<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE YEAR ENDED DECEMBER 31, 1999 COMMISSION FILE NUMBER 1-11463
THE PROMUS HOTEL CORPORATION
SAVINGS AND RETIREMENT PLAN B
(FULL TITLE OF THE PLAN)
HILTON HOTELS CORPORATION
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND
THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE)
62-1596939
(I.R.S. EMPLOYER IDENTIFICATION NO.)
================================================================================
<PAGE>
FINANCIAL STATEMENTS.
Financial statements for the Promus Hotel Corporation Savings and Retirement
Plan B and the report of Arthur Andersen LLP with respect thereto are as
follows:
<TABLE>
<CAPTION>
PAGE(S)
-------
<S> <C>
Report of Independent Public Accountants 3
Statements of Net Assets Available for Benefits,
- December 31, 1999 and 1998 4
Statements of Changes in Net Assets Available for Benefits,
- Years Ended December 31, 1999 and 1998 5
Notes to Financial Statements 6-15
</TABLE>
-2-
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Trustees of The Promus Hotel Corporation
Savings and Retirement Plan B:
We have audited the accompanying statements of net assets available for benefits
of THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN B (the "Plan") as of
December 31, 1999 and 1998, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's Management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of The Promus Hotel
Corporation Savings and Retirement Plan B as of December 31, 1999 and 1998, and
the changes in net assets available for benefits for the years then ended, in
conformity with accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Memphis, Tennessee,
June 16, 2000.
-3-
<PAGE>
THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN B
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
(in thousands)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Assets:
Investments:
Equity in Promus Hotel Corporation
Retirement Plans Master Trust (Note 1) $ 1,619 $ --
Pooled common stock -- 359
Mutual funds -- 519
Common/collective trust funds -- 193
Interest bearing cash -- 224
Loans to participants 133 110
-------- --------
Total investments 1,752 1,405
-------- --------
Receivables:
Interest and dividends -- 3
Participant contributions 8 6
Employer contributions 7 5
-------- --------
Total receivables 15 14
-------- --------
Uninvested cash -- 3
-------- --------
Total assets 1,767 1,422
-------- --------
Liabilities:
Accrued refunds and other -- 3
-------- --------
Total liabilities -- 3
-------- --------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,767 $ 1,419
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN B
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(in thousands)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Equity in investment activities of Promus Hotel
Corporation Retirement Plans Master Trust (Note 1) $ 119 $ --
Net appreciation (depreciation) in fair value of investments 48 (55)
Interest 8 18
Dividends 6 44
-------- --------
181 7
Contributions:
Participant 190 181
Employer 165 146
-------- --------
355 327
-------- --------
Total additions 536 334
-------- --------
Deductions from net assets attributed to:
Benefits paid to participants 186 159
Administrative expenses 2 14
-------- --------
Total deductions 188 173
-------- --------
Net increase prior to transfers 348 161
Net transfers -- (31)
-------- --------
Net increase 348 130
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,419 1,289
-------- --------
End of year $ 1,767 $ 1,419
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
THE PROMUS HOTEL CORPORATION SAVINGS AND RETIREMENT PLAN B
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. SUMMARY DESCRIPTION OF THE PLAN:
The following description of The Promus Hotel Corporation Savings and Retirement
Plan B (the "Plan") is provided for general information purposes only. Reference
should be made to the Plan Document for a more complete description of the
Plan's provisions.
GENERAL
Prior to January 1, 1996, Promus Hotel Corporation was the Plan sponsor of The
Promus Hotel Corporation Savings and Retirement Plan (the "Predecessor Plan").
Effective December 31, 1995, the Plan was created by splitting the Predecessor
Plan into three plans: The Promus Hotel Corporation Savings and Retirement Plan
A ("Plan A"), The Promus Hotel Corporation Savings and Retirement Plan B, and
The Promus Hotel Corporation Employee Stock Ownership Plan ("ESOP"),
(collectively referred to as the "S&RPs"). The participant accounts of the
Predecessor Plan were transferred at fair value to these new plans.
On February 21, 1996, the Board of Directors of Promus Hotel Corporation elected
to terminate the ESOP upon receipt of a favorable tax-exempt determination
letter from the Internal Revenue Service (the "IRS"). The IRS issued a
determination letter dated April 17, 1997, stating that the ESOP was designed in
accordance with the applicable requirements of the Internal Revenue Code (the
"IRC"). In the fourth quarter of 1997, participant balances were distributed and
approximately $32,000 was transferred to the Plan.
Effective December 19, 1997, Promus Hotel Corporation completed a merger with
Doubletree Corporation. The new parent company was named Promus Hotel
Corporation. The former Promus Hotel Corporation became a wholly owned
subsidiary of the parent company and was renamed Promus Operating Company, Inc.
Effective as of the merger date, the Plan was amended to name Promus Operating
Company, Inc. as the Plan sponsor.
Effective November 30, 1999, Hilton Hotels Corporation ("Hilton" or the
"Company") acquired Promus Hotel Corporation in a merger (referred to herein as
the "Merger"). In conjunction with the Merger, the Trustees voted to exchange
Promus shares owned by the Plan for cash. However, as the Merger Agreement
called for a proration of cash consideration to be no more than 55% of the
value of the Merger, final consideration was given to exchange Promus stock for
a combination of cash, which was reinvested according to the participants'
investment elections, and Hilton stock, which was placed in the Company stock
fund.
The Plan is a defined contribution plan, which was established to allow eligible
employees of the Company or its designated affiliates to accumulate capital for
their retirement. Participants can contribute pre-tax payroll dollars (i.e.,
temporary deferral of federal and/or state income taxes) to the Plan, as
provided for under Sections 401(k) and 401(m) of the IRC. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
-6-
<PAGE>
1. SUMMARY DESCRIPTION OF THE PLAN (CONTINUED):
PLAN ADMINISTRATION
General administration of the Plan is the responsibility of the Company, through
its operating subsidiary Promus Operating Company, Inc., which acts as the Plan
Administrator. The Trustees, who are appointed by the Company's Board of
Directors, perform the duties and exercise the authority set forth in the Plan
and the Promus Hotel Corporation Master Retirement Plan Trust Agreement.
The Company has delegated certain aspects of its authority for purposes of
day-to-day administration. From January 2, 1996 through March 31, 1999, American
Express Trust Company ("American Express") administered the Plan. American
Express provided recordkeeping, accounting, daily trading and investment
management services. On April 1, 1999, the assets of the Plan were transferred
from American Express to State Street Bank and Trust Company ("State Street" or
the "Trustee") and are being administered under the Promus Hotel Corporation
Retirement Plans Master Trust agreement the "Master Trust"). GE Investment
Retirement Services ("GE") replaced American Express as administrator of the
Plan. GE provides recordkeeping, accounting, daily trading, custodial and
investment management services.
At December 31, 1999, assets from the Plan, the Promus Hotel Corporation Savings
and Retirement Plan A and the Doubletree Retirement Savings Plan were included
in the Master Trust.
PLAN INVESTMENT FUNDS
Prior to April 1, 1999, participants could elect to invest their account
balances (contributions, Company matching funds and accumulated earnings) in one
or in a combination of up to nine separate funds provided by American Express in
one percent increments as follows:
- Promus Hotel Corporation Stock Fund - invests in Promus Hotel Corporation
Stock and money market instruments to help provide liquidity out of the
fund. The Plan owned 26,984.021 units of the total 1,738,697.101 units
owned by the S&RPs at December 31, 1998. The fund's return is based on the
change in market value of the Company's common stock, including any
dividends declared thereon;
- Templeton Foreign Fund - a specialty growth mutual fund designed for
aggressive investors who want to primarily invest in stocks of companies
outside the United States;
- IDS New Dimensions Fund - a growth fund for aggressive investors that is
comprised primarily of stocks of large- and medium-sized companies
considered to be growth oriented;
- American Express Trust Equity Index Fund II - a collective fund designed
for moderately aggressive investors, which is comprised primarily of the
same securities upon which the S&P 500 Stock Index is based;
- IDS Diversified Equity Income Fund - an equity income fund designed for
moderately aggressive investors, which is comprised of medium to large
"blue-chip" companies, utility stocks, value stocks and foreign issues;
-7-
<PAGE>
1. SUMMARY DESCRIPTION OF THE PLAN (CONTINUED):
- IDS Selective Fund - a long-term bond fund designed for conservative
investors, which is comprised of the four highest investment grades of
marketable debt securities in order to provide current income and
preservation of capital;
- American Express Trust U.S. Government Securities Fund II - a collective
fund designed for conservative investors that invests in short-term debt
securities of the United States Government;
- Pacific Investment Management Company (PIMCO) Total Return Fund - (also
available with State Street) mutual fund designed for moderately aggressive
investors who seek maximum return consistent with preservation of capital;
- AIM Constellation Fund - (also available with State Street) mutual fund
designed for investors who seek aggressive capital growth primarily through
shares of small and medium sized companies that have demonstrated superior
earnings growth.
The Plan also included two other special purpose funds as follows:
- Executive Life Fund - segregates the assets and participants' equity
accounts related to the investment in Executive Life Insurance Company's
guaranteed investment contract. See Note 3 - Executive Life Investment for
further details;
- Participant Loan Fund - (also available with State Street) separately
tracks loans to participants as provided for under the Plan.
Beginning April 1, 1999, participants could elect to invest their account
balances in one or in a combination of up to twelve separate funds provided by
State Street under the Promus Hotel Corporation Retirement Plans Master Trust
Agreement in five percent increments as follows:
- GE Conservative Lifestyle Fund - mutual fund designed for investors who
seek income and long-term growth of capital through investment in a mix of
equity-oriented funds and fixed income-oriented funds, with a bias toward
one or the other to be determined by the then current market forces;
- GE Moderate Lifestyle Fund - mutual fund designed for investors who seek
long-term growth of capital with a moderate level of current income through
a mix of investments of equity-oriented funds and fixed income-oriented
funds, with a bias toward equity-oriented funds for enhanced growth
potential;
- GE Aggressive Lifestyle Fund - mutual fund designed for investors who seek
capital appreciation through investment in a mix of equity-oriented funds
and fixed income-oriented funds, typically with a strong bias under normal
market conditions toward equity-oriented funds for substantial growth
potential;
-8-
<PAGE>
1. SUMMARY DESCRIPTION OF THE PLAN (CONTINUED):
- GE Money Market Fund - mutual fund designed for investors who seek current
income and liquidity while preserving their capital by investing in
short-term, high-grade money market securities;
- GE U.S. Equity Fund - mutual fund designed for investors who seek long-term
capital appreciation by primarily investing in a diversified portfolio of
growth and value stocks of U.S. companies;
- SSgA S&P 500 Index Fund - mutual fund designed for investors who seek to
replicate the total return of the S&P 500 Index;
- MFS Massachusetts Investors Growth Stock Fund - mutual fund designed for
investors who seek long-term growth of capital and future income rather
than current income;
- Vanguard Long-Term Corporate Bond Fund - mutual fund designed for investors
who seek a high and sustainable level of interest income;
- T. Rowe Price International Stock Fund - mutual fund designed for investors
who seek long-term growth of capital and income principally through a
diversified portfolio of stocks of established non-U.S. issuers;
- Hilton Hotels Corporation Stock Fund - invests in units of a pooled fund
shared between the plans in the Master Trust, which in turn owns the
Company's common stock and certain money market instruments. The fund's
return is based on the change in market value of the Company's common
stock, including any dividends declared thereon.
EMPLOYEE ELIGIBILITY, VESTING AND TERMINATION
The Plan is available to all employees of the Promus Operating Company or its
direct and indirect subsidiaries who serve as suitekeepers and room attendants
(other employees are covered under Plan A). Eligible employees may join the Plan
on or after the first entry date (January 1, April 1, July 1 or October 1)
following completion of 12 months during which they are credited with at least
1,000 hours of service. Employees must also be at least 21 years of age to join
the Plan. Participants vest in the Company's matching contributions after two
calendar years of credited service as follows:
<TABLE>
<CAPTION>
Years of Vested
Credited Service Percentage
---------------- ----------
<S> <C>
Less than two years 0%
Two years or more 100%
</TABLE>
An employee's active participation in the Plan ceases upon separation of
service, at which time the vested account balance can either be withdrawn or
remain in the Plan according to the Plan Document.
PLAN EXPENSES
Administrative expenses charged by State Street are paid by the Plan. Currently,
at the Company's discretion, other administrative expenses are paid by the
Company.
-9-
<PAGE>
1. SUMMARY DESCRIPTION OF THE PLAN (CONTINUED):
PARTICIPANTS' CONTRIBUTIONS AND WITHDRAWALS
Participants may elect to make basic contributions ranging from one to six
percent of eligible earnings, as defined. If a non-highly compensated
participant makes basic pre-tax contributions of six percent of earnings to the
Plan, the participant may elect to make supplemental pre-tax contributions of up
to an additional ten percent. Highly compensated employees may contribute up to
six percent of eligible earnings, as defined. The Company will match the first
six percent of all participants' contributions.
Participants' contributions, vested matching Company contributions and related
income may be withdrawn by giving 30 days written notice subject to Plan and IRS
rules. In-service withdrawals of pre-tax contributions and matching
contributions are subject to hardship rules if the withdrawal occurs before age
59 1/2. Withdrawal of those contributions will prohibit participants from making
further contributions. Although after-tax contributions are no longer allowed
under the Plan after March 31, 1999, after-tax contributions and any earnings
thereon may be withdrawn without this penalty.
BENEFIT PAYMENTS
On termination of service, a participant may elect to receive his or her vested
account balance as either a lump-sum amount or as equal installments over a term
not to exceed fifteen years.
FORFEITURES AND PLAN NET INCOME
The Plan provides for amounts attributed to non-vested Company matching
contributions of terminated employees to be forfeited at the earlier of (1)
distribution of vested account balances or (2) a five year break in service.
Forfeitures are used to pay expenses of the Plan, which are not otherwise passed
through to participants' accounts. Any remaining forfeitures are used to reduce
Company matching contributions.
The Predecessor Plan provided for the allocation on a monthly basis of Plan net
income (i.e., unrealized appreciation/depreciation of investments, dividend and
interest income and realized gains or losses on the sale of investments, net of
administrative expenses). Effective January 2, 1996, participants' accounts are
valued daily based on the market value of the participants' respective
investment funds at the close of each trading day.
LOANS
Loans may be made to participants upon written application to the Plan
Administrator. All loans, other than those used to acquire or construct the
principal residence of a participant, shall be repaid within five years. The
minimum amount that may be borrowed is $1,000. Participants may have up to two
loans outstanding at any one time. The balance of loans outstanding under the
Plan to a participant may not exceed $50,000 (which is subject to reduction if
another loan is outstanding) or one-half of the vested balance of the
participant's account, whichever is less. Loans bear fixed interest at the prime
lending rate as published in the Wall Street Journal on the date of each loan.
At December 31, 1999 and 1998, rates on outstanding loans ranged from 7.5% to
9.5%. Principal and interest paid by a participant are credited to the
participant's account.
-10-
<PAGE>
1. SUMMARY DESCRIPTION OF THE PLAN (CONTINUED):
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain prior year balances have been reclassified to conform with current year
presentation.
2. INVESTMENTS:
Investments in securities and mutual funds are stated at fair value on the last
business day of the Plan year.
As of December 31, 1999, the fair value of individual investments that represent
5% or more of the Plan's equity investment in the Master Trust's net assets are
as follows (in thousands):
<TABLE>
<CAPTION>
1999
----
<S> <C>
Hilton Hotels Corporation Pooled Stock Fund $285
PIMCO Total Return Fund 416
GE Money Market Fund 371
SSgA S&P 500 Index Fund 286
</TABLE>
As of December 31, 1998, the fair value of individual investments that represent
5% or more of the Plan's total net assets are as follows (in thousands):
<TABLE>
<CAPTION>
1998
----
<S> <C>
Promus Hotel Corporation Pooled Stock Fund $ 59
American Express Trust Equity Index Fund II 193
PIMCO Total Return Fund 419
American Express U.S. Government Securities Fund II 224
Participant Loan Fund 110
</TABLE>
After April 1, 1999, the Plan's equity investment in the Master Trust (including
gains and losses on investments bought and sold, as well as held during the
year) appreciated in value by $50 as follows (in thousands):
<TABLE>
<S> <C>
Registered investment companies $ 48
Common stock 2
----
$ 50
====
</TABLE>
-11-
<PAGE>
2. INVESTMENTS (CONTINUED):
Prior to April 1, 1999, the Plan's investments held by American Express
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated in value by $48 as follows (in thousands):
<TABLE>
<S> <C>
Registered investment companies $ 2
Common stock 46
----
$ 48
====
</TABLE>
Selected financial data of the Master Trust is presented in Note 7. The Plan's
percent of equity in each fund of the Master Trust as of December 31, 1999, was
as follows:
<TABLE>
<CAPTION>
Investment Fund Percent of Equity
--------------- -----------------
<S> <C>
GE Conservative Lifestyle Fund .18%
GE Moderate Lifestyle Fund .05%
GE Aggressive Lifestyle Fund .15%
GE Money Market Fund 1.18%
GE U.S. Equity Fund .19%
SSgA S&P 500 Index Fund .55%
PIMCO Total Return Fund 3.07%
Vanguard Long-Term Corporate Bond Fund 2.99%
AIM Constellation Fund .41%
MFS Massachusetts Investor Growth Stock Fund .47%
T. Rowe Price International Fund .07%
Company Stock Fund 1.90%
</TABLE>
3. EXECUTIVE LIFE INVESTMENT:
The former Promus Hotel Corporation was formed as a result of a June 30, 1995
spin-off (the "Spin-Off") by The Promus Companies Incorporated ("PCI"), which
was renamed Harrah's Entertainment, Inc. On May 1, 1991, PCI's Savings and
Retirement Plan ("PCI Plan") was amended to provide that approximately $12.9
million attributable to a guaranteed investment contract issued by Executive
Life Insurance Company ("Executive Life") and held in the PCI Plan's Income
Investment Fund would be frozen until such time as the contract is finally paid
out. The $12.9 million represented the book value of this contract as of March
31, 1991. The action was taken by PCI due to the conservatorship imposed on
Executive Life by the State of California Insurance Commissioner. PCI agreed to
pay to the PCI Plan any deficiency between the $12.9 million and amounts finally
received from the contract. On September 3, 1993, substantially all Executive
Life assets and restructured liabilities were transferred to Aurora National
Life Insurance Company ("Aurora"). On February 4, 1994, the PCI Plan elected to
participate in the ongoing rehabilitation plan offered by Aurora. This plan
provides for recovery of at least 77.7% of the $12.9 million book value of the
Executive Life contract.
Effective with the formation of the Predecessor Plan, the Plan Administrator
recorded a receivable for the remaining book value of participants' investments
in the Executive Life Fund. This receivable was supported by a guaranteed
investment contract that was maintained by the Harrah's Entertainment, Inc.
Savings and Retirement Plan, formerly the PCI Plan. The guaranteed investment
contract was due to mature in September 1998.
-12-
<PAGE>
3. EXECUTIVE LIFE INVESTMENT (CONTINUED):
The contract was settled in September 1998 and the principal was received from
Harrah's Entertainment Savings and Retirement Plan in November 1998. At December
31, 1998, the principal due to participants was recorded as uninvested cash. On
March 26, 1999, the Plan received the remaining principal payment of $2,938. The
cash received was used to purchase shares of the American Express U.S.
Government Securities Fund II, thereby eliminating the Executive Life Fund. The
Plan expects to receive the remaining interest earned on the principal in 2000.
At December 31, 1999, the interest to be received is not determinable and as
such is not reflected in the financial statements.
4. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
5. TAX STATUS:
The Plan is intended to satisfy the tax qualification requirements under Section
401(a) of the IRC; therefore, the trust funds of the Plan are intended to be
exempt from federal income taxes under Section 501(a). A favorable determination
letter regarding the Plan's status, dated April 17, 1997, was received from the
IRS.
6. SUBSEQUENT EVENTS:
Effective January 1, 2000, Plan A was amended and restated to, among other
things, change the name of Plan A to the Promus Retirement Savings Plan and
change the vesting schedule from two years to five years. The Plan, the
Doubletree Hotels Retirement Savings Plan, and the Harrison Contributory Savings
Plan merged into the Promus Retirement Savings Plan.
-13-
<PAGE>
Note 7. SELECTED FINANCIAL DATA OF THE PROMUS HOTEL
CORPORATION RETIREMENT PLANS MASTER TRUST:
PROMUS HOTEL CORPORATION RETIREMENT PLANS MASTER TRUST
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1999
(in thousands)
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------------------------------------------------------
GE GE GE GE GE
Conservative Moderate Aggressive Money Fixed
LifeStyle LifeStyle LifeStyle Market Income
Fund Fund Fund Fund Fund
-------------- -------------- -------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
Registered investment company shares $ 1,449 $ 27,016 $ 3,283 $ -- $ --
Pooled common stock -- -- -- -- --
Short-term investment fund -- -- -- -- --
Interest bearing cash -- -- -- 31,543 --
-------------- -------------- -------------- ------------- ------------
Total investments 1,449 27,016 3,283 31,543 --
Receivables:
Interest, dividends and other -- -- -- 23 --
-------------- -------------- -------------- ------------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,449 $ 27,016 $ 3,283 $ 31,566 $ --
============== ============== ============== ============== ============
</TABLE>
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------------------------------------------------------
PIMCO Vanguard
GE U.S. SSgA S&P SSgA Total Long-Term
Equity 500 Index Small Cap Return Corp.
Fund Fund Fund Fund Bond Fund
-------------- -------------- ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
Registered investment company shares $ 32,416 $ 52,266 $ -- $ 13,486 $ 1,516
Pooled common stock -- -- -- -- --
Short-term investment fund -- -- -- -- --
Interest bearing cash -- -- -- -- --
-------------- -------------- ------------ -------------- --------------
Total investments 32,416 52,266 -- 13,486 1,516
Receivables:
Interest, dividends and other -- -- -- 69 8
-------------- -------------- ------------ -------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $ 32,416 $ 52,266 $ -- $ 13,555 $ 1,524
============== ============== ============ ============== ==============
</TABLE>
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------------------------------------------------------------------
MFS Mass
AIM Investor T.Rowe Price Company
Constellation Growth International Stock
Fund Stock Fund Fund Fund Total
------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Investments, at fair value:
Registered investment company shares $ 19,216 $ 9,488 $ 12,812 $ -- $ 172,948
Pooled common stock -- -- -- 14,744 14,744
Short-term investment fund -- -- -- 241 241
Interest bearing cash -- -- -- -- 31,543
------------- -------------- -------------- -------------- --------------
Total investments 19,216 9,488 12,812 14,985 219,476
Receivables:
Interest, dividends and other -- -- -- 24 124
------------- -------------- -------------- -------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $ 19,216 $ 9,488 $ 12,812 $ 15,009 $ 219,600
============== ============== ============== ============== ==============
</TABLE>
-14-
<PAGE>
Note 7. SELECTED FINANCIAL DATA OF THE PROMUS HOTEL
CORPORATION RETIREMENT PLANS MASTER TRUST (Continued):
PROMUS HOTEL CORPORATION RETIREMENT PLANS MASTER TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
WITH FUND INFORMATION
DECEMBER 31, 1999
(in thousands)
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------------------------------------------
GE GE GE GE
Conservative Moderate Aggressive Money
LifeStyle LifeStyle LifeStyle Market
Fund Fund Fund Fund
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Change attributable to:
Investment activities:
Dividend income $ 58 $ 1,254 $ 103 $ --
Interest income -- -- -- 1,266
Net appreciation (depreciation)
in fair value of investments 23 2,229 295 --
-------------- -------------- -------------- --------------
NET INVESTMENT INCOME 81 3,483 398 1,266
-------------- -------------- -------------- --------------
Participant contributions 690 1,943 566 2,989
Employer contributions 58 345 138 507
Transfers, net 716 23,843 2,344 30,095
-------------- -------------- -------------- --------------
Total 1,464 26,131 3,048 33,591
-------------- -------------- -------------- --------------
Benefits paid to participants (95) (2,582) (161) (3,260)
Administrative fees (1) (16) (2) (31)
Total (96) (2,598) (163) (3,291)
-------------- -------------- -------------- --------------
Net increase in net
assets 1,449 27,016 3,283 31,566
NET ASSETS AVAILABLE FOR BENEFITS:
December 31, 1998 -- -- -- --
-------------- -------------- -------------- --------------
December 31, 1999 $ 1,449 $ 27,016 $ 3,283 $ 31,566
============== ============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------------------------------------------------------------------
GE PIMCO
Fixed GE U.S. SSgA S&P SSgA Total
Income Equity 500 Index Small Cap Return
Fund Fund Fund Fund Fund
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Change attributable to:
Investment activities:
Dividend income $ -- $ 3,291 $ 1,864 $ -- $ --
Interest income (114) -- -- -- --
Net appreciation (depreciation)
in fair value of investments -- 1,405 5,986 4,550 29
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME (114) 4,696 7,850 4,550 29
-------------- -------------- -------------- -------------- --------------
Participant contributions 309 2,586 3,221 319 668
Employer contributions 75 761 1,060 64 354
Transfers, net (34) 27,061 45,730 (4,525) 13,720
-------------- -------------- -------------- -------------- --------------
Total 350 30,408 50,011 (4,142) 14,742
-------------- -------------- -------------- -------------- --------------
Benefits paid to participants (233) (2,671) (5,588) (406) (1,217)
Administrative fees (3) (17) (7) (2) 1
Total (236) (2,688) (5,595) (408) (1,216)
-------------- -------------- -------------- -------------- --------------
Net increase in net
assets -- 32,416 52,266 -- 13,555
NET ASSETS AVAILABLE FOR BENEFITS:
December 31, 1998 -- -- -- -- --
-------------- -------------- -------------- -------------- --------------
December 31, 1999 $ -- $ 32,416 $ 52,266 $ -- $ 13,555
============== ============== ============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------------------------------------------------------------------
Vanguard MFS Mass
Long-Term AIM Investor T.Rowe Price Company
Corp. Constellation Growth International Stock
Bond Fund Fund Stock Fund Fund Fund Total
-------------- -------------- -------------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Change attributable to:
Investment activities:
Dividend income $ -- $ 1,417 $ 685 $ 655 $ -- $ 9,327
Interest income -- -- -- -- -- 1,152
Net appreciation (depreciation)
in fair value of investments (86) 4,059 1,251 2,414 969 23,124
-------------- -------------- -------------- -------------- -------------- -----------
NET INVESTMENT INCOME (86) 5,476 1,936 3,069 969 33,603
-------------- -------------- -------------- -------------- -------------- -----------
Participant contributions 171 1,024 683 1,034 1,166 17,369
Employer contributions 102 473 418 323 3,689 8,367
Transfers, net 2,500 12,988 6,722 9,394 10,538 181,092
-------------- -------------- -------------- -------------- -------------- -----------
Total 2,773 14,485 7,823 10,751 15,393 206,828
-------------- -------------- -------------- -------------- -------------- -----------
Benefits paid to participants (1,164) (745) (271) (1,001) (1,360) (20,754)
Administrative fees 1 -- -- (7) 7 (77)
Total (1,163) (745) (271) (1,008) (1,353) (20,831)
-------------- -------------- -------------- -------------- -------------- -----------
Net increase in net
assets 1,524 19,216 9,488 12,812 15,009 219,600
NET ASSETS AVAILABLE FOR BENEFITS:
December 31, 1998 -- -- -- -- -- --
-------------- -------------- -------------- -------------- -------------- -----------
December 31, 1999 $ 1,524 $ 19,216 $ 9,488 $ 12,812 $ 15,009 $ 219,600
============== ============== ============== ============== ============== ===========
</TABLE>
-15-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE PROMUS HOTEL CORPORATION
SAVINGS AND RETIREMENT PLAN B
DATED: June 29, 2000 By /s/ DIETER HUCKESTEIN
----------------------------
Dieter Huckestein
Chair, Investment Committee of the Plan
