FOCUSED
2015 ANNUAL REPORT
2015 Annual Report
C
The stylish, forward-thinking
global leader in hospitality.
Offers smart luxury travelers
inspiring connections and
intuitive service in a world
of style.
Energizing neighborhood
hotels that create a positive
stay with simple pleasures,
thoughtful extras and nice
surprises.
Warm. Comfortable. Friendly.
Providing true upscale comfort
to today’s business and leisure
travelers.
Relaxed, upscale environment
with all-suite locations in
the U.S., Canada and Latin
America.
Quality experience, great value
and friendly service in its
signature Hamptonality style.
Comfy, stylish and packed with
perks for the value-conscious,
extended stay traveler.
A revolutionary new brand
that is simplified, spirited and
grounded in value for guests.
High-quality vacation
ownership resorts in
celebrated destinations.
Offers unforgettable
experiences at iconic
destinations around
the world.
A collection of unique hotels,
each with its own history and
character in cities across the
globe.
Offers the amenities and
services that allow guests to
discover and connect while
on the road.
For guests seeking home-like
accommodations when
traveling for an extended stay.
The award-winning guest loyalty
program that honors members
with travel experiences worth
sharing.
FOCUSED ON SERVING GUESTS
IN 100+ COUNTRIES & TERRITORIES
13
Distinct, market-leading brands
140 Million
Guests served in 2015
50+ Million
Hilton HHonors members
AMERICAS
EUROPE
MIDDLE EAST
& AFRICA
ASIA
PACIFIC
Rooms:
611,000
Rooms:
74,000
Rooms:
22,000
Rooms:
51,000
Pipeline:
137,000
Pipeline:
27,000
Pipeline:
29,000
Pipeline:
73,000
Under
Construction:
51,000
Under
Construction:
13,000
Under
Construction:
21,000
Under
Construction:
49,000
1 Ranked
(1)
#
System size, pipeline &
rooms under construction
1,000,000+
( 3)
Rooms open or
under development
ADJ. EBITDA
BY SEGMENT(2)
ROOMS BY
CHAIN SCALE
ADJ. EBITDA
BY GEOGRAPHY
4,610
Properties
100,000+
Rooms signed in 2015
Management
& Franchise 55%
Ownership 34%
Timeshare 11%
Upper Upscale 35%
Upscale 33%
Upper Midscale 29%
Luxury 2%
Other 1%
U.S. 80%
Europe 9%
Asia Pacific 6%
Americas Non-U.S. 3%
Middle East & Africa 2%
Source: Smith Travel Research, Inc. (STR) Global Census, January 2016 (adjusted to December 2015) and STR Global New Development Pipeline, December 2015.
Excluding Corporate and Other.
(3)
Includes rooms approved but not yet signed.
(1)
(2)
2015 Annual Report
1
Our mission is to be the preeminent
global hospitality company – the first
choice of guests, team members and
owners alike.
Christopher J. Nassetta
President & Chief Executive Officer
FELLOW SHAREHOLDERS
We are focused on industry-leading growth and performance.
Hilton Worldwide achieved record expansion and financial results in 2015, continuing to lead the industry as
the largest, best-performing and fastest-growing hospitality company.
Our mission is to be the preeminent global hospitality company – the first choice of guests, team members
and owners alike. In this report, we highlight how our competitive advantages of global scale and the best
brand portfolio in the business work together to provide exceptional results and opportunities to each one
of these key stakeholders.
RevPAR
2015
Adj. EBITDA
5.4%
13%
(1)
Highlights
Adj. EBITDA margin
290 BPS
(2)
Hilton Worldwide
(2)
(3)
6.6%
(3)
Revenue Per Available Room (RevPAR) is hotel room revenue divided by room nights available for guests.
Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by total revenues, excluding other revenues from Managed and Franchised properties.
Management and Franchise segment.
(1)
2
Net unit growth
Launch of our largest global marketing campaign ever.
Focused Portfolio of Market-Leading Brands
Our 13 clearly defined, market-leading brands serve customers
for practically any travel need across more than 100 countries
and territories worldwide. That drives our market share
premiums – the highest in the business – as we consistently
provide our guests compelling products and services across
price points and geographies.
Our brands operate at scale and, as a result, we have
signifi cant system resources we can use to drive demand.
For example, we just launched our largest global marketing
campaign ever, entitled “Stop Clicking Around,” highlighting
for customers the benefits of joining Hilton HHonors and
booking directly with Hilton. This includes offering HHonors
members loyalty points of course, as well as preferential
pricing, free Wi-Fi and the ability to check-in and choose
their room online. Further innovation at scale such as Digital
Keyless Entry capabilities are deploying to all our hotels
globally. By broadly marketing these benefi ts, we hope
to drive growth of our preferred channels, including our
industry-leading mobile app, which will increase our value
proposition to our guests and owners.
Focused on Growth
When we drive leading investment returns to our hotel owners,
they continue to invest in our system growth. In 2015, Hilton
opened approximately 50,000 gross and 43,000 net rooms,
representing 6.6 percent net unit growth in our managed and
franchised segment and a nearly 20 percent increase versus
2014. This was accomplished with no meaningful capital expenditures or brand acquisitions on our part and included more
than 14,000 rooms converted from competitors' brands and
independent hotels.
We continue to grow our industry-leading pipeline, signing
a Hilton record of over 100,000 rooms in the year for a total
global development pipeline of 275,000 rooms, including rooms
approved but not yet signed. More than half of our pipeline is
already under construction and represents nearly one in five
of all rooms under construction globally – more than any
other hotel company.
Our market-leading growth is supercharged by new brands
that bring new customers into our system and offer more
opportunities for existing customers to stay with us. Since
2007, we have expanded by more than 50 percent and have
successfully launched three new brands, Home2 Suites by
Hilton, Curio – A Collection by Hilton and Canopy by Hilton,
which collectively have over 60,000 rooms either open or in
various stages of development.
Our goal is to win everywhere, and having a diverse portfolio
of brands enables growth as markets ebb and flow. In China,
for example, we signed more deals this year than last through
our strategic deployment of focused service brands, which
gives us incremental growth and builds market share. Through
our strategic partnership with Plateno Hotels Group, one of
China’s leading hospitality companies, we are launching more
than 400 Hampton by Hilton properties to serve the increasing demand from China’s growing middle class.
Our growth rate in coming years will also benefit from our most
recently launched midscale brand, Tru by Hilton. The brand's
innovative design will appeal to a broad range of customers,
particularly next-generation travelers, with a price point
25 percent lower than Hampton. We see it as a major
market disruptor that will further strengthen our network
effect. The design offers very attractive economics to owners, evidenced by more than 160 commitments – all from
existing Hilton owners – with the first opening expected
later this year, or early next.
Focused on Value Creation
In 2015, we continued driving stockholder value, reducing
long-term debt by nearly $1 billion and paying our first cash
dividend. We also completed the sale of the Waldorf Astoria
New York, at a multiple of 32 times adjusted EBITDA, retained
a 100-year management contract, obtained a commitment from
the buyer to renovate the property and used the net proceeds to
acquire high-quality assets in some of the fastest-growing and
highest barrier-to-entry domestic markets at an aggregate
multiple of just over 13 times adjusted EBITDA. We remain
committed to achieving a low-grade investment-grade credit
profile, and expect to initiate a stock buyback program later
this year.
2015 Annual Report
3
Official launch event of Tru by Hilton.
We also intend to enhance long-term value by separating
our real estate and timeshare business segments, resulting
in three pure-play, public companies. By simplifying our
business, we will enable dedicated management teams to
fully activate their respective businesses, taking advantage
of both organic and inorganic growth opportunities as well
as capital market and tax efficiencies. Our intention is to
complete these spins by the end of the year with appropriate
leadership, strategies and capital structures in place to set
up all three companies for great success.
In Closing
We remain optimistic that fundamentals will continue
to support top-line growth in 2016. Long term, we believe
that execution of our clear strategy, our scaled commercial
engines, our well-defined brand portfolio and the best
team members in the business will continue delivering
value for our stockholders.
Sincerely,
Christopher J. Nassetta
President & Chief Executive Officer
HILTON VALUE PROPOSITION
STRONG BRANDS &
COMMERCIAL SERVICES PLATFORM
FINANCIAL
PERFORMANCE
Value proposition starts with award-winning brands
and an industry-leading commercial services platform
STRONG
BRANDS &
COMMERCIAL
SERVICES
PLATFORM
LEADING
HOTEL
SUPPLY &
PIPELINE
SATISFIED CUSTOMERS
This leads to satisfied customers, including more than
50 million Hilton HHonors loyalty members
PREMIUM PERFORMANCE
Which results in our global RevPAR premium – the
highest in the business
SATISFIED OWNERS
These hotel operating premiums drive strong financial
returns, which benefit our hotel owners
SATISFIED
CUSTOMERS
SATISFIED
OWNERS
PREMIUM
PERFORMANCE
4
Hilton Worldwide
LEADING HOTEL SUPPLY & PIPELINE
Satisfied existing and new owners continue to invest
in growing Hilton’s brands, making us a global leader
in hotel supply and pipeline
FINANCIAL PERFORMANCE
We believe the reinforcing nature of these activities
will allow Hilton to outperform the competition
GUEST FOCUSED
I spend the majority of the year on
the road and I couldn’t live without the
Hilton HHonors mobile app. The app
has everything I need to manage my
Hilton stays and gives me the ability to
add my booked stays to my e-calendar,
pick the room I want and even go
straight to my room with Digital
Keyless Entry. These are just a few
of the many reasons I am loyal to
Hilton. Better yet, I know that Hilton
is always just a Tweet away and that
the social media team will quickly
resolve any travel issues 24/7.
Ron Hernandez, New Orleans, Louisiana
Training Consultant
Lifetime Diamond Hilton
HHonors Member
2015
Highlights
• 50+ million Hilton HHonors members – added
a record 6 million new members in 2015
• 2.7 million Hilton HHonors app downloads –
one download every 12 seconds
• HHonors members drive more than 52% of
occupancy across Hilton brands and now
receive preferred pricing
• 10+ million digital check-ins with room
selection
• Digital Keyless Entry is now in nearly
100 hotels, and is rolling out at scale in 2016
2015 Annual Report
5
TEAM MEMBER
FOCUSED
My career with Hilton has taken me
all over the world. I started working as
a breakfast attendant at a Hampton Inn
during school, and I was quickly promoted
to the front desk. Even though I went to
school for communication, I’ve taken
many courses through Hilton Worldwide
University to develop my career in
hospitality. I’ve since worked in a variety
of positions across several Hilton brands
in the U.S., New Zealand and now
Australia. Our team is a tight-knit family
of more than a dozen nationalities, but
we share the same passion for serving
guests with a warm smile, which
translates across any language.
Amelia Benjamin, Duty Manager
Hilton Sydney
2015
Highlights
• Recognized as a Fortune Best Companies to
Work For in the U.S. and honored as a top
company by the Great Place to Work Institute in
China, Colombia, Netherlands, Peru, Italy and UAE
• 2 million courses and 5 million hours of learning
completed through Hilton Worldwide University
6
Hilton Worldwide
• Introduced industry-leading benefits including
new parental leave, enhanced paid time off, GED
assistance and flexible work schedule programs
• Filled 100,000 jobs, including new hires and internal
job growth
OWNER FOCUSED
We choose to partner with Hilton Worldwide
because all of their brands are segment-leading
and the Hilton engine delivers returns
unmatched by other hotel brands. Hilton’s
owner-centric and guest-centric mindset
ensures our hotels are equally satisfying to
guests and my investors – it’s the perfect
match. We take comfort in Hilton as our
preferred partner, knowing that my team
can rely on their expertise to guide our
every step, and that has been the case
since we opened our first Hampton in
1997. Since then we have been proud to
own several hotels with Hilton brands,
and we can’t wait to open one of the
first Tru by Hilton properties, which we
think will be a game changer in the
midscale market.
Mitch Patel, Vision Hospitality Group,
Chattanooga, Tennessee
19-year Hilton owner with a portfolio of 17 properties
and an additional 16 properties in development,
representing six Hilton brands
2015
Highlights
• Owner base of 10,000 owners, of which
76% are repeat owners
• Our industry-leading pipeline of rooms
globally is all third-party developed,
representing $40-50 billion of owner
investment in our system
• 14,500 rooms were converted from
competitors’ brands and independent
hotels, representing over 30% of all
openings in 2015
2015 Annual Report
7
Hilton Team Members in Jaipur, India, mentored more than 200 hotel management students during the Global Month
of Service and also participated in prepping meals for underprivileged community members.
COMMUNITY FOCUSED
Hilton Worldwide invests in global partnerships and programs to activate hotel and
office teams, not only to drive positive social impact, but also to support long-term
business success.
Travel with Purpose has played an important role in uniting our organization around a set of global issues
that connect our business to society – creating opportunities, strengthening communities and preserving
the environment.
CREATING
OPPORTUNITIES
Globally, more than 74 million young
people are unemployed, and the travel
and tourism industry will need to fill
73 million new jobs by 2022. Hilton
announced a commitment to invest in
youth in 2014 and has since reached
more than 400,000 young people
through apprenticeship programs,
career engagement and life skills
training.
STRENGTHENING
COMMUNITIES
Tourism makes up 9 percent of global
GDP and up to 40 percent GDP in
developing countries, so the success
of companies in the tourism industry
is directly tied to the success of the
countries and communities where we
operate. Around the world, Hilton
hotels are active in their communities
throughout the year and set aside
each October to celebrate this commitment, activating 4,145 volunteer
projects, resulting in 213,000 volunteer
hours during the 2015 Global Month
of Service.
Learn more about our commitment to
Travel with Purpose at cr.hiltonworldwide.com.
8
Hilton Worldwide
PRESERVING
ENVIRONMENT
Natural resources are diminishing
50 percent faster than the earth can
replenish. The survival of businesses
from a wide range of industries will
depend upon their ability to manage
the major risks posed by climate change,
including depleted natural resources,
the loss of biodiversity and extreme
weather conditions. Hilton has invested
in proprietary technology to track,
analyze and improve natural resource
management across its portfolio, and
as a result has reduced energy use by
14.5 percent, carbon output by 20.9 percent, waste output by 27.6 percent and
water use by 14.1 percent since 2009,
resulting in an estimated $550 million
of cumulative savings.
2015
FORM 10-K
United States
Securities and Exchange Commission
Washington, DC 20549
Form 10-K
(Mark One)
S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
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
22102
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (703) 883-1000
Securities registered pursuant to Section 12(b) of the Act:
(Title of 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(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes S No £
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No 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 S No £
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer S
Accelerated filer £
Non-accelerated filer £ (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, 2015, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately
$14,679 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 19, 2016 was 987,873,503.
DOCUMENTS INCORPORATED BY REFERENCE
Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the registrant’s definitive proxy statement relating to its 2016 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
TABLE OF CONTENTS
Part I
Page
Forward-Looking Statements
Terms Used in this Annual Report on Form 10-K
4
4
Item 1
Business
4
Item 1A
Risk Factors
13
Item 1B
Unresolved Staff Comments
34
Item 2
Properties
35
Item 3
Legal Proceedings
38
Item 4
Mine Safety Disclosures
38
Part II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
38
Item 6
Selected Financial Data
40
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
41
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
61
Item 8
Financial Statements and Supplementary Data
63
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
111
Item 9A
Controls and Procedures
111
Item 9B
Other Information
111
Item 10
Directors, Executive Officers and Corporate Governance
112
Item 11
Executive Compensation
112
Part III
Item 12 Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
112
Item 13
Certain Relationships and Related Transactions, and Director Independence
112
Item 14
Principal Accounting Fees and Services
112
Exhibits and Financial Statement Schedules
113
Part IV
Item 15
Signatures
116
2015 Annual Report
3
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, the proposed
spin-offs 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,
including, among others, risks inherent to the hospitality
industry, macroeconomic factors beyond our control,
competition for hotel guests, management and franchise
agreements and timeshare sales, risks related to doing
business with third-party hotel owners, our significant
investments in owned and leased real estate, performance
of our information technology systems, growth of reservation
channels outside of our system, risks of doing business outside of the United States of America (“U.S.”), risks related to
our proposed spin-offs and our indebtedness. Accordingly,
there are or will be important factors that could cause actual
outcomes or results to differ materially from those indicated
in these statements. We believe these factors include but are
not limited to those described under “Part I—Item 1A. Risk
Factors.” These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary
statements that are included in this Annual Report on
Form 10-K. We undertake no obligation to publicly update
or review any forward-looking statement, whether as a
result of new information, future developments or otherwise,
except as required by law.
Terms Used 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. Except where the context requires otherwise,
references to our “properties,” “hotels” and “rooms” refer
to the hotels, resorts and timeshare 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 former
majority owners, are referred to herein as “Blackstone.”
4
Hilton Worldwide
Reference to “ADR” or “Average Daily Rate” means hotel
room revenue divided by total number of room nights 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 of these financial metrics.
Item 1. Business
Overview
Hilton Worldwide is one of the largest and fastest growing
hospitality companies in the world, with 4,610 hotels,
resorts and timeshare properties comprising 758,502 rooms
in 100 countries and territories as of December 31, 2015.
In the nearly 100 years since our founding, we have defined
the hospitality industry and established a portfolio of distinct,
market-leading brands. Our flagship full service Hilton Hotels
& Resorts brand is the most recognized hotel brand in the
world. Our premier brand portfolio includes our luxury and
lifestyle hotel brands, Waldorf Astoria Hotels & Resorts,
Conrad Hotels & Resorts and Canopy by Hilton, our full service
hotel brands, Hilton Hotels & Resorts, Curio—A Collection by
Hilton, DoubleTree by Hilton and Embassy Suites by Hilton,
our focused service hotel brands, Hilton Garden Inn, Hampton
by Hilton, Homewood Suites by Hilton and Home2 Suites
by Hilton, our timeshare brand, Hilton Grand Vacations,
and our new focused service midscale brand, Tru by Hilton,
launched in January 2016. More than 164,000 employees
proudly serve in our managed, owned, leased and timeshare
properties and corporate offices around the world, and we
have approximately 51 million members in our award-winning
customer loyalty program, Hilton HHonors.
We operate our business through three segments:
(1) ownership; (2) management and franchise; and
(3) timeshare. These complementary business segments
enable us to capitalize on our strong brands, global market
presence and significant operational scale. Our ownership
segment consists of 146 hotels with 59,463 rooms as of
December 31, 2015 in which we have an ownership interest
or lease. Through our management and franchise segment,
which consists of 4,419 hotels with 691,887 rooms as of
December 31, 2015, we manage hotels, resorts and timeshare properties owned by third parties and we license our
brands to franchisees. Through our timeshare segment,
which consists of 45 properties comprising 7,152 units as of
December 31, 2015, we market and sell timeshare intervals;
operate timeshare resorts and a timeshare membership
club; and provide consumer financing.
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 pipeline,
which includes over 266,000 rooms, all in our management
and franchise segment, scheduled to be opened in the future.
As of December 31, 2015, approximately 134,000 rooms,
representing over half of our development pipeline, were under
construction. The expansion of our business is supported
by strong lodging industry fundamentals, including limited
supply growth, in the current economic environment and
long-term growth prospects based on increasing global
travel and tourism.
Overall, we believe that our experience in the hotel industry
and strong, well-defined brands that operate throughout
the lodging industry chain scales and commercial service
offerings will continue to drive customer loyalty, including
participation in our Hilton HHonors loyalty program.
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 with existing and new hotel owners, which further
supports our growth and future financial performance. We
believe that our existing portfolio and development pipeline,
which will require minimal initial capital investment from us,
put us in a strong position to further improve our business
and serve our customers in the future.
In February 2016, we announced a plan to separate a
substantial portion of our ownership business, consisting
primarily of our owned hotels located in the U.S., as well as
our timeshare business from Hilton to form two additional
new publicly traded companies. See Item 1A. Risk Factors
and Note 29: “Subsequent Events” in our audited consolidated
financial statements included elsewhere in this Annual Report
on Form 10-K for additional discussion.
Our Brand Portfolio
The goal of each of our brands is to deliver exceptional customer experiences and superior operating performance.
Brand(1)
Chain
Scale
Luxury
December 31, 2015
Countries/
Territories
Properties
Rooms
12
25
10,303
Percentage of
Total Rooms
1.4% Ritz Carlton, Four Seasons, Peninsula,
Luxury
18
23
7,785
—
—
—
85
572
206,635
4
18
4,704
38
457
110,772
6
225
53,284
26
668
94,031
20
2,108
210,372
3
387
43,401
5.7%
Upper Midscale
3
73
7,600
4
45
7,152
La Quinta Inns, Wyngate, AmericInn
Residence Inn, Hyatt House, Staybridge Suites,
Candlewood Suites
1.0% Candlewood Suites, Towne Place Suites,
Timeshare
Aloft, Four Points
27.7% Fairfield Inn, Holiday Inn Express, Comfort Inn,
Upscale
Residence Inn
12.4% Courtyard, Holiday Inn, Hyatt Place, Novotel,
Upper Midscale
Holiday Inn, Renaissance, Delta, Hyatt
7.0% Renaissance, Sheraton, Hyatt,
Upscale
Ascend Collection, Tribute
14.6% Sheraton, Crowne Plaza, Wyndham, Radisson,
Upper Upscale
Radisson Blu, Renaissance, Westin, Sofitel
0.6% Autograph Collection, Luxury Collection,
Upscale
Joie De Vivre
27.2% Marriott, Sheraton, Hyatt Regency,
Upper Upscale
JW Marriott, Fairmont
N/A Kimpton, Le Meridien, Hyatt Centric,
Upper Upscale
St. Regis, Mandarin Oriental
1.0% Park Hyatt, Sofitel, Intercontinental,
Lifestyle
Selected Competitors(2)
Hawthorn Suites
0.9% Marriott Vacation Club,
Starwood Vacation Ownership, Hyatt Residence,
Wyndham Vacations Resorts
The table above excludes nine unbranded properties with 2,463 rooms, representing approximately 0.5 percent of total rooms. The table also excludes our new midscale brand,
Tru by Hilton, which launched in January 2016.
The table excludes lesser known regional competitors.
2015 Annual Report
(1)
(2)
5
Waldorf Astoria Hotels & Resorts: What began as an iconic
hotel in New York City is today a portfolio of 25 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
23 properties offering guests personalized experiences with
sophisticated, locally inspired surroundings and an intuitive
service model based on customization and control, as demonstrated 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.
Canopy by Hilton: Canopy by Hilton represents a new hotel
concept that has defined a more accessible lifestyle category,
targeting the upper upscale price point segment. Canopy
represents an energizing, new hotel in the neighborhood
offering simple, guest-directed service, thoughtful local
choices and comfortable spaces. Each property is designed
as a natural extension of its neighborhood, with local design,
food and drink and culture. As of December 31, 2015,
28 properties were in the pipeline or in various states of
approval. The first Canopy hotel is expected to open in
March 2016.
Hilton Hotels & Resorts: Hilton is our global flagship brand
and ranks number one for global brand awareness in the
hospitality industry, with 572 hotels and resorts in 85 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.
6
Hilton Worldwide
Curio—A Collection by Hilton: Curio—A Collection by Hilton is
created for travelers who seek local discovery and one-of-akind experiences. Curio is made up of a collection of handpicked hotels that retain their unique identity but are able to
leverage the many benefits of the Hilton Worldwide global
platform, including our common reservation and customer
care service and Hilton HHonors guest loyalty program.
As of December 31, 2015, Curio had 18 properties open,
contributing 4,704 rooms to our portfolio, and 66 properties
were in the pipeline or in various states of approval.
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’s 457 hotels and
resorts are united by the brand’s CARE (“Creating a Rewarding
Experience”) culture and its iconic 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 by Hilton: Embassy Suites by Hilton comprises
225 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 all of the
amenities our properties have to offer at a single price.
Hilton Garden Inn: Hilton Garden Inn is our award-winning,
upscale brand with 668 hotels 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 by Hilton: Hampton by Hilton is our moderately
priced, upper midscale hotel with limited food and beverage
facilities. The Hampton by Hilton brand also includes
Hampton Inn & Suites hotels, which offer both traditional
hotel rooms and suite accommodations within one property.
Across our over 2,100 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
100% Hampton Guarantee.
Tru by Hilton: Tru by Hilton is a new midscale brand, launched
in January 2016, designed to attract a cross-generation of
travelers who share a desire for human connection. Tru by
Hilton embraces the value-conscious traveler, offering a
back-to-basics experience. Each property will include lively
social spaces in a large, first floor lobby with a work, play
and eat zone, all with a unique personality. As of February 16,
2016, Tru by Hilton had commitments for 163 properties.
The first property is expected to open in the fourth quarter
of 2016.
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.
These 387 hotels provide 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 are upper
midscale hotels that provide a modern and savvy option to
budget conscious extended-stay travelers. Offering inno
vative 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. Each of the brand’s 73 hotels,
28 of which were opened in 2015, offers complimentary
continental breakfast, integrated laundry and exercise f acility,
recycling and sustainability initiatives and a pet-friendly policy.
During 2015, 143 properties were added to our pipeline,
and as of December 31, 2015, 297 properties were in the
pipeline or in various states of approval.
Our Customer Loyalty Program
Hilton HHonors is our award-winning guest loyalty program
that supports our portfolio of 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 4,500 hotels worldwide,
which are then redeemable for free hotel nights and other
rewards. Members also can transact 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 approximately 51 million members. Our Hilton HHonors
members represented approximately 52 percent of our
system-wide occupancy and contributed hotel-level revenues
to us and our hotel owners of over $15 billion during the
year ended December 31, 2015. 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.
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 convenience
of residential-style resort accommodations in select, renowned
vacation destinations. Each of our 45 club properties provides
a distinctive setting, while signaturee
lements remain
consistent, such as high-quality guest service, spacious
units and extensive on-property amenities.
2015 Annual Report
7
Our Business
We operate our business across three segments: (1) ownership; (2) management and franchise; 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 23: “Business Segments” in our audited consolidated financial statements included elsewhere
in this Annual Report on Form 10-K.
As of December 31, 2015, our system included the following properties and rooms, by type, brand and region:
Owned/Leased(1)
Properties
Rooms
Waldorf Astoria Hotels & Resorts
U.S.
Americas (excluding U.S.)
Europe
Middle East and Africa
Asia Pacific
4
—
2
—
—
1,148
—
463
—
—
Conrad Hotels & Resorts
U.S.
Americas (excluding U.S.)
Europe
Middle East and Africa
Asia Pacific
—
—
1
1
—
Hilton Hotels & Resorts
U.S.
Americas (excluding U.S.)
Europe
Middle East and Africa
Asia Pacific
Managed
Properties
8
1
4
3
2
5,523
153
898
703
431
—
1
—
—
—
—
—
191
614
—
3
—
2
2
11
1,029
—
707
641
3,417
25
3
69
6
7
23,143
1,836
17,927
2,276
3,380
40
23
57
45
68
Curio—A Collection by Hilton
U.S.
Americas (excluding U.S.)
Europe
1
—
—
224
—
—
DoubleTree by Hilton
U.S.
Americas (excluding U.S.)
Europe
Middle East and Africa
Asia Pacific
11
—
—
—
—
Embassy Suites by Hilton
U.S.
Americas (excluding U.S.)
Rooms
—
984
—
—
—
12
2
6
3
2
6,671
1,137
1,361
703
431
—
1
1
—
1
—
294
256
—
636
3
1
4
3
12
1,029
294
1,154
1,255
4,053
24,042
7,656
16,650
14,186
25,652
173
19
28
1
8
52,622
5,994
7,879
410
2,982
238
45
154
52
83
99,807
15,486
42,456
16,872
32,014
1
—
—
998
—
—
12
3
1
2,679
525
278
14
3
1
3,901
525
278
4,264
—
—
—
—
28
4
11
9
41
8,276
785
3,456
1,874
11,868
274
17
56
4
2
65,848
3,283
9,665
488
965
313
21
67
13
43
78,388
4,068
13,121
2,362
12,833
10
—
2,523
—
34
3
9,154
623
173
5
39,702
1,282
217
8
51,379
1,905
Hilton Garden Inn
U.S.
Americas (excluding U.S.)
Europe
Middle East and Africa
Asia Pacific
2
—
—
—
—
290
—
—
—
—
4
7
18
5
8
430
948
3,306
1,017
1,329
569
28
27
—
—
77,887
4,371
4,453
—
—
575
35
45
5
8
78,607
5,319
7,759
1,017
1,329
Hampton by Hilton
U.S.
Americas (excluding U.S.)
Europe
Asia Pacific
1
—
—
—
130
—
—
—
50
11
10
—
6,178
1,416
1,537
—
1,927
77
30
2
186,943
9,164
4,630
374
1,978
88
40
2
193,251
10,580
6,167
374
Homewood Suites by Hilton
U.S.
Americas (excluding U.S.)
—
—
—
—
25
2
2,687
224
345
15
38,791
1,699
370
17
41,478
1,923
Home2 Suites by Hilton
U.S.
Americas (excluding U.S.)
—
—
—
—
—
1
—
97
71
1
7,376
127
71
2
7,376
224
Total
3
1,054
3
957
3
452
9
2,463
146
—
59,463
—
544
45
158,848
7,152
3,875
—
533,039
—
4,565
45
751,350
7,152
146
59,463
589
166,000
3,875
533,039
4,610
758,502
Includes properties owned or leased by entities in which we own a noncontrolling interest.
(1)
Hilton Worldwide
Rooms
Total
Properties
Lodging
Hilton Grand Vacations
8
Franchised
Rooms
Other
Properties
Ownership
Hotel and Timeshare Management
We are one of 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 and Tokyo. The portfolio
includes iconic hotels with significant underlying real estate
value, including the Hilton New York, 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.
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 the 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 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. Owners are
also 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. As of December 31, 2015, we managed
544 hotels with 158,848 rooms, excluding our owned and
leased hotels and timeshare properties.
We have focused on maximizing the cost efficiency and
profitability of the portfolio by, among other things, implementing 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.
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 home
owners’ 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.
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
managed 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
termination rights to hotel owners upon certain events,
including the failure to meet certain financial or performance
criteria. Performance test measures typically are based upon
the hotel’s performance individually and/or in comparison
to specified competitive hotels. We often have a cure right
by paying an amount equal to the performance shortfall over
a specified period, although in some cases our cure rights
are limited.
In addition to the third-party owned hotels we manage,
as of December 31, 2015, we provided management
services for 45 timeshare properties owned by homeowners’
associations and 146 owned, leased and joint venture hotels
from which we recognized management fee revenues.
Revenues from our owned and leased hotels are eliminated
in our audited consolidated financial statements included
elsewhere in this Annual Report on Form 10-K.
2015 Annual Report
9
Franchising
Timeshare
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 and do not
employ the individuals working at these locations. We conduct periodic inspections to ensure that brand standards are
maintained. We approve the location for new construction
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, 2015, we franchised 3,875 hotels with
533,039 rooms.
Our timeshare segment generates revenue from three
primary sources:
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 approximately 10 to 20 years for properties that are converted from
other brands. At the expiration of the initial term, we may
have a contractual right or obligation to 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 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.
10
Hilton Worldwide
▸ 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 intervals on behalf of third-party developers
using the Hilton Grand Vacations brand 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 the marketing and selling of
fee-simple timeshare interests deeded in perpetuity,
developed either by us or by third parties. 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, 2015, HGV managed a global system
of 45 resorts and the HGV Club and the Hilton Club had
nearly 250,000 members in total.
Traditionally, timeshare operators have funded 100 percent
of the investment necessary to acquire land and construct
timeshare properties. In 2010, we began sourcing timeshare
intervals through sales and marketing agreements with
third-party developers. These agreements enable us to
generate fees from the sales and marketing of the timeshare
intervals and club memberships and from the management
of the timeshare properties without requiring us to fund
acquisition and construction costs. In addition, we source
intervals by acquiring units in third-party developed properties,
which requires less capital than constructing timeshare
properties. Our supply of third-party developed timeshare
intervals was approximately 114,000, or 85 percent of our
total supply, as of December 31, 2015, and the percentage
of sales of timeshare intervals developed by third parties
was 66 percent for the year ended December 31, 2015.
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 primary com
petitors in the timeshare space include Diamond Resorts
International, Hyatt Residence Club, Marriott Vacations
Worldwide, Starwood Vacation Ownership and Wyndham
Vacation Resorts.
Competition
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.
We encounter active and robust competition as a hotel,
residential, resort and timeshare manager, franchisor, owner
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 manager,
franchisor, owner and operator of hotels makes us one
of the largest and most geographically diverse lodging
companies in the world.
Our principal competitors include other branded and
independent hotel operating companies, national and
international hotel brands and ownership companies,
including hotel REITs. While local and independent brand
competitors vary, on a global scale our primary competitors
are firms such as Accor S.A., Carlson Rezidor Group, 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.
Seasonality
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, registra
tion 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.
2015 Annual Report
11
Government Regulation
Environmental Matters
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.
We are subject to certain requirements and potential
liabilities under various foreign and U.S. federal, state and
local environmental, health and safety laws and regulations
and incur costs in complying with such requirements. These
laws and regulations govern actions including air emissions,
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 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.
In addition, a number of states regulate the activities of
hospitality properties and restaurants, including safety and
health standards, as well as the sale of liquor at such properties,
by requiring licensing, registration, disclosure statements
and compliance with specific standards of conduct. Operators
of hospitality properties also are subject to laws governing
their relationship with employees, including minimum wage
requirements, overtime, working conditions and work permit
requirements. Our franchisees are responsible for their
own compliance with laws, including with respect to their
employee, minimum wage requirements, overtime, working
conditions and work permit requirements. Compliance with,
or changes in, these laws could reduce the revenue and
profitability of our properties and could otherwise adversely
affect our operations.
We also manage and own hotels with casino gaming
operations as part of or adjacent to the hotels. However,
with the exception of casinos at certain of our properties in
Puerto Rico and one property in Egypt, third parties manage
and operate the casinos. We hold and maintain the casino
gaming license and manage the casinos located in Puerto
Rico and Egypt and employ third-party compliance con
sultants 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 100 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 requirements or monetary policy and other
potentially adverse tax consequences.
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Hilton Worldwide
Insurance
Where You Can Find More Information
We maintain insurance coverage for general liability,
property including business interruption, terrorism, workers’
compensation 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.
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.
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 hotels owned by such third parties.
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, 2015, more than 164,000 people were
employed at our managed, owned, leased and timeshare
properties and corporate locations.
As of December 31, 2015, approximately 31 percent of our
employees globally (or 32 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.
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 Related to Our Business and Industry
We are subject to the business, financial and operating
risks inherent to the hospitality industry, any of which
could reduce our revenues and limit opportunities
for growth.
Our business is subject to a number of business, financial
and operating risks inherent to the hospitality industry,
including:
▸ significant competition from multiple hospitality providers
in all parts of the world;
▸ changes in operating costs, including energy, food,
employee compensation and 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 taxes and governmental regulations that
influence or set wages, prices, interest rates or
construction and maintenance procedures and costs;
▸ the costs and administrative burdens associated with
complying with applicable laws and regulations;
▸ the costs or desirability of complying with local practices
and customs;
▸ significant increases in cost for health care coverage
for employees and potential government regulation with
respect to health care coverage;
▸ shortages of labor or labor disruptions;
▸ the ability of third-party internet and other travel
intermediaries to attract and retain customers;
2015 Annual Report
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▸ the availability and cost of capital necessary for us and
third-party hotel owners to fund investments, capital
expenditures and service debt obligations;
▸ delays in or cancellations of planned or future development
or refurbishment projects;
▸ the 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,
developers and joint venture partners, including the risk
that owners may terminate our management, franchise
or joint venture agreements;
▸ cyclical over-building in the hotel and timeshare industries;
▸ 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; and
▸ decreases in the frequency of business travel that may
result from alternatives to in-person meetings, including
virtual meetings hosted online or over private
teleconferencing networks.
Any of these factors could increase our costs or limit or reduce
the prices we are able to charge for hospitality products and
services, or otherwise affect our ability to maintain existing
properties or develop new properties. As a result, any of these
factors can reduce our revenues and limit opportunities
for growth.
Macroeconomic and other factors beyond our control
can adversely affect and reduce demand for our
products and services.
Macroeconomic and other factors beyond our control
can reduce demand for hospitality products and services,
including demand for rooms at 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 renegotiations of group business such as industry conventions;
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Hilton Worldwide
▸ 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 that negatively shape public perception of
travel, including travel-related accidents and outbreaks
of pandemic or contagious diseases, such as Ebola, 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; 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 o
verall
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.
The hospitality industry is subject to seasonal and
cyclical volatility, which may contribute to fluctuations
in our results of operations and financial condition.
The hospitality industry is seasonal in nature. The periods
during which our lodging properties experience higher
revenues vary from property to property, depending principally
upon 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
the general economy on a lagged basis. The seasonality and
cyclicality of our industry may contribute to fluctuations in
our results of operations and financial condition.
Because we operate in a highly competitive industry,
our revenues or profits could be harmed if we are unable
to compete effectively.
The segments of the hospitality industry in which we
operate are subject to intense competition. Our principal
competitors are other operators of luxury, full service and
focused service hotels and timeshare properties, including
other major hospitality chains with well-established and
recognized brands. We also compete against smaller hotel
chains, independent and local hotel owners and operators,
home and apartment sharing services and 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 accommodations,
customer satisfaction, amenities and the ability to earn and
redeem loyalty program points. Our competitors may have
greater commercial, financial and marketing resources and
more efficient technology platforms, which could allow
them to improve their properties and expand and improve
their marketing efforts in ways that could affect our ability
to compete for guests effectively, or they could offer a type
of lodging product that customers find attractive but that
we do not offer.
Competition for management and franchise agreements
We compete to enter into management and franchise
agreements. Our ability to compete effectively is based
primarily 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 timeshare sales
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 their owned interval for use of other timeshare
properties or other travel rewards as well as brand name
recognition and reputation. Our ability to attract and retain
purchasers of timeshare intervals 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 for our services may depend on the strength and
reputation of our brands. If our brands become obsolete
or consumers view them as unfashionable or lacking in
consistency and quality, we may be unable to attract guests
to our hotels, and may further be unable to attract or retain
our hotel owners.
Changes in ownership or management practices, the
occurrence of accidents or injuries, natural disasters, crime,
individual guest notoriety or similar events at our managed,
owned, leased or timeshare properties can harm our repu
tation, create adverse publicity and cause a loss of consumer
confidence in our business. Because of the global nature of
our brands and the broad expanse of our business and hotel
locations, events occurring in one location could negatively
affect the reputation and operations of otherwise successful
individual locations. In addition, the recent expansion of
social media has compounded the potential scope of
negative publicity. We also could face legal claims related
to negative events, along with resulting adverse publicity.
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.
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Our management and franchise business is subject to
risks related to doing business with third-party hotel
owners that could adversely affect our reputation,
operational results or prospects for growth.
Unless we maintain good relationships with third-party
hotel owners and renew or enter into new management and
franchise 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 rela
tionships with third-party property owners and our ability
to enter into new and renew management and franchise
agreements. Although our management and franchise
contracts are typically long-term arrangements, hotel
owners may be able to terminate the agreements under
certain circumstances, including the failure to meet specified
financial or performance criteria. Our ability to meet these
financial and performance criteria is subject to, among other
things, risks common to the overall hotel industry, including
factors outside of our control. In addition, negative management and franchise pricing trends could adversely affect our
ability to negotiate with hotel owners. If we fail to maintain
and renew existing management and franchise agreements
and enter into new agreements on favorable terms, we may
be unable to expand our presence and our business, and our
financial condition and results of operations may suffer.
Our 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.
Growth of our management and franchise business is
affected, and may potentially be limited, by factors influencing
real estate development generally, including site availability,
financing, planning, zoning and other local approvals. In
addition, market factors such as projected room occupancy,
changes in growth in demand compared to projected supply,
geographic area restrictions in management and franchise
agreements, costs of construction and anticipated room rate
structure, if not managed effectively by our third-party owners could adversely affect the growth of our management
and franchise business.
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Hilton Worldwide
If our third-party property owners are unable to repay or
refinance loans secured by the mortgaged properties, or to
obtain financing adequate to fund current operations or
growth plans, our revenues, profits and capital resources
could be reduced and our business could be harmed.
Many of our third-party property owners pledged their
properties as collateral for mortgage loans entered into at
the time of development, purchase or refinancing. If our
third-party property owners are unable to repay or refinance
maturing indebtedness on favorable terms or at all, their
lenders could declare a default, accelerate the related debt
and repossess the property. A repossession could result in
the termination of our management or franchise agreement
or eliminate revenues and cash flows from the property.
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 and improvement
plans of existing hotels, result in the delay or stoppage of
the development of our existing pipeline and limit additional
development to further expand our hotel portfolio.
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 quality and reputation standards of our brands. This
includes requirements related to the physical condition,
safety standards and appearance of the properties as well
as the service levels provided by hotel employees. These
standards may evolve with customer preference, or we may
introduce new requirements over time. If our property
owners fail to make investments necessary to maintain or
improve the properties in accordance with our standards,
guest preference for our brands could diminish. In addition,
if third-party property owners fail to observe standards or
meet their contractual requirements, we may elect to exercise
our termination rights, which would eliminate revenues from
these properties and cause us to incur expenses related to
terminating these contracts. We may be unable to find suitable
or offsetting replacements for any terminated relationships.
Contractual and other disagreements with third-party
property owners could make us liable to them or result in
litigation costs or other expenses.
Our management and franchise agreements require us
and our hotel owners to comply with operational and performance conditions that are subject to interpretation and
could result in disagreements. Any dispute with a hotel
owner could be very expensive for us, even if the outcome is
ultimately in our favor. We cannot predict the outcome of any
arbitration or litigation, the effect of any negative judgment
against us or the amount of any settlement that we may
enter into with any third party. Furthermore, specific to our
industry, some courts have applied principles of agency law
and related fiduciary standards to managers of third-party
hotel properties, which means that property owners may
assert the right to terminate agreements even where the
agreements do not expressly provide for termination. Our
fees from any terminated property would be eliminated, and
accordingly may negatively affect our results of operations.
The risks resulting from significant investments in
owned and leased real estate 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,
which subjects us to various risks that may not be applicable
to managed or franchised properties, including:
▸ governmental regulations relating to real estate
ownership or operations, including tax, environmental,
zoning and eminent domain laws;
▸ loss in value of real estate due to changes in market
conditions or the area in which real estate is located;
▸ increased potential civil liability 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.
Our efforts to develop, redevelop or renovate our owned and
leased properties could be delayed or become more expensive.
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. There can
be no assurance that our planned replacements and repairs
will occur, or even if completed, will result in improved performance. In addition, these efforts are subject to a number
of risks, including:
▸ construction delays or cost overruns (including labor and
materials);
▸ obtaining zoning, occupancy and other required permits
or authorizations;
▸ changes in economic conditions that may result in
weakened or lack of demand for improvements that we
make or negative project returns;
▸ governmental restrictions on the size or kind
of development;
▸ volatility in the debt and capital markets that may limit
our ability to raise capital for projects or improvements;
▸ lack of availability of rooms or meeting spaces for
revenue-generating activities during construction,
modernization or renovation projects;
▸ force majeure events, including earthquakes, tornadoes,
hurricanes, floods or tsunamis, or acts of terrorism; and
▸ design defects that could increase costs.
If our properties are not updated to meet guest preferences,
if properties under development or renovation are delayed in
opening as scheduled, or if renovation investments adversely
affect or fail to improve performance, our operations and
financial results could be negatively affected.
Our properties may not be permitted to be rebuilt if destroyed.
Certain of our properties may qualify as legally-permissible
nonconforming uses and improvements, including certain of
our iconic and most profitable properties. If a substantial
portion of any such property were to be destroyed by fire or
other casualty, we might not be permitted to rebuild that
property as it now exists, 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.
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 fixedcost 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.
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We have investments in joint venture projects, which
limits our ability to manage third-party risks associated with
these projects.
In most cases, we are minority participants and do not
control the decisions of the joint ventures in which we are
involved. Therefore, joint venture investments may involve
risks such as the possibility that a co-venturer in an investment might become bankrupt, be unable to meet its capital
contribution obligations, have economic or business interests
or goals that are inconsistent with our business interests
or goals or take actions that are contrary to our instructions
or to applicable laws and regulations. In addition, we may
be unable to take action without the approval of our joint
venture partners, or our joint venture partners could take
actions binding on the joint venture without our consent.
Consequently, actions by a co-venturer or other third-party
could expose us to claims for damages, financial penalties
and reputational harm, any of which could adversely affect
our business and operations. In addition, we may agree to
guarantee indebtedness incurred by a joint venture or
co-venturer or provide standard indemnifications to lenders
for loss liability or damage occurring as a result of our
actions or actions of the joint venture or other co-venturers.
Such a guarantee or indemnity may be on a joint and several
basis with a co-venturer, in which case we may be liable in
the event that our co-venturer defaults on its guarantee
obligation. The non-performance of a co-venturer’s
obligations may cause losses to us in excess of the capital
we initially may have invested or committed.
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 diminish 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 cash flow return on
these investments.
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Hilton Worldwide
Our timeshare business is subject to risks associated
with regulation, third-party owners and providing
financing to purchasers.
The timeshare business is subject to extensive regulation.
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, because we provide
financing to some purchasers of timeshare intervals and also
service the resulting loans as well as the loans on inventory
sold by third-party developers for which we provide mar
keting services, we are subject to various federal and state
regulations, including those requiring 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 connection
with our timeshare business, we may be unable to offer
timeshare intervals or associated financing in certain areas,
which could result in a decline in timeshare 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 supply from our owned
timeshare properties, we source interval supply 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 supply
available to be sold by us, which could result in a decrease in
our revenues. In addition, a decline in timeshare interval
supply could result in both a decrease of financing revenues
that are generated from purchasers of timeshare intervals and
fee revenues that are generated by providing management,
loan and collection 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, 2015, we had approximately
$1,082 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. 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 administrative 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, 2015, we had a total of 1,616 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 con
ditions, and the eventual development and construction of
our pipeline not currently under construction is subject to
numerous risks, including, in certain cases, the owner’s or
developer’s ability to obtain adequate financing, obtaining
governmental or regulatory approvals and adequate financing.
As a result, not every hotel in our development pipeline may
develop into a new hotel that enters our system.
New hotel brands or non-hotel branded concepts that
we launch in the future may not be as successful as we
anticipate, which could have a material adverse effect
on our business, financial condition or results of
operations.
We launched a new midscale brand, Tru by Hilton, in
January 2016. We introduced a new brand, Canopy by Hilton,
in October 2014, opened our first Curio—A Collection by
Hilton hotel in August 2014, opened the first Herb N’
Kitchen Restaurant in 2013 and opened our first Home2
Suites by Hilton hotel in 2011. We may continue to build our
portfolio by launching new hotel and non-hotel brands in
the future. In addition, the Hilton Garden Inn, DoubleTree by
Hilton and Hampton by Hilton brands have been expanding
into new jurisdictions outside the United 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 brand will have in the development
and consumer marketplaces. If new branded hotel products,
non-hotel branded concepts or brand expansions are not as
successful as we anticipate, we may not recover the costs
we incurred in their development or expansion, which could
have a material adverse effect on our business, financial
condition 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. Although we have a cold disaster
recovery site in a separate location to back up our core
reservation, distribution and financial systems, substantially
all of our data center operations are currently located in
a single facility. Any loss or damage to our primary facility
could result in operational disruption and data loss as we
move production operations to our disaster recovery site.
Damage or interruption to our information systems
may require a significant investment to update, remediate
or replace with alternate systems, and we may suffer
interruptions in our operations as a result. In addition, costs
and potential problems 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 interruptions or failures in
our systems, including those that may result from our failure
to adequately develop, implement and maintain a robust
disaster recovery plan and backup systems could severely
affect our ability to conduct normal business operations and,
as a result, have a material adverse effect on our business
operations and financial performance.
2015 Annual Report
19
We rely on third parties for the performance of a significant
portion of our information technology functions worldwide.
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.
Even if we are fully compliant with legal standards and
contractual requirements, we still may not be able to prevent
security b...
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