9 unchanged sentences
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023
−Removed: Consolidated Statements of Noncont rolling Interests and Stockholders' Equity (Deficit) for the years ended December 31, 2024, 2023 and 2022
+Added: Consolidated Statements of Noncontrolling Interests and Stockholders' Equity (Deficit) for the years ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements
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Auditing the accounting for income taxes is complex as a result of:
−Removed: (1) the judgment and estimation associated with both the identification and measurement of the Company's unrecognized tax benefits, including its evaluation of the technical merits related to matters for which no reserves or partial reserves have been recorded, and (2) the significant estimation associated with the measurement of unrecognized tax benefits outstanding as of the balance sheet date.
+Added: (1) the judgment and estimation associated with both the identification and measurement of certain of the Company's unrecognized tax benefits taken by management, including its evaluation of the technical merits related to matters for which no reserves or partial reserves have been recorded, and (2) the significant estimation associated with the measurement of certain unrecognized tax benefits outstanding as of the balance sheet date.
How We Addressed the Matter in Our Audit
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For example, we tested management’s controls over the review of tax positions taken by the Company to determine whether they met the threshold for recognition within the consolidated financial statements.
−Removed: To test the recognition of the Company’s unrecognized tax benefits and measurement of unrecognized tax benefits, we involved tax professionals with specialized skills and knowledge to assess the technical merits of the Company’s tax positions and performed audit procedures that included, among others, evaluation of communications with relevant taxing authorities, evaluation of whether management appropriately considered new information that could significantly change the recognition, measurement or disclosure of the unrecognized tax benefits, and testing the assumptions used by management in estimating the valuation of any associated liability.
+Added: To test the recognition of the Company’s unrecognized tax benefits and measurement of unrecognized tax benefits, we involved tax professionals with specialized skills and knowledge to assess the technical merits of certain of the Company’s tax positions and performed audit procedures that included, among others, evaluation of communications with relevant taxing authorities, evaluation of whether management appropriately considered new information that could significantly change the recognition, measurement or disclosure of the unrecognized tax benefits, and testing the assumptions used by management in estimating the valuation of associated liabilities.
/s/ Ernst & Young LLP
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Incentive management fees 313 290 274
−Removed: Owned and leased hotels 1,255 1,244 1,076
+Added: Ownership 1,233 1,255 1,244
Other revenues 252 232 178
4,954 4,746 4,408
−Removed: Other revenues from managed and franchised properties 6,428 5,827 5,037
+Added: Cost reimbursement revenues 7,085 6,428 5,827
Total revenues 12,039 11,174 10,235
−Removed: Owned and leased hotels
−Removed: 1,126 1,141 999
+Added: Ownership 1,094 1,126 1,141
Depreciation and amortization 177 146 147
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1,796 1,824 1,846
−Removed: Other expenses from managed and franchised properties 6,985 6,164 5,076
+Added: Reimbursed expenses 7,550 6,985 6,164
Total expenses 9,346 8,809 8,010
3 unchanged sentences
Interest expense ( 620 ) ( 569 ) ( 464 )
−Removed: Gain (loss) on foreign currency transactions
+Added: Loss on foreign currency transactions
( 11 ) ( 12 ) ( 16 )
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Currency translation adjustment, net of tax of $( 14 ), $ 13 and $( 4 )
−Removed: ( 53 ) 8 ( 8 )
Pension liability adjustment, net of tax of $( 6 ), $( 6 ) and $ 1
−Removed: 22 ( 3 ) ( 49 )
Cash flow hedge adjustment, net of tax of $ 16 , $ 7 and $ 10
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Gain on sales of assets, net
−Removed: Loss (gain) on foreign currency transactions 12 16 ( 5 )
+Added: Loss on foreign currency transactions
Loss on investments in unconsolidated affiliate — — 92
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Investments in unconsolidated affiliates ( 3 ) ( 5 ) ( 15 )
−Removed: Other — — ( 3 )
Net cash used in investing activities ( 190 ) ( 446 ) ( 305 )
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For supplemental disclosures, see Note 13:
+Added: "Income Taxes" and Note 20:
"Supplemental Disclosures of Cash Flow Information."
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— — — — — — ( 31 ) — ( 31 )
−Removed: Other comprehensive income
+Added: Other comprehensive loss
— — — — — — ( 25 ) ( 1 ) ( 26 )
1 unchanged sentence
Repurchases of common stock (1)
+Added: — ( 15.6 ) — ( 2,369 ) — — — — ( 2,369 )
Share-based compensation
1 unchanged sentence
Balance as of December 31, 2023 — 253.5 3 ( 8,393 ) 10,968 ( 4,207 ) ( 731 ) 13 ( 2,347 )
−Removed: Net income — — — — — 1,141 — 10 1,151
+Added: Acquisition date fair value of redeemable noncontrolling interests 22 — — — — — — — —
+Added: Net income (loss)
+Added: ( 5 ) — — — — 1,535 — 9 1,544
Other comprehensive income (loss),
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17 241.8 3 ( 11,256 ) 11,130 ( 2,822 ) ( 782 ) 21 ( 3,706 )
−Removed: Acquisition date fair value of redeemable noncontrolling interests 22 — — — — — — — —
Net income (loss) ( 4 ) — — — — 1,457 — 8 1,465
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— — — — — — ( 48 ) — ( 48 )
−Removed: Other comprehensive loss
+Added: Other comprehensive income
— — — — — — 53 — 53
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$ 13 230.4 $ 3 $ ( 14,428 ) $ 11,274 $ ( 1,508 ) $ ( 729 ) $ 29 $ ( 5,359 )
−Removed: (1) Amounts include excise tax of $ 25 million and $ 22 million for the years ended December 31, 2024 and 2023, respectively, as imposed by the Inflation Reduction Act of 2022.
+Added: (1) Amounts include excise tax of $ 29 million, $ 25 million and $ 22 million for the years ended December 31, 2025, 2024 and 2023, respectively, as imposed by the Inflation Reduction Act of 2022.
(2) As of December 31, 2025 and 2024, 3.0 billion shares of preferred stock with a par value of $ 0.01 were authorized with no such shares issued.
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Hilton Worldwide Holdings Inc.
−Removed: (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.
+Added: (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 and leasing hotels and resorts, and licensing its intellectual property ("IP"), including brand names, trademarks and service marks.
Basis of Presentation and Summary of Significant Accounting Policies
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These consolidated financial statements present the consolidated financial position of Hilton as of December 31, 2025 and 2024 and the results of operations for the years ended December 31, 2025, 2024 and 2023.
+Added: The captions of certain financial statement line items have been revised when compared to those presented in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
+Added: The revisions to our consolidated statement of operations included:
+Added: (i) changing owned and leased hotels revenues and owned and leased hotels expenses to ownership revenues and ownership expenses, respectively;
+Added: 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.
+Added: The significant accounting policies for the revenues and expenses recognized in each of these respective line items did not change, nor did prior period amounts.
Principles of Consolidation
Our consolidated financial statements include the accounts of our wholly owned subsidiaries and other non-wholly owned entities in which we have a controlling financial interest, including variable interest entities ("VIEs") for which we are the primary beneficiary.
−Removed: Non-wholly owned entities in which we have a controlling financial interest primarily comprise majority owned entities that own or lease real estate.
+Added: Non-wholly owned entities in which we have a controlling financial interest primarily comprise majority owned entities that lease real estate.
The determination of a controlling financial interest is based upon the terms of the governing agreements of the respective entities, including the evaluation of rights held by third-party ownership interests.
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(i) fees earned from management and franchise contracts with third-party hotel owners;
−Removed: (ii) fees earned from license agreements with strategic partners, including co-branded credit card providers, 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.
−Removed: and (iii) our owned and leased hotels.
−Removed: The majority of our performance obligations are promises to provide a series of distinct goods or services, for which we receive variable consideration through our management and franchise and licensing fees or fixed consideration through our owned and leased hotels.
−Removed: We allocate the variable fees to the
−Removed: distinct services to which they relate applying the prescribed variable consideration allocation guidance, and we allocate fixed consideration to the related performance obligations based on their estimated standalone selling prices.
+Added: (ii) fees earned from license agreements with 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.
+Added: and (iii) our consolidated hotels.
+Added: The majority of our performance obligations are promises to provide a series of distinct goods or services, for which we receive variable consideration through our management and franchise and licensing fees or fixed consideration through our consolidated hotels.
+Added: We allocate the variable fees to the distinct services to which they relate applying the prescribed variable consideration allocation guidance, and we allocate fixed consideration to the related performance obligations based on their estimated standalone selling prices.
We do not adjust the promised amount of consideration for the effects of a significant financing component when it is our expectation, at contract inception, that the period between our transfer of a promised good or service to a customer and when the customer pays for that good or service will be twelve months or less, which it is in substantially all cases.
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These fees are typically fixed and collected upfront and are recognized as revenue over the term of the franchise contract.
−Removed: We do not consider this advance consideration to include a significant financing component, since it is used to protect us from the hotel owner failing to adequately complete some or all of its obligations under the contract, including establishing and maintaining the hotel in accordance with our standards.
+Added: We do not consider this advance consideration to include a significant financing component, since it is used to protect us from the hotel owner
+Added: failing to adequately complete some or all of its obligations under the contract, including establishing and maintaining the hotel in accordance with our standards.
• Licensing fees for the use of our IP and/or booking channels and related programs are earned from:
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(ii) strategic partner hotels, which are recognized as revenue in the period when the room stay occurs;
−Removed: and (iii) a license agreement with HGV for its timeshare business, which are typically billed monthly and recognized as revenue at the same time the fees are billed.
+Added: and (iii) a license agreement with HGV for its timeshare business, which are typically billed quarterly and recognized as revenue monthly as services are provided.
Management fees represent fees earned from hotels that we manage, usually under a long-term contract with a hotel owner, and include the following:
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• Incentive management fees are generally based on a percentage of the hotel's operating profits, normally over a one-calendar year period (the "incentive period"), and, in some cases, may be subject to a stated return threshold to the hotel owner.
−Removed: Incentive management fee revenue is recognized on a monthly basis, but only to the extent the cumulative fee earned does not exceed the probable fee for the incentive period.
+Added: Incentive management fee revenue is recognized on a monthly basis, but only to the extent the cumulative fee earned does not exceed the probable fee to be earned for the incentive period.
Incentive management fee payment terms vary, but they are generally billed and collected monthly or annually upon completion of the incentive period.
1 unchanged sentence
We do not estimate revenues expected to be recognized related to our unsatisfied performance obligations for our:
−Removed: (i) royalty fees, since they are considered sales-based royalty fees recognized as hotel room sales occur in exchange for licenses of our IP over the terms of the franchise contracts and (ii) other licensing fees, base management fees and incentive management fees since they are allocated entirely to the wholly unsatisfied promise to transfer IP or provide management services, respectively, which form part of a single performance obligation in a series, over the term of the individual contract.
−Removed: Other revenues from managed and franchised properties represent amounts that are contractually reimbursed to us by property owners, either directly as costs are incurred or indirectly through monthly program fees related to certain costs and expenses supporting the operations of the related properties, and include the following:
+Added: (i) royalty fees, since they are considered sales-based royalty fees recognized as hotel room sales occur in exchange for licenses of our IP over the terms of the franchise contracts and (ii) other licensing fees, base and other management fees and incentive management fees since they are allocated entirely to the wholly unsatisfied promise to transfer IP or provide management services, respectively, which form part of a single performance obligation in a series, over the term of the individual contract.
+Added: Cost reimbursement revenues represent amounts that are contractually reimbursed to us by property owners, either directly as costs are incurred or indirectly through monthly program fees related to certain costs and expenses supporting the operations of the related properties, and include the following:
• Direct reimbursements primarily include reimbursements received by us for payroll and related costs of managed hotels, if the managed hotel employees are legally employed by us.
1 unchanged sentence
We have no legal responsibility for the employee liabilities related to certain of our managed properties, predominately those located outside of the U.S., where we are not the legal employer, as well as the employees or the liabilities associated with operating franchised properties or strategic partner hotels.
−Removed: Revenue is recognized based on the amount of expenses incurred by Hilton, which are presented as other expenses from managed and franchised properties in our consolidated statement of operations, and results in no net effect on operating income (loss) or net income (loss).
+Added: Revenue is recognized based on the amount of expenses incurred by Hilton, which are presented as reimbursed expenses in our consolidated statement of operations, and results in no net effect on operating income (loss) or net income (loss).
These amounts are reimbursed to us by the property owner at least on a monthly basis.
• Indirect reimbursements include reimbursements received by us for marketing and sales expenses and other expenses associated with our brand programs and shared services, which are reimbursed by program fees billed and collected from our managed and franchised properties and strategic partner hotels.
−Removed: Indirect reimbursements also include reimbursements for expenses incurred to operate the Hilton Honors program (see the "—Hilton Honors" below for additional information).
+Added: Indirect reimbursements also include reimbursements for expenses incurred to operate the Hilton Honors program from our managed, franchised and strategic partner hotels and strategic partners (see "—Hilton Honors" below for additional information).
Indirect reimbursements 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), and revenue is generally recognized as services are provided.
System implementation fees charged to property owners are deferred and recognized as revenue over the term of the management or franchise contract.
−Removed: The expenses incurred by Hilton to operate the marketing, sales and brand programs and shared services as well as the Hilton Honors program are recognized as incurred and are presented as other expenses from managed and franchised properties in our consolidated statement of operations.
+Added: The expenses incurred by Hilton to operate the marketing, sales and brand programs and shared services as well as the Hilton Honors program are recognized as incurred and are presented as
+Added: reimbursed expenses in our consolidated statement of operations.
If we collect amounts in excess of amounts expended, we have a commitment to spend these amounts on the related programs.
−Removed: Additionally, if we expend in excess of amounts collected, we have a contractual right to adjust future collections to recover prior period expenditures.
−Removed: The management and franchise fees and reimbursements from third-party property owners are allocated to the performance obligations and the distinct services to which they relate using their estimated standalone selling prices.
+Added: Additionally, if we expend in excess of amounts collected, we have contractual rights to adjust future collections to recover prior period expenditures.
+Added: The management and franchise fees and reimbursements from third parties are allocated to the performance obligations and the distinct services to which they relate using their estimated standalone selling prices.
The terms of the fees earned under the contract relate to a specific outcome of providing the services (e.g., hotel room sales) or to Hilton's efforts (e.g., costs) to satisfy the performance obligations.
Using time as the measure of progress, excluding revenue recognized for point redemptions, we recognize fee revenue and indirect reimbursements in the period earned per the terms of the contract and revenue related to direct reimbursements in the period in which the cost is incurred.
−Removed: For discussion on revenue recognition for point redemptions, refer to the "—Hilton Honors" below.
−Removed: Owned and leased hotels revenues
−Removed: We identified the following performance obligations in connection with our owned and leased hotels revenues, with such revenues recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services:
+Added: For discussion on revenue recognition for point redemptions, refer to "—Hilton Honors" below.
+Added: Ownership revenues
+Added: We identified the following performance obligations in connection with our ownership revenues, with such revenues recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services:
• Cancellable room reservations or ancillary services are typically satisfied as the good or service is transferred to the hotel guest, which is generally when the room stay occurs.
3 unchanged sentences
• Components of package reservations for which each component could be sold separately to other hotel guests are considered separate performance obligations and are satisfied as set forth above.
−Removed: Owned and leased hotels revenues primarily consist of hotel room sales, revenues from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and sales of other ancillary goods and services (e.g., parking) related to consolidated owned and leased hotels.
+Added: Ownership revenues primarily consist of hotel room sales, revenues from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and sales of other ancillary goods and services (e.g., parking) related to consolidated hotels.
Revenue is recognized when a room stay occurs or goods and services have been provided.
Payment terms typically align with when the goods and services are provided.
−Removed: A portion of owned and leased hotels revenues are deferred upon issuance of Hilton Honors points for Hilton Honors members' paid stay transactions, and revenue is recognized when Hilton Honors points are redeemed for a free or discounted stay at an owned or leased hotel (see "—Hilton Honors" below for additional information).
+Added: A portion of ownership revenues are deferred upon issuance of Hilton Honors points for Hilton Honors members' paid stay transactions, and revenue is recognized when Hilton Honors points are redeemed for a free or discounted good or service.
+Added: (see "—Hilton Honors" below for additional information).
Although the transaction prices of hotel room sales, goods and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer.
4 unchanged sentences
Other revenues
−Removed: Other revenues primarily includes revenues generated by our purchasing operations for our owned, leased, managed and franchised hotels, as well as from properties outside of our system that participate in our purchasing programs.
−Removed: Purchasing revenues include any amounts we expect to retain for vendor rebate arrangements related to purchases made directly by managed and franchised properties, as well as properties outside of our system, through our purchasing programs.
+Added: Other revenues primarily includes revenues generated by our purchasing operations for our leased, managed and franchised properties, as well as from properties outside of our system that participate in our purchasing programs.
+Added: Purchasing revenues
+Added: include any amounts we expect to retain for vendor rebate arrangements related to purchases made directly by leased, managed and franchised properties, as well as properties outside of our system, through our purchasing programs.
Taxes and fees collected on behalf of governmental agencies
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Expected credit losses on off-balance-sheet commitments, such as guarantees, letters of credit and financing commitments, are typically included in other long-term liabilities in our consolidated balance sheet.
−Removed: Our expected credit losses are based on historical collection activity, the nature of the financial instrument, geographic considerations, current and forecasted business conditions and, in the case of off-balance-sheet commitments, the probability that funding will be required.
+Added: Our expected credit losses are estimated as of the date of the consolidated balance sheet, assuming that conditions existing at that time will not change for the remaining life of the asset, and are based on historical collection activity, the nature of the financial instrument, geographic considerations, current and forecasted business conditions and, in the case of off-balance-sheet commitments, the probability that funding will be required.
Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized.
2 unchanged sentences
We do not amortize goodwill, but rather evaluate goodwill for potential impairment on an annual basis or at other times during the year if indicators of impairment exist.
−Removed: Our reporting units are the same as our operating segments as described in Note 19:
+Added: Our reporting units are the same as our reportable operating segments as described in Note 18:
"Business Segments." When we evaluate goodwill for potential impairment, generally, we first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
3 unchanged sentences
If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss would be recognized in our consolidated statement of operations in an amount equal to the excess of the carrying value over the estimated fair value, limited to the total amount of goodwill allocated to that reporting unit.
−Removed: As of December 31, 2024 and 2023, our goodwill balance was only attributable to our management and franchise reporting unit, which had no accumulated impairment losses as of either date.
+Added: As of December 31, 2025 and 2024, our goodwill balances were only attributable to our management and franchise reporting unit, which had no accumulated impairment losses as of either date.
The changes in our goodwill balances during the years ended December 31, 2025 and 2024 were due to foreign currency translation.
−Removed: Brands intangible assets were initially recorded at their fair value at the time of the Merger for the portfolio of brands that existed at the time of the Merger, using the relief-from-royalty valuation approach for owned and leased hotels and the multi-period excess earnings method for managed and franchised hotels.
−Removed: During the year ended December 31, 2024, we recorded brands intangible assets related to the acquisition of the Graduate brand and NoMad brand (refer to Note 3:
+Added: Brands intangible assets were initially recorded at their fair value at the time of the Merger for the portfolio of brands that existed at the time of the Merger, using the relief-from-royalty valuation approach for hotels within our ownership segment and the multi-period excess earnings method for expected future managed and franchised hotels.
+Added: During the year ended December 31, 2024, we recorded brands intangible assets related to the acquisitions of the Graduate and NoMad brands (refer to Note 3:
"Acquisitions" for additional information).
−Removed: The fair value of the Graduate brand intangible asset was determined on a relative fair value basis and
−Removed: the fair value of the NoMad brand intangible asset was determined using the multi-period excess earnings method.
There are no legal, regulatory, contractual, competitive, economic or other factors that limit the useful lives of these brands, and, accordingly, the useful lives of these brands are considered to be indefinite.
−Removed: A portion of our brands intangible assets are denominated in foreign currencies and, as such, a period over period change in these assets is attributable to fluctuations in foreign currency exchange rates.
We evaluate our indefinite-lived brands intangible assets for impairment on an annual basis or at other times during the year if indicators of impairment exist.
3 unchanged sentences
If the carrying value of a brand intangible asset exceeds its estimated fair value, an impairment loss would be recognized in our consolidated statement of operations in an amount equal to the excess of the carrying value over the estimated fair value.
+Added: Except for the acquisitions of the Graduate and NoMad brands, changes in our brand intangible assets during the years ended December 31, 2025 and 2024 were due to foreign currency translation.
Intangible Assets with Finite Useful Lives
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Costs incurred prior to the acquisition of a contract, such as external legal costs, are expensed as incurred and included in general and administrative expenses in our consolidated statement of operations.
−Removed: Cash flows for contract acquisition costs and development commissions and other are included as operating activities in our consolidated statement of cash flows, and cash flows for capitalized software costs and management and franchise contract intangible assets acquired are included as investing activities.
+Added: Cash flows for contract acquisition costs and development commissions and other are included as operating activities in our consolidated statement of cash flows, and cash flows for capitalized software costs and acquired management and franchise contract intangible assets are included as investing activities.
We evaluate the carrying value of all finite-lived intangible assets for indicators of impairment, and, if such indicators exist, we perform an analysis to determine the recoverability of the asset group by comparing the expected undiscounted future cash flows to the net carrying value of the asset group.
−Removed: If the carrying value of the asset group is not recoverable and it exceeds the estimated fair value of the asset group, we recognize an impairment loss in our consolidated statement of operations for the amount by which the carrying value exceeds the estimated fair value.
+Added: If the carrying value of the asset group is not recoverable and it exceeds the estimated fair value of the asset group, we recognize an impairment loss in our consolidated statement of operations for the
+Added: amount by which the carrying value exceeds the estimated fair value.
We allocate the impairment loss related to the asset group among the various assets within the asset group pro rata based on the relative carrying values of the respective assets.
3 unchanged sentences
Capitalized costs are depreciated over their estimated useful lives.
−Removed: Costs for normal repairs and
−Removed: maintenance are expensed as incurred.
+Added: Costs for normal repairs and maintenance are expensed as incurred.
Right-of-use ("ROU") assets of finance leases are included in property and equipment, net in our consolidated balance sheet;
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We allocate the impairment loss related to the asset group among the various assets within the asset group pro rata based on the relative carrying values of the respective assets.
−Removed: We determine if a contract is or contains a lease at the inception of the contract, and we classify that lease as a finance lease if it meets certain criteria or as an operating lease when it does not.
+Added: We determine if a contract is or contains a lease at the inception of the contract, and we classify that lease as a finance lease if it meets certain criteria or as an operating lease if it does not.
We reassess if a contract is or contains a lease upon modification of the contract.
For contracts in which we are the lessee that contain fixed payments for both lease and non-lease components, we have elected to account for these components as a single lease component.
−Removed: At the commencement date of a lease, we recognize a lease liability for future fixed lease payments and a ROU asset representing our right to use the underlying asset during the lease term.
+Added: At the commencement date of a lease for which we are the lessee, we recognize a lease liability for future fixed lease payments and a ROU asset representing our right to use the underlying asset during the lease term.
The lease liability is initially measured as the present value of the future fixed lease payments that will be made over the lease term.
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In addition, during the term of our hotel leases, we may be required to pay some, or all, of the capital costs for FF&E and leasehold improvements in the hotel property.
−Removed: For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term, and lease expense related to variable payments is expensed as incurred, with amounts recognized in owned and leased hotels expenses, general and administrative expenses and other expenses from managed and franchised properties in our consolidated statement of operations.
+Added: For operating leases, lease expense relating to fixed payments is recognized on a straight-line basis over the lease term, and lease expense related to variable payments is expensed as incurred, with amounts recognized in ownership expenses, general and administrative expenses and reimbursed expenses in
+Added: our consolidated statement of operations.
For operating leases for which the ROU asset has been impaired, the periodic lease expense is determined as the sum of (i) the amortization of any remaining ROU asset on a straight-line basis over the remaining term of the lease and (ii) the accretion of the lease liability based on the discount rate applied to the lease liability.
−Removed: For finance leases, the amortization of the ROU asset is recognized over the shorter of the lease term or useful life of the underlying asset within depreciation and amortization expenses and other expenses from managed and franchised properties in our consolidated statement of operations.
+Added: For finance leases, the amortization of the ROU asset is recognized over the shorter of the lease term or useful life of the underlying asset within depreciation and amortization expenses and reimbursed expenses in our consolidated statement of operations.
The interest expense related to finance leases, including any variable lease payments, is recognized in interest expense in our consolidated statement of operations.
11 unchanged sentences
We include both the earnings (losses) for the period attributable to redeemable noncontrolling interests and any adjustment to the carrying value of redeemable noncontrolling interests as a result of a change in the redemption value in net income attributable to redeemable and nonredeemable noncontrolling interests in our consolidated statement of operations.
+Added: Our redeemable noncontrolling interests relate to the acquisition of the NoMad brand (refer to Note 3:
+Added: "Acquisitions" for additional information).
Hilton Honors
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(i) an estimate of points that will eventually be redeemed, which includes an estimate of breakage (i.e., points that will never be redeemed), (ii) an estimate of when such points will be redeemed and (iii) an estimate of the cost of reimbursing managed and franchised properties and other third parties for redemptions.
−Removed: When a Hilton Honors member stays and earns points at an owned or leased hotel, we recognize a portion of the revenues associated with that stay in owned and leased hotels revenues, with the remaining portion recorded in liability for guest loyalty program and deferred revenues until the points are redeemed.
−Removed: We estimate the current portions of our liability for guest loyalty program and Hilton Honors deferred revenues based on the total point redemptions and, for the liability for guest loyalty program, also breakage that is expected to occur within the next 12 months;
+Added: When a Hilton Honors member stays and earns points at a consolidated hotel, we recognize a portion of the revenues associated with that stay in ownership revenues, with the remaining portion recorded in liability for guest loyalty program and deferred revenues until the points are redeemed.
+Added: We estimate the current portions of our liability for guest loyalty program and Hilton Honors deferred revenues based on the
+Added: total point redemptions and, for the liability for guest loyalty program, also breakage that is expected to occur within the next 12 months;
these amounts are presented as current portion of liability for guest loyalty program and current portion of deferred revenues in our consolidated balance sheet.
1 unchanged sentence
The remaining transaction price is then further allocated to the points that are expected to be redeemed, which is determined by adjusting the points that are issued for estimated breakage, and recognized when those points are redeemed.
−Removed: While the points are outstanding, both the estimate of the expected payments to third parties (i.e., cost per point
−Removed: redeemed) and the estimated breakage are reevaluated.
−Removed: The combined estimate yields the amount of revenue that will be recognized when our point obligation is satisfied and is adjusted so that the final amount allocated to the substantive right of the Hilton Honors member to redeem their points for free or discounted goods and services is reflective of the amount retained by Hilton after the cost of providing the free or discounted goods and services.
+Added: While the points are outstanding, both the estimate of the expected payments to third parties (i.e., cost per point redeemed) and the estimated breakage are reevaluated.
+Added: The combined estimate yields the amount of revenue that will be recognized when our redemption obligation is satisfied and is adjusted so that the final amount allocated to the substantive right of the Hilton Honors member to redeem their points for free or discounted goods and services is reflective of the amount retained by Hilton after the cost of providing the free or discounted goods and services.
We also earn licensing fees from strategic partnerships, including co-branded credit card arrangements (see "—Management and franchise revenues" within "—Revenue Recognition" above).
3 unchanged sentences
We satisfy our performance obligation related to the IP license over time as the strategic partner simultaneously receives and consumes the benefits of the goods or services provided, and we satisfy our performance obligation related to points issued under the Hilton Honors program when points are redeemed for a free or discounted good or service by the Hilton Honors members.
−Removed: Hilton reimburses managed and franchised properties and other third parties when points are redeemed by Hilton Honors members for stays at the participating properties or for other goods or services from the third-party providers, respectively, at which time the redemption obligation is reduced and the related deferred revenue is recognized in other revenues from managed and franchised properties in our consolidated statement of operations.
−Removed: Additionally, when Hilton Honors members redeem points for a free or discounted stay at our owned and leased hotels, we recognize room revenue, included in owned and leased hotels revenues in our consolidated statement of operations.
+Added: Hilton reimburses managed and franchised properties and other third parties when points are redeemed by Hilton Honors members for stays at the participating properties or for other goods or services from the third-party providers, respectively, at which time the redemption obligation is reduced and the related deferred revenue is recognized in cost reimbursement revenues in our consolidated statement of operations.
+Added: Additionally, when Hilton Honors members redeem points for a free or discounted stay at our consolidated hotels, we recognize room revenue, included in ownership revenues in our consolidated statement of operations.
Fair Value Measurements – Valuation Hierarchy
21 unchanged sentences
We record all derivatives at fair value.
−Removed: On the date the derivative contract is entered into, we may designate the derivative as a hedging instrument, and, if so, we formally document all relationships between hedging activities, including the risk
−Removed: management objective and strategy for undertaking various hedge transactions.
+Added: On the date the derivative contract is entered into, we may designate the derivative as a hedging instrument, and, if so, we formally document all relationships between hedging activities, including the risk management objective and strategy for undertaking various hedge transactions.
We generally enter into cash flow hedges (i.e., a hedge of a specific forecasted transaction or the variability of cash flows to be paid), and, in the past, we also entered into net investment hedges (i.e., a hedge of an investment in a foreign operation).
1 unchanged sentence
If we do not specifically designate a derivative as a cash flow hedge or another type of hedging instrument, changes in the fair value of the undesignated derivative are reported in current period earnings.
−Removed: Cash flows from designated derivatives are classified within the same category as the item being hedged in the consolidated statement of cash flows, while cash flows from undesignated derivatives are included as an investing activity.
+Added: Cash flows from designated derivatives that hedge fluctuations in foreign currency are classified within operating activities in the consolidated statement of cash flows and cash flows related to interest rate swaps with a significant financing component are classified within financing activities in the consolidated statement of cash flows, while cash flows from undesignated derivatives are included as an investing activity in the consolidated statement of cash flows.
We perform an initial prospective assessment of hedge effectiveness on a quantitative basis between the inception date and the earlier of the first quarterly hedge effectiveness date or the issuance of the financial statements that include the hedged transaction.
11 unchanged sentences
Where certain specific evidence indicates intercompany receivables and payables will not be settled in the foreseeable future and are of a long-term nature, gains and losses from foreign currency exchange rate changes are recognized as currency translation adjustment within other comprehensive income (loss) in our consolidated statement of comprehensive income (loss).
−Removed: We are self-insured for losses up to our third-party insurance deductibles for domestic general liability, auto liability, workers' compensation, employment practices liability and crime insurance at our owned, leased and managed hotels that participate in our insurance programs, in addition to other corporate related coverages.
+Added: We are self-insured for losses up to our third-party insurance deductibles for domestic general liability, auto liability, workers' compensation, employment practices liability and crime insurance at our leased and managed hotels that participate in our insurance programs, in addition to other corporate related coverages.
We are also self-insured for health coverages for some of our U.S.
1 unchanged sentence
In addition, through our captive insurance subsidiary, we participate in reinsurance arrangements that provide coverage and/or act as a financial intermediary for claim payments on our self-insurance program.
−Removed: These obligations and reinsurance arrangements can cause timing differences in the recognition of assets, liabilities, gains and losses between reporting periods, although we expect these amounts to ultimately offset when the related claims are settled.
−Removed: Our insurance reserves are accrued based on the estimated ultimate cost to us of claims that occurred during the covered period, which includes claims incurred but not reported, for which we will be responsible.
+Added: These obligations and reinsurance arrangements can cause timing differences in the recognition of assets, liabilities, gains and losses between reporting periods, although we expect these amounts to ultimately offset when the
+Added: related claims are settled.
+Added: Our insurance reserves are accrued based on the estimated ultimate cost to us of claims that occurred during the covered periods, which includes claims incurred but not reported, for which we will be responsible.
These estimates are prepared with the assistance of third-party actuaries and consultants.
−Removed: The ultimate cost of claims for a covered period are reviewed at least annually, or more frequently as circumstances dictate, and are adjusted based on the latest information available to us, which may differ from our original estimates.
+Added: The ultimate cost of claims for covered periods are reviewed at least annually, or more frequently as circumstances dictate, and are adjusted based on the latest information available to us, which may differ from our original estimates.
Share-Based Compensation
7 unchanged sentences
Upon the exercise of stock options, new shares of our common stock are issued.
−Removed: • Performance shares vest three years from the date of grant based on a set of specified performance measures over a defined performance period.
−Removed: Vested performance shares generally will be settled for the Company's common stock, with the exception of certain awards that will be settled in cash.
+Added: • Performance shares vest three years from the date of grant based on a set of specified performance measures over a defined performance period and will be settled for the Company's common stock.
The grant date fair value is equal to the closing stock price on the date of grant.
The total number of performance shares that vest related to each performance measure is based on an achievement factor that ranges from zero percent to 200 percent, with 100 percent being the target.
−Removed: We recognize these share-based payment transactions when services from the employees are rendered and recognize either a corresponding increase in additional paid-in capital or accounts payable, accrued expenses and other in our consolidated balance sheet, depending on whether the instruments granted satisfy the equity or liability classification criteria, respectively.
+Added: We recognize compensation expense for these share-based payment transactions when services from the employees are rendered and recognize either a corresponding increase in additional paid-in capital or accounts payable, accrued expenses and other in our consolidated balance sheet, depending on whether the instruments granted satisfy the equity or liability classification criteria, respectively.
The measurement objective for these equity awards is the estimated fair value at the date of grant of the equity instruments that we are obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments.
6 unchanged sentences
We recognize forfeitures of share-based compensation awards as they occur.
−Removed: Share-based compensation expense is recognized in owned and leased hotels expenses, general and administrative expenses and other expenses from managed and franchised properties in our consolidated statement of operations.
+Added: Share-based compensation expense is recognized in ownership expenses, general and administrative expenses and reimbursed expenses in our consolidated statement of operations.
We account for income taxes using the asset and liability method.
1 unchanged sentence
Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which the respective temporary differences or tax attribute carryforwards are expected to be recovered or settled.
−Removed: The realization of deferred tax assets is contingent upon the generation of future taxable income and other restrictions that may exist under the tax laws of the jurisdiction in which a deferred tax asset exists.
+Added: The realization of deferred tax assets is contingent upon the generation of future taxable
+Added: income and other restrictions that may exist under the tax laws of the jurisdiction in which a deferred tax asset exists.
Valuation allowances are provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized.
6 unchanged sentences
We are involved in various claims and lawsuits arising in the ordinary course of business, the outcomes of which are subject to significant uncertainty.
−Removed: An estimated loss from a loss contingency will be accrued as a charge to income if it is probable a loss has been incurred and the amount of the loss can be reasonably estimated.
+Added: An estimated loss from a loss contingency is accrued as a charge to income if it is probable a loss has been incurred and the amount of the loss can be reasonably estimated.
We make certain judgments to determine whether a transaction should be accounted for as a business combination or an asset acquisition.
18 unchanged sentences
Adopted Accounting Standards
−Removed: In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
−Removed: 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures, which requires, among other things, the following:
−Removed: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included in a segment's reported measure of profit or loss;
−Removed: (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment;
−Removed: (iii) disclosure about how the CODM uses segment profitability measures to make resource allocation decisions;
−Removed: and (iv) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis.
−Removed: adopted the provisions of ASU 2023-07 as of January 1, 2024, which resulted in additional disclosures in the notes to our consolidated financial statements that we applied retrospectively to all prior periods presented.
−Removed: Accounting Standards Not Yet Adopted
−Removed: In December 2023, the FASB issued ASU No.
+Added: In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No.
2023-09 ("ASU 2023-09"), Income Taxes (Topic 740):
4 unchanged sentences
The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date.
−Removed: The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024;
−Removed: early adoption is permitted.
−Removed: We expect ASU 2023-09 to require additional disclosures in the notes to our consolidated financial statements.
+Added: We adopted the provisions of ASU 2023-09 on a prospective basis as of January 1, 2025, which resulted in additional disclosures in the notes to our consolidated financial statements.
+Added: Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU No.
12 unchanged sentences
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.
−Removed: The remaining amount was included in accounts payable, accrued expenses and other in our consolidated balance sheet as of December 31, 2024 and will be paid upon the satisfaction of certain conditions by the seller, which are expected to occur within the next 12 months.
−Removed: We accounted for the transaction as an asset acquisition.
−Removed: On the date of the acquisition, we added 32 existing properties located in the U.S.
−Removed: and United Kingdom ("U.K.") to our franchise portfolio.
−Removed: We allocated the cost of the acquisition, including transaction costs, to the assets acquired on a relative fair value basis.
−Removed: As a result, we recorded an indefinite-lived brand intangible asset of approximately $ 122 million and franchise contract intangible assets of approximately $ 91 million.
−Removed: The franchise contract intangible assets will be amortized over an estimated useful life of 15 years to depreciation and amortization expenses in our consolidated statements of operations.
−Removed: The results of operations related to the Graduate brand, which did not have a material impact on our operating results for the year ended December 31, 2024, were included in the consolidated financial statements for the period from the date of acquisition to December 31, 2024.
+Added: The remaining amount unpaid was recorded in accounts payable, accrued expenses and other in our consolidated balance sheet as of December 31, 2025.
+Added: We accounted for the transaction as an asset acquisition and allocated the cost of the acquisition, including transaction costs, to the assets acquired on a relative fair value basis.
+Added: As a result, we recorded an indefinite-lived brand intangible asset of $ 122 million and franchise contract intangible assets of $ 91 million.
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.
−Removed: We accounted for the transaction as a business combination and recognized the fair value, which included measurement period adjustments made subsequent to the acquisition date, of an indefinite-lived brand intangible asset of approximately $ 48 million and management contract intangible
−Removed: assets, with an aggregate fair value of approximately $ 8 million.
−Removed: The management contract intangible assets will be amortized over a weighted average estimated useful life of approximately 14 years to depreciation and amortization expenses in our consolidated statements of operations.
+Added: 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.
We measured the net assets acquired at fair value as of the date of acquisition.
3 unchanged sentences
Our redeemable noncontrolling interests relate to our interest in the Sydell Group.
−Removed: 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.
+Added: 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
+Added: 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.
−Removed: The redeemable noncontrolling interests were recorded at a fair value of $ 22 million as of the acquisition date.
−Removed: The results of operations of the Sydell Group were included in the consolidated financial statements for the period from the date of acquisition to December 31, 2024.
−Removed: The acquisition of a controlling financial interest in the Sydell Group did not have a material impact on the Company's consolidated financial statements for the year ended December 31, 2024, and, as such, historical and pro forma results are not disclosed.
Revenues from Contracts with Customers
7 unchanged sentences
(1) Primarily related to Hilton Honors, including co-branded credit card arrangements.
−Removed: (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.
+Added: (2) 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
3 unchanged sentences
and (iii) $ 15 million related to other obligations.
+Added: These performance obligations are recognized as revenue as discussed in Note 2:
+Added: Basis of Presentation and Summary of Significant Accounting Policies.
Consolidated Variable Interest Entities
11 unchanged sentences
Long-term debt (1)(2)
−Removed: (1) Represents and includes finance lease liabilities of $ 65 million and $ 86 million, respectively, as of December 31, 2024 and 2023, respectively.
+Added: (1) During the year ended December 31, 2025, each of our consolidated VIEs in Japan amended and extended its respective hotel lease agreement and we recognized an aggregate of $ 239 million of ROU assets in property and equipment, net and $ 239 million of finance lease liabilities in long-term debt, with a portion in current maturities of long-term debt, in our consolidated balance sheet as of December 31, 2025.
+Added: (2) Represents finance lease liabilities;
includes current maturities of $ 4 million and $ 13 million as of December 31, 2025 and 2024, respectively.
2 unchanged sentences
The assets relating to these investments are classified as other current assets or other non-current assets in our consolidated balance sheet based on the expected maturity date of the respective investment, if applicable.
−Removed: In March 2023, as a result of the rise in market-based interest rates, one of our third-party unconsolidated affiliates (the "Fund"), which has underlying investments in certain hotels that we manage or franchise, failed to comply with certain requirements of its debt agreements.
+Added: In March 2023, as a result of the rise in market-based interest rates, one of our third-party unconsolidated affiliates (the "Fund"), which had underlying investments in certain hotels that we manage or franchise, failed to comply with certain requirements of its debt agreements.
As a result, we determined that:
26 unchanged sentences
Capitalized software costs $ 754 $ ( 590 ) $ 164
−Removed: Leases (2)(3)
$ 842 $ ( 648 ) $ 194
−Removed: $ 838 $ ( 665 ) $ 173
−Removed: (1) Includes development commissions and other intangible assets.
−Removed: Amount for the year ended December 31, 2024 also includes management and franchise contract intangible assets acquired from third parties.
+Added: (1) Includes development commissions, other intangible assets and management and franchise contract intangible assets acquired from third parties.
(2) Represents intangible assets that were initially recorded at fair value at the time of the Merger.
−Removed: (3) During the year ended December 31, 2023, we recognized $ 4 million of impairment losses related to our leases intangible assets in our consolidated statement of operations;
−Removed: "Fair Value Measurements" for additional information.
Amortization of our finite-lived intangible assets was as follows:
18 unchanged sentences
( 486 ) ( 499 )
−Removed: (1) During the years ended December 31, 2024, 2023 and 2022, depreciation and amortization expenses on property and equipment was $ 55 million, $ 43 million and $ 46 million, respectively.
+Added: (1) During the years ended December 31, 2025, 2024 and 2023, depreciation and amortization expenses on property and equipment were $ 63 million, $ 55 million and $ 43 million, respectively.
Property and equipment, net attributed to U.S.
operations was $ 246 million and $ 208 million as of December 31, 2025 and 2024, respectively, and to operations outside the U.S.
−Removed: was $ 203 million and $ 199 million, respectively, most significantly in the U.K.
−Removed: During the year ended December 31, 2023, we recognized $ 1 million of impairment losses in our consolidated statement of operations related to property and equipment, net;
−Removed: "Fair Value Measurements" for additional information.
+Added: was $ 438 million and $ 203 million, respectively, most significantly in Japan and the U.K.
Accounts Payable, Accrued Expenses and Other
3 unchanged sentences
Accounts payable 376 409
−Removed: Operating lease liabilities, current 117 116
−Removed: Insurance reserves, current 114 99
Other current liabilities and accrued expenses (1)
$ 2,336 $ 2,124
−Removed: (1) Includes deposit liabilities related to hotel operations and application fees, promotional liabilities, contract acquisition costs payable and income taxes payable, as well as accrued expenses related to taxes, interest, advertising, rent and other.
+Added: (1) Includes operating lease liabilities, insurance reserves, deposit liabilities related to hotel operations, promotional liabilities, contract acquisition costs payable and income taxes payable, as well as accrued expenses related to taxes, interest, advertising and other.
Long-term Debt
1 unchanged sentence
(in millions)
−Removed: Senior secured term loan facility due 2028
Senior secured term loan facility with a rate of 5.48 %, due 2030
+Added: $ 3,119 $ 3,119
Senior notes with a rate of 5.375 %, due 2025 (1)
8 unchanged sentences
Senior notes with a rate of 5.875 %, due 2033 (1)
+Added: Senior notes with a rate of 5.750 %, due 2033 (1)
+Added: Senior notes with a rate of 5.500 %, due 2034 (1)
Finance lease liabilities with a weighted average rate of 4.65 %, due 2026 to 2060 (2)
−Removed: Other debt of consolidated VIEs (2)
−Removed: unamortized deferred financing costs and discounts
12,459 11,236
+Added: unamortized deferred financing costs and discount
+Added: ( 96 ) ( 85 )
current maturities of long-term debt (3)
3 unchanged sentences
("HOC"), an indirect wholly owned subsidiary of the Parent and the issuer of all of the series of Senior Notes.
−Removed: (2) Long-term debt of our consolidated VIEs is included in finance lease liabilities and other debt of consolidated VIEs as applicable.
+Added: (2) Includes long-term debt of our consolidated VIEs.
Refer to Note 5:
−Removed: "Consolidated Variable Interest Entities" for additional information.
−Removed: (3) Represents current maturities of finance lease liabilities and the 5.375 % Senior Notes due 2025 as of December 31, 2024 and current maturities of finance lease liabilities and borrowings of consolidated VIEs as of December 31, 2023.
−Removed: 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.
+Added: "Consolidated Variable Interest Entities" for additional information, as well as an explanation of the increase in the total finance lease liabilities as of December 31, 2025, when compared to December 31, 2024.
+Added: (3) Amount as of December 31, 2025 represents current maturities of finance lease liabilities.
+Added: Amount as of December 31, 2024 represents current maturities of finance lease liabilities and the 5.375 % Senior Notes due 2025 (the "May 2025 Senior Notes").
Senior Secured Credit Facilities
1 unchanged sentence
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 of the senior secured credit facilities.
+Added: During the year ended December 31, 2025, we borrowed and subsequently repaid an aggregate $ 875 million under the Revolving Credit Facility.
+Added: No borrowings were outstanding under the Revolving Credit Facility as of December 31, 2025, which had an available borrowing capacity of $ 1,894 million after considering $ 106 million of letters of credit outstanding.
In June 2024, we amended the credit agreement governing our Term Loans pursuant to which $ 1.0 billion of outstanding Term Loans due June 2028 were replaced with $ 1.0 billion of incremental Term Loans due November 2030, aligning their maturity with the outstanding $ 2.1 billion tranche of Term Loans due November 2030.
1 unchanged sentence
In connection with the June 2024 Amendment, we incurred $ 3 million of debt issuance costs, which were recognized in other non-operating loss, net in our consolidated statement of operations for the year ended December 31, 2024.
−Removed: In March 2024, we borrowed and subsequently repaid $ 200 million under the Revolving Credit Facility.
−Removed: In November 2023, we amended the credit agreement governing our Term Loans pursuant to which $ 1.0 billion of outstanding Term Loans were converted into a new tranche of Term Loans due June 2028 with an interest rate of SOFR plus 1.85 % and $ 1.6 billion of outstanding Term Loans were converted into a new tranche, which was also increased by $ 500 million of aggregate principal amount, due November 2030 with an interest rate of SOFR plus 2.10 %.
−Removed: In connection with
−Removed: the amendment of the Term Loans, we incurred $ 21 million of original issue discounts and fees, of which $ 11 million was recognized as a reduction to the outstanding debt balance in our consolidated balance sheet to be amortized to interest expense through the respective maturity dates of the Term Loans.
−Removed: The remaining $ 10 million was recognized in other non-operating income, net in our consolidated statement of operations for the year ended December 31, 2023.
−Removed: In January 2023, we amended the credit agreement governing our Revolving Credit Facility to increase the borrowing capacity from $ 1.75 billion to $ 2.0 billion, $ 250 million of which is available in the form of letters of credit, and extended the maturity date to January 2028.
−Removed: In connection with this amendment, we incurred approximately $ 9 million of debt issuance costs, which were recognized in other non-current assets in our consolidated balance sheet and will be amortized to interest expense through the maturity date of the Revolving Credit Facility.
−Removed: No borrowings were outstanding under the Revolving Credit Facility as of December 31, 2024, which had an available borrowing capacity of $ 1,910 million after considering $ 90 million of outstanding letters of credit.
−Removed: In September 2024, we issued $ 1.0 billion aggregate principal amount of 5.875 % Senior Notes due 2033 (the "2033 Senior Notes") and incurred an aggregate $ 15 million of debt issuance costs which were recognized as a reduction to the outstanding debt balance in our consolidated balance sheet and will be amortized to interest expense through the maturity date of the 2033 Senior Notes.
−Removed: Interest on the 2033 Senior Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning March 15, 2025.
−Removed: In March 2024, we issued $ 550 million aggregate principal amount of 5.875 % Senior Notes due 2029 (the " 5.875 % 2029 Senior Notes") and $ 450 million aggregate principal amount of 6.125 % Senior Notes due 2032 (the " 6.125 % 2032 Senior Notes") (collectively, the "March Senior Notes issuance") and incurred an aggregate $ 15 million of debt issuance costs which were recognized as a reduction to the outstanding debt balance in our consolidated balance sheet and will be amortized to interest expense through the respective maturity dates of the 5.875 % 2029 Senior Notes and the 6.125 % 2032 Senior Notes.
−Removed: Interest on the 5.875 % 2029 Senior Notes and the 6.125 % 2032 Senior Notes is payable semi-annually in arrears on April 1 and October 1 of each year, beginning October 1, 2024.
−Removed: We used a portion of the net proceeds from the March Senior Notes issuance to repay $ 200 million borrowed under our Revolving Credit Facility earlier in March 2024.
+Added: In December 2025, we issued $ 1.0 billion aggregate principal amount of 5.500 % Senior Notes due 2034 (the "2034 Senior Notes").
+Added: As part of the 2034 Senior Notes issuance, we incurred $ 14 million of debt issuance costs, which were recognized as a reduction to the outstanding debt balance in our consolidated balance sheet and will be amortized to interest expense through the maturity date of the 2034 Senior Notes.
+Added: Interest on the 2034 Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2026.
+Added: We used a portion of the net proceeds from the 2034 Senior Notes issuance to redeem all $ 500 million in aggregate principal amount of the 5.750 % Senior Notes due 2028, plus accrued and unpaid interest.
+Added: In July 2025, we issued $ 1.0 billion aggregate principal amount of 5.750 % Senior Notes due 2033 (the " 5.750 % 2033 Senior Notes" or "July 2025 Senior Notes issuance").
+Added: As part of the July 2025 Senior Notes issuance, we incurred $ 15 million of debt issuance costs, which were recognized as a reduction to the outstanding debt balance in our consolidated balance sheet and will be amortized to interest expense through the maturity date of the 5.750 % 2033 Senior Notes.
+Added: Interest on the 5.750 % 2033 Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025.
+Added: We used a portion of the net proceeds from the July 2025 Senior Notes issuance to repay $ 515 million of outstanding indebtedness under our Revolving Credit Facility at that time.
+Added: In May 2025, we repaid, at maturity, all $ 500 million in aggregate principal amount of the May 2025 Senior Notes, plus accrued and unpaid interest.
Debt Maturities
2 unchanged sentences
Thereafter 6,319
−Removed: Other Liabilities
−Removed: Other long-term liabilities were as follows:
−Removed: (in millions)
−Removed: Other long-term tax liabilities $ 618 $ 645
−Removed: Insurance reserves
−Removed: Deferred employee compensation and benefits 89 86
−Removed: Pension obligations 17 34
Fair Value Measurements
14 unchanged sentences
(in millions)
−Removed: Interest rate swaps
+Added: Interest rate swap
$ 45 $ — $ 45 $ —
3 unchanged sentences
The fair values of all other financial instruments not included in these tables are estimated to be equal to their carrying values.
−Removed: (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 and other debt of consolidated VIEs;
+Added: (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 10:
"Debt" for additional information.
−Removed: We measured our interest rate swaps at fair value, which was determined using a discounted cash flow analysis that reflects the contractual terms of the interest rate swaps, including the period to maturity, and uses observable market-based inputs of similar instruments, including interest rate curves, as applicable.
+Added: We measured our interest rate swap at fair value, which was determined using a discounted cash flow analysis that reflects the contractual term 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.
During the year ended December 31, 2024, we measured the net assets acquired in the acquisition of the Sydell Group at fair value on a non-recurring basis;
6 unchanged sentences
Estimations of the stabilized growth rates approximated 1.8 percent and the discount rates ranged from 8.0 percent to 11.3 percent, with the weighted average, based on relative impairment losses, being at the lower end of the range.
−Removed: As a result of these non-recurring fair value measurements, we recognized impairment losses on these assets, all of which are in our ownership segment, of $ 38 million during the year ended December 31, 2023.
+Added: As a result of these non-recurring fair value measurements, we recognized impairment losses of $ 4 million, $ 33 million and $ 1 million on certain intangible assets, operating lease ROU assets and property and equipment, respectively, all of which are in our ownership segment, for an aggregate loss of $ 38 million
+Added: during the year ended December 31, 2023.
The fair values of these assets as of December 31, 2023, the date of measurement, were as follows:
4 unchanged sentences
We lease hotel properties, land, corporate office space and equipment used at hotels and corporate offices, with our most significant lease liabilities relating to hotel properties.
−Removed: As of December 31, 2024, we leased 40 hotels under operating leases and five hotels under finance leases, two of which were the liabilities of consolidated VIEs, which are non-recourse to us.
+Added: As of December 31, 2025, we leased 37 hotels under operating leases and 5 hotels under finance leases, two of which were the liabilities of consolidated VIEs, which are non-recourse to us.
Our hotel leases expire at various dates, with varying renewal and termination options.
−Removed: During the year ended December 31, 2023, we recognized $ 33 million of impairment losses in our consolidated statement of operations related to certain operating lease ROU assets;
−Removed: "Fair Value Measurements" for additional information.
Supplemental balance sheet information related to leases was as follows:
17 unchanged sentences
and Germany for both years.
+Added: (2) Includes finance leases of our consolidated VIEs.
+Added: Refer to Note 5:
+Added: "Consolidated Variable Interest Entities" for an explanation of the increases in property and equipment, net and long-term debt as of December 31, 2025, when compared to December 31, 2024.
The components of lease expense were as follows:
18 unchanged sentences
Finance leases (1)
+Added: (1) Includes finance leases of our consolidated VIEs.
+Added: Refer to Note 5:
+Added: "Consolidated Variable Interest Entities" for an explanation of the increase in the total finance lease liabilities as of December 31, 2025, when compared to December 31, 2024.
Our future minimum lease payments as of December 31, 2025 were as follows:
30 unchanged sentences
$ 611 $ 244 $ 541
−Removed: (1) Includes a $ 29 million tax benefit from the release of valuation allowances as the Company concluded it is more likely than not to realize the benefit of certain foreign deferred tax assets.
−Removed: Reconciliations of the provision for income taxes at the U.S.
−Removed: statutory rate to the provision for income taxes were as follows:
+Added: (1) Includes a $ 29 million tax benefit for the year ended December 31, 2024, from the release of valuation allowances as the Company concluded it is more likely than not to realize the benefit of certain foreign deferred tax assets.
+Added: Reconciliation of the U.S.
+Added: federal statutory income tax rate to the Company's effective tax rate for the year ended December 31, 2025 in accordance with the amendments in ASU 2023-09 was as follows:
Year Ended December 31, 2025
+Added: (in millions)
+Added: Provision for income taxes at U.S.
+Added: federal statutory tax rate
+Added: State and local income taxes, net of federal income tax effect (1)
+Added: Foreign tax effects
+Added: Tax credits (2)
( 30 ) ( 1.5 ) %
+Added: Statutory tax rate difference between U.K.
+Added: Other ( 5 ) ( 0.2 ) %
+Added: Other foreign jurisdictions 81 3.9 %
+Added: Effect of cross-border tax laws (3)
+Added: Tax credits ( 16 ) ( 0.8 ) %
+Added: Changes in valuation allowances 19 0.9 %
+Added: Nontaxable or nondeductible items ( 5 ) ( 0.2 ) %
+Added: Changes in unrecognized tax benefits 35 1.7 %
+Added: Other adjustments ( 3 ) ( 0.1 ) %
+Added: Total tax provision and effective tax rate
+Added: (1) State and local taxes in California, New York, New York City, Florida and Illinois made up the majority (greater than 50 percent) of the tax effect in this category.
+Added: (2) The company receives double tax relief, in the form of tax credits against its U.K.
+Added: current income tax, for withholding taxes imposed by various other foreign jurisdictions.
+Added: (3) The tax effect of cross-border taxes is presented net of related foreign tax credits.
+Added: Reconciliations of the provision for income taxes at the U.S.
+Added: statutory rate to the provision for income taxes for the years ended December 31, 2024 and 2023 were as follows:
+Added: Year Ended December 31,
(in millions)
1 unchanged sentence
federal income tax provision
−Removed: $ 375 $ 355 $ 364
State income taxes, net of U.S.
8 unchanged sentences
Provision for income taxes
−Removed: $ 244 $ 541 $ 477
(1) Includes tax benefit for claim for increased foreign tax basis, net of $ 547 million tax expense for related valuation allowance increase as of December 31, 2024.
−Removed: During the year ended December 31, 2024, we filed an affirmative claim with a foreign taxing authority to increase the tax basis of certain brand assets that were part of a prior-year intercompany transfer that is subject to ongoing tax audits in relevant jurisdictions.
−Removed: We have evaluated this claim in accordance with the more-likely-than-not recognition threshold for the financial statement recognition and measurement of this tax position and have recognized a deferred tax asset representing the greatest amount of benefit that is more than 50 percent likely to be realized upon settlement.
−Removed: We also increased our valuation allowances related to the portion of this deferred tax asset that we believe will ultimately not be realized.
+Added: Income Tax Payments
+Added: Income taxes paid, net of refunds received, were as follows:
+Added: Year Ended December 31, 2025
+Added: (in millions)
+Added: state and local
+Added: Income tax payments, net of refunds received, were $ 492 million and $ 478 million for the years ended December 31, 2024 and 2023, respectively.
Deferred Income Taxes
16 unchanged sentences
( 1,126 ) ( 1,124 )
−Removed: Foreign brands
Operating and finance lease ROU assets ( 264 ) ( 200 )
35 unchanged sentences
Included in the balances of unrecognized tax benefits as of December 31, 2025 and 2024 were $ 600 million and $ 597 million, respectively, associated with positions that, if favorably resolved, would provide a benefit to our effective income tax rate.
−Removed: We believe resolutions of examinations with tax authorities are reasonably possible within the next 12 months.
−Removed: We are unable to estimate the amount of unrecognized tax benefits that will increase or decrease during the next 12 months, as this estimate could change depending on the nature and timing of settlements.
Employee Benefit Plans
23 unchanged sentences
Settlements (1)
+Added: ( 68 ) ( 41 ) — —
Effect of foreign currency exchange rates — — 20 ( 2 )
6 unchanged sentences
Settlements (1)
+Added: ( 68 ) ( 41 ) — —
Effect of foreign currency exchange rates — — 20 ( 2 )
1 unchanged sentence
Fair value of plan assets at end of year 184 231 302 275
−Removed: Funded status at end of year (underfunded) (2)
−Removed: 8 ( 3 ) — ( 11 )
+Added: Funded status at end of year (2)
Accumulated benefit obligation $ 162 $ 223 $ 291 $ 275
−Removed: (1) During the year ended December 31, 2024, the Company purchased a group annuity contract (the "annuity purchase") and transferred $ 41 million of its pension plan assets and related benefit obligations related to its Domestic Plan to a third-party insurer.
−Removed: (2) Funded amounts are recognized in other long-term assets and underfunded amounts are recognized in other long-term liabilities in our consolidated balance sheets, as applicable.
+Added: (1) During the years ended December 31, 2025 and 2024, the Company purchased group annuity contracts (the "annuity purchases") and transferred $ 68 million and $ 41 million, respectively, of its pension plan assets and related benefit obligations related to its Domestic Plan to a third-party insurer.
+Added: (2) Funded amounts are recognized in other long-term assets in our consolidated balance sheets .
Changes in amounts recorded in accumulated other comprehensive loss consisted of the following:
11 unchanged sentences
Plan include the impact of foreign currency exchange.
−Removed: (2) Amount for the year ended December 31, 2024 includes a loss for a settlement related to the Company's Domestic Plan as a result of the annuity purchase, which was recognized in other non-operating loss, net in our consolidated statement of operations.
+Added: (2) Amounts for the years ended December 31, 2025 and 2024 include losses for settlements related to the Company's Domestic Plan as a result of the annuity purchases, which were recognized in other non-operating income (loss), net in our consolidated statements of operations.
The net periodic pension cost (credit) was as follows:
11 unchanged sentences
Settlement losses (3)
−Removed: Net periodic pension cost (credit)
19 10 — — — —
−Removed: (1) Recognized in owned and leased hotels expenses and general and administrative expenses, as applicable, in our consolidated statements of operations.
+Added: Net periodic pension cost
+Added: $ 19 $ 11 $ 2 $ 1 $ 1 $ —
+Added: (1) Recognized in ownership expenses and general and administrative expenses, as applicable, in our consolidated statements of operations.
(2) Recognized in other non-operating income (loss), net in our consolidated statements of operations.
−Removed: (3) During the year ended December 31, 2024, as a result of the annuity purchase, we recognized a non-cash pension settlement loss in other non-operating loss, net in our consolidated statement of operations.
+Added: (3) During the years ended December 31, 2025 and 2024, as a result of the annuity purchases, we recognized non-cash pension settlement losses in other non-operating income (loss), net in our consolidated statements of operations.
The weighted average assumptions used to determine benefit obligations were as follows:
34 unchanged sentences
2031-2035 60 92
−Removed: In 2007, the Domestic Plan and plans maintained for certain domestic hotels currently or formerly managed by us were merged into a multiple employer plan.
−Removed: As of December 31, 2024 and 2023, the multiple employer plan had combined plan assets of $ 240 million and $ 303 million, respectively, and a projected benefit obligation of $ 230 million and $ 301 million, respectively.
+Added: In 2007, the Domestic Plan and plans maintained for certain domestic hotels currently or formerly managed by us were merged into a multiple employer plan, which, as of December 31, 2024 had combined plan assets of $ 240 million and a projected benefit obligation of $ 230 million.
+Added: During the year ended December 31, 2025, the multiple employer plan was merged into the Domestic Plan, resulting in a single employer plan.
Share-Based Compensation
We recognized share-based compensation expense of $ 170 million, $ 176 million and $ 169 million during the years ended December 31, 2025, 2024 and 2023, respective ly, which included amounts reimbursed by hotel owners, and the related tax benefit recognized was $ 66 million , $ 72 million and $ 48 million, respectively .
−Removed: In December 2020, we modified our then-outstanding performance shares in response to the COVID-19 pandemic to reward for results achieved prior to the pandemic and incentivize our recovery efforts, with a portion of the awards modified to vest based on continued service and the remaining portion of the awards to vest based on new performance measures.
−Removed: As a result of this modification, our share-based compensation expense for the year ended December 31, 2022 includes incremental share-based compensation expense of $ 25 million.
As of December 31, 2025, unrecognized compensation costs for unvested awards under the 2017 Plan were approximately $ 135 million, which are expected to be recognized over a weighted average period of 1.7 years on a straight-line basis.
11 unchanged sentences
Outstanding as of December 31, 2024
−Removed: 1,012 $ 144.49
Granted 398 259.01
21 unchanged sentences
(1) Estimated using a blended approach of historical and implied volatility.
−Removed: Historical volatility is based on the historical movement of Hilton's stock price for a period that corresponds to the expected terms of the options.
+Added: Historical volatility is based on the historical movement of Hilton's stock price for a period that corresponds to the expected terms of the options at the date of each grant.
(2) Estimated based on the expected quarterly dividend and the three-month average stock price at the date of each grant.
−Removed: (3) Based on the yields of U.S.
−Removed: Department of Treasury instruments with similar expected terms of the options at the date of each grant.
+Added: (3) Based on the yield of a U.S.
+Added: Department of Treasury instrument with a similar expected term of the options at the date of each grant.
(4) Estimated using the midpoint of the vesting periods and the contractual terms of the options as we do not have sufficient historical share option exercise data to estimate the terms of our option grants.
6 unchanged sentences
Exercised ( 235 ) 75.64
+Added: ( 23 ) 200.85
Outstanding as of December 31, 2025 (1)
3 unchanged sentences
Performance Shares
−Removed: As of December 31, 2024, we determined that all of the performance measures for the outstanding performance shares granted in 2022, 2023, and 2024 were probable of achievement, with the average of the applicable achievement factors estimated to be between the target and maximum achievement percentages for performance shares granted in each year.
+Added: As of December 31, 2025, we determined that all of the performance measures for the 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 and nearly at the target achievement percentage for performance shares granted in 2024 and 2025.
The following table provides information about our performance share grants for the last three years:
38 unchanged sentences
Other comprehensive income (loss) before reclassifications
−Removed: ( 9 ) ( 57 ) 114 48
Amounts reclassified from accumulated other comprehensive loss
+Added: — 8 ( 40 ) ( 32 )
Net other comprehensive income (loss) for the period
2 unchanged sentences
Other comprehensive income (loss) before reclassifications
+Added: ( 54 ) 4 30 ( 20 )
Amounts reclassified from accumulated other comprehensive loss
11 unchanged sentences
(1) Includes net investment hedge gains and intra-entity foreign currency transactions that are of a long-term investment nature.
−Removed: Amounts reclassified relate to the liquidation of investments in foreign entities which were recognized in gain (loss) on foreign currency transactions in our consolidated statements of operations during the years ended December 31, 2024 and 2022.
−Removed: (2) Amount reclassified for the year ended December 31, 2024 includes losses for the full or partial settlement of certain pension plans and were recognized in other non-operating loss, net in our consolidated statement of operations.
+Added: Amounts reclassified relate to the liquidation of investments in foreign entities which were recognized in loss on foreign currency transactions in our consolidated statements of operations during the years ended December 31, 2025 and 2024.
+Added: (2) Amounts reclassified for the years ended December 31, 2025 and 2024 include losses for the full or partial settlement of certain pension plans and were recognized in other non-operating income (loss), net in our consolidated statements of operations.
Amounts reclassified for all periods 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 consolidated statements of operations.
−Removed: (3) Amounts reclassified were the result of hedging instruments, primarily comprising interest rate swaps, inclusive of interest rate swaps that were dedesignated in prior periods, with related amounts recognized in interest expense in our consolidated statements of operations.
+Added: (3) Amounts reclassified for all periods were primarily the result of our interest rate swaps that hedge our exposure to changes in SOFR, and, for the year ended December 31, 2023, was inclusive of an interest rate swap that was dedesignated in a prior period, with the related amounts recognized in interest expense in our 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 consolidated statements of operations.
5 unchanged sentences
(i) management and franchise fees charged to third-party hotel owners;
−Removed: (ii) licensing fees from our strategic partners, including co-branded credit card providers, strategic partner hotels and HGV;
−Removed: and (iii) fees for managing hotels in our ownership segment.
−Removed: The ownership segment primarily derives revenues from nightly hotel room sales, food and beverage sales and other services at our consolidated owned and leased hotels.
−Removed: Our President and Chief Executive Officer is our CODM.
+Added: (ii) licensing fees from our strategic partners, including co-branded credit card providers and strategic partner hotels, and HGV;
+Added: and (iii) fees for managing the hotels in our ownership segment.
+Added: The ownership segment primarily derives revenues from nightly hotel room sales, food and beverage sales and other services at our consolidated hotels.
+Added: 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.
−Removed: Adjusted EBITDA is calculated as EBITDA, which reflects net income (loss), excluding interest expense, a provision for income tax benefit (expense) and depreciation and amortization expenses, further adjusted to exclude certain items, including gains, losses, revenues and expenses in connection with:
+Added: 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;
6 unchanged sentences
(viii) amortization of contract acquisition costs;
−Removed: (ix) other revenues from managed and franchised properties and other expenses from managed and franchised properties;
+Added: (ix) cost reimbursement revenues and reimbursed expenses;
and (x) other items.
1 unchanged sentence
Our CODM does not use assets by operating segment when assessing performance or making operating segment resource allocations.
−Removed: We previously were required to report segment profitability based on segment operating income (loss) as such measure was also regularly provided to our CODM.
−Removed: 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 changed to Adjusted EBITDA.
−Removed: The change in our reported measure of segment profit did not change the identification of our reportable segments from prior periods.
−Removed: Prior period amounts presented are measured on the same basis as amounts for the year ended December 31, 2024.
The following table presents revenues for our reportable segments, reconciled to consolidated amounts:
10 unchanged sentences
Other revenues 252 232 178
−Removed: Other revenues from managed and franchised properties
+Added: Cost reimbursement revenues (2)
7,085 6,428 5,827
3 unchanged sentences
(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 consolidated statements of operations.
−Removed: The following table presents Adjusted EBITDA for each of our reportable segments, reconciled to consolidated income before income taxes:
+Added: (2) Amounts include revenues from the operation of programs conducted for the benefit of property owners and exclude cash receipts recorded as deferred revenues on our consolidated balance sheets related to these programs.
+Added: 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.
+Added: The following table presents Adjusted EBITDA for our reportable segments, reconciled to consolidated income before income taxes:
Year Ended December 31,
12 unchanged sentences
Gain on sales of assets, net — 5 —
−Removed: Gain (loss) on foreign currency transactions
+Added: Loss on foreign currency transactions
( 11 ) ( 12 ) ( 16 )
8 unchanged sentences
( 57 ) ( 50 ) ( 43 )
−Removed: Other revenues from managed and franchised properties (5)
+Added: Cost reimbursement revenues (5)
7,085 6,428 5,827
−Removed: Other expenses from managed and franchised properties (5)
+Added: Reimbursed expenses (5)
( 7,550 ) ( 6,985 ) ( 6,164 )
5 unchanged sentences
(2) No expenses are allocated to the management and franchise segment.
−Removed: For the ownership segment, rent expense is a significant expense regularly provided to the CODM;
+Added: For the ownership segment, rent expense is the significant expense regularly provided to the CODM;
rent expense for the years ended December 31, 2025, 2024 and 2023 was $ 214 million, $ 224 million and $ 233 million, respectively, and total other expenses were $ 852 million, $ 868 million and $ 870 million for the years ended December 31, 2025, 2024 and 2023, respectively, comprising (i) room expenses;
2 unchanged sentences
and (iv) other support costs.
−Removed: Ownership segment Adjusted EBITDA also includes income (losses) from hotels owned or leased by entities in which we own a noncontrolling financial interest.
−Removed: (3) Amounts primarily include activity related to general and administrative expenses, excluding share-based compensation expense, and our purchasing operations.
+Added: Ownership segment Adjusted EBITDA also includes income (loss) from hotels owned or leased by entities in which we own a noncontrolling financial interest.
+Added: (3) Amounts primarily include general and administrative expenses, excluding share-based compensation expense, and activity related to our purchasing operations.
(4) Amount includes losses on debt guarantees for certain hotels that we manage;
2 unchanged sentences
(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 consolidated balance sheets related to these programs.
−Removed: Under the terms of the related contracts, we do not operate these programs to generate a profit and have the contractual rights to adjust future collections to recover prior period expenditures.
−Removed: (6) Amount for the year ended December 31, 2022 was less than $ 1 million.
−Removed: Amount for the year ended December 31, 2024 relates to losses for the full or partial settlement of certain pension plans, restructuring costs related to one of our leased properties as well as transaction costs incurred for acquisitions.
+Added: 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.
+Added: (6) Amount for the year ended December 31, 2025 includes expected future credit losses on financing receivables.
+Added: Amounts for the years ended December 31, 2025 and 2024 include restructuring costs related to certain leased hotels and losses for the full or partial settlement of certain pension plans.
+Added: Amount for the year ended December 31, 2024 also includes transaction costs incurred for acquisitions.
Amounts for the years ended December 31, 2024 and 2023 include transaction costs resulting from the amendments of our Term Loans in June 2024 and November 2023, respectively.
−Removed: Amounts for all periods include net losses (gains) related to certain of our investments in unconsolidated affiliates, other than the loss included separately in "loss on investments in unconsolidated affiliate," severance and other items.
+Added: Amounts for all periods include losses related to severance and other items, including non-cash charges, such as net losses (gains) related to certain of our investments in unconsolidated affiliates, other than the loss included separately in "loss on investments in unconsolidated affiliate."
Total revenues by country were as follows:
8 unchanged sentences
Commitments and Contingencies
−Removed: 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
−Removed: 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 particular hotel.
+Added: Although our management contracts may include performance clauses, 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.
+Added: In limited cases, we have provided performance guarantees that obligate us to fund these shortfalls.
As of December 31, 2025, we had performance guarantees with expirations ranging from 2026 to 2043 and possible cash outlays totaling $ 22 million.
−Removed: 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.
−Removed: During the year ended December 31, 2024, we recognized losses of $ 50 million in other non-operating loss, net in our consolidated statement of operations for debt guarantees extended to certain hotels that we manage that have failed to comply with the requirements of their respective debt agreements.
−Removed: We paid $ 77 million during the year ended December 31, 2024 related to debt guarantees.
−Removed: Our debt guarantees and letters of credit as of December 31, 2024 had expirations ranging from 2025 to 2033 and remaining possible cash outlays totaling $ 49 million.
−Removed: The performance and debt guarantees create variable interests in the ownership entities of the related hotels, of which we are not the primary beneficiary.
−Removed: We receive Hilton Honors and program fees from managed and franchised properties that we are contractually required to use to operate our Hilton Honors program, marketing, sales and brand programs and other shared services on behalf of property owners.
+Added: We also have extended debt guarantees and provided loan commitments to owners of certain hotels that we currently or in the future will manage or franchise.
+Added: During the year ended December 31, 2024, we recognized losses of $ 50 million in other non-operating loss, net in our consolidated statement of operations and paid $ 77 million for debt guarantees extended to certain hotels we manage.
+Added: Our debt guarantees and loan commitments as of December 31, 2025 had expirations ranging from 2027 to 2035 and remaining possible cash outlays totaling $ 61 million.
+Added: The performance and debt guarantees and loan commitments create variable interests in the ownership entities of the related hotels, of which we are not the primary beneficiary.
+Added: 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.
4 unchanged sentences
These amounts exclude $ 41 million, $ 56 million and $ 53 million for the years ended December 31, 2025, 2024 and 2023, 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 consolidated statements of cash flows.
−Removed: Income tax payments, net of refunds received, were $ 492 million, $ 478 million and $ 389 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.