SEC Company Response from Hilton Worldwide Holdings Inc. (HLT) (CIK 0001585689) (HLT) — Mar 20, 2017
Hilton Worldwide Holdings Inc. (HLT) (CIK 0001585689)
Date: March 20, 2017 · CIK: 0001585689 · Accession: 0001585689-17-000106
AI Filing Summary & Sentiment
Referenced dates: March 17, 2017
Letter
Office of Real Estate and Commodities Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Re:
Dear Ms. Monick:
Hilton Worldwide Holdings Inc. (the “Company,” “Hilton,” “we” or “our”) is submitting the following responses to the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated March 17, 2017, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Form 10-K”) filed on February 15, 2017 in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
To assist your review, we have retyped the text of the Staff’s comments in italics below. Please note that, except where otherwise indicated below, references to page numbers refer to the page numbers of the EDGAR-filed Form 10-K.
Form 10-K for the fiscal year ended December 31, 2016
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
RevPAR, page 47
1.
You disclose that a currency neutral basis is when all periods use the same exchange rates. Please revise future filings to clarify which period’s exchange rate is used.
In response to the Staff’s comment, we respectfully confirm that in future Exchange Act periodic reports where we include currency neutral presentations of RevPAR, ADR or other metrics we will clarify which period’s exchange rate is used as such items are presented.
March 20, 2017
Page 2 of 3
Consolidated Financial Statements, page 73
2.
Please tell us how you determined it was not necessary to classify the assets and liabilities of Park and HGV as held for sale as of December 31, 2016. Further, please tell us how you determined it was not necessary to reclassify the Park and HGV results of operations as discontinued operations for the periods presented. Please refer to ASC 205-20-45.
The Company respectfully notes that effective as of 5:00 p.m. Eastern time on January 3, 2017 (the “Distribution Date”), the Company completed the separation of its business into three independent, publicly traded companies (the “spin-offs”), which was accomplished by the distribution of the outstanding shares of common stock of Park and HGV (together, “the components”) to the Company’s stockholders. Prior to the Distribution Date, including the entirety of the year ended December 31, 2016, the assets and liabilities of the components continued to be used in the Company’s business.
As Park and HGV were disposed of in a transaction other than by sale, the Company applied the guidance in ASC paragraph 360-10-45-15 when considering whether they would be presented as assets held for sale as of December 31, 2016. Accordingly, the Company determined that the assets and liabilities of the components should not be classified as held for sale until disposed of, in this case, on the Distribution Date. Also, as described in ASC paragraph 360-10-45-15, the requirements of ASC paragraphs 205-20-45-1 through ASC 205-20-45-5 with respect to reporting results of operations as discontinued operations did not apply until the Distribution Date. Based on our application of this guidance to the spin-offs, we classified the assets and liabilities of the components as held and used and did not separately classify results of operations of the components as discontinued operations as of and for the year ended December 31, 2016.
The Company will report the assets and liabilities of Park and HGV as assets and liabilities from discontinued operations and their results of operations as discontinued operations for all historical periods presented beginning in the quarterly period ending March 31, 2017 and all periods required thereafter.
* * *
March 20, 2017
Page 3 of 3
Please do not hesitate to call me at (703) 883-1000 with any questions or further comments you may have regarding these filings or if you wish to discuss the above responses.
Very truly yours,
HILTON WORLDWIDE HOLDINGS INC.
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CORRESP 1 filename1.htm Document Hilton 7930 Jones Branch Drive McLean, VA 22102 USA VIA COURIER AND EDGAR March 20, 2017 Re: Hilton Worldwide Holdings Inc. Form 10-K for the fiscal year ended December 31, 2016 Filed February 15, 2017 File No. 1-36243 Jennifer Monick Assistant Chief Accountant Office of Real Estate and Commodities Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Dear Ms. Monick: Hilton Worldwide Holdings Inc. (the “Company,” “Hilton,” “we” or “our”) is submitting the following responses to the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated March 17, 2017, regarding the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Form 10-K”) filed on February 15, 2017 in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To assist your review, we have retyped the text of the Staff’s comments in italics below. Please note that, except where otherwise indicated below, references to page numbers refer to the page numbers of the EDGAR-filed Form 10-K. Form 10-K for the fiscal year ended December 31, 2016 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations RevPAR, page 47 1. You disclose that a currency neutral basis is when all periods use the same exchange rates. Please revise future filings to clarify which period’s exchange rate is used. In response to the Staff’s comment, we respectfully confirm that in future Exchange Act periodic reports where we include currency neutral presentations of RevPAR, ADR or other metrics we will clarify which period’s exchange rate is used as such items are presented. March 20, 2017 Page 2 of 3 Consolidated Financial Statements, page 73 2. Please tell us how you determined it was not necessary to classify the assets and liabilities of Park and HGV as held for sale as of December 31, 2016. Further, please tell us how you determined it was not necessary to reclassify the Park and HGV results of operations as discontinued operations for the periods presented. Please refer to ASC 205-20-45. The Company respectfully notes that effective as of 5:00 p.m. Eastern time on January 3, 2017 (the “Distribution Date”), the Company completed the separation of its business into three independent, publicly traded companies (the “spin-offs”), which was accomplished by the distribution of the outstanding shares of common stock of Park and HGV (together, “the components”) to the Company’s stockholders. Prior to the Distribution Date, including the entirety of the year ended December 31, 2016, the assets and liabilities of the components continued to be used in the Company’s business. As Park and HGV were disposed of in a transaction other than by sale, the Company applied the guidance in ASC paragraph 360-10-45-15 when considering whether they would be presented as assets held for sale as of December 31, 2016. Accordingly, the Company determined that the assets and liabilities of the components should not be classified as held for sale until disposed of, in this case, on the Distribution Date. Also, as described in ASC paragraph 360-10-45-15, the requirements of ASC paragraphs 205-20-45-1 through ASC 205-20-45-5 with respect to reporting results of operations as discontinued operations did not apply until the Distribution Date. Based on our application of this guidance to the spin-offs, we classified the assets and liabilities of the components as held and used and did not separately classify results of operations of the components as discontinued operations as of and for the year ended December 31, 2016. The Company will report the assets and liabilities of Park and HGV as assets and liabilities from discontinued operations and their results of operations as discontinued operations for all historical periods presented beginning in the quarterly period ending March 31, 2017 and all periods required thereafter. * * * March 20, 2017 Page 3 of 3 Please do not hesitate to call me at (703) 883-1000 with any questions or further comments you may have regarding these filings or if you wish to discuss the above responses. Very truly yours, HILTON WORLDWIDE HOLDINGS INC. By: /s/ Kevin J. Jacobs Name: Kevin J. Jacobs Title: Executive Vice President and Chief Financial Officer cc: Securities and Exchange Commission Howard Efron cc: Hilton Worldwide Holdings Inc. Kristin A. Campbell Michael W. Duffy cc: Simpson Thacher & Bartlett LLP Joshua Ford Bonnie Edgar J. Lewandowski