Edgar Filing: Hilton Worldwide Holdings Inc.

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018



¨	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		27-4384691
(State or other jurisdiction of incorporation or organization)		(I.R.S. 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

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:



Large accelerated filer x		Accelerated filer ¨
Non-accelerated filer ¨		Smaller reporting company ¨
		Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ¨

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

The number of shares outstanding of the registrant's common stock, par value $0.01 per share, as of October 18, 2018 was 296,569,995.

HILTON WORLDWIDE HOLDINGS INC.

FORM 10-Q TABLE OF CONTENTS



		Page No.
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	2
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	48

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3.	Defaults Upon Senior Securities	49
Item 4.	Mine Safety Disclosures	49
Item 5.	Other Information	50
Item 6.	Exhibits	50
	Signatures	51

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

(unaudited)



	September 30,			December 31,
	2018			2017
ASSETS
Current Assets:
Cash and cash equivalents	$	621		$	570
Restricted cash and cash equivalents	79			100
Accounts receivable, net of allowance for doubtful accounts of $40 and $29	1,051			1,005
Prepaid expenses	166			127
Income taxes receivable	39			36
Other	79			169
Total current assets (variable interest entities - $86 and $93)	2,035			2,007
Intangibles and Other Assets:
Goodwill	5,170			5,190
Brands	4,876			4,890
Management and franchise contracts, net	892			953
Other intangible assets, net	417			433
Property and equipment, net	361			353
Deferred income tax assets	111			111
Other	281			291
Total intangibles and other assets (variable interest entities - $181 and $171)	12,108			12,221
TOTAL ASSETS	$	14,143		$	14,228
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	1,358		$	1,416
Current portion of deferred revenues	299			366
Current maturities of long-term debt	15			46
Income taxes payable	18			12
Current portion of liability for guest loyalty program	723			622
Total current liabilities (variable interest entities - $56 and $58)	2,413			2,462
Long-term debt	7,559			6,556
Deferred revenues	814			829
Deferred income tax liabilities	980			931
Liability for guest loyalty program	906			839
Other	891			920
Total liabilities (variable interest entities - $259 and $271)	13,563			12,537
Commitments and contingencies - see Note 14
Equity:
Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of September 30, 2018 and December 31, 2017	—			—
Common stock, $0.01 par value; 10,000,000,000 authorized shares, 331,927,869 issued and 296,962,195 outstanding as of September 30, 2018 and 331,054,014 issued and 317,420,933 outstanding as of December 31, 2017	3			3
Treasury stock, at cost; 34,965,674 shares as of September 30, 2018 and 13,633,081 shares as of December 31, 2017	(2,452		)	(891		)
Additional paid-in capital	10,349			10,298
Accumulated deficit	(6,580		)	(6,981		)
Accumulated other comprehensive loss	(746		)	(741		)
Total Hilton stockholders' equity	574			1,688
Noncontrolling interests	6			3
Total equity	580			1,691
TOTAL LIABILITIES AND EQUITY	$	14,143		$	14,228

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
Revenues
Franchise fees	$	407		$	358		$	1,142		$	995
Base and other management fees	80			84			241			246
Incentive management fees	57			53			171			159
Owned and leased hotels	373			383			1,099			1,052
Other revenues	27			21			72			78
	944			899			2,725			2,530
Other revenues from managed and franchised properties	1,309			1,192			3,893			3,533
Total revenues	2,253			2,091			6,618			6,063

Expenses
Owned and leased hotels	331			340			1,003			935
Depreciation and amortization	81			83			242			252
General and administrative	109			106			328			330
Other expenses	10			7			36			41
	531			536			1,609			1,558
Other expenses from managed and franchised properties	1,337			1,223			3,939			3,632
Total expenses	1,868			1,759			5,548			5,190

Operating income	385			332			1,070			873

Interest expense	(99		)	(85		)	(277		)	(260		)
Gain (loss) on foreign currency transactions	(6		)	2			(7		)	3
Loss on debt extinguishment	—			—			—			(60		)
Other non-operating income, net	13			7			26			16

Income before income taxes	293			256			812			572

Income tax expense	(129		)	(96		)	(268		)	(213		)

Net income	164			160			544			359
Net income attributable to noncontrolling interests	(2		)	(2		)	(4		)	(4		)
Net income attributable to Hilton stockholders	$	162		$	158		$	540		$	355

Earnings per share:
Basic	$	0.55		$	0.49		$	1.77		$	1.09
Diluted	$	0.54		$	0.49		$	1.76		$	1.08

Cash dividends declared per share	$	0.15		$	0.15		$	0.45		$	0.45

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(unaudited)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
Net income	$	164		$	160		$	544		$	359
Other comprehensive income (loss), net of tax benefit (expense):
Currency translation adjustment, net of tax of $(1), $—, $— and $1	(11		)	44			(56		)	117
Pension liability adjustment, net of tax of $—, $(1), $(1) and $(2)	1			—			4			4
Cash flow hedge adjustment, net of tax of $(2), $(2), $(16) and $2	6			3			47			(4		)
Total other comprehensive income (loss)	(4		)	47			(5		)	117

Comprehensive income	160			207			539			476
Comprehensive income attributable to noncontrolling interests	(2		)	(1		)	(4		)	(3		)
Comprehensive income attributable to Hilton stockholders	$	158		$	206		$	535		$	473

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)



	Nine Months Ended
	September 30,
	2018			2017
Operating Activities:
Net income	$	544		$	359
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of contract acquisition costs	20			12
Depreciation and amortization	242			252
Loss (gain) on foreign currency transactions	7			(3		)
Loss on debt extinguishment	—			60
Share-based compensation	103			91
Deferred income taxes	29			(160		)
Contract acquisition costs	(82		)	(51		)
Working capital changes and other	51			35
Net cash provided by operating activities	914			595
Investing Activities:
Capital expenditures for property and equipment	(51		)	(36		)
Payments received on other financing receivables	49			7
Capitalized software costs	(62		)	(45		)
Other	(16		)	(21		)
Net cash used in investing activities	(80		)	(95		)
Financing Activities:
Borrowings	1,676			1,823
Repayment of debt	(701		)	(1,848		)
Debt issuance costs and redemption premium	(21		)	(69		)
Dividends paid	(137		)	(147		)
Cash transferred in spin-offs of Park and HGV	—			(501		)
Repurchases of common stock	(1,561		)	(625		)
Distributions to noncontrolling interests	(1		)	(1		)
Tax withholdings on share-based compensation	(42		)	(28		)
Acquisition of noncontrolling interest	(3		)	—
Net cash used in financing activities	(790		)	(1,396		)

Effect of exchange rate changes on cash, restricted cash and cash equivalents	(14		)	8
Net increase (decrease) in cash, restricted cash and cash equivalents	30			(888		)
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	670			1,183
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	—			501
Cash, restricted cash and cash equivalents, beginning of period	670			1,684
Cash, restricted cash and cash equivalents, end of period	$	700		$	796

Supplemental Disclosures:
Cash paid during the year:
Interest	$	208		$	225
Income taxes, net of refunds	230			377
Non-cash financing activities:
Spin-offs of Park and HGV	$	—		$	30

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1: Organization

Hilton Worldwide Holdings Inc. (the "Parent," or together with its subsidiaries, "Hilton," "we," "us," "our" or the "Company"), a Delaware corporation, is one of the largest hospitality companies in the world and is engaged in managing, franchising, owning and leasing hotels and resorts, including timeshare properties. As of September 30, 2018, we managed, franchised, owned or leased 5,560 hotels and resorts, totaling 894,158 rooms in 109 countries and territories.

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

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

Basis of Presentation

The accompanying condensed consolidated financial statements for the three and nine months ended September 30, 2018 and 2017 have been prepared in accordance with United States of America ("U.S.") generally accepted accounting principles ("GAAP") and are unaudited. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP. Although we believe the disclosures made are adequate to prevent the information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Additionally, interim results are not necessarily indicative of full year performance. In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All material intercompany transactions have been eliminated in consolidation.

On January 1, 2018, we adopted the requirements of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") using the full retrospective approach as of January 1, 2016. All amounts and disclosures set forth in this Form 10-Q reflect the necessary adjustments required for the adoption of this standard, including the reclassification of prior year balances to conform to current year presentation. See "Summary of Significant Accounting Policies" below for additional information.

Summary of Significant Accounting Policies

Our significant accounting policies are detailed in Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The significant accounting policies that changed as a result of the adoption of ASU 2014-09 are set forth below.

Revenue Recognition

Revenues are primarily derived from management and franchise contracts with third-party hotel and resort owners, as well as from our owned and leased hotels. The majority of our performance obligations are a series of distinct goods or services, for which we receive variable consideration through our management and franchise fees or fixed consideration through our owned and leased hotels. We allocate the variable fees to the distinct services to which they relate applying the prescribed variable consideration allocation guidance, and we allocate fixed consideration to the related performance obligations based on the present value of the allocated variable cash flows. We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less, which it is in substantially all cases. Additionally, we do not typically include extended payment terms in our contracts with customers.

Management and franchise revenues

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


•	Intellectual Property ("IP") licenses grant the right to access our hotel system IP, including brand IP, reservations systems and property management systems.


•	Hotel management services include providing day-to-day management services of the hotels for the property owners.


•	Development services include providing consultative services (e.g., design assistance and contractor selection) to the property owner to assist with the construction of the hotel prior to the hotel opening.


•	Pre-opening services include providing services (e.g., advertising, budgeting, e-commerce strategies, food and beverage testing) to the property owner to assist in preparing for the hotel opening.


•	Material rights for free or discounted goods or services to hotel guests are satisfied at the earlier point in time of either when the material right expires or the underlying free or discounted good or service is provided to the hotel guest.

Each of the identified performance obligations related to management and franchise revenues is considered to be a series of distinct services transferred over time. While the underlying activities may vary from day to day, the nature of the promises are the same each day, and the property owner can independently benefit from each day's services. Management and franchise fees are typically based on the sales or usage of the underlying hotel, with the exception of fixed upfront fees, which usually represent an insignificant portion of the transaction price.

Franchise fees represent fees earned in connection with the licensing of one of our brands, usually under long-term contracts with the property owner, and include the following:


•	Royalty fees are generally based on a percentage of the hotel's monthly gross room revenue and, in some cases, may also include a percentage of gross food and beverage revenues and other revenues, as applicable. These fees are typically billed and collected monthly, and revenue is generally recognized as services are provided.

•

Application, initiation and other fees are charged when: (i) new hotels enter our system; (ii) there is a change of ownership of a hotel; or (iii) contracts with properties already in our system are extended. These fees are typically fixed and collected upfront and are recognized as revenue over the term of the franchise contract. We do not consider this advance consideration to include a significant financing component, since it is used to protect us from the property owner failing to adequately complete some or all of its obligations under the contract.

•

License fees are earned from: (i) a license agreement with HGV to use certain Hilton marks and IP in its timeshare business, which are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed; and (ii) co-brand credit card arrangements, which are recognized as revenue when points for our guest loyalty program, Hilton Honors, are issued, generally as spend on the co-branded credit card occurs; see further discussion below under "Hilton Honors."

Consideration paid or anticipated to be paid to incentivize hotel owners to enter into franchise contracts with us is amortized over the life of the applicable contract as a reduction to franchise fees.

Management fees represent fees earned from hotels that we manage, usually under long-term contracts with the property owner, and include the following:


•	Base management fees are generally based on a percentage of the hotel's monthly gross revenue. Base fees are typically billed and collected monthly, and revenue is generally recognized as services are provided.

•

Incentive management fees are generally based on a percentage of the hotel's operating profits and in some cases may be subject to a stated return threshold to the property owner, normally over a one-calendar year period (the "incentive period"). Incentive fee revenue is recognized on a monthly basis, but only to the extent the cumulative fee earned does not exceed the probable fee for the incentive period. Incentive fee payment terms vary, but they are generally billed and collected monthly or annually upon completion of the incentive period.

Consideration paid or anticipated to be paid to incentivize hotel owners to enter into management contracts with us is amortized over the life of the applicable contract as a reduction to base and other management fees.

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

•

Direct reimbursements include payroll and related costs and certain other operating costs of the managed and franchised properties' operations, which are contractually reimbursed to us by the property owners as expenses are incurred. Revenue is recognized based on the amount of expenses incurred by Hilton, which are presented as other expenses from managed and franchised properties in our consolidated statements of operations, that are then reimbursed to us by the property owner typically on a monthly basis, which results in no net effect on operating income (loss) or net income (loss).

•

Indirect reimbursements include marketing expenses and other expenses associated with our brands and shared services, which are paid from fees collected by Hilton from the managed and franchised properties. Indirect reimbursements are typically billed and collected monthly, based on the underlying hotel's sales or usage (e.g., gross room revenues and number of reservations processed), and revenue is generally recognized as services are provided. System implementation fees charged to property owners are deferred and recognized as revenue over the term of the management or franchise contract. The corresponding expenses are expensed as incurred and are presented as other expenses from managed and franchised properties in our consolidated statements of operations and are expected to equal the revenues earned from indirect reimbursements over time.

The management and franchise fees and reimbursements from third-party hotel owners are allocated to the performance obligations and the distinct services to which they relate using their estimated standalone selling prices. The terms of the fees earned under the contract relate to a specific outcome of providing the services (e.g., hotel room sales) or to Hilton's efforts (e.g., costs) to satisfy the performance obligations. We use time as the measure of progress to recognize as revenue the fees that are allocated to the period earned per the contract or to the period when the reimbursable costs are incurred.

Owned and leased hotel revenues

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


•	Cancellable room reservations or ancillary services are typically satisfied as the good or service is transferred to the hotel guest, which is generally when the room stay occurs.


•	Noncancellable room reservations and banquet or conference reservations represent a series of distinct goods or services provided over time and satisfied as each distinct good or service is provided, which is reflected by the duration of the room reservation.


•	Material rights for free or discounted goods or services are satisfied at the earlier point in time when the material right expires or the underlying free or discounted good or service is provided to the hotel guest.


•	Other ancillary goods and services are purchased independently of the room reservation at standalone selling prices and are considered separate performance obligations, which are satisfied when the related good or service is provided to the hotel guest.


•	Components of package reservations for which each component could be sold separately to other hotel guests are considered separate performance obligations and are satisfied as set forth above.

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

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

performance obligations to which a portion of the transaction price is allocated based on the estimated standalone selling prices of the good or service, adjusted for the likelihood the hotel guest will exercise the right.

Other revenues

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

Taxes and fees collected on behalf of governmental agencies

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

Contract Assets

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

Contract Liabilities

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

Intangible Assets with Finite Useful Lives

We have certain finite lived intangible assets that were initially recorded at their fair value in connection with the October 24, 2007 transaction whereby we became a wholly owned subsidiary of affiliates of The Blackstone Group L.P. ("Blackstone") (the "Merger"). These intangible assets consist of management contracts, franchise contracts, leases, certain proprietary technologies and our Hilton Honors guest loyalty program. Additionally, we capitalize cash consideration paid to incentivize hotel owners to enter into management and franchise contracts with us as contract acquisition costs and the incremental costs to obtain or fulfill the contracts as development commissions, which are generally fixed. We also capitalize costs incurred to develop internal-use computer software and costs to acquire software licenses, as well as internal and external costs incurred in connection with the development of upgrades or enhancements that result in additional information technology functionality.

Intangible assets with finite useful lives are amortized using the straight-line method over their respective estimated useful lives, which for contract acquisition costs and development commissions is the contract term, including any renewal periods that are at our sole option. These estimated useful lives are generally as follows: management contracts recorded at the Merger (13 to 16 years); management contract acquisition costs and development commissions (20 to 30 years); franchise contracts recorded at the Merger (12 to 13 years); franchise contract acquisition costs and development commissions (10 to 20 years); leases (12 to 35 years); Hilton Honors (16 years); and capitalized software development costs (3 years). In our consolidated statements of operations, the amortization of these intangible assets, excluding contract acquisition costs, is included in depreciation and amortization expense, and the amortization of contract acquisition costs is recognized as a reduction to franchise fees and base and other management fees, based on contract type. Costs incurred prior to the acquisition of a contract, such as external legal costs, are expensed as incurred and included in general and administrative expenses in our consolidated statements of operations. Cash flows for contract acquisition costs and development commissions are included as operating activities in our consolidated statements of cash flows.

We review all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations.

Hilton Honors

Hilton Honors is our guest loyalty and marketing program provided to our hotel and resort properties. Nearly all of our owned, leased, managed and franchised properties participate in the Hilton Honors program. Hilton Honors members earn points based on their spending at our participating properties and through participation in affiliated partner programs. When points are earned by Hilton Honors members, they are provided with a material right to free or discounted goods or services in the future upon accumulation of the required level of Hilton Honors points. Points may be redeemed for the right to stay at participating properties, as well as for other goods and services from third parties, including, but not limited to, airlines, car rentals, cruises, vacation packages, shopping and dining.

As points are issued to a Hilton Honors member, the property or program partner pays Hilton Honors based on an estimated cost per point for the costs of operating the program, which include marketing, promotion, communication and administrative expenses, as well as the estimated cost of award redemptions. When these payments are received we record amounts equal to the estimated cost per point of the future redemption obligation within the liability for guest loyalty program and any amounts received in excess of the estimated cost per point within deferred revenues in our consolidated balance sheets. We engage outside actuaries to assist in determining the fair value of the future redemption obligation using statistical formulas that project future point redemptions based on factors that include historical experience, an estimate of points that will eventually be redeemed, which includes an estimate of "breakage" for points that will never be redeemed, and the cost of reimbursing properties and other third parties with respect to other redemption opportunities available to Hilton Honors members. When points are issued as a result of a stay at an owned or leased hotel, we recognize a reduction in owned and leased hotel revenues, since we are also the guest loyalty program sponsor. For the Hilton Honors fees that are charged to the participating properties, we allocate the fees to the material right created by the Hilton Honors points that are issued using the variable consideration allocation guidance, since the fees are directly related to the issuance of Hilton Honors points to the Hilton Honors member and Hilton's efforts to satisfy the future redemption of those Hilton Honors points.

The transaction prices for the Hilton Honors points are reduced by the expected payments to the third parties that will provide the free or discounted room or service using the actuarial projection of the cost per point. The remaining transaction price is then further allocated to the points that are expected to be redeemed, adjusting the points that are issued for estimated breakage, and recognized when those points are redeemed. While the points are outstanding, both the estimate of the expected payments to third parties (cost per point) and the estimated breakage are reevaluated, and the amount of revenue recognized when each point is redeemed is adjusted so that the final amount allocated to the material right is reflective of the amount retained for providing the free or discounted goods and services, net of the payments to third parties and points not redeemed.

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

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

Recently Issued Accounting Pronouncements

Adopted Accounting Standards

In March 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-07 ("ASU 2017-07"), Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic

Postretirement Benefit Cost. This ASU requires employers to report the service cost component of net periodic pension cost in the same line item or items of the statement of operations as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic pension cost must be presented separately from the service cost component and outside of a subtotal of income (loss) from operations. We adopted ASU 2017-07 on January 1, 2018 on a retrospective basis in our condensed consolidated statements of operations, which includes presenting: (i) the service cost component of net periodic pension cost in owned and leased hotel expenses and general and administrative expenses; and (ii) the other components of net periodic pension cost in other non-operating income (loss), net in our condensed consolidated statements of operations. Prior to adoption, all net periodic pension costs were presented in owned and leased hotel expenses and general and administrative expenses. We have applied the practical expedient permitting us to use the amounts disclosed in our "Employee Benefits Plans" note in our Annual Report on Form 10-K for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. See the "Prior Period Financial Information" below for the effect of the adoption of ASU 2017-07 on our condensed consolidated statements of operations for the three and nine months ended September 30, 2017.

In May 2014, the FASB issued ASU 2014-09. This ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605) and requires entities to recognize revenue when a customer obtains control of promised goods or services and in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Subsequent to ASU 2014-09, the FASB issued several related ASUs to clarify the application of the new revenue recognition standard, collectively referred to herein as ASU 2014-09. We adopted the requirements of ASU 2014-09 on January 1, 2018 using the full retrospective approach, as permitted by the standard, resulting in a cumulative adjustment to accumulated deficit of $212 million as of January 1, 2016.

The provisions of ASU 2014-09 affected our revenue recognition as follows:


•	Application, initiation and other fees are recognized over the term of the franchise contract, rather than upon execution of the contract and the unamortized portion of these fees is included in deferred revenues in our consolidated balance sheets.


•	Contract acquisition costs related to our management and franchise contracts are recognized over the term of the contracts as a reduction to revenue, instead of as amortization expense. This change does not affect net income (loss).


•	Incentive management fees are recognized to the extent that it is probable that a significant reversal will not occur as a result of future hotel profits or cash flows, as opposed to recognizing amounts that would be due if the management contract was terminated at the end of the reporting period. This change does not affect net income (loss) for any full year period.

•

Revenue related to our Hilton Honors guest loyalty program is recognized upon point redemption, net of any reward reimbursement paid to a third party, as opposed to recognized on a gross basis at the time points are issued in conjunction with the accrual of the expected future cost of the reward reimbursement. Additionally, points issued at owned and leased hotels are accounted for as a reduction of owned and leased hotel revenues, as opposed to owned and leased hotel expenses. Fees received in excess of the estimated liability for guest loyalty program are included in deferred revenues in our consolidated balance sheets.


•	Reimbursable fees related to our management and franchise contracts are recognized as they are billed, as opposed to when we incur the related expenses. Timing differences related to the receipt and spend of these fees will no longer be recorded in other assets and other liabilities in our consolidated balance sheets.

We have not retrospectively restated for contract modifications of management and franchise contracts that occurred before January 1, 2016. Instead, we have reflected the aggregate effect of all contract modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price. The estimated effect of applying this practical expedient is to use a longer period over which to straight line any fixed consideration either received from the customer or paid to the customer, since all fees will be amortized over the full contract term beginning on the date of initial execution, rather than amortizing fees received upon contract modifications prospectively from the contract modification date. We do not anticipate that this effect is material given the insignificance of the fixed consideration compared to the overall consideration we expect to earn over the term of the contract. See the "Prior Period Financial Information" below for the effect of the adoption of ASU 2014-09 on our condensed consolidated balance sheet as of December 31, 2017 and our condensed consolidated statements of operations for the three and nine months ended September 30, 2017.

Prior Period Financial Information

The following table presents the effect of the adoption of ASU 2014-09 for the line items affected in our condensed consolidated balance sheet:



	December 31, 2017
	As Previously Reported			Adoption of ASU 2014-09			As Adjusted
	(in millions)
ASSETS
Accounts receivable, net	$	998		$	7		$	1,005
Prepaid expenses	111			16			127
Other current assets	171			(2		)	169
Management and franchise contracts, net	909			44			953
Deferred income tax assets	113			(2		)	111
Other non-current assets	434			(143		)	291
TOTAL ASSETS	14,308			(80		)	14,228

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, accrued expenses and other⁽¹⁾⁽²⁾	1,487			(71		)	1,416
Current portion of deferred revenues⁽¹⁾	41			325			366
Deferred revenues	97			732			829
Deferred income tax liabilities	1,063			(132		)	931
Other non-current liabilities	1,470			(550		)	920
Total liabilities	12,233			304			12,537
Equity:
Accumulated deficit	(6,596		)	(385		)	(6,981		)
Accumulated other comprehensive loss	(742		)	1			(741		)
Total equity	2,075			(384		)	1,691
TOTAL LIABILITIES AND EQUITY	14,308			(80		)	14,228

____________


⁽¹⁾	The current portion of deferred revenues has been separated from accounts payable, accrued expenses and other in the "As Previously Reported" column to conform with current presentation.


⁽²⁾	The current portion of liability for guest loyalty program has been separated from accounts payable, accrued expenses and other to conform with current presentation. The balance was $622 million as of December 31, 2017 and did not change as a result of the adoption of ASU 2014-09.

The following tables present the effect of the adoption of ASU 2014-09 and ASU 2017-07 on our condensed consolidated statements of operations:



	Three Months Ended September 30, 2017
	As Previously Reported			Adoption of ASU 2014-09			Adoption of ASU 2017-07			As Adjusted
	(in millions)
Revenues
Franchise fees	$	373		$	(15	)	$	—		$	358
Base and other management fees	87			(3		)	—			84
Incentive management fees	52			1			—			53
Owned and leased hotels	388			(5		)	—			383
Other revenues	21			—			—			21
	921			(22		)	—			899
Other revenues from managed and franchised properties	1,433			(241		)	—			1,192
Total revenues	2,354			(263		)	—			2,091

Expenses
Owned and leased hotels	345			(5		)	—			340
Depreciation and amortization	83			—			—			83
General and administrative	104			—			2			106
Other expenses	7			—			—			7
	539			(5		)	2			536
Other expenses from managed and franchised properties	1,433			(210		)	—			1,223
Total expenses	1,972			(215		)	2			1,759

Operating income	382			(48		)	(2		)	332

Interest expense	(100		)	15			—			(85		)
Gain on foreign currency transactions	2			—			—			2
Other non-operating income, net	5			—			2			7

Income before income taxes	289			(33		)	—			256

Income tax expense	(108		)	12			—			(96		)

Net income	181			(21		)	—			160
Net income attributable to noncontrolling interests	(2		)	—			—			(2		)
Net income attributable to Hilton stockholders	$	179		$	(21	)	$	—		$	158

Earnings per share:
Basic	$	0.56								$	0.49
Diluted	$	0.55								$	0.49



	Nine Months Ended September 30, 2017
	As Previously Reported			Adoption of ASU 2014-09			Adoption of ASU 2017-07			As Adjusted
	(in millions)
Revenues
Franchise fees	$	1,039		$	(44	)	$	—		$	995
Base and other management fees	255			(9		)	—			246
Incentive management fees	160			(1		)	—			159
Owned and leased hotels	1,065			(13		)	—			1,052
Other revenues	78			—			—			78
	2,597			(67		)	—			2,530
Other revenues from managed and franchised properties	4,264			(731		)	—			3,533
Total revenues	6,861			(798		)	—			6,063

Expenses
Owned and leased hotels	947			(13		)	1			935
Depreciation and amortization	259			(7		)	—			252
General and administrative	326			—			4			330
Other expenses	41			—			—			41
	1,573			(20		)	5			1,558
Other expenses from managed and franchised properties	4,264			(632		)	—			3,632
Total expenses	5,837			(652		)	5			5,190

Operating income	1,024			(146		)	(5		)	873

Interest expense	(304		)	44			—			(260		)
Gain on foreign currency transactions	3			—			—			3
Loss on debt extinguishment	(60		)	—			—			(60		)
Other non-operating income, net	11			—			5			16

Income before income taxes	674			(102		)	—			572

Income tax expense	(251		)	38			—			(213		)

Net income	423			(64		)	—			359
Net income attributable to noncontrolling interests	(4		)	—			—			(4		)
Net income attributable to Hilton stockholders	$	419		$	(64	)	$	—		$	355

Earnings per share:
Basic	$	1.29								$	1.09
Diluted	$	1.28								$	1.08

Accounting Standards Not Yet Adopted

In August 2018, the FASB issued ASU No. 2018-15 ("ASU 2018-15"), Intangibles - Goodwill and Other - Internal-use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU aligns guidance for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with guidance for capitalizing implementation costs to develop or obtain internal-use software. Capitalized implementation costs will be expensed over the term of the arrangement and presented in the same line item in the statement of operations as the fees associated with the service contract. The provisions of ASU 2018-15 are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years; early adoption is permitted. We are currently evaluating the effect that ASU 2018-15 will have on our consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02 ("ASU 2018-02"), Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU permits a reclassification from accumulated other comprehensive income (loss) to retained earnings (deficit) for stranded tax effects that do not reflect the appropriate tax rates as a result of the Tax Cuts and Jobs Act of 2017 (the "TCJ Act"). The provisions of

ASU 2018-02 are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years and should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax rate in the TCJ Act is recognized; early adoption is permitted. We plan to early adopt the provisions of ASU 2018-02 during the fourth quarter of 2018 and expect to reclassify approximately $10 million to $20 million from accumulated other comprehensive loss to accumulated deficit as of January 1, 2018.

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

We intend to adopt ASU 2016-02 on January 1, 2019 and apply the package of practical expedients included therein, as well as utilize the transition method included in ASU 2018-11. By applying ASU 2016-02 at the adoption date, as opposed to at the beginning of the earliest period presented, our reporting for periods prior to January 1, 2019 will continue to be in accordance with Leases (Topic 840). We are continuing to evaluate the effect that ASU 2016-02 will have on our consolidated financial statements, but we expect it to have a material effect on our consolidated balance sheet.

Note 3: Revenues from Contracts with Customers

Contract Liabilities

Our contract liabilities, which are classified as a component of current and long-term deferred revenues, decreased $34 million during the nine months ended September 30, 2018, from $1,087 million as of December 31, 2017 to $1,053 million as of September 30, 2018. The change included a $167 million decrease, which had no effect on revenues, resulting from changes in estimated transaction prices for our performance obligations related to points issued under Hilton Honors. This decrease was partially offset by a $135 million net increase from cash received in advance, for which revenue recognition was deferred, and revenue recognized during the period, mostly related to Hilton Honors. We recognized revenues that were previously deferred as contract liabilities of $33 million and $31 million during the three months ended September 30, 2018 and 2017, respectively, and $149 million and $105 million during the nine months ended September 30, 2018 and 2017, respectively.

Performance Obligations

As of September 30, 2018, we had $478 million of deferred revenues related to unsatisfied performance obligations under Hilton Honors that will be recognized as revenues when the points are redeemed, which is expected to occur over the next two years. Additionally, we had $575 million of deferred revenues related to application, initiation and other fees, which are expected to be recognized as revenues in future periods over the terms of the related contracts.

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

As part of the adoption of ASU 2014-09, we elected not to disclose the amount of the transaction price allocated to our remaining performance obligations as of December 31, 2017 or provide an explanation of when we expect to recognize that amount as revenue.

Note 4: Consolidated Variable Interest Entities

As of September 30, 2018 and December 31, 2017, we consolidated three variable interest entities ("VIEs"): two entities that lease hotel properties and one management company. We are the primary beneficiaries of these consolidated VIEs as we have the power to direct the activities that most significantly affect their economic performance. Additionally, we have the obligation to absorb their losses and the right to receive benefits that could be significant to them. The assets of our consolidated VIEs are only available to settle the obligations of the respective entities. Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily comprised the following:



	September 30,		December 31,
	2018		2017
	(in millions)
Cash and cash equivalents	$	66	$	73
Accounts receivable, net	11		16
Property and equipment, net	67		57
Deferred income tax assets	56		56
Other non-current assets	58		57
Accounts payable, accrued expenses and other	41		43
Long-term debt⁽¹⁾	202		212
Other long-term liabilities	13		13

____________


⁽¹⁾	Includes capital lease obligations of $186 million and $191 million as of September 30, 2018 and December 31, 2017, respectively.

During the nine months ended September 30, 2018 and 2017, we did not provide any financial or other support to any VIEs that we were not previously contractually required to provide, nor do we intend to provide such support in the future.

Note 5: Amortizing Intangible Assets

Amortizing intangible assets were as follows:



	September 30, 2018
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
	(in millions)
Management and franchise contracts:
Management and franchise contracts recorded at Merger⁽¹⁾	$	2,233	$	(1,835	)	$	398
Contract acquisition costs	497		(93		)	404
Development commissions	105		(15		)	90
	$	2,835	$	(1,943	)	$	892

Other intangible assets:
Leases⁽¹⁾	$	293	$	(160	)	$	133
Capitalized software costs	642		(469		)	173
Hilton Honors⁽¹⁾	339		(232		)	107
Other⁽¹⁾	38		(34		)	4
	$	1,312	$	(895	)	$	417



	December 31, 2017
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
	(in millions)
Management and franchise contracts:
Management and franchise contracts recorded at Merger⁽¹⁾	$	2,242	$	(1,716	)	$	526
Contract acquisition costs	416		(74		)	342
Development commissions	97		(12		)	85
	$	2,755	$	(1,802	)	$	953

Other intangible assets:
Leases⁽¹⁾	$	301	$	(153	)	$	148
Capitalized software costs	585		(428		)	157
Hilton Honors⁽¹⁾	341		(217		)	124
Other⁽¹⁾	38		(34		)	4
	$	1,265	$	(832	)	$	433

____________


⁽¹⁾	Includes intangible assets that were initially recorded at their fair value at the time of the Merger.

Amortization of our amortizing intangible assets was as follows:



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
	(in millions)
Recognized in depreciation and amortization expense⁽¹⁾	$	67	$	68	$	202	$	207
Recognized as a reduction of franchise fees and base and other management fees	6		4		20		12

____________


⁽¹⁾	Includes amortization expense of $50 million and $51 million for the three months ended September 30, 2018 and 2017, respectively, and $153 million and $152 million for the nine months ended September 30, 2018 and 2017, respectively, associated with assets recorded at their fair value at the time of the Merger.

We estimate future amortization of our amortizing intangible assets as of September 30, 2018 to be as follows:



	Recognized in Depreciation and Amortization Expense		Recognized as a Reduction of Franchise Fees and Base and Other Management Fees
Year	(in millions)
2018 (remaining)	$	69	$	8
2019	276		25
2020	227		23
2021	89		23
2022	60		20
Thereafter	184		305
	$	905	$	404

Note 6: Debt

Long-term debt balances, including obligations for capital leases, and associated interest rates as of September 30, 2018, were as follows:



	September 30,			December 31,
	2018			2017
	(in millions)
Senior notes with a rate of 4.250%, due 2024	$	1,000		$	1,000
Senior notes with a rate of 4.625%, due 2025	900			900
Senior notes with a rate of 5.125%, due 2026	1,500			—
Senior notes with a rate of 4.875%, due 2027	600			600
Senior secured term loan facility with a rate of 3.97%, due 2023	3,419			3,929
Capital lease obligations with an average rate of 6.32%, due 2021 to 2030	224			233
Other debt with a rate of 3.08% due 2026	17			21
	7,660			6,683
Less: unamortized deferred financing costs and discount	(86		)	(81		)
Less: current maturities of long-term debt⁽¹⁾	(15		)	(46		)
	$	7,559		$	6,556

____________


⁽¹⁾	Balance as of December 31, 2017 is net of unamortized deferred financing costs and discount attributable to current maturities of long-term debt.

Senior Notes

In April 2018, we issued $1.5 billion aggregate principal amount of 5.125% Senior Notes due 2026 (the "2026 Senior Notes"), and incurred $21 million of debt issuance costs. Interest on the 2026 Senior Notes is payable semi-annually in arrears on May 1 and November 1 of each year, beginning November 2018. We used a portion of the net proceeds from the issuance of the 2026 Senior Notes, together with borrowings under our senior secured revolving credit facility (the "Revolving Credit Facility") and available cash, to repurchase 16.5 million shares of our common stock from a former stockholder for $1,171 million and repay $500 million outstanding under our senior secured term loan facility (the "Term Loans"). See "Senior Secured Credit Facility" below for additional information.

In March 2017, we used the proceeds from issuances of the 4.625% Senior Notes due 2025 (the "2025 Senior Notes") and the 4.875% Senior Notes due 2027 (the "2027 Senior Notes") to redeem in full $1.5 billion of Senior Notes due 2021 (the "2021 Senior Notes"). In connection with the repayment, we paid a redemption premium of $42 million and accelerated the recognition of $18 million of unamortized deferred financing costs, which were included in loss on debt extinguishment in our condensed consolidated statement of operations for the nine months ended September 30, 2017.

The 4.250% Senior Notes due 2024 (the "2024 Senior Notes"), the 2025 Senior Notes, the 2026 Senior Notes and the 2027 Senior Notes are guaranteed on a senior unsecured basis by the Parent and substantially all of its direct and indirect wholly owned domestic subsidiaries. See Note 15: "Condensed Consolidating Guarantor Financial Information" for additional details.

Senior Secured Credit Facility

Our senior secured credit facility consists of a $1.0 billion Revolving Credit Facility and the Term Loans. The obligations of our senior secured credit facility are unconditionally and irrevocably guaranteed by the Parent and substantially all of its direct and indirect wholly owned domestic subsidiaries. During the nine months ended September 30, 2018, we borrowed $150 million under the Revolving Credit Facility and all amounts borrowed were repaid in the same period.

In connection with the $500 million repayment of the Term Loans in April 2018, we accelerated the recognition of $5 million of unamortized deferred financing costs and discount, which were included in other non-operating income, net in our condensed consolidated statement of operations for the nine months ended September 30, 2018. Additionally, the interest rate on the remaining balance of the Term Loans was reduced by 25 basis points to LIBOR plus 175 basis points.

As of September 30, 2018, we had $64 million of letters of credit outstanding under our Revolving Credit Facility and a borrowing capacity of $936 million.

Debt Maturities

The contractual maturities of our long-term debt as of September 30, 2018 were as follows:



Year	(in millions)
2018 (remaining)	$	4
2019	16
2020	17
2021	18
2022	18
Thereafter	7,587
	$	7,660

Note 7: Derivative Instruments and Hedging Activities

Cash Flow Hedges

In May 2017, we began hedging foreign exchange-based cash flow variability in certain of our foreign currency denominated management and franchise fees using forward contracts (the "Fee Forward Contracts"). We elected to designate these Fee Forward Contracts as cash flow hedges for accounting purposes. As of September 30, 2018, the Fee Forward Contracts had an aggregate notional amount of $73 million and maturities of 24 months or less.

In March 2017, we entered into two interest rate swap agreements with notional amounts of $1.6 billion and $750 million to swap one-month LIBOR on the Term Loans to fixed rates of 1.98 percent and 2.02 percent, respectively, through March 2022. In May 2018, we settled the interest rate swap with a notional amount of $750 million and received $18 million from the counterparty. Concurrently, we entered into an interest rate swap agreement with a notional amount of $1.6 billion, which swaps one-month LIBOR on the Term Loans to a fixed rate of 3.03 percent, for a term from March 2022 to March 2023. We elected to designate these interest rate swaps as cash flow hedges for accounting purposes.

Non-designated Hedges

As of September 30, 2018, we held short-term forward contracts with an aggregate notional amount of $383 million to offset exposure to fluctuations in certain of our foreign currency denominated cash balances. We elected not to designate these forward contracts as hedging instruments. Depending on the fair value of each contract, we classify it as an asset or liability.

Fair Value of Derivative Instruments

We measure our derivative instruments at fair value, which is estimated using a discounted cash flow analysis, and we consider the inputs used to measure the fair value as Level 2 within the fair value hierarchy. The discounted cash flow analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs of similar instruments, including interest rate curves and spot and forward rates, as applicable, as well as option volatility. The fair values of our derivative instruments in our condensed consolidated balance sheets were as follows:



		September 30,		December 31,
	Balance Sheet Classification	2018		2017
		(in millions)
Cash Flow Hedges:
Interest rate swaps	Other non-current assets	$	48	$	11
Forward contracts	Other current assets	1		—
Forward contracts	Accounts payable, accrued expenses and other	—		1

Non-designated Hedges:
Forward contracts	Other current assets	1		4
Forward contracts	Accounts payable, accrued expenses and other	2		1

Earnings Effect of Derivative Instruments

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



		Three Months Ended						Nine Months Ended
		September 30,						September 30,
	Classification of Gain (Loss) Recognized	2018			2017			2018			2017
		(in millions)
Cash Flow Hedges⁽¹⁾:
Interest rate swaps	Other comprehensive income (loss)	$	8		$	(2	)	$	53		$	(26	)
Interest rate swaps⁽²⁾	Interest expense	—			(5		)	(2		)	(13		)
Forward contracts⁽³⁾	Other comprehensive income (loss)	(1		)	(1		)	2			(1		)

Non-designated Hedges:
Interest rate swaps	Other non-operating income, net	N/A			—			N/A			2
Interest rate swaps⁽⁴⁾	Interest expense	(1		)	(3		)	(6		)	(8		)
Forward contracts	Gain (loss) on foreign currency transactions	(2		)	3			(8		)	10

____________


⁽¹⁾	There were no amounts recognized in earnings related to hedge ineffectiveness or amounts excluded from hedge effectiveness testing during the three and nine months ended September 30, 2018 and 2017.


⁽²⁾	The amount for the three months ended September 30, 2018 was less than $1 million.


⁽³⁾	The earnings effects of the Fee Forward Contracts on fee revenues for the three and nine months ended September 30, 2018 and 2017 were less than $1 million.


⁽⁴⁾	These amounts are related to the interest rate swaps that were dedesignated in 2016 and settled in 2017 and the interest rate swap that was dedesignated and settled in May 2018. The amounts were reclassified to interest expense from accumulated other comprehensive loss as the underlying transactions occurred.

Note 8: Fair Value Measurements

We did not elect the fair value measurement option for any of our financial assets or liabilities. The fair values of certain financial instruments and the hierarchy level we used to estimate the fair values are shown below, see Note 7: "Derivative Instruments and Hedging Activities" for the fair value information of our derivative instruments:



	September 30, 2018
			Hierarchy Level
	Carrying Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	237	$	—	$	237	$	—
Restricted cash equivalents	15		—		15		—
Liabilities:
Long-term debt⁽¹⁾	7,333		3,940		—		3,436



	December 31, 2017
			Hierarchy Level
	Carrying Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	284	$	—	$	284	$	—
Restricted cash equivalents	12		—		12		—
Liabilities:
Long-term debt⁽¹⁾	6,348		2,575		—		3,954

____________


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

The fair values of financial instruments not included in these tables are estimated to be equal to their carrying values as of September 30, 2018 and December 31, 2017. Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values.

Cash equivalents and restricted cash equivalents primarily consisted of short-term interest-bearing money market

funds and commercial paper with maturities of less than 90 days, and time deposits. The estimated fair values were based on available market pricing information of similar financial instruments.

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

Note 9: Income Taxes

Restructuring

During September of 2018, one of our controlled foreign corporations ("CFC") distributed the stock of a subsidiary that owned multiple other subsidiaries (the "September Distribution"). The distributed subsidiaries will now be includible in our U.S. federal and state income tax filings. As a result of the September Distribution, we incurred deferred income tax expense of $29 million, including: (i) U.S. deferred tax liabilities related to the distributed subsidiaries of $32 million; and (ii) remeasuring our existing deferred tax assets and liabilities and other tax liabilities at the effective tax rates at which they will reverse in future periods, resulting in a reduction of liabilities of $3 million.

Tax Cuts and Jobs Act of 2017

On December 22, 2017, the TCJ Act, which permanently reduces the federal corporate income tax rate from a graduated 35 percent to a flat 21 percent rate and imposes a one-time transition tax on earnings of foreign subsidiaries that were previously deferred, was signed into law. As of September 30, 2018, we had not completed our accounting for the tax effects of enactment of the TCJ Act; however, as described below, we made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. We recognized a provisional benefit at December 31, 2017 of $665 million, of which $517 million was the result of the remeasurement of U.S. deferred tax assets and other tax liabilities. The provisional benefit of $517 million recorded at December 31, 2017 on our existing deferred tax balances excludes the income tax impact of the adoption of ASU 2014-09. As of September 30, 2018, we made adjustments to the provisional amounts recorded at December 31, 2017, as described below.

Provisional Amounts

•

Deferred tax assets and liabilities and other tax liabilities. We remeasured deferred tax assets and liabilities and other tax liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent. The provisional amounts recorded at December 31, 2017 related to the remeasurement of our deferred tax assets and liabilities, uncertain tax position reserves, and other tax liabilities were income tax benefits of $517 million, $33 million and $84 million, respectively. However, this remeasurement was based on estimates as of the enactment date of the TCJ Act and our existing analysis of the numerous complex tax law changes in the TCJ Act. Upon refinement of our calculations, we adjusted our provisional amount by recording additional tax benefits of $2 million and $10 million, during the three and nine months ended September 30, 2018, respectively, which are included as components of income tax expense. We will continue to analyze the tax law changes in the TCJ Act, including the impact on our 2017 tax return filing positions throughout the 2018 fiscal year, and update our provisional amounts related to the remeasurement of these balances.

•

Foreign taxation changes. A one-time transition tax is applied to foreign earnings previously not subjected to U.S. tax. The one-time transition tax is based on our total post-1986 earnings and profits ("E&P") that were previously deferred from U.S. income taxes, but is assessed at a lower tax rate than the federal corporate tax rate of 35 percent. We recorded a provisional amount for our one-time transition tax liability for our foreign subsidiaries based on estimates, as of the enactment date of the TCJ Act, for our controlled foreign subsidiaries and estimates of the total post-1986 E&P for noncontrolled foreign subsidiaries. We previously recorded a federal deferred tax liability for our deferred earnings at the statutory 35 percent rate. The application of the transition tax results in the deferred earnings previously recorded at 35 percent being subjected to a lower rate, resulting in a provisional income tax benefit at December 31, 2017 of $15 million. As a result of additional guidance issued by the U.S. Treasury Department, we refined our calculations and recorded additional tax expense of $1 million and tax benefit of $2 million during the

three and nine months ended September 30, 2018, respectively. Additionally, we had not recorded certain deferred tax assets, related primarily to E&P deficits, for some foreign subsidiaries based upon an expectation that no tax benefit from such assets would be realized within the foreseeable future. The recognition of tax benefits from the deferred tax assets previously not recorded resulted in a provisional income tax benefit at December 31, 2017 of $16 million. We will continue to update our provisional amounts related to the transition tax as the U.S. Treasury Department provides further guidance.

With the changes made to the U.S. taxation of foreign entities, including the change to a territorial system of taxation, the introduction of a dividend participation exemption and the changes to the current taxation of global intangible low-taxed income ("GILTI"), we determined our current method of calculating CFC outside basis should be revised to incorporate the TCJ Act changes. As of September 30, 2018, we were able to determine a reasonable estimate of the TCJ Act’s effects on our recognition of deferred tax assets and liabilities for outside basis differences in our investments in foreign subsidiaries. As permitted, we recorded provisional deferred tax liabilities of $31 million for the three and nine months ended September 30, 2018 within income tax expense in our condensed consolidated statements of operations.

We will further analyze the impact of the TCJ Act on foreign earnings and on our tax positions throughout fiscal year 2018 as the U.S. Treasury Department provides further guidance to allow us to complete the required accounting for our outside basis differences in our investments in foreign subsidiaries.

GILTI and Foreign Derived Intangible Income ("FDII")

The TCJ Act subjects a U.S. stockholder to current tax on GILTI earned by certain foreign subsidiaries. In addition, the TCJ Act provides for FDII to be taxed at a lower effective rate than the statutory rate by allowing a tax deduction against the income. Interpretive guidance on the accounting for GILTI states that an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. As of September 30, 2018, we have elected to recognize the current tax on GILTI as a period expense in the period the tax is incurred. We have included the current tax impact of both GILTI and the FDII deduction in our estimated annual effective tax rate as of September 30, 2018.

Income Tax Provision

At the end of each quarter, we estimate the effective income tax rate expected to be applied for the full year. The effective income tax rate is determined by the level and composition of pre-tax income or loss, which is subject to federal, state, local and foreign income taxes. The September Distribution increased our effective tax rate above the statutory tax rate by 10 percent percent and 4 percent for the three and nine months ended September 30, 2018, respectively. Additionally, updates to our provisional amounts related to the TCJ Act increased our effective tax rate above the statutory rate by 10 percent and 2 percent for the three and nine months ended September 30, 2018, respectively.

Our total unrecognized tax benefits as of September 30, 2018 and December 31, 2017 were $311 million and $283 million, respectively. We have also accrued a cumulative total of approximately $39 million and $33 million for the payment of interest and penalties as of September 30, 2018 and December 31, 2017, respectively. Included in the balances of unrecognized tax benefits as of September 30, 2018 and December 31, 2017 were $307 million and $285 million, respectively, associated with positions that, if favorably resolved, would provide a benefit to our effective income tax rate. During the three and nine months ended September 30, 2018, we increased our reserve for tax uncertainties by $26 million and $28 million, respectively, for positions that we determined were not more likely than not to receive a full benefit upon audit.

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

adjustments are also being protested in appeals and formal appeals protests have been submitted. In April 2016, we requested a Technical Advice Memorandum ("TAM") from the IRS with respect to the treatment of the foreign currency gains and losses on loans issued by our Luxembourg subsidiary. We received a taxpayer favorable TAM in October 2018 and this issue is no longer being pursued by IRS Appeals for any of the open tax years. In September 2018, we received a 30-day Letter from the IRS and the RAR for the 2011 through 2013 tax years, which reflects proposed adjustments for the carryover effect of the two remaining protested issues from 2006 through October 2007. The adjustments for tax years 2011 through 2013 will also be protested in appeals and formal protests will be submitted during the fourth quarter of 2018. After receipt of the TAM relating to the Luxembourg subsidiary, in total, the two remaining proposed adjustments sought by the IRS would result in additional U.S. federal tax owed of approximately $817 million, excluding interest and penalties and potential state income taxes. The portion of this amount related to Hilton Honors would result in a decrease to our future tax liability when the points are redeemed. We disagree with the IRS's position on each of these assertions and intend to vigorously contest them. However, based on continuing appeals process discussions with the IRS, we believe that it is more likely than not that we will not recognize the full benefit related to certain of the issues being appealed. Accordingly, we have recorded $50 million of unrecognized tax benefits related to these issues.

We file income tax returns, including returns for our subsidiaries, with federal, state, local and foreign tax jurisdictions. We are under regular and recurring audit by the IRS and other taxing authorities on open tax positions. The timing of the resolution of tax audits is highly uncertain, as are the amounts, if any, that may ultimately be paid upon such resolution. Changes may result from the conclusion of ongoing audits, appeals or litigation in federal, state, local and foreign tax jurisdictions or from the resolution of various proceedings between the U.S. and foreign tax authorities. We are no longer subject to U.S. federal income tax examination for years through 2004. As of September 30, 2018, we remain subject to federal examinations from 2005 through 2017, state examinations from 2005 through 2017 and foreign examinations of our income tax returns for the years 1996 through 2017.

Note 10: Share-Based Compensation

We grant time-vesting restricted stock units and restricted stock (collectively, "RSUs"), nonqualified stock options ("options") and performance-vesting restricted stock units and restricted stock (collectively, "performance shares") to our employees and deferred share units ("DSUs") to members of our board of directors. We recognized share-based compensation expense of $35 million and $32 million during the three months ended September 30, 2018 and 2017, respectively, and $103 million and $91 million during the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018, unrecognized compensation costs for unvested awards was approximately $151 million, which are expected to be recognized over a weighted-average period of 1.8 years on a straight-line basis. As of September 30, 2018, there were 16.1 million shares of common stock available for future issuance under our 2017 Omnibus Incentive Plan, plus any shares subject to awards outstanding under our 2013 Omnibus Incentive Plan, which will become available for issuance under our 2017 Omnibus Incentive Plan if such outstanding awards expire or are terminated or are canceled or forfeited.

RSUs

During the nine months ended September 30, 2018, we granted 0.9 million RSUs with a weighted average grant date fair value per share of $79.31, which generally vest in equal annual installments over two or three years from the date of grant.

Options

During the nine months ended September 30, 2018, we granted 0.6 million options with a weighted average exercise price per share of $79.36, which vest over three years from the date of grant in equal annual installments and terminate 10 years from the date of grant or earlier if the individual’s service terminates under certain circumstances.

The weighted average grant date fair value per share of the options granted during the nine months ended September 30, 2018 was $23.72, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:



Expected volatility⁽¹⁾	27.91	%
Dividend yield⁽²⁾	0.74	%
Risk-free rate⁽³⁾	2.73	%
Expected term (in years)⁽⁴⁾	6.0

____________


⁽¹⁾	Estimated using historical movement of Hilton's stock price.


⁽²⁾	Estimated based on the quarterly dividend and the three-month average stock price at the date of grant.


⁽³⁾	Based on the yields of U.S. Department of Treasury instruments with similar expected lives.


⁽⁴⁾	Estimated using the average of the vesting periods and the contractual term of the options.

As of September 30, 2018, 1.2 million options were exercisable.

Performance Shares

During the nine months ended September 30, 2018, we granted 0.3 million performance shares with a weighted average grant date fair value per share of $79.36. The performance shares are settled at the end of the three-year performance period with 50 percent of the awards subject to achievement based on the compound annual growth rate ("CAGR") of the Company's adjusted earnings before interest expense, a provision for income taxes and depreciation and amortization ("Adjusted EBITDA"), referred to as EBITDA CAGR, and the other 50 percent of the awards subject to achievement based on the Company’s free cash flow ("FCF") per share CAGR, referred to as FCF CAGR.

We determined that the performance conditions for performance shares issued in 2018 and 2017 are probable of achievement and, as of September 30, 2018, we recognized compensation expense based on the following anticipated achievement percentages for these performance shares:



	EBITDA CAGR		FCF CAGR
2017 performance shares	200	%	200	%
2018 performance shares	150	%	150	%

Note 11: Stockholders' Equity and Accumulated Other Comprehensive Loss

The changes in the components of stockholders' equity were as follows:



	Equity Attributable to Hilton Stockholders
					Treasury Stock			Additional Paid-in Capital			Accumulated Deficit⁽¹⁾			Accumulated Other Comprehensive Loss
	Common Stock																Noncontrolling Interests
	Shares		Amount														Noncontrolling Interests			Total
	(in millions)
Balance as of December 31, 2017	317		$	3	$	(891	)	$	10,298		$	(6,981	)	$	(741	)	$	3		$	1,691
Share-based compensation	1		—		—			54			—			—			—			54
Repurchases of common stock	(21	)	—		(1,561		)	—			—			—			—			(1,561		)
Net income	—		—		—			—			540			—			4			544
Other comprehensive loss	—		—		—			—			—			(5		)	—			(5		)
Dividends	—		—		—			—			(139		)	—			—			(139		)
Acquisition of noncontrolling interest	—		—		—			(3		)	—			—			—			(3		)
Distributions	—		—		—			—			—			—			(1		)	(1		)
Balance as of September 30, 2018	297		$	3	$	(2,452	)	$	10,349		$	(6,580	)	$	(746	)	$	6		$	580



	Equity Attributable to Hilton Stockholders
					Treasury Stock			Additional Paid-in Capital		Accumulated Deficit⁽¹⁾			Accumulated Other Comprehensive Loss
	Common Stock															Noncontrolling Interests⁽²⁾
	Shares		Amount													Noncontrolling Interests⁽²⁾			Total
	(in millions)
Balance as of December 31, 2016	329		$	3	$	—		$	10,220	$	(3,545	)	$	(1,001	)	$	(50	)	$	5,627
Share-based compensation	2		—		—			52		—			—			—			52
Repurchases of common stock	(10	)	—		(625		)	—		—			—			—			(625		)
Net income	—		—		—			—		355			—			4			359
Other comprehensive income (loss)	—		—		—			—		—			118			(1		)	117
Dividends	—		—		—			—		(148		)	—			—			(148		)
Spin-offs of Park and HGV	—		—		—			—		(4,318		)	63			49			(4,206		)
Cumulative effect of the adoption of ASU 2016-09	—		—		—			1		(1		)	—			—			—
Distributions	—		—		—			—