HILTON WORLDWIDE HOLDINGS INC.
10-Ks and 10-Qs
PROXIES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended
March 31, 2025
or
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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
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
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Registrant’s telephone number, including area code: (
703
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883-1000
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒ No
☐
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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:
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Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company |
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| Emerging growth company |
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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
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No
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The number of shares outstanding of the registrant's common stock, par value $0.01 per share, as of April 24, 2025 was
237,699,736
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HILTON WORLDWIDE HOLDINGS INC.
FORM 10-Q TABLE OF CONTENTS
| Page No. | ||||||||
| PART I | FINANCIAL INFORMATION | |||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II | OTHER INFORMATION | |||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (unaudited) | |||||||||||
| ASSETS | |||||||||||
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Current Assets:
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Cash and cash equivalents
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$ |
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$ |
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Restricted cash and cash equivalents
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Accounts receivable, net of allowance for credit losses of $
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| Prepaid expenses |
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Other
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Total current assets (variable interest entities
–
$
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Intangibles and Other Assets:
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Goodwill
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Brands
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| Management and franchise contracts, net |
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| Other intangible assets, net |
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Operating lease right-of-use assets
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Property and equipment, net
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Deferred income tax assets
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Other
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Total intangibles and other assets (variable interest entities
–
$
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (DEFICIT) | |||||||||||
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Current Liabilities:
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Accounts payable, accrued expenses and other
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$ |
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$ |
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Current maturities of long-term debt
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Current portion of deferred revenues
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| Current portion of liability for guest loyalty program |
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Total current liabilities (variable interest entities
–
$
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| Long-term debt |
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| Operating lease liabilities |
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Deferred revenues
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| Deferred income tax liabilities |
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| Liability for guest loyalty program |
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| Other |
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Total liabilities (variable interest entities
–
$
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Commitments and contingencies
–
see Note 12
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| Redeemable Noncontrolling Interests |
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Equity (Deficit):
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Common stock, $
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Treasury stock, at cost;
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(
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(
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Additional paid-in capital
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| Accumulated deficit |
(
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(
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Accumulated other comprehensive loss
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(
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(
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Total Hilton stockholders' deficit
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(
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(
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Noncontrolling interests
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| Total deficit |
(
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(
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| TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY (DEFICIT) | $ |
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$ |
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See notes to condensed consolidated financial statements.
2
HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues | |||||||||||
| Franchise and licensing fees | $ |
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$ |
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| Base and other management fees |
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| Incentive management fees |
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Ownership
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| Other revenues |
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Cost reimbursement revenues
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| Total revenues |
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| Expenses | |||||||||||
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Ownership
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| Depreciation and amortization |
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| General and administrative |
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| Other expenses |
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Reimbursed expenses
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| Total expenses |
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Gain on sales of assets, net
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| Operating income |
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| Interest expense |
(
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(
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Gain (loss) on foreign currency transactions
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(
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| Other non-operating income (loss), net |
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(
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| Income before income taxes |
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| Income tax expense |
(
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(
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| Net income |
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Net income attributable to redeemable and nonredeemable noncontrolling interests
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(
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Net income attributable to Hilton stockholders
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$ |
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$ |
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| Earnings per share: | |||||||||||
| Basic | $ |
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$ |
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| Diluted | $ |
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$ |
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| Cash dividends declared per share | $ |
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$ |
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See notes to condensed consolidated financial statements.
3
HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ |
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$ |
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| Other comprehensive income (loss), net of tax benefit (expense): | |||||||||||
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Currency translation adjustment, net of tax of $
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(
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Pension liability adjustment, net of tax of $(
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Cash flow hedge adjustment, net of tax of $
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(
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| Total other comprehensive income (loss) |
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(
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| Comprehensive income |
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| Comprehensive income attributable to redeemable and nonredeemable noncontrolling interests |
(
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(
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Comprehensive income attributable to Hilton stockholders
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$ |
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$ |
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____________
(1)
Amount was less than $1 million.
See notes to condensed consolidated financial statements.
4
HILTON WORLDWIDE HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating Activities: | |||||||||||
| Net income | $ |
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$ |
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| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Amortization of contract acquisition costs |
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| Depreciation and amortization expenses |
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Gain on sales of assets, net
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(
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Loss (gain) on foreign currency transactions
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(
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| Share-based compensation expense |
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| Deferred income taxes |
(
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(
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| Contract acquisition costs, net of refunds |
(
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(
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| Change in deferred revenues |
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| Change in liability for guest loyalty program |
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| Working capital changes and other |
(
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(
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| Net cash provided by operating activities |
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| Investing Activities: | |||||||||||
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Capital expenditures for property and equipment
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(
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(
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Settlements of undesignated derivative financial instruments
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(
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Proceeds from asset dispositions
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| Capitalized software costs |
(
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(
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| Investments in unconsolidated affiliates |
(
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(
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| Net cash used in investing activities |
(
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(
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| Financing Activities: | |||||||||||
| Borrowings |
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| Repayment of debt |
(
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(
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| Debt issuance costs |
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(
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| Dividends paid |
(
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(
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| Repurchases of common stock |
(
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(
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| Share-based compensation tax withholdings |
(
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(
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| Proceeds from share-based compensation |
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| Settlements of interest rate swap with financing component |
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Net cash provided by (used in) financing activities
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(
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| Effect of exchange rate changes on cash, restricted cash and cash equivalents |
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(
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Net increase (decrease) in cash, restricted cash and cash equivalents
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(
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| Cash, restricted cash and cash equivalents, beginning of period |
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| Cash, restricted cash and cash equivalents, end of period | $ |
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$ |
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See notes to condensed consolidated financial statements. For supplemental disclosures, see Note 13: "Supplemental Disclosures of Cash Flow Information."
5
HILTON WORLDWIDE HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1:
Organization and Basis of Presentation
Organization
Hilton Worldwide Holdings Inc. (the "Parent," or together with its subsidiaries, "Hilton," "we," "us," "our" or the "Company"), a Delaware corporation, is one of the largest global hospitality companies and is engaged in managing, franchising, owning and leasing hotels and resorts, and licensing its intellectual property ("IP"), including brand names, trademarks and service marks.
Basis of Presentation
The accompanying condensed consolidated financial statements for the three months ended March 31, 2025 and 2024 have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") and are unaudited. We have condensed or omitted certain disclosures normally included in annual financial statements presented in accordance with GAAP; however, 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, 2024.
During the three months ended March 31, 2025, we revised the captions of certain financial statement line items presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The revisions to our condensed consolidated statement of operations included: (i) changing owned and leased hotels revenues and owned and leased hotels expenses to ownership revenues and ownership expenses, respectively; and (ii) changing other revenues from managed and franchised properties and other expenses from managed and franchised properties to cost reimbursement revenues and reimbursed expenses, respectively. The significant accounting policies for revenues and expenses recognized in each respective line item did not change, and prior period amounts are presented on the same basis as amounts for the three months ended March 31, 2025.
Note 2:
Acquisitions
Graduate by Hilton
In May 2024, we completed the acquisition of the Graduate brand for a total purchase price of $
210
million, $
200
million of which we paid in cash upon closing. The remaining amount was included in accounts payable, accrued expenses and other in our condensed consolidated balance sheet as of March 31, 2025. We accounted for the transaction as an asset acquisition and recorded an indefinite-lived brand intangible asset of $
122
million and franchise contract intangible assets of $
91
million.
NoMad
In April 2024, we acquired a controlling financial interest in both Sydell Hotels & Resorts, LLC and Sydell Holding Company UK Ltd (collectively, the "Sydell Group"), which owns the NoMad brand. We accounted for the transaction as a business combination and recognized an indefinite-lived brand intangible asset with a fair value of $
48
million and management contract intangible assets with an aggregate fair value of $
8
million.
Our redeemable noncontrolling interests relate to our interest in the Sydell Group. The Sydell Group's governing documents contain put options that give the noncontrolling interest holders the right to sell their equity interests to us beginning in the second quarter of 2030, as well as call options that give us the right to purchase the remaining equity interests beginning in the second quarter of 2032. The exercise price of the put and call options is based on a multiple of the Sydell Group's earnings as of the date that such option would be exercised.
6
Note 3:
Revenues from Contracts with Customers
Contract Liabilities
The following table summarizes the activity of our contract liabilities, which are classified as components of current and long-term deferred revenues, during the three months ended March 31, 2025:
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Balance as of December 31, 2024
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$ |
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Cash received in advance and not recognized as revenue
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Revenue recognized
(1)
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(
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Other
(2)
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(
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Balance as of March 31, 2025
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$ |
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____________
(1)
Primarily related to Hilton Honors, our guest loyalty program, including co-branded credit card arrangements.
(2)
Primarily represents the changes in estimated transaction prices for our performance obligations related to the issuance of Hilton Honors points, which had no effect on revenues.
Performance Obligations
As of March 31, 2025, deferred revenues for unsatisfied performance obligations consisted of: (i) $
1,042
million related to Hilton Honors that will be recognized as revenue over approximately the next
two years
; (ii) $
790
million related to advance consideration received from hotel owners for application, initiation and other fees and system implementation fees; and (iii) $
17
million related to other obligations. These performance obligations are recognized as revenue as discussed 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, 2024.
Note 4:
Consolidated Variable Interest Entities
As of March 31, 2025 and December 31, 2024, we consolidated
two
variable interest entities ("VIEs") that each lease one hotel property, both of which are located in Japan, and for which the assets are only available to settle the obligations of the respective entities and the liabilities of the respective entities are non-recourse to us. We consolidated these VIEs since we are the primary beneficiary, having the power to direct the activities that most significantly affect their economic performance. Additionally, we have the obligation to absorb losses and the right to receive benefits that could be significant to each of the VIEs individually.
Our condensed consolidated balance sheets include the assets and liabilities of these entities, including the effect of foreign currency translation, which primarily comprised the following:
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Accounts receivable, net |
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| Property and equipment, net |
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| Deferred income tax assets |
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| Other non-current assets |
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| Accounts payable, accrued expenses and other |
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Long-term debt
(1)
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____________
(1)
Represents finance lease liabilities; includes current maturities of $
14
million and $
13
million as of March 31, 2025 and December 31, 2024, respectively.
7
Note 5:
Debt
Long-term debt balances, including obligations for finance leases, and associated interest rates and maturities as of March 31, 2025, were as follows:
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
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Senior secured term loan facility with a rate of
|
$ |
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$ |
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Senior notes with a rate of
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Senior notes with a rate of
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Senior notes with a rate of
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Senior notes with a rate of
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Senior notes with a rate of
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Senior notes with a rate of
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Senior notes with a rate of
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Senior notes with a rate of
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Senior notes with a rate of
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Senior notes with a rate of
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Finance lease liabilities with a weighted average rate of
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Less: unamortized deferred financing costs and discount
|
(
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(
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Less: current maturities of long-term debt
(3)
|
(
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(
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| $ |
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$ |
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||||||||
____________
(1)
These notes are collectively referred to as the Senior Notes and are jointly and severally guaranteed on a senior unsecured basis by the Parent and substantially all of its direct and indirect wholly owned domestic restricted subsidiaries, other than Hilton Domestic Operating Company Inc. ("HOC"), an indirect wholly owned subsidiary of the Parent and the issuer of all of the series of Senior Notes.
(2)
Includes long-term debt of our consolidated VIEs. Refer to Note 4: "Consolidated Variable Interest Entities" for additional information.
(3)
Represents current maturities of finance lease liabilities and the
5.375
% Senior Notes due 2025 (the "May 2025 Senior Notes"). We believe that we have sufficient sources of liquidity and access to debt financing to address the current maturities of long-term debt at or prior to the respective maturity dates.
Our senior secured credit facilities consist of a senior secured revolving credit facility (the "Revolving Credit Facility") and senior secured term loan facilities (the "Term Loans"). The obligations under our senior secured credit facilities are unconditionally and irrevocably guaranteed by the Parent and substantially all of its direct and indirect wholly owned domestic restricted subsidiaries, other than HOC, the named borrower under the senior secured credit facilities.
No borrowings were outstanding under the Revolving Credit Facility as of March 31, 2025, which had an available borrowing capacity of $
1,908
million after considering $
92
million of outstanding letters of credit.
In April 2025, we issued notice to borrow $
500
million under the Revolving Credit Facility and plan to use the proceeds, together with available cash, to repay, at maturity, all $
500
million in aggregate principal amount of the May 2025 Senior Notes, plus accrued and unpaid interest.
8
Note 6:
Fair Value Measurements
The fair values of certain financial instruments and the hierarchy level we used to estimate the fair values are shown below:
| March 31, 2025 | |||||||||||||||||||||||
| Hierarchy Level | |||||||||||||||||||||||
|
Carrying Value
(1)
|
Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Interest rate swap | $ |
|
$ | — | $ |
|
$ | — | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
|
Long-term debt
(2)
|
|
|
— |
|
|||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Hierarchy Level | |||||||||||||||||||||||
|
Carrying Value
(1)
|
Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Interest rate swap | $ |
|
$ | — | $ |
|
$ | — | |||||||||||||||
| Liabilities: | |||||||||||||||||||||||
|
Long-term debt
(2)
|
|
|
— |
|
|||||||||||||||||||
____________
(1)
The fair values of cash equivalents and restricted cash equivalents approximate their carrying values due to their short-term maturities. The fair values of all other financial instruments not included in these tables are estimated to be equal to their carrying values.
(2)
The carrying values and fair values exclude the deduction for unamortized deferred financing costs and any applicable discounts, as well as all finance lease liabilities; refer to Note 5: "Debt" for additional information.
We measured our interest rate swap at fair value, which was determined using a discounted cash flow analysis that reflects the contractual terms of the interest rate swap, including the period to maturity, and uses observable market-based inputs of similar instruments, including interest rate curves, as applicable.
Note 7:
Income Taxes
At the end of each quarter, we estimate the effective income tax rate expected to be applied for the full year. The effective income tax rate is determined by the level and composition of income (loss) before income taxes, which is subject to federal, state, local and foreign income taxes.
Note 8:
Share-Based Compensation
Our share-based compensation primarily consists of awards that we grant to eligible employees under the Hilton 2017 Omnibus Incentive Plan (the "2017 Plan") and includes time-vesting restricted stock units ("RSUs"), nonqualified stock options ("options") and performance-vesting RSUs ("performance shares"). We recognized share-based compensation expense of $
36
million and $
41
million during the three months ended March 31, 2025 and 2024, respectively, which included amounts reimbursed by hotel owners.
RSUs
During the three months ended March 31, 2025, we granted
376,000
RSUs with a grant date fair value per share of $
259.10
, which vest in equal annual installments over
or
three years
from the date of grant.
Options
During the three months ended March 31, 2025, we granted
204,000
options with an exercise price per share of $
259.10
, which vest in equal annual installments over
three years
from the date of grant and terminate
10
years from the date of grant or earlier if the individual’s service terminates under certain circumstances.
9
The grant date fair value per share of the options granted during the three months ended March 31, 2025 was $
93.02
, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:
|
Expected volatility
(1)
|
|
% | |||
|
Dividend yield
(2)
|
|
% | |||
|
Risk-free rate
(3)
|
|
% | |||
|
Expected term (in years)
(4)
|
|
||||
____________
(1)
Estimated using a blended approach of historical and implied volatility. Historical volatility is based on the historical movement of Hilton's stock price for a period that corresponds to the expected term of the option.
(2)
Estimated based on the expected quarterly dividend and the three-month average stock price at the date of grant.
(3)
Based on the yield of a U.S. Department of Treasury instrument with a similar expected term of the options at the date of grant.
(4)
Estimated using the midpoint of the vesting period and the contractual term of the options as we do not have sufficient historical share option exercise data to estimate the term of the options.
Performance Shares
During the three months ended March 31, 2025, we granted
147,000
performance shares with a grant date fair value per share of $
259.10
, which vest
three years
from the date of grant based on the achievement of various performance measures.
As of March 31, 2025, we determined that all of the performance measures for all outstanding performance shares granted in 2023, 2024 and 2025 were probable of achievement, with the average of the applicable achievement factors estimated to be between the target and maximum achievement percentages for the performance shares granted in 2023, nearly at the target achievement percentage for performance shares granted in 2024 and at the target achievement percentage for the performance shares granted in 2025.
Note 9:
Earnings Per Share
The following table presents the calculation of basic and diluted earnings per share ("EPS"):
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
|
(in millions,
except per share amounts)
|
|||||||||||
| Basic EPS: | |||||||||||
| Numerator: | |||||||||||
|
Net income attributable to Hilton stockholders
|
$ |
|
$ |
|
|||||||
| Denominator: | |||||||||||
| Weighted average shares outstanding |
|
|
|||||||||
| Basic EPS | $ |
|
$ |
|
|||||||
| Diluted EPS: | |||||||||||
| Numerator: | |||||||||||
|
Net income attributable to Hilton stockholders
|
$ |
|
$ |
|
|||||||
| Denominator: | |||||||||||
|
Weighted average shares outstanding
(1)
|
|
|
|||||||||
| Diluted EPS | $ |
|
$ |
|
|||||||
____________
(1)
Amounts for both periods include less than 1 million shares related to share-based compensation that were excluded from the calculations of diluted EPS because their effect would have been anti-dilutive under the treasury stock method.
10
Note 10:
Noncontrolling Interests, Stockholders' Equity (Deficit) and Accumulated Other Comprehensive Loss
The following tables present the changes in the redeemable and nonredeemable noncontrolling interests and the components of stockholders' equity (deficit) attributable to Hilton stockholders:
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Redeemable Noncontrolling Interests | Treasury Stock |
Additional
Paid-in Capital |
Accumulated Deficit |
Accumulated
Other Comprehensive Loss |
||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock |
Noncontrolling
Interests |
Total Deficit
|
||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
|
(in millions)
|
(in millions)
|
|||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ |
|
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||||||||||||||||
|
Net income (loss)
|
(
|
— | — | — | — |
|
— |
|
|
|||||||||||||||||||||||||||||||||||||||||
|
Other comprehensive income
|
— | — | — | — | — | — |
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
Dividends
|
— | — | — | — | — |
(
|
— | — |
(
|
|||||||||||||||||||||||||||||||||||||||||
|
Repurchases of common stock
|
— |
(
|
— |
(
|
— | — | — | — |
(
|
|||||||||||||||||||||||||||||||||||||||||
|
Share-based compensation
|
— |
|
— |
|
(
|
— | — | — |
(
|
|||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ |
|
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| Treasury Stock |
Additional
Paid-in Capital |
Accumulated Deficit |
Accumulated
Other Comprehensive Loss |
||||||||||||||||||||||||||||||||||||||||||||
| Common Stock |
Noncontrolling
Interests |
Total Deficit
|
|||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 |
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
||||||||||||||||||||||||||||||||
| Net income | — | — | — | — |
|
— |
|
|
|||||||||||||||||||||||||||||||||||||||
|
Other comprehensive loss
|
— | — | — | — | — |
(
|
|
(
|
|||||||||||||||||||||||||||||||||||||||
| Dividends | — | — | — | — |
(
|
— | — |
(
|
|||||||||||||||||||||||||||||||||||||||
|
Repurchases of common stock
|
(
|
— |
(
|
— | — | — | — |
(
|
|||||||||||||||||||||||||||||||||||||||
|
Share-based compensation
|
|
— |
|
(
|
— | — | — |
(
|
|||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 |
|
$ |
|
$ |
(
|
$ |
|
$ |
(
|
$ |
(
|
$ |
|
$ |
(
|
||||||||||||||||||||||||||||||||
The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows:
|
Currency Translation Adjustment
(1)
|
Pension Liability Adjustment
(2)
|
Cash Flow Hedge Adjustment
(3)
|
Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Balance as of December 31, 2024 | $ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
|
Other comprehensive income (loss) before reclassifications
|
|
|
(
|
|
|||||||||||||||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
(
|
(
|
|||||||||||||||||||
|
Net other comprehensive income (loss)
|
|
|
(
|
|
|||||||||||||||||||
| Balance as of March 31, 2025 | $ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
11
|
Currency Translation Adjustment
(1)
|
Pension Liability Adjustment
(2)
|
Cash Flow Hedge Adjustment
(3)
|
Total | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Balance as of December 31, 2023 | $ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
|
Other comprehensive income (loss) before reclassifications
|
(
|
|
|
(
|
|||||||||||||||||||
|
Amounts reclassified from accumulated other comprehensive loss
|
|
|
(
|
(
|
|||||||||||||||||||
|
Net other comprehensive income (loss)
|
(
|
|
|
(
|
|||||||||||||||||||
| Balance as of March 31, 2024 | $ |
(
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
____________
(1)
Includes net investment hedge gains and intra-entity foreign currency transactions that are of a long-term investment nature.
(2)
Amounts reclassified relate to the amortization of prior service cost and amortization of net loss and were recognized in other non-operating income (loss), net in our condensed consolidated statements of operations.
(3)
Amounts reclassified were the result of hedging instruments, primarily comprising interest rate swaps, with related amounts recognized in interest expense in our condensed consolidated statements of operations. Amounts reclassified also related to foreign currency forward contracts that hedge our foreign currency denominated fees, with related amounts recognized in various revenue line items, as applicable, in our condensed consolidated statements of operations.
Note 11:
Business Segments
We are a hospitality company with operations organized in
two
distinct operating segments: (i) management and franchise and (ii) ownership, each of which is reported as a segment based on (a) delivering a similar set of products and services and
(b) being managed separately given its distinct economic characteristics.
The management and franchise segment includes all of the hotels we manage for third-party owners, as well as all properties that license our IP, and/or use our booking channels and related programs, and where we provide other contracted services, but the day-to-day services of the hotels are operated or managed by someone other than us. Revenues from this segment include: (i) management and franchise fees charged to third-party hotel owners; (ii) licensing fees from our strategic partners, including co-branded credit card providers and third-party hotels we do not manage or franchise but that use our booking channels and related programs ("strategic partner hotels"), and Hilton Grand Vacations Inc. ("HGV"); and (iii) fees for managing the hotels in our ownership segment. The ownership segment primarily derives revenues from nightly hotel room sales, food and beverage sales and other services at our consolidated hotels.
Our President and Chief Executive Officer is our chief operating decision maker ("CODM"). Our CODM uses Adjusted EBITDA to evaluate the performance of our operating segments. Adjusted EBITDA is calculated as net income (loss), excluding interest expense, a provision for income tax benefit (expense) and depreciation and amortization expenses, as well as gains, losses, revenues and expenses in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings and retirements; (iv) furniture, fixtures and equipment ("FF&E") replacement reserves required under certain lease agreements; (v) share-based compensation; (vi) reorganization, severance, relocation and other expenses; (vii) non-cash impairment; (viii) amortization of contract acquisition costs; (ix) cost reimbursement revenues and reimbursed expenses; and (x) other items. Our CODM uses Adjusted EBITDA to evaluate the trends of our segments over time and monitor the segments in light of the performance of our industry and competitors to determine how to allocate capital resources, including contract acquisition costs and capital expenditures. Our CODM does not use assets by operating segment when assessing performance or making operating segment resource allocations. We previously were required to report segment profitability based on segment operating income (loss) as such measure was also regularly provided to our CODM. Beginning in the fourth quarter of 2024, segment operating income (loss) was no longer included in regular reporting provided to the CODM, and, as a result, our reported measure of segment profit (loss) changed to Adjusted EBITDA. The change in our reported measure of segment profit (loss) did not change the identification of our reportable segments from prior periods. Prior period amounts presented are measured on the same basis as amounts for the three months ended March 31, 2025.
12
The following table presents revenues for our reportable segments, reconciled to consolidated amounts:
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Franchise and licensing fees | $ |
|
$ |
|
|||||||
|
Base and other management fees
(1)
|
|
|
|||||||||
| Incentive management fees |
|
|
|||||||||
| Management and franchise |
|
|
|||||||||
| Ownership |
|
|
|||||||||
| Segment revenues |
|
|
|||||||||
| Amortization of contract acquisition costs |
(
|
(
|
|||||||||
| Other revenues |
|
|
|||||||||
|
Cost reimbursement revenues
|
|
|
|||||||||
|
Intersegment fees elimination
(1)
|
(
|
(
|
|||||||||
| Total revenues | $ |
|
$ |
|
|||||||
____________
(1)
Includes management, royalty and IP fees charged to consolidated hotels in our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.
13
The following table presents Adjusted EBITDA for our reportable segments, reconciled to consolidated income before income taxes:
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
|
Management and franchise
(1)(2)
|
$ |
|
$ |
|
|||||||
|
Ownership
(1)(2)
|
|
|
|||||||||
|
Segment Adjusted EBITDA
|
|
|
|||||||||
|
Corporate and other
(3)
|
(
|
(
|
|||||||||
| Interest expense |
(
|
(
|
|||||||||
| Depreciation and amortization expenses |
(
|
(
|
|||||||||
| Gain on sales of assets, net |
|
|
|||||||||
| Gain (loss) on foreign currency transactions |
|
(
|
|||||||||
|
Loss on debt guarantees
(4)
|
|
(
|
|||||||||
| FF&E replacement reserves |
(
|
(
|
|||||||||
| Share-based compensation expense |
(
|
(
|
|||||||||
| Amortization of contract acquisition costs |
(
|
(
|
|||||||||
|
Cost reimbursement revenues
(5)
|
|
|
|||||||||
|
Reimbursed expenses
(5)
|
(
|
(
|
|||||||||
|
Other adjustments
(6)
|
(
|
(
|
|||||||||
| Income before income taxes | $ |
|
$ |
|
|||||||
____________
(1)
Includes management, royalty and IP fees charged to consolidated hotels in our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.
(2)
No expenses are allocated to the management and franchise segment. For the ownership segment, rent expense is the significant expense regularly provided to the CODM; rent expense for the three months ended March 31, 2025 and 2024 was $
41
million and $
42
million, respectively, and total other expenses were $
186
million and $
200
million for the three months ended March 31, 2025 and 2024, respectively, comprising (i) room expenses; (ii) food and beverage costs; (iii) property expenses; and (iv) other support costs. Ownership segment Adjusted EBITDA also includes income (loss) from hotels owned or leased by entities in which we own a noncontrolling financial interest.
(3)
Amounts primarily include general and administrative expenses, excluding share-based compensation expense, and expenses related to our purchasing operations.
(4)
Amount includes losses on debt guarantees for certain hotels that we manage; refer to Note 12: "Commitments and Contingencies" for additional information.
(5)
Amounts include results from the operation of programs conducted for the benefit of property owners and exclude cash receipts recorded as deferred revenues on our condensed consolidated balance sheets related to these programs. Under the terms of the related contracts, we do not operate these programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures.
(6)
Amount for the three months ended March 31, 2025 includes restructuring costs related to one of our leased properties. Amount for the three months ended March 31, 2024 primarily relates to transaction costs incurred for acquisitions. Amounts for both periods include net losses (gains) related to certain of our investments in unconsolidated affiliates, severance and other items.
Note 12:
Commitments and Contingencies
Although we include performance clauses in certain of our management contracts, most of these clauses do not require us to fund shortfalls but instead allow the owner to terminate the contract if specified operating performance levels are not achieved. In limited cases, we are obligated to fund performance shortfalls and our obligations under these guarantees in future periods are dependent on the operating performance level of the related hotel over the remaining term of the performance guarantee for that hotel. As of March 31, 2025, we had performance guarantees with expirations ranging from 2025 to 2043 and possible cash outlays totaling $
23
million.
We also have extended debt guarantees and provided letters of credit to owners of certain hotels that we currently or in the future will manage or franchise. During the three months ended March 31, 2024, we recognized $
47
million of losses in other non-operating loss, net in our condensed consolidated statement of operations and paid $
62
million for debt guarantees extended to certain hotels we manage. Our debt guarantees and letters of credit as of March 31, 2025 had expirations ranging from 2031 to 2033 and remaining possible cash outlays totaling $
45
million.
The performance and debt guarantees create variable interests in the ownership entities of the related hotels, of which we are not the primary beneficiary.
14
We receive program fees from property owners and strategic partners that are used to operate our Hilton Honors program, marketing, sales and brands programs and other shared services on behalf of property owners. If we collect amounts in excess of amounts expended, we have a commitment to spend these amounts on the related programs.
We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums. While the ultimate results of claims and litigation cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation as of March 31, 2025 will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.
Note 13:
Supplemental Disclosures of Cash Flow Information
Cash interest paid included within operating activities in our condensed consolidated statements of cash flows was $
146
million and $
120
million during the three months ended March 31, 2025 and 2024, respectively. These amounts exclude $
10
million and $
14
million for the three months ended March 31, 2025 and 2024, respectively, of cash receipts related to settlements of our interest rate swap with a financing component, which are separately disclosed within financing activities in our condensed consolidated statements of cash flows.
Income tax payments, net of refunds received, were $
29
million and $
18
million for the three months ended March 31, 2025 and 2024, respectively.
15
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, 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, future financial results, liquidity and capital resources and other non-historical statements. In some cases, you can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "forecasts," "potential," "continues," "may," "will," "should," "could," "seeks," "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, such as inflation, changes in interest rates, challenges due to labor shortages or disputes and supply chain disruptions; the loss of key senior management personnel; competition for hotel guests and management and franchise contracts; risks related to doing business with third-party hotel owners; performance of our information technology systems; growth of reservation channels outside of our system; risks of doing business outside of the U.S.; risks associated with conflicts in Eastern Europe and the Middle East; uncertainty resulting from U.S. and global political trends, tariffs and other policies, including potential barriers to travel, trade and immigration and other geopolitical events; 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" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report on Form 10-Q. 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.
Overview
Our Business
Hilton is
one of the largest global hospitality companies, with 8,602 properties comprising 1,282,192 rooms in 139 countries and territories as of March 31, 2025. Our premier brand portfolio includes luxury, lifestyle, full service, focused service and all-suites hotel brands, as well as timeshare brands. As of March 31, 2025, we had 218 million members in our award-winning guest loyalty program, Hilton Honors, an increase of 16 percent from March 31, 2024.
Segments and Regions
We analyze our operations and business by both operating segments and geographic regions. Our operations consist of two reportable segments that are based on similar products and services: (i) management and franchise and (ii) ownership. The management and franchise segment provides services, including hotel management and licensing of our IP and/or the use of our booking channels and related programs. Revenues from this segment include: (i) management and franchise fees charged to third-party hotel owners; (ii) licensing fees from our strategic partners, including co-branded credit card providers and strategic partner hotels, and HGV; and (iii) fees for managing the hotels in our ownership segment. As a manager of hotels, we typically are responsible for supervising or operating the hotel in exchange for management fees. As a franchisor of hotels, we charge franchise fees in exchange for the use of one of our brand names and/or related commercial services, such as our reservations system, marketing and information technology services, while a third party manages or operates such franchised hotels. The ownership segment primarily derives revenues from nightly hotel room sales, food and beverage sales and other services at our consolidated hotels.
We conduct business in three distinct geographic regions: (i) the Americas; (ii) Europe, Middle East and Africa ("EMEA"); and (iii) Asia Pacific. The Americas region includes North America, South America and Central America, including all Caribbean nations. Although the U.S., which represented 65 percent of our system-wide hotel rooms as of March 31, 2025, is included in the Americas region, it is often analyzed separately and apart from the Americas region and, as such, it is presented separately within our hotel operating statistics in "—Results of Operations." The EMEA region includes Europe, which represents the western-most peninsula of Eurasia stretching from Iceland in the west to Russia in the east, and the Middle East
16
and Africa ("MEA"), which represents the Middle East region and all African nations, including the Indian Ocean island nations. Europe and MEA are often analyzed separately and, as such, are presented separately within our hotel operating statistics in "—Results of Operations." The Asia Pacific region includes the eastern and southeastern nations of Asia, as well as India, Australia, New Zealand and the Pacific Island nations.
System Growth and Development Pipeline
Our strategic objectives include the continued expansion of our global hotel network, in particular our fee-based business. As we enter into new management and franchise contracts and enter into strategic agreements to complement our hotel portfolio, we expand our business with limited or no capital investment by us as the manager, franchisor or licensor, since the capital required to build, renovate and maintain hotels is typically provided by the third-party owners with whom we contract to provide management services, license our IP or provide access to our booking channels and related programs. Prior to approving the addition of new hotels to our management and franchise development pipeline, we evaluate the economic viability of the hotel based on its geographic location, the credit quality of the third-party owner and other factors. By increasing the number of management and franchise contracts with third-party owners, over time we expect to increase revenues, overall return on invested capital and free cash flow. See further discussion on our cash management policy in "—Liquidity and Capital Resources." The current economic environment, including elevated levels of inflation and interest rates, has posed certain challenges to the execution of our growth strategy, which in some cases have included and may continue to include delays in openings and new development.
In addition to our current hotel portfolio, we are focused on the growth of our business by expanding our global hotel network through our development pipeline, which represents hotels that we expect to add to our system in the future. The following table summarizes our development activity:
| As of or for the | |||||||||||
| Three Months Ended | |||||||||||
| March 31, 2025 | |||||||||||
| Hotels |
Rooms
(1)
|
||||||||||
| Hotel system | |||||||||||
|
Openings
|
186 | 20,100 | |||||||||
|
Net additions
(2)
|
155 | 14,000 | |||||||||
|
Development pipeline
|
|||||||||||
|
Additions
|
270 | 32,600 | |||||||||
|
Count as of period end
(3)
|
3,600 | 503,400 | |||||||||
____________
(1)
Rounded to the nearest hundred.
(2)
Represents room additions, net of rooms removed from our system. Net unit growth from March 31, 2024 to March 31, 2025 was 7.2 percent.
(3)
The hotels in our development pipeline were under development throughout 123 countries and territories, including 27 countries and territories where we had no existing hotels, with nearly half of the rooms under construction and more than half of the rooms located outside of the U.S. Rooms under construction include rooms for hotels under construction or operating hotels that are in the process of conversion to our system. Nearly all of the rooms in our development pipeline will be in our management and franchise segment upon opening. We do not consider any individual development project to be material to us.
17
Key Business and Financial Metrics Used by Management
Comparable Hotels
We define our comparable hotels as those that: (i) were active and operating in our system for at least one full calendar year, have not undergone a change in brand or ownership type during the current or comparable periods and were open January 1st of the previous year; and (ii) have not undergone large-scale capital projects, sustained substantial property damage, encountered business interruption or for which comparable results were not available. We exclude strategic partner hotels from our comparable hotels. Of the 8,497 hotels in our system as of March 31, 2025, 449 hotels were strategic partner hotels and 6,503 hotels were classified as comparable hotels. Our 1,545 non-comparable hotels as of March 31, 2025 included (i) 742 hotels that were added to our system after January 1, 2024 or that have undergone a change in brand or ownership type during the current or comparable periods reported and (ii) 803 hotels that were removed from the comparable group for the current or comparable periods reported because they underwent or are undergoing large-scale capital projects, sustained substantial property damage, encountered business interruption or comparable results were otherwise not available.
Occupancy
Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels for a given period. Occupancy measures the utilization of available capacity at a hotel or group of hotels. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help management determine achievable Average Daily Rate ("ADR") pricing levels as demand for hotel rooms increases or decreases.
ADR
ADR represents hotel room revenue divided by the total number of room nights sold for a given period. ADR measures the average room price attained by a hotel, and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in the industry, and we use ADR to assess pricing levels that we are able to generate by type of customer, as changes in rates charged to customers have different effects on overall revenues and incremental profitability than changes in occupancy, as described above.
Revenue per Available Room ("RevPAR")
RevPAR is calculated by dividing hotel room revenue by the total number of room nights available to guests for a given period. We consider RevPAR to be a meaningful indicator of our performance as it provides a metric correlated to two primary and key drivers of operations at a hotel or group of hotels, as previously described: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods for comparable hotels.
References to occupancy, ADR and RevPAR are presented on a comparable basis, based on the comparable hotels as of March 31, 2025, and references to ADR and RevPAR are presented on a currency neutral basis, unless otherwise noted. As such, comparisons of these hotel operating statistics for the three months ended March 31, 2025 and 2024 use foreign currency exchange rates for the three months ended March 31, 2025.
Adjusted EBITDA
Adjusted EBITDA is calculated as net income (loss), excluding interest expense, a provision for income tax benefit (expense) and depreciation and amortization expenses, as well as gains, losses, revenues and expenses earned or incurred in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings and retirements; (iv) FF&E replacement reserves required under certain lease agreements; (v) share-based compensation; (vi) reorganization, severance, relocation and other expenses; (vii) non-cash impairment; (viii) amortization of contract acquisition costs; (ix) cost reimbursement revenues and reimbursed expenses; and (x) other items.
We believe that Adjusted EBITDA provides useful information to investors about us and our financial condition and results of operations for the following reasons: (i) it is used by our management team to evaluate our operating performance and make day-to-day operating decisions and (ii) it is frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry. Additionally, this measure excludes certain items that can vary widely across different industries and among competitors within our industry. For instance, interest expense and income taxes are dependent on company specifics, including, among other things, capital
18
structure and operating jurisdictions, respectively, and, therefore, could vary significantly across companies. Depreciation and amortization expenses, as well as amortization of contract acquisition costs, are dependent upon company policies, including the method of acquiring and depreciating assets and the useful lives that are assigned to those depreciating or amortizing assets for accounting purposes. We also exclude items such as: (i) FF&E replacement reserves for leased hotels to be consistent with the treatment of capital expenditures for property and equipment, where depreciation of such capitalized assets is reported within depreciation and amortization expenses; (ii) share-based compensation, as this could vary widely among companies due to the different plans in place and the usage of them; and (iii) other items that are not reflective of our operating performance, such as amounts related to debt restructurings and debt retirements and reorganization and related severance costs, to enhance period-over-period comparisons of our ongoing operations. Further, Adjusted EBITDA excludes both cost reimbursement revenues and reimbursed expenses as we contractually do not operate the related programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures. The direct reimbursements from property owners are billable and reimbursable as the costs are incurred and have no net effect on net income (loss) in the reporting period. The indirect reimbursements from property owners are typically billed and collected monthly, based on the underlying hotel's sales or usage (e.g., gross room revenue or number of reservations processed), while the associated costs are recognized as incurred by Hilton, creating timing differences, with the net effect impacting net income (loss) in the reporting period. These timing differences are due to our discretion to spend in excess of revenues earned or less than revenues earned in a single period to ensure that the programs are operated in the best long-term interests of our property owners. However, over the life of the operation of these programs, the expenses incurred related to the indirect reimbursements are designed to equal the revenues earned from the indirect reimbursements over time such that, in the long term, the programs will not earn a profit or generate a loss and do not impact our economics, either positively or negatively. Therefore, the net effect of our reimbursed revenues and expenses is not used by management to evaluate our operating performance, determine executive compensation or make other operating decisions, and we exclude their impact when evaluating period over period performance results.
Adjusted EBITDA is not a recognized term under GAAP and should not be considered as an alternative, either in isolation or as a substitute, for net income (loss) or other measures of financial performance or liquidity, including cash flows, derived in accordance with GAAP. Further, Adjusted EBITDA has limitations as an analytical tool, including:
•
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
•
Adjusted EBITDA does not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;
•
Adjusted EBITDA does not reflect income tax expenses or the cash requirements to pay our taxes;
•
Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
•
Adjusted EBITDA does not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations;
•
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements; and
•
other companies in our industry may calculate Adjusted EBITDA differently, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business, return to our stockholders through share repurchases and dividends or as measures of cash that will be available to us to meet our obligations.
19
Results of Operations
The hotel operating statistics by region for our system-wide comparable hotels were as follows:
| Three Months Ended | Change | |||||||||||||
| March 31, 2025 |
2025 vs. 2024
|
|||||||||||||
| System-wide | ||||||||||||||
| Occupancy | 66.8 | % | 0.4 | % | pts. | |||||||||
| ADR | $ | 155.07 | 1.8 | % | ||||||||||
| RevPAR | $ | 103.59 | 2.5 | % | ||||||||||
| U.S. | ||||||||||||||
| Occupancy | 67.7 | % | 0.2 | % | pts. | |||||||||
| ADR | $ | 164.58 | 1.7 | % | ||||||||||
| RevPAR | $ | 111.39 | 2.1 | % | ||||||||||
| Americas (excluding U.S.) | ||||||||||||||
| Occupancy | 64.4 | % | 0.4 | % | pts. | |||||||||
| ADR | $ | 153.63 | 7.1 | % | ||||||||||
| RevPAR | $ | 98.92 | 7.7 | % | ||||||||||
| Europe | ||||||||||||||
| Occupancy | 64.5 | % | 0.6 | % | pts. | |||||||||
| ADR | $ | 138.58 | 1.6 | % | ||||||||||
| RevPAR | $ | 89.34 | 2.6 | % | ||||||||||
| MEA | ||||||||||||||
| Occupancy | 70.8 | % | 2.1 | % | pts. | |||||||||
| ADR | $ | 202.79 | 5.3 | % | ||||||||||
| RevPAR | $ | 143.55 | 8.5 | % | ||||||||||
| Asia Pacific | ||||||||||||||
| Occupancy | 64.1 | % | 0.8 | % | pts. | |||||||||
| ADR | $ | 107.09 | (1.2) | % | ||||||||||
| RevPAR | $ | 68.69 | — | % | ||||||||||
System-wide RevPAR increased during the three months ended March 31, 2025, supported by improvements in system-wide ADR, which included the impact of inflation, an increase in occupancy in all regions and increased group performance in all regions. The U.S., Europe and MEA all benefited from holiday shifts in the respective regions. The increase in RevPAR in the U.S. was also a result of special events. Europe was also positively impacted by an increase in business travel. MEA benefited from the shift of Ramadan fully into the first quarter, as well as an increase in inbound business and leisure travel. The increase in the Americas, excluding the U.S., was also due to special events in the region, attributable to increases in both inbound and domestic leisure travel. RevPAR in Asia Pacific was flat due to growth in countries and territories outside of China, driven by special events, offset by tougher year-over-year comparisons in China, as demand continues to steady.
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The table below provides a reconciliation of net income to Adjusted EBITDA:
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in millions) | |||||||||||
| Net income | $ | 300 | $ | 268 | |||||||
| Interest expense | 145 | 131 | |||||||||
| Income tax expense | 110 | 97 | |||||||||
| Depreciation and amortization expenses | 41 | 36 | |||||||||
|
Gain on sales of assets, net
|
— | (7) | |||||||||
|
Loss (gain) on foreign currency transactions
|
(2) | 1 | |||||||||
|
Loss on debt guarantees
(1)
|
— | 47 | |||||||||
| FF&E replacement reserves | 13 | 11 | |||||||||
| Share-based compensation expense | 36 | 41 | |||||||||
| Amortization of contract acquisition costs | 14 | 12 | |||||||||
|
Cost reimbursement revenues
(2)
|
(1,630) | (1,521) | |||||||||
|
Reimbursed expenses
(2)
|
1,759 | 1,630 | |||||||||
|
Other adjustments
(3)
|
9 | 4 | |||||||||
| Adjusted EBITDA | $ | 795 | $ | 750 | |||||||
____________
(1)
Amount includes losses on debt guarantees for certain hotels that we manage; refer to Note 12: "Commitments and Contingencies" in our unaudited condensed consolidated financial statements for additional information.
(2)
Amounts include results from the operation of programs conducted for the benefit of property owners and exclude cash receipts recorded as deferred revenues on our condensed consolidated balance sheets related to these programs. Under the terms of the related contracts, we do not operate these programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures.
(3)
Amount for the three months ended March 31, 2025 includes restructuring costs related to one of our leased properties. Amount for the three months ended March 31, 2024 primarily relates to transaction costs incurred for acquisitions. Amounts for both periods include net losses (gains) related to certain of our investments in unconsolidated affiliates, severance and other items.
Revenues
| Three Months Ended | Percent | ||||||||||||||||
| March 31, | Change | ||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Franchise and licensing fees | $ | 625 | $ | 571 | 9.5 | ||||||||||||
| Base and other management fees | $ | 88 | $ | 106 | (17.0) | ||||||||||||
| Incentive management fees | 72 | 70 | 2.9 | ||||||||||||||
| Total management fees | $ | 160 | $ | 176 | (9.1) | ||||||||||||
The increase in franchise fees included the impact of an increase in RevPAR at our comparable franchised hotels. During the three months ended March 31, 2025, RevPAR at our comparable franchised hotels increased 1.5 percent, contributing to a currency neutral increase in franchise fees of $8 million, as a result of an increase in occupancy of 0.2 percentage points, and an increase in ADR of 1.2 percent. Further, franchise fees include a net increase of $12 million, as a result of net hotel additions, partially offset by a decrease of $3 million in termination fees.
Licensing fees increased $34 million as a result of an increase in fees from our strategic partnerships, primarily resulting from activity under our co-branded credit card arrangements and HGV. Increased fees from HGV resulted from increased timeshare revenues earned by HGV, inclusive of the impact of adding new timeshare properties to our system between the periods.
The decrease in management fees was largely attributable to a decrease of $20 million in termination fees received from hotels that exited our system, partially offset by an increase in RevPAR at our comparable managed hotels. During the three months ended March 31, 2025, RevPAR at our comparable managed hotels increased 5.2 percent, contributing to a currency neutral increase in management fees of $5 million, as a result of an increase in occupancy of 1.1 percentage points, and an increase in ADR of 3.5 percent.
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| Three Months Ended | Percent | ||||||||||||||||
| March 31, | Change | ||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
|
Ownership revenues
|
$ | 234 | $ | 255 | (8.2) | ||||||||||||
The $21 million decrease in ownership revenues included a currency neutral decrease of $16 million and a $5 million decrease resulting from unfavorable fluctuations in foreign currency exchange rates.
Revenues from our non-comparable consolidated hotels within our ownership segment decreased $15 million, on a currency neutral basis, primarily due to hotels that exited our system or changed ownership types between the periods.
| Three Months Ended | Percent | ||||||||||||||||
| March 31, | Change | ||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Other revenues | $ | 46 | $ | 50 | (8.0) | ||||||||||||
The decrease in other revenues was primarily due to decreased procurement volume and associated vendor rebates for purchases made by properties outside of our system, partially offset by increased activity by properties within our system, that participate in our purchasing programs.
Operating Expenses
| Three Months Ended | Percent | ||||||||||||||||
| March 31, | Change | ||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
|
Ownership expenses
|
$ | 239 | $ | 247 | (3.2) | ||||||||||||
The $8 million decrease in ownership expenses included a decrease of $4 million on a currency neutral basis and a $4 million decrease resulting from favorable fluctuations in foreign currency exchange rates.
Expenses from our non-comparable consolidated hotels within our ownership segment decreased $6 million, on a currency neutral basis, primarily due to hotels that exited our system or changed ownership types between the periods, partially offset by increases in expenses for hotels undergoing renovations.
| Three Months Ended | Percent | ||||||||||||||||
| March 31, | Change | ||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Depreciation and amortization expenses | $ | 41 | $ | 36 | 13.9 | ||||||||||||
| General and administrative expenses | 94 | 104 | (9.6) | ||||||||||||||
| Other expenses | 26 | 30 | (13.3) | ||||||||||||||
The increase in depreciation and amortization expenses was primarily related to software placed in service between the periods.
The decrease in general and administrative expenses was primarily due to a decrease in costs related to payroll and other compensation costs.
The decrease in other expenses was primarily due to decreased procurement volume from our purchasing operations with properties outside of our system.
22
Non-operating Income and Expenses
| Three Months Ended | Percent | ||||||||||||||||
| March 31, | Change | ||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Interest expense | $ | (145) | $ | (131) | 10.7 | ||||||||||||
|
Gain (loss) on foreign currency transactions
|
2 | (1) |
NM
(1)
|
||||||||||||||
|
Other non-operating income (loss), net
|
17 | (36) |
NM
(1)
|
||||||||||||||
|
Income tax expense
|
(110) | (97) | 13.4 | ||||||||||||||
____________
(1)
Fluctuation in terms of percentage change is not meaningful.
In both March 2024 and in September 2024, we issued $1.0 billion Senior Notes (the "March 2024 Senior Notes issuance" and the "September 2024 Senior Notes issuance," respectively) for a total aggregate principal amount of $2.0 billion for the year.
The increase in interest expense was primarily attributable to an increase of $30 million due to the March 2024 Senior Notes issuance and the September 2024 Senior Notes issuance. The increase was partially offset by a decrease in interest expense on the Term Loans of $11 million primarily as a result of decreases in one-month Secured Overnight Financing Rate ("SOFR") for the comparable periods.
The net gains and losses on foreign currency transactions are the result of changes in foreign currency exchange rates, including on certain intercompany financing arrangements, such as short-term cross-currency intercompany loans, as well as transactions denominated in foreign currencies.
The net change in other non-operating income (loss), net was primarily driven by a decrease in losses on debt guarantees for certain hotels that Hilton manages. See Note 12: "Commitments and Contingencies" in our unaudited condensed consolidated financial statements for additional information.
The increase in income tax expense was primarily attributable to the increase in income before income taxes.
Segment Results
As of March 31, 2025, our management and franchise segment included 833 managed and 7,722 franchised and licensed properties, which included 105 timeshare and 449 strategic partner hotels, consisting of 1,266,586 total rooms, and our ownership segment included 47 hotels consisting of 15,606 total rooms. Refer to Note 11: "Business Segments" in our unaudited condensed consolidated financial statements for reconciliations of revenues for our reportable segments to consolidated total revenues and of segment Adjusted EBITDA to consolidated income before income taxes.
Franchise and licensing fees and total management fees, including fees charged to our ownership segment and excluding amortization of contract acquisition costs, reflects our management and franchise segment revenues and segment Adjusted EBITDA. Our ownership segment Adjusted EBITDA reflects revenues from consolidated hotels within our ownership segment, less (i) ownership expenses, excluding FF&E replacement reserves expenses, share-based compensation expenses and certain other items, less (ii) fees charged by our management and franchise segment to our ownership segment, plus (iii) income (loss) from hotels owned or leased by entities in which we own a noncontrolling financial interest. For the three months ended March 31, 2025, refer to "—Revenues" for further discussion of the changes in our franchise and licensing fees and total management fees as well as for further discussion of the changes in revenues from our ownership segment. Refer to "—Operating Expenses" for further discussion of the changes in our ownership segment expenses.
Liquidity and Capital Resources
Overview
As of March 31, 2025, we had total cash and cash equivalents of $807 million, including $76 million of restricted cash and cash equivalents. The majority of our restricted cash and cash equivalents is related to cash collateral and cash held for FF&E reserves.
23
Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating and other expenditures, including: (i) costs associated with the management and franchising of hotels; (ii) corporate expenses; (iii) payroll and compensation costs; (iv) taxes and compliance costs; (v) scheduled debt maturities and interest payments on our outstanding indebtedness, including repayment of the May 2025 Senior Notes; (vi) lease payments under our finance and operating leases; (vii) costs, other than compensation and lease payments that are noted separately, associated with the operations of consolidated hotels within our ownership segment, including, but not limited to, utilities and operating supplies; (viii) committed contract acquisition costs; (ix) capital and maintenance expenditures for required renovations and maintenance at the consolidated hotels within our ownership segment; (x) corporate capital and information technology expenditures; (xi) dividends as declared; and (xii) share repurchases.
Our known long-term liquidity requirements primarily consist of funds necessary to pay for: (i) scheduled debt maturities and interest payments on our outstanding indebtedness; (ii) lease payments under our finance and operating leases; (iii) committed contract acquisition costs; (iv) capital improvements to the consolidated hotels within our ownership segment; (v) corporate capital and information technology expenditures; (vi) dividends as declared; (vii) share repurchases; and (viii) commitments to owners in our management and franchise segment made in the normal course of business for which we are reimbursed by these owners through Hilton Honors and program fees to operate our Hilton Honors program, marketing, sales and brands programs and shared services.
During the three months ended March 31, 2025, we repurchased approximately 3.7 million shares of our common stock for $890 million. As of March 31, 2025, approximately $3.5 billion remained available for share repurchases under our stock repurchase program.
In circumstances where we have the opportunity to support our strategic objectives, we may provide guarantees or other commitments, as necessary, to owners of hotels that we currently or in the future will manage or franchise or other third parties. See Note 12: "Commitments and Contingencies" in our unaudited condensed consolidated financial statements for additional information on our commitments that were outstanding as of March 31, 2025.
We have a long-term investment policy that is focused on the preservation of capital and maximizing the return on new and existing investments and returning available capital to stockholders through dividends and share repurchases. Within the framework of our investment policy, we intend to finance our business activities primarily with cash on our balance sheet as of March 31, 2025, cash generated from our operations and, as needed, the use of the available capacity of our Revolving Credit Facility. We have continued access to debt markets and expect to be able to obtain financing as a source of liquidity as required and to extend maturities of existing borrowings, if necessary. Additionally, we may from time to time pre-sell Hilton Honors points through strategic partnership arrangements as a source of liquidity.
After considering our approach to liquidity and our available sources of cash, we believe that our cash position and sources of liquidity will meet anticipated requirements for operating and other expenditures, including corporate expenses, payroll and other compensation costs, taxes and compliance costs, debt obligations and other commitments for the foreseeable future based on current conditions. The objectives of our cash management policy are maintaining the availability of liquidity and minimizing operational costs.
We may from time to time issue or incur or increase our capacity to incur new debt and/or purchase our outstanding debt through underwritten offerings, open market transactions, privately negotiated transactions or otherwise. Issuances or incurrence of new debt (or an increase in our capacity to incur new debt) and/or purchases or retirements of outstanding debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
24
Sources and Uses of Our Cash and Cash Equivalents
The following table summarizes our net cash flows:
| Three Months Ended | Percent | ||||||||||||||||
| March 31, | Change | ||||||||||||||||
| 2025 | 2024 | 2025 vs. 2024 | |||||||||||||||
| (in millions) | |||||||||||||||||
| Net cash provided by operating activities | $ | 452 | $ | 346 | 30.6 | ||||||||||||
| Net cash used in investing activities | (50) | (27) | 85.2 | ||||||||||||||
| Net cash provided by (used in) financing activities | (974) | 238 |
NM
(1)
|
||||||||||||||
____________
(1)
Fluctuation in terms of percentage change is not meaningful.
Operating Activities
Cash flows from operating activities were primarily generated from management, franchise and licensing fee revenue. The increase in net cash inflows during the period included an increase in cash inflows generated from our management and franchise segment, discussed in "—Revenues," largely as a result of revenues from new hotels added, net of hotels removed and an increase in RevPAR at our comparable franchised hotels, partially offset by a decrease of $20 million in termination fees received from managed properties. Additionally, there was a decrease in a cash outflows of $62 million for debt guarantee payments that were made during the three months ended March 31, 2024.
Investing Activities
Net cash used in investing activities primarily included cash flows related to: (i) capitalized software costs that were related to various systems initiatives for the benefit of both our hotel owners and our overall corporate operations, and (ii) capital expenditures for property and equipment related to corporate property and the renovation of certain hotels in our ownership segment. Additionally, our investing activities include the net cash inflows and outflows related to our undesignated derivative financial instruments that we have in place to hedge against the impact of fluctuations in foreign currency exchange rates on certain of our intercompany loan and cash balances, which were primarily the result of changes in the exchange rates for the Euro and Australian Dollar to the U.S. dollar for the three months ended March 31, 2025.
Financing Activities
The decrease in net cash provided by financing activities was primarily attributable to a $1.0 billion cash inflow from the March 2024 Senior Notes issuance during the three months ended March 31, 2024. The decrease in cash inflows also reflects a $209 million increase in cash outflows for share repurchases.
Debt and Borrowing Capacity
As of March 31, 2025, our total indebtedness, excluding the deduction for unamortized deferred financing costs and discount, was approximately $11.2 billion. No borrowings were outstanding under the Revolving Credit Facility as of March 31, 2025, which had an available borrowing capacity of $1,908 million after considering $92 million of outstanding letters of credit. For additional information on our total indebtedness and guarantees on our debt, refer to Note 5: "Debt" in our unaudited condensed consolidated financial statements.
If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to reduce capital expenditures or issue additional equity securities. We do not have any material indebtedness outstanding that matures prior to April 2027, other than the May 2025 Senior Notes due in May 2025. We believe that we have sufficient sources of liquidity and access to debt financing to address the repayment of the May 2025 Senior Notes, as well as all indebtedness that becomes due thereafter, at or prior to the respective maturity dates. In April 2025, we issued notice to borrow $500 million under the Revolving Credit Facility and plan to use the proceeds, together with available cash, to repay, at maturity, all $500 million in aggregate principal amount of the May 2025 Senior Notes, plus accrued and unpaid interest. Our ability to make scheduled principal payments and to pay interest on our debt depends on our future operating performance, which is subject to general conditions in or affecting the hospitality industry that may be beyond our control.
25
Critical Accounting Estimates
The preparation of our unaudited condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and, during the three months ended March 31, 2025, there were no material changes to those critical accounting estimates that were previously disclosed.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk primarily from changes in one-month SOFR, the benchmark rate for which the interest rate of the majority of our variable-rate indebtedness is based on, and foreign currency exchange rates. These rate changes may affect future income, cash flows and the fair value of the Company, its assets and its liabilities. In certain situations, we may seek to reduce volatility associated with changes in interest rates and foreign currency exchange rates by entering into derivative financial instruments intended to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged. We enter into derivative financial instruments to the extent they meet our objectives to reduce volatility in our results of operations and cash flows, and we do not use derivatives for speculative purposes. Our exposure to market risk has not materially changed from what was previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission ("SEC") rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums, including proceedings involving tort and other general liability claims, employee claims, antitrust claims, consumer protection claims and claims related to our management of certain hotels. We recognize a liability when we believe the loss is probable and can be reasonably estimated. Most occurrences involving liability, claims of negligence and employees are covered by indemnification from third-party hotel owners and/or policies that we hold with solvent insurance carriers. The ultimate results of claims and litigation cannot be predicted with certainty. We believe we have adequate reserves against such matters. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations in a particular period.
Item 1A. Risk Factors
As of March 31, 2025, there have been no material changes from the risk factors previously disclosed under "Part I—Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Unregistered Sales of Securities
None.
(b) Use of Proceeds
None.
(c) Issuer Purchases of Equity Securities
The following table sets forth information regarding our purchases of shares of our common stock during the three months ended March 31, 2025:
| Total Number of Shares Purchased |
Average Price Paid per Share
(1)
|
Total Number of Shares Purchased as Part of Publicly Announced Program
(2)
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
(2)
(in millions)
|
||||||||||||||||||||
|
January 1, 2025 to January 31, 2025
|
1,228,095 | $ | 247.56 | 1,228,095 | $ | 4,121 | |||||||||||||||||
|
February 1, 2025 to February 28, 2025
|
712,024 | 265.45 | 712,024 | 3,932 | |||||||||||||||||||
|
March 1, 2025 to March 31, 2025
|
1,723,285 | 230.32 | 1,723,285 | 3,535 | |||||||||||||||||||
| Total | 3,663,404 | 242.92 | 3,663,404 | ||||||||||||||||||||
(1)
Includes commissions paid.
(2)
Our stock repurchase program, which was initially announced in February 2017 and subsequently increased in November 2017, February 2019, March 2020, November 2022, November 2023 and November 2024, allows for the repurchase of up to a total of $14.5 billion of our common stock. Under this publicly announced program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The repurchase program does not have an expiration date and may be suspended or discontinued at any time.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
27
Item 5. Other Information
During the three months ended March 31, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company
adopted, modified
or
terminated
a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
Item 6. Exhibits
| Exhibit Number | Exhibit Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
|
10.1
|
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|
10.2
|
||||||||
|
10.3
|
||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
|
101.INS
|
Inline XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
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|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|||||||
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|||||||
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
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|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
____________
*
This document has been identified as a management contract or compensatory plan or arrangement.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
28
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HILTON WORLDWIDE HOLDINGS INC. | ||||||||
| By: |
/s/ Christopher J. Nassetta
|
|||||||
| Name: | Christopher J. Nassetta | |||||||
| Title: | President and Chief Executive Officer | |||||||
| By: |
/s/ Kevin J. Jacobs
|
|||||||
| Name: | Kevin J. Jacobs | |||||||
| Title: | Chief Financial Officer and President, Global Development | |||||||
Date: April 29, 2025
29
TABLE OF CONTENTS
Part I. Financial InformationprintItem 1. Financial StatementsprintNote 1: Organization and Basis Of PresentationprintNote 2: AcquisitionsprintNote 3: Revenues From Contracts with CustomersprintNote 4: Consolidated Variable Interest EntitiesprintNote 5: DebtprintNote 6: Fair Value MeasurementsprintNote 7: Income TaxesprintNote 8: Share-based CompensationprintNote 9: Earnings Per ShareprintNote 10: Noncontrolling Interests, Stockholders' Equity (deficit) and Accumulated Other Comprehensive LossprintNote 11: Business SegmentsprintNote 12: Commitments and ContingenciesprintNote 13: Supplemental Disclosures Of Cash Flow InformationprintItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II. Other InformationprintItem 1. Legal ProceedingsprintItem 1A. Risk FactorsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 3. Defaults Upon Senior SecuritiesprintItem 4. Mine Safety DisclosuresprintItem 5. Other InformationprintItem 6. Exhibitsprint