Hilton Worldwide Holdings (HLT) 10-K risk factor changes: FY2016 vs FY2015

| • | increases in costs due to inflation [added: or other factors] that may not be fully offset by price and fee increases in our business; |

| • | cyclical over-building in the hotel [removed: and timeshare industries;] [added: industry;] |

| • | changes in desirability of geographic regions of the hotels [removed: or timeshare resorts] in our business, geographic concentration of our operations and customers and shortages of desirable locations for development; |

| • | changes in the supply and demand for hotel [removed: services (including] [added: services, including] rooms, food and beverage and other products and [removed: services) and vacation ownership services and products;] [added: services;] and |

Macroeconomic and other factors beyond our control can reduce demand for hospitality products and services, including demand for rooms at [removed: properties that we manage, franchise, own, lease or develop, as well as demand for timeshare properties.][added: our hotels.]

| • | conditions that negatively shape public perception of travel, including travel-related accidents and outbreaks of pandemic or contagious diseases, such as Ebola, [added: Zika,] avian flu, severe acute respiratory syndrome (SARS) and H1N1 (swine flu); |

Declines in demand for our products and services due to general economic conditions could negatively affect our business by [removed: decreasing the revenues and profitability of our owned properties,] limiting the amount of fee revenues we are able to generate from our managed and franchised properties and [removed: reducing overall demand for timeshare intervals.][added: decreasing the revenues and profitability of our owned and leased properties.]

During a period of overall economic weakness, if we are unable to meaningfully decrease these costs as demand for our hotels [removed: and timeshare properties] decreases, our business operations and financial performance may be adversely affected.

Our principal competitors are other operators of luxury, full service and focused service [removed: hotels and timeshare properties,] [added: hotels,] including other major hospitality chains with well-established and recognized brands.

We also compete against smaller hotel chains, independent and local hotel owners and operators, home and apartment sharing services and [removed: independent] timeshare operators.

We compete for these customers based primarily on brand name recognition and reputation, as well as location, room rates, property size and availability of rooms and conference space, quality of the accommodations, customer satisfaction, amenities and the ability to earn and [added: redeem loyalty program points.]

Changes in ownership or management practices, the occurrence of accidents or injuries, natural disasters, crime, individual guest notoriety or similar events at our [removed: managed, owned, leased or timeshare properties] [added: hotels and resorts] can harm our reputation, create adverse publicity and cause a loss of consumer confidence in our business.

In addition, the [removed: recent] expansion of social media has compounded the potential scope of negative publicity.

[removed: If the] [added: A] perceived [added: decline in the] quality of our brands [removed: declines,] or [removed: if] [added: damage to] our reputation [removed: is damaged,] [added: could adversely affect] our business, financial condition or results of [removed: operations could be adversely affected.][added: operations.]

Our [removed: management and franchise] business is subject to risks related to doing business with third-party [removed: hotel] [added: property] owners that could adversely affect our reputation, operational results or prospects for growth.

Our [removed: management and franchise] business depends on our ability to establish and maintain long-term, positive relationships with third-party property owners and our ability to enter into new and renew management and franchise agreements.

If we fail to maintain and renew existing management and franchise agreements [removed: and] [added: or] enter into new agreements on favorable terms, we may be unable to expand our presence and our business, and our financial condition and results of operations may suffer.

Our [removed: management and franchise] business is subject to real estate investment risks for third-party owners that could adversely affect our operational results and our prospects for growth.

Growth of our [removed: management and franchise] business is affected, and may potentially be limited, by factors influencing real estate development generally, including site availability, financing, planning, zoning and other local approvals.

If [added: our] third-party property owners fail to make investments necessary to maintain or improve their properties, guest preference for Hilton brands and reputation and performance results could suffer.

Substantially all of our management and franchise [removed: agreements] [added: agreements, as well as our license agreement with HGV,] require third-party property owners to comply with quality and reputation standards of our [removed: brands.][added: brands, which include requirements related to the physical condition, safety standards and appearance of the properties as well as the service levels provided by hotel employees.]

Any dispute with a [removed: hotel] [added: property] owner could be very expensive for us, even if the outcome is ultimately in our favor.

[removed: We cannot predict] the [removed: outcome of any arbitration or litigation, the] effect of any negative judgment against us or the amount of any settlement that we may enter into with any third party.

The risks resulting from [removed: significant] investments in owned and leased real estate could increase our costs, reduce our profits and limit our ability to respond to market conditions.

[removed: We] [added: Although we recently completed the spin-off of Park, we still] own or lease [removed: a substantial amount of] real property, which subjects us to various risks that may not be applicable to managed or franchised properties, including:

| • | the ongoing need for owner-funded capital improvements and expenditures to maintain or upgrade [removed: properties;] [added: properties and to deliver properties back to landlords in a particular state of repair and condition at the end of a lease term;] |

| • | risks associated with [added: any] mortgage debt, including the possibility of default, fluctuating interest rate levels and uncertainties in the availability of replacement financing; |

| • | fluctuations in real estate values or potential impairments in the value of our assets; [removed: and] |

The negative effect on profitability and cash flow from declines in revenues is more pronounced in owned [added: or leased] properties because we, as the [removed: owner,] [added: owner or lessee,] bear the risk of their high fixed-cost structure.

Accordingly, we may not be able to adjust our owned [added: and leased] property portfolio promptly in response to changes in economic or other conditions.

Certain of our owned and leased properties were constructed [removed: more than a century] [added: many years] ago.

Consequently, actions by a co-venturer or other [removed: third-party] [added: third party] could expose us to claims for damages, financial penalties and reputational harm, any of which could adversely affect our business and operations.

[removed: The non-performance] [added: performance] of a co-venturer's obligations may cause losses to us in excess of the capital we initially may have invested or committed.

As of December 31, [removed: 2015,] [added: 2016,] we had a total of [removed: 1,616] [added: 1,968] hotels in our development pipeline, which we define as hotels under construction or approved for development under one of our brands.

The commitments of owners and developers with whom we have agreements are subject to numerous conditions, and the eventual development and construction of our pipeline not currently under construction is subject to numerous risks, including, in certain cases, the owner's or developer's ability to obtain adequate [removed: financing,] [added: financing and] obtaining governmental or regulatory [removed: approvals and adequate financing.][added: approvals.]

We launched a new [added: upscale brand, Tapestry Collection by Hilton, in January 2017 and a new] midscale brand, Tru by Hilton, in January 2016.

We introduced a new brand, Canopy by Hilton, in October 2014, opened our first Curio - A Collection by Hilton hotel in August [removed: 2014, opened the first Herb N' Kitchen Restaurant in 2013] [added: 2014] and opened our first Home2 Suites by Hilton hotel in 2011.

We own and license or otherwise contract for sophisticated technology and systems for property management, procurement, reservations and the operation of the Hilton [removed: HHonors] [added: Honors] customer loyalty program.

[removed: Any] [added: Although we are migrating portions of our operations to cloud-based providers, any] loss or damage to our primary facility could result in operational disruption and data loss as we [removed: move] [added: transfer] production operations to our disaster recovery site.

[added: If we experience a loss or disruption in the provision of any of] these functions or services, or they are not performed in a satisfactory manner, we may have difficulty in finding alternate providers on terms favorable to us, in a timely manner or at all, and our business could be adversely affected.

| • | governmental action and uncertainty resulting from U.S. and global political trends, including potential barriers to travel, trade and immigration; |

We cannot predict the outcome of any arbitration or litigation,

| • | contingent liabilities that exist after we have exited a property; |

| • | costs linked to the employment and management of staff to run and operate an owned or leased property; and |

The non-

Similarly, we may not be able

Consolidation of internet travel

| • | the effect of disruptions caused by severe weather, natural disasters, outbreak of disease or other events that make travel to a particular region less attractive or more difficult; |

| • | instability or changes in a country's or region's economic, regulatory or political conditions, including inflation, recession, interest rate fluctuations and actual or anticipated military or political conflicts or any other change resulting from the United Kingdom's June 2016 vote to leave the European Union (commonly known as "Brexit"); |

intellectual property rights.

Additionally, the IRS has notified us of its intention to examine the fiscal years ended December 31, 2011 through December 31, 2013.

In addition, the National

requirements necessary to obtain tax-free treatment to holders of our common stock and to us have been satisfied.

Park or HGV may fail to perform under various transaction agreements that we have executed as part of the spin-offs.

In connection with the spin-offs, we, Park and HGV entered into a distribution agreement and various other agreements, including a transition services agreement, a tax matters agreement, an employee matters agreement and, as to Park, management agreements, and, as to HGV, a license agreement.

Certain of these agreements provide for the performance of services by each company for the benefit of the other following the spin-offs.

We are relying on Park and HGV to satisfy their performance and payment obligations under these agreements.

In addition, it is possible that a court would disregard the allocation agreed to between us, Park and HGV and require that we assume responsibility for certain obligations allocated to Park and to HGV, particularly if Park or HGV were to refuse or were unable to pay or perform such obligations.

The impact of any of these factors is difficult to predict, but one or more of them could cause reputational harm and could have an adverse effect on our financial position, results of operations and/or cash flows.

In connection with the spin-offs, each of Park and HGV indemnified us for certain liabilities.

These indemnities may not be sufficient to insure us against the full amount of the liabilities assumed by Park and HGV, and Park and HGV may be unable to satisfy their indemnification obligations to us in the future.

In connection with the spin-offs, each of Park and HGV indemnified us with respect to such parties’ assumed or retained liabilities pursuant to the distribution agreement and breaches of the distribution agreement or other agreements related to the spin-offs.

There can be no assurance that the indemnities from each of Park and HGV will be sufficient to protect us against the full amount of these and other liabilities.

Third parties also could seek to hold us responsible for any of the liabilities that Park and HGV have agreed to assume.

Even if we ultimately succeed in recovering from Park or HGV any amounts for which we are held liable, we may be temporarily required to bear those losses ourselves.

Each of these risks could negatively affect our business, financial condition, results of operations and cash flows.

If we are required to indemnify Park or HGV in connection with the spin-offs, we may need to divert cash to meet those obligations, which could negatively affect our financial results.

Pursuant to the distribution agreement entered into in connection with the spin-offs and certain other agreements among Park and HGV and us, we agreed to indemnify each of Park and HGV from certain liabilities.

Indemnities that we may be required to provide Park and/or HGV may be significant and could negatively affect our business.

Finally, our ability to raise additional equity capital may be restricted by the stockholders agreement we entered into with HGV and certain entities affiliated with Blackstone that is intended to preserve the tax-free status of the spin-offs of Park and HGV.

HNA has agreed to acquire 25 percent of our outstanding common stock from Blackstone.

If Blackstone's proposed sale of our common stock to HNA closes, HNA will have specified board designation rights, as described in our Current Report on Form 8-K filed on October 24, 2016.

HNA acquired Carlson Hotels in December 2016 and has an interest in NH Hotel Group.

Under the Company's stockholders agreement with HNA, the Company agreed to renounce any interest or expectancy, or right to be offered an opportunity to participate in, any business opportunity or corporate opportunity presented to HNA or its affiliates.

December 31, 2016.

| | |

| --- | --- |

redeem loyalty program points.

Competition for timeshare sales

We compete with other timeshare operators for sales of timeshare intervals based principally on location, quality of accommodations, price, financing terms, quality of service, terms of property use, opportunity for timeshare owners to exchange their owned interval for use of other timeshare properties or other travel rewards as well as brand name recognition and reputation.

Our ability to attract and retain purchasers of timeshare intervals depends on our success in distinguishing the quality and value of our timeshare offerings from those offered by others.

If we are unable to do so, our ability to compete effectively for sales of timeshare intervals could be adversely affected.

This includes requirements related to the physical condition, safety standards and appearance of the properties as well as the service levels provided by hotel employees.

Our timeshare business is subject to risks associated with regulation, third-party owners and providing financing to purchasers.

The timeshare business is subject to extensive regulation.

We develop, manage, market and sell timeshare intervals.

Certain of these activities are subject to extensive state regulation in both the state in which the timeshare property is located and the states in which the timeshare property is marketed and sold.

Federal regulation of certain marketing practices also applies.

In addition, because we provide financing to some purchasers of timeshare intervals and also service the resulting loans as well as the loans on inventory sold by third-party developers for which we provide marketing services, we are subject to various federal and state regulations, including those requiring disclosure to borrowers regarding the terms of their loans as well as settlement, servicing and collection of loans.

If we fail to comply with applicable federal, state and local laws in connection with our timeshare business, we may be unable to offer timeshare intervals or associated financing in certain areas, which could result in a decline in timeshare revenues.

A decline in timeshare interval inventory or our failure to enter into and maintain timeshare management agreements may have an adverse effect on our business or results of operations.

In addition to timeshare interval supply from our owned timeshare properties, we source interval supply through sales and marketing agreements with third-party developers.

If we fail to develop timeshare properties or are unsuccessful in entering into new agreements with third-party developers, we may experience a decline in timeshare interval supply available to be sold by us, which could result in a decrease in our revenues.

In addition, a decline in timeshare interval supply could result in both a decrease of financing revenues that are generated from purchasers of timeshare intervals and fee revenues that are generated by providing management, loan and collection services to the timeshare properties.

If purchasers default on the loans that we provide to finance their purchases of timeshare intervals, the revenues and profits that we derive from the timeshare business could be reduced.

Providing secured financing to some purchasers of timeshare intervals subjects us to the risk of purchaser default.

As of December 31, 2015, we had approximately $1,082 million of timeshare financing receivables outstanding.

If a purchaser defaults under the financing that we provide, we could be forced to write off the loan and reclaim ownership of the timeshare interval.

We may be unable to resell the property in a timely manner or at the same price, or at all.

Also, if a purchaser of a timeshare interval defaults on the related loan during the early part of the amortization period, we may not have recovered the marketing, selling and general and administrative costs associated with the sale of that timeshare interval.

If we are unable to recover any of the principal amount of the loan from a defaulting purchaser, or if the allowances for losses from such defaults are inadequate, the revenues and profits that we derive from the timeshare business could be reduced.

If we experience a loss or disruption in the provision of any of

the FCPA, U.S. sanctions or other laws.

Any imposition of injunctive relief, fines, damage awards or capital

The proposed spin-offs of our ownership business and timeshare business are contingent upon the satisfaction of a number of conditions, may require significant time and attention of our management, and may have a material adverse effect on us whether or not they are completed.

On February 26, 2016, we announced a plan to pursue a separation of a substantial portion of our ownership business, consisting primarily of our owned hotels located in the U.S. (the "ownership business"), and our timeshare business into separate, publicly-traded companies through spin-offs.

The proposed spin-offs are subject to customary conditions, including, but not limited to, the receipt of opinions concerning the tax-free nature of the transactions and the qualification of the entity holding the ownership business as a real estate investment trust (a "REIT") for U.S. federal income tax purposes, effectiveness

of appropriate filings with the Securities and Exchange Commission and final approval by our board of directors.

In addition, ability to execute the transaction as intended, unanticipated developments or changes in the macroeconomic environment, credit markets and equity markets, as well as other market conditions, may affect our proposed spin-offs.

For these and other reasons, we may not complete the spin-offs as expected or at all.

Whether or not we complete the spin-offs, our ongoing businesses may be adversely affected and we may be subject to certain risks and consequences as a result of pursuing the spin-offs, including, among others, the following:

| • | execution of the proposed spin-offs will require significant time and attention from management, which may distract them from the operation of our business and the execution of other initiatives that may have been beneficial to us; |

| • | our employees may be distracted due to uncertainty about their future roles with each of the separate companies pending the completion of the spin-offs; |

| • | we will be required to pay significant costs and expenses relating to the spin-offs, such as legal, accounting and other professional fees, whether or not the spin-offs are completed; and |

| • | we may experience negative reactions from the financial markets if we fail to complete the spin-offs. |

Any of these factors could have a material adverse effect on our business, financial condition, results of operations, cash flows or the price of our common stock.

In addition, we will incur one-time costs and ongoing costs in connection with, or as a result of, the spin-offs, including costs of operating as independent, publicly-traded companies that the spun-off businesses will no longer be able to share.

Hilton is one of the largest and fastest growing hospitality companies in the world, with [removed: 4,610] [added: 4,922] hotels, resorts and timeshare properties comprising [removed: 758,502] [added: 804,097] rooms in [removed: 100] [added: 104] countries and territories as of December 31, [removed: 2015.][added: 2016.]

Our premier brand portfolio [removed: includes] [added: includes:] our luxury and lifestyle hotel brands, Waldorf Astoria Hotels & Resorts, Conrad Hotels & Resorts and Canopy by [removed: Hilton,] [added: Hilton;] our full service hotel brands, Hilton Hotels & Resorts, Curio - A Collection by Hilton, DoubleTree by Hilton and Embassy Suites by [removed: Hilton,] [added: Hilton;] our focused service hotel brands, Hilton Garden Inn, Hampton by Hilton, Tru by Hilton, Homewood Suites by Hilton and Home2 Suites by [removed: Hilton, and] [added: Hilton;] our timeshare brand, Hilton Grand [removed: Vacations.][added: Vacations; and our new full service brand, Tapestry Collection by Hilton, launched in January 2017.]

We had approximately [removed: 51] [added: 60] million members in our award-winning customer loyalty program, Hilton [removed: HHonors,] [added: Honors,] as of December 31, [removed: 2015.][added: 2016.]

[removed: Our] [added: During the periods covered by this report, management analyzed our] operations [removed: consist] [added: and business by both operating segments and geographic regions, which consisted] of three reportable segments that are based on similar products or services: ownership; management and franchise; and timeshare.

[removed: The timeshare segment consists of] multi-unit vacation ownership properties and generates revenue by marketing and selling timeshare intervals owned by us and third parties, resort operations and providing consumer financing for the timeshare interests.

Although the U.S. is included in the Americas, it [added: represents a significant portion of our system-wide hotel rooms, which was 75 percent as of December 31, 2016; therefore, the U.S.] is often analyzed separately and apart from the Americas geographic region and, as such, it is presented separately within the analysis herein.

We continue to expand our global [removed: footprint, fee-based business] [added: footprint] and [removed: the capital efficiency of our timeshare] [added: fee-based] business.

As we enter into new management and franchise contracts, we expand our business with minimal or no capital investment by us as the manager or franchisor, as the capital required to build and maintain hotels is typically provided by the third-party owner of the respective [removed: hotel.][added: hotel that we contract with to provide management or franchise services.]

As of December 31, [removed: 2015,] [added: 2016,] we had a total of [removed: 1,616] [added: 1,968] hotels in our development pipeline, representing [removed: over 266,000] [added: approximately 310,000] rooms under construction or approved for development throughout [removed: 85] [added: 96] countries and territories, including [removed: 31] [added: 32] countries and territories [added: where we do not currently have any open hotels.]

[removed: All] [added: Over 99 percent] of the rooms in the pipeline are within our management and franchise segment.

Of the rooms in the pipeline, [removed: approximately 142,000] [added: over 159,000] rooms, or more than half of the pipeline, were located outside the U.S. As of December 31, [removed: 2015, approximately 134,000] [added: 2016, over 157,000] rooms, representing [removed: over] [added: approximately] half of our development pipeline, were under construction.

The first property is expected to open [removed: in] [added: by] the [removed: fourth] [added: third] quarter of [removed: 2016.][added: 2017.]

Risk Factors and Note 29: "Subsequent Events" in our [removed: audited] consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional discussion.

[removed: Revenues][added: | Revenues: | | | | | | | | | | | | | | | |]

[removed: We] [added: During the periods presented in this report, we] primarily [removed: derive] [added: derived] our revenues from the following sources:

| • | Owned and leased hotels. Represents revenues derived from hotel operations, including room rentals, food and beverage sales and other ancillary goods and services. These revenues are primarily derived from two categories of customers: transient and group. Transient guests are individual travelers who are traveling for business or leisure. [removed: Our group] [added: Group] guests are traveling for group events that reserve rooms for meetings, conferences or social functions sponsored by associations, corporate, social, military, educational, religious or other organizations. Group business usually includes a block of room accommodations, as well as other ancillary services, such as meeting facilities and catering and banquet services. A majority of our food and beverage sales and other ancillary services are provided to customers who are also occupying rooms at our hotel properties. As a result, occupancy affects all components of our owned and leased hotel revenues. |

| • | Terms of our management agreements vary, but our fees generally consist of a base fee, which is typically a percentage of each hotel's gross revenue, and in some cases an incentive fee, which is based on gross operating profits, cash flow or a combination thereof. Management fees from timeshare properties are generally a fixed amount as stated in the management agreement. Outside of the U.S., our fees are often more dependent on hotel [removed: profitability measures, either through a single management fee structure where the entire fee is based on a profitability measure, or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee. Additionally, we receive one-time upfront fees upon execution of certain management contracts, as well as a monthly fee based on a percentage of the total gross room revenue that covers the costs of advertising and marketing programs; internet, technology and reservation systems expenses; and quality assurance program costs. In general, the hotel owner pays all operating and other expenses and reimburses costs we incur in operating the hotel.] |

| • | Under our franchise agreements, franchisees pay us franchise fees which consist of initial application and initiation fees for new hotels entering the system and monthly royalty fees, generally calculated as a percentage of room revenues. Royalty fees for our full service brands may also include a percentage of gross food and beverage [added: revenues and other revenues, where applicable. In addition to the franchise application and royalty fees, franchisees also generally pay a monthly program fee based on a percentage of the total gross room revenue that covers the cost of advertising and marketing programs; internet, technology and reservation system expenses; and quality assurance program costs. We also earn fees when certain franchise agreements are terminated early or there is a change in ownership.] |

[removed: In addition to the franchise application and royalty fees, franchisees also generally pay] [added: Additionally, we receive one-time upfront fees upon execution of certain management contracts, as well as] a monthly [removed: program] fee based on a percentage of the total gross room revenue that covers the [removed: cost] [added: costs] of advertising and marketing programs; internet, technology and reservation [removed: system] [added: systems] expenses; and quality assurance program costs.

| • | Timeshare. Represents revenues derived from the sale and financing of timeshare intervals and revenues from enrollments and other fees, rentals of timeshare units, food and beverage sales and other ancillary services at our timeshare properties, which we refer to as resort operations. Additionally, in recent years, we began a transformation of our timeshare business to a capital light model in which third-party timeshare owners and developers [removed: provide] [added: provided] capital for development while we [removed: act] [added: acted] as the sales and marketing agent and property manager. Through these transactions, we [removed: receive] [added: received] a sales and marketing commission and branding fees based on the total sales price of the timeshare interval, recurring fees to operate the homeowners' associations and revenues from resort operations. |

| • | Other revenues from managed and franchised properties. These revenues represent the payroll and [removed: its] related costs for properties that we manage where the property employees are legally our responsibility, as well as certain other operating costs of the managed and franchised properties' operations, marketing expenses and other expenses associated with our brands and shared services that are contractually either reimbursed to us by the property owners or paid from fees collected in advance from these properties when the costs are incurred. We have no legal responsibility for employees at franchised properties. The corresponding expenses are presented as other expenses from managed and franchised properties in our consolidated statements of operations resulting in no effect on operating income or net income. |

The following factors [removed: affect] [added: affected] the revenues we [removed: derive] [added: derived] from our [removed: operations:][added: operations during the periods presented:]

| • | Consumer demand and global economic conditions. Consumer demand for our products and services is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Declines in consumer demand due to adverse general economic conditions, risks affecting or reducing travel patterns, lower consumer confidence and adverse political conditions can lower the revenues and profitability of our owned and leased operations and the amount of management and franchise fee revenues we are able to generate from our managed and franchised properties. Further, competition for hotel guests and the supply of hotel services affect our ability to [added: sustain or] increase rates charged to customers at our hotels. Also, declines in hotel profitability during an economic downturn directly affect the incentive portion of our management fees, which is based on hotel profit measures. Our timeshare segment also is linked to cycles in the general [removed: economy and] [added: economy,] consumer discretionary [removed: spending.] [added: spending and availability of financing.] As a result, changes in consumer demand and general business cycles [removed: can subject and] have [added: historically] subjected [added: and could in the future subject] our revenues to significant volatility. |

| • | Agreements with third-party owners and franchisees and relationships with developers. We depend on our long-term management and franchise agreements with third-party owners and franchisees for a significant portion of our management and franchise fee revenues. The success and sustainability of our management and franchise business depends on our ability to perform under our management and franchise agreements and maintain good relationships with third-party owners and franchisees. Our relationships with these third parties also generate new relationships with developers and opportunities for property development that can support our growth. Growth and maintenance of our hotel system and earning fees relating to hotels in the pipeline are dependent on the ability of developers and owners to access capital for the development, maintenance and renovation of properties. We believe that we have good relationships with our third-party owners, franchisees and developers and are committed to the continued growth and [removed: development of these relationships. These relationships exist with a diverse group of owners, franchisees and developers and are not significantly concentrated with any particular third party.] |

Additionally, [removed: in recent years] we [removed: have] entered into sales and marketing agreements to sell timeshare intervals on behalf of third-party developers.

We primarily [removed: incur] [added: incurred] the following [removed: expenses:][added: expenses during the periods presented:]

| • | Depreciation and amortization. These are non-cash expenses that primarily consist of depreciation of fixed assets such as buildings, [removed: furniture] [added: furniture, fixtures] and equipment at our consolidated owned and leased hotels and certain corporate assets, as well as amortization of our management and franchise intangibles and capitalized software. |

| • | Other expenses from managed and franchised properties. These expenses represent the payroll and [removed: its] related costs for properties that we manage where the property employees are legally our responsibility, as well as certain other operating costs of the managed and franchised properties' operations, marketing expenses and other expenses associated with our brands and shared services that are contractually either reimbursed to us by the property owners or paid from fees collected in advance from these properties when the costs are incurred. We have no legal responsibility for [removed: the] employees at [removed: our] franchised properties. The corresponding revenues are presented as other revenues from managed and franchised properties in our consolidated statements of operations resulting in no effect on operating income or net income. |

| • | Changes in depreciation and amortization expense. Changes in depreciation expense may be driven by renovations of existing hotels, acquisition or development of new hotels, the disposition of existing hotels through sale or closure or changes in estimates of the useful lives of our assets. As we place new assets into service, we will be required to [removed: record] [added: recognize] additional depreciation expense on those assets. Additionally, we capitalize costs associated with certain software development projects, and as those projects are completed and placed into service, amortization expense will increase. |

Significant portions of our operations are conducted in functional currencies other than our reporting currency, which is the [removed: United States ("U.S.")] [added: U.S.] dollar ("USD"), and we have assets and liabilities denominated in a variety of foreign currencies.

We define our comparable hotels as those that: (i) were active and operating in our system for at least one full calendar year as of the end of the current period, and open January 1st of the previous year; (ii) have not undergone a change in brand or ownership [removed: type] during the current or comparable periods reported; and (iii) have not sustained substantial property damage, business interruption, undergone large-scale capital projects or for which comparable results are not available.

Of the [removed: 4,565] [added: 4,875] hotels in our system as of December 31, [removed: 2015, 3,624] [added: 2016, 3,740] have been classified as comparable hotels.

Our [removed: 941] [added: 1,135] non-comparable hotels included [removed: 137] [added: 135] properties, or approximately three percent of the total hotels in our system, that were removed from the comparable group during the [removed: last] year because they sustained substantial property damage, business interruption, underwent large-scale capital projects or comparable results were not available.

Of the [removed: 4,278] [added: 4,565] hotels in our system as of December 31, [removed: 2014, 3,514] [added: 2015, 3,624] were classified as comparable hotels for the year ended December 31, [removed: 2014.][added: 2015.]

We believe that EBITDA and Adjusted EBITDA provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) [removed: EBITDA and Adjusted EBITDA] [added: these measures] are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions; and (ii) [removed: EBITDA and Adjusted EBITDA] [added: these measures] are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry.

The [removed: Middle East and Africa] [added: MEA] region continues to face geopolitical unrest and low oil prices, nonetheless RevPAR still increased as a result of improved year over year demand.

[removed: Owned] [added: | U.S. owned] and leased hotels [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| | Year Ended December 31, | | | | | | | | [added: | | | |] Percent Change | [added: | |]

| | [added: 2016 | | | |] 2015 | | | | 2014 | | | | [added: 2016 vs.] 2015 [added: | | 2015] vs. 2014 |

| | (in millions) | | | | | | | | | [added: | | | | | | | | | | | | | |]

On January 3, 2017, we completed the previously announced spin-offs of a portfolio of hotels and resorts, as well as our timeshare business, into two independent, publicly traded companies: Park and HGV, respectively.

The spin-offs were completed via a distribution to each of Hilton's stockholders of record, as of the close of business on December 15, 2016, of 100 percent of the outstanding common stock of Park and HGV.

Each Hilton stockholder received one share of Park common stock for every five shares of Hilton common stock and one share of HGV common stock for every ten shares of Hilton common stock.

Both Park and HGV have their common stock listed on the NYSE under the symbols "PK" and "HGV," respectively.

Unless otherwise stated, disclosures herein reflect the results of Hilton, without giving effect to the spin-offs, for the years ended December 31, 2016, 2015 and 2014.

Refer to pro forma financial information included in our Current Report on Form 8-K filed with the SEC on January 4, 2017 for the historical results of operations and performance of Hilton giving effect to the spin-offs, and refer to the Registration Statements on Form 10 of Park and HGV and their subsequent periodic and other reports filed with the SEC for their respective historical financial results.

Additionally, refer to our press release on our fourth quarter and full year 2016 results for our pro forma financial information for the year ended December 31, 2016 included in our Current Report on Form 8-K filed with the SEC on February 15, 2017.

On January 3, 2017, we completed a 1-for-3 reverse stock split of Hilton's outstanding common stock.

The authorized number of shares of common stock was reduced from 30,000,000,000 to 10,000,000,000, and the authorized number of shares of preferred stock remains 3,000,000,000.

All share and share-related information presented in this Annual Report on Form 10-K, including our consolidated financial statements, have been retroactively adjusted to reflect the decreased number of shares resulting from the Reverse Stock Split.

In January 2017, we launched our newest brand, Tapestry Collection by Hilton, which is a curated portfolio of original hotels in the upscale hotel segment that have recognizable features distinct to each hotel.

Tapestry guests are looking for new experiences and choose to stay where they can expect to never see the same thing twice.

The timeshare segment consists of

Refer to "Part I—Item 2.

Properties" for the specific properties and respective locations of the properties that were distributed to Park in connection with the spin-offs.

profitability measures, either through a single management fee structure where the entire fee is based on a profitability measure, or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee.

In general, the hotel owner pays all operating and other expenses and reimburses costs we incur in operating the hotel.

development of these relationships.

These relationships exist with a diverse group of owners, franchisees and developers and are not significantly concentrated with any particular third party.

We relied on these relationships to expand our timeshare interval supply without deploying capital for asset construction.

| • | Fixed expenses. Many of the expenses associated with owning, leasing, managing and franchising hotels and timeshare resorts are relatively fixed. These expenses include personnel costs, rent, property taxes, insurance and utilities. If we are unable to decrease these costs significantly or rapidly when demand for our hotels and other properties decreases, the resulting decline in our revenues can have an adverse effect on our net cash flow, margins |

and profits.

This effect can be especially pronounced during periods of economic contraction or slow economic growth.

Economic downturns generally affect the results of our ownership segment more significantly than the results of our management and franchising segment due to the high fixed costs associated with operating an owned or leased hotel.

The effectiveness of any cost-cutting efforts is limited by the amount of fixed costs inherent in our business.

As a result, we may not be able to offset revenue reductions through cost cutting.

Employees at some of our owned and leased hotels are parties to collective bargaining agreements that may also limit our ability to make timely staffing or labor changes in response to declining revenues.

In addition, any efforts to reduce costs, or to defer or cancel capital improvements, could adversely affect the economic value of our hotels and brands.

We have taken steps to reduce our fixed costs to levels we believe are appropriate to maximize profitability and respond to market conditions without jeopardizing the overall customer experience or the value of our hotels or brands.

Also, a significant portion of our costs to support our timeshare business relates to direct sales and marketing of these units.

In periods of decreased demand for timeshare intervals, we may be unable to reduce our sales and marketing expenses quickly enough to prevent a deterioration of our profit margins on our timeshare business.

ADR

RevPAR

For a discussion of our definition of Adjusted EBITDA, see Note 23: "Business Segments" in our consolidated financial statements.

Additionally, these measures exclude certain items that can vary widely across different industries and among competitors within our industry.

For instance, interest expense and income tax expense are dependent on company specifics, including, among other things, our capital structure and operating jurisdictions, respectively, and, therefore could vary significantly across companies.

Depreciation and amortization are dependent upon company policies, including the method of acquiring and depreciating assets and the useful lives that are used.

For Adjusted EBITDA, we also exclude items such as: (i) share-based compensation expense, as this could vary widely among companies due to the different plans in place and the usage of them; (ii) furniture, fixtures and equipment ("FF&E") replacement reserve to be consistent with the treatment of FF&E for its owned and leased hotels where it is capitalized and depreciated over the life of the FF&E; and (iii) other items that are not core to our operations and are not reflective of our performance.

| | December 31, 2016 | | | | 2016 vs. 2015 | | |

| Occupancy | 78.6 | | % | | (0.9 | )% | pts. |

Our flagship full service Hilton Hotels & Resorts brand is the most recognized hotel brand in the world.

As of December 31, 2015, we owned or leased interests in 146 hotels, many of which are located in global gateway cities, including iconic properties such as the Hilton New York, Hilton Hawaiian Village and the London Hilton on Park Lane.

Management analyzes our operations and business by both operating segments and geographic regions.

As of December 31, 2015, approximately 75 percent of our system-wide hotel rooms were located in the U.S. We expect that the percentage of our hotel rooms outside the U.S. will continue to increase in future years as hotels in our pipeline open.

where we do not currently have any open hotels.

Our overall supply of timeshare intervals as of December 31, 2015 was approximately 134,000 intervals, or over six years at current sales pace.

Additionally, we enter into agreements to sell timeshare units developed by third parties.

Our supply of third-party developed timeshare intervals was approximately 114,000, or 85 percent of our total supply, as of December 31, 2015.

In January 2016, we launched our newest brand, Tru by Hilton, which is a midscale brand.

Tru by Hilton embraces the value-conscious traveler, offering a back-to-basics experience.

Each property will include lively social spaces in a large, first floor lobby with a work, play and eat zone, all with a unique personality.

As of February 16, 2016, Tru by Hilton had commitments for 163 properties.

In February 2016, we announced a plan to separate a substantial portion of our ownership business, consisting primarily of our owned hotels located in the U.S., as well as our timeshare business from Hilton Worldwide to form two additional new publicly traded companies.

revenues and other revenues, where applicable.

We also earn fees when certain franchise agreements are terminated early or there is a change in ownership.

We expect the sales of timeshare intervals developed by third parties and resort operations to comprise a growing percentage of our timeshare revenue, and revenues derived from the sale of timeshare intervals developed by us to comprise a smaller percentage of our timeshare revenue in future periods, consistent with our strategy to focus our business on the management aspects and deploy less of our capital to asset construction.

| • | Fixed expenses. Many of the expenses associated with managing, franchising and owning hotels and timeshare resorts are relatively fixed. These expenses include personnel costs, rent, property taxes, insurance and utilities. If we are unable to decrease these costs significantly or rapidly when demand for our hotels and other properties decreases, the resulting decline in our revenues can have an adverse effect on our net cash flow, margins and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth. Economic downturns generally affect the results of our owned and leased hotel segment more significantly than the results of our management and franchising segments due to the high fixed costs associated with operating an owned or leased hotel. The effectiveness of any cost-cutting efforts is limited by the fixed costs inherent in our business. As a result, we may not be able to offset revenue reductions through cost cutting. Employees at some of our owned and leased hotels are parties to collective bargaining agreements that may also limit our ability to make timely staffing or labor changes in response to declining revenues. In addition, any efforts to reduce costs, or to defer or cancel capital improvements, could adversely affect the economic value of our hotels and brands. We have taken steps to reduce our fixed costs to levels we feel are appropriate to maximize profitability and respond to market conditions without jeopardizing the overall customer experience or the value of our hotels or brands. Also, a significant portion of our costs to support our timeshare business relates to direct sales and marketing of these units. In periods of decreased demand for timeshare intervals, we may be unable to reduce our sales and marketing expenses quickly enough to prevent a deterioration of our profit margins on our timeshare business. |

Average Daily Rate

Revenue per Available Room

EBITDA, presented herein, is a financial measure that is not recognized under U.S. generally accepted accounting principles ("GAAP") that reflects net income attributable to Hilton stockholders, excluding interest expense, a provision for income taxes and depreciation and amortization.

We consider EBITDA to be a useful measure of operating performance, due to the significance of our long-lived assets and level of indebtedness.

Adjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings/retirements; (iv) non-cash impairment losses; (v) furniture, fixtures and equipment ("FF&E") replacement reserves required under certain lease agreements; (vi) reorganization costs; (vii) share-based and certain other compensation expenses; (viii) severance, relocation and other expenses; and (ix) other items.

To align with management's view of allocating resources and assessing the performance of our segments and to facilitate comparisons with our competitors, beginning in the first quarter of 2015, Adjusted EBITDA excluded all share-based compensation expense, not just share-based compensation expense recognized in connection with equity issued prior to and in connection with our initial public offering.

We have applied this change in the definition to historical results presented to allow for comparability.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Middle East and Africa | | | | | | | |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | $ | 4,233 | | | $ | 4,239 | | | (0.1) |

| Increase (decrease) year over year | $ | 187 | | | $ | (193 | ) |

| Foreign currency effect(1) | — | | | | 214 | | |

| Increase excluding the effect of foreign currency, acquisitions and disposals | $ | 106 | | | $ | 101 | |

| (1) | Unfavorable movements were a result of the strengthening of the USD compared to that of currencies primarily in the Europe and Asia Pacific regions, where the majority of our owned and leased hotels outside of the U.S. are located. |

As of December 31, 2015, we had 45 consolidated owned and leased hotels located in the U.S., comprising 27,072 rooms.

As of December 31, 2015, we had 84 consolidated owned and leased hotels located outside of the U.S., comprising 24,205 rooms.

Management and franchise fees and other

On a currency neutral basis, our management fees and franchise fees increased $27 million (7.4 percent) and $207 million (22.6 percent), respectively.

These increases were a result of increased RevPAR of 6.3 percent and 5.2 percent at our comparable hotels, respectively, which resulted from increases in both occupancy and ADR.

The increase in management fees and franchise fees was also a result of the addition of new managed and franchised properties to our portfolio, which are not included in our comparable hotels and contributed $11 million and $50 million, respectively, of increased fees on a currency neutral basis.

Interest rates on our variable-rate debt discussed below are based on one-month and three-month LIBOR, so we are most vulnerable to changes in [removed: this rate.][added: these rates.]

Refer to Note [removed: 15: "Derivative Instruments and Hedging Activities"] [added: 16: "Fair Value Measurements"] in our [added: audited] consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of the [removed: derivative instruments.][added: fair value measurements of our financial assets and liabilities.]

The following table sets forth the contractual maturities and the total fair values as of December 31, [removed: 2015] [added: 2016] for our financial instruments that are materially affected by interest rate risk:

| | [removed: 2016 | | | |] 2017 | | | | 2018 | | | | 2019 | | | | 2020 | | | | [added: 2021 | | | |] Thereafter | | | | Carrying Value | | | | Fair Value | | |

| Average interest rate(1) | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 11.88] [added: 11.98] | | % | | | | |

| Average interest rate(1) | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4.95] [added: 4.77] | | % | | | | |

| Average interest rate(1) | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 3.43] [added: 3.12] | | % | | | | |

| Average interest rate(1) | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1.27] [added: 1.96] | | % | | | | |

| (1) | Average interest rate as of December 31, [removed: 2015.] [added: 2016.] |

| (2) | Excludes capital lease obligations with a carrying value of [removed: $57] [added: $242] million [added: and debt of certain consolidated VIEs with a carrying value of $33 million] as of December 31, [removed: 2015.] [added: 2016.] |

| (4) | [removed: We have assumed all extensions, which] [added: For maturity date extensions that] are solely at our option, [added: we assumed they] were exercised. |

As of December 31, [removed: 2015,] [added: 2016,] our largest net exposures were to the euro, [removed: British pound, Singapore dollar, Canadian dollar] [added: GBP] and [removed: Australian dollar.][added: AUD.]

As of December 31, [removed: 2015,] [added: 2016,] we held [removed: 35] [added: 68] short-term foreign exchange forward contracts with a total notional amount of [removed: $144] [added: $326] million.

| Fixed-rate timeshare financing receivables | $ | 152 | | | $ | 132 | | | $ | 133 | | | $ | 134 | | | $ | 130 | | | $ | 471 | | | $ | 1,152 | | | $ | 1,153 | |

| Fixed-rate long-term debt(2)(3) | $ | 54 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,481 | | | $ | 3,430 | | | $ | 4,965 | | | $ | 5,037 | |

| Fixed-rate timeshare debt(3) | $ | 73 | | | $ | 50 | | | $ | 36 | | | $ | 46 | | | $ | 39 | | | $ | — | | | $ | 244 | | | $ | 246 | |

| Variable-rate long-term debt(3)(4) | $ | 35 | | | $ | 35 | | | $ | 35 | | | $ | 776 | | | $ | 931 | | | $ | 3,066 | | | $ | 4,878 | | | $ | 4,987 | |

| Variable-rate timeshare debt | $ | — | | | $ | — | | | $ | 450 | | | $ | — | | | $ | — | | | $ | — | | | $ | 450 | | | $ | 450 | |

| (3) | Carrying value includes unamortized deferred financing costs and discounts. |

Under the terms of the CMBS Loan, we are required to hedge interest rate risk using derivative instruments.

As such, we entered into an interest rate cap agreement in the notional amount of the variable-rate component, or $862 million, which caps one-month LIBOR at 6.9 percent and expires in November 2016.

In conjunction with the Bonnet Creek Loan, we entered into

one interest rate cap in the notional amount of $338 million that expires in May 2016 and caps one-month LIBOR at 3.0 percent.

As of December 31, 2015, the fair value of these interest rate caps were immaterial to our consolidated balance sheet.

Additionally, in October 2013, we entered into four interest rate swap agreements for a combined notional amount of $1.45 billion, with a term of five years, which swapped the floating three-month LIBOR on a portion of the Term Loans to a fixed rate of 1.87 percent.

The fair value of these four interest rate swaps was $15 million and included in other liabilities in our balance sheet as of December 31, 2015.

| Fixed-rate timeshare financing receivables | $ | 141 | | | $ | 129 | | | $ | 131 | | | $ | 129 | | | $ | 125 | | | $ | 427 | | | $ | 1,082 | | | $ | 1,080 | |

| Fixed-rate long-term debt(2) | $ | 104 | | | $ | 54 | | | $ | 2,625 | | | $ | — | | | $ | — | | | $ | 1,500 | | | $ | 4,283 | | | $ | 4,382 | |

| Fixed-rate non-recourse debt(3) | $ | 111 | | | $ | 65 | | | $ | 48 | | | $ | 38 | | | $ | 30 | | | $ | 64 | | | $ | 356 | | | $ | 356 | |

| Variable-rate long-term debt(4) | $ | 5 | | | $ | 8 | | | $ | 802 | | | $ | 428 | | | $ | 4,225 | | | $ | 30 | | | $ | 5,498 | | | $ | 5,504 | |

| Variable-rate non-recourse debt(5) | $ | — | | | $ | 150 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 150 | | | $ | 150 | |

| | |

| --- | --- |

| (3) | Represents the Securitized Timeshare Debt. |

| (5) | Represents the Timeshare Facility. |

Refer to Note 16: "Fair Value Measurements" in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further discussion of the fair value measurements of our financial assets and liabilities.

Hilton [removed: Worldwide] is one of the largest and fastest growing hospitality companies in the world, with [removed: 4,610] [added: 4,922] hotels, resorts and timeshare properties comprising [removed: 758,502] [added: 804,097] rooms in [removed: 100] [added: 104] countries and territories as of December 31, [removed: 2015.][added: 2016.]

Our premier brand portfolio [removed: includes] [added: includes:] our luxury and lifestyle hotel brands, Waldorf Astoria Hotels & Resorts, Conrad Hotels & Resorts and Canopy by [removed: Hilton,] [added: Hilton;] our full service hotel brands, Hilton Hotels & Resorts, Curio - A Collection by Hilton, DoubleTree by Hilton and Embassy Suites by [removed: Hilton,] [added: Hilton;] our focused service hotel brands, Hilton Garden Inn, Hampton by Hilton, [added: Tru by Hilton,] Homewood Suites by Hilton and Home2 Suites by [removed: Hilton,] [added: Hilton;] our timeshare brand, Hilton Grand [removed: Vacations,] [added: Vacations;] and our new [removed: focused] [added: full] service [removed: midscale] brand, [removed: Tru] [added: Tapestry Collection] by Hilton, launched in January [removed: 2016.][added: 2017.]

[removed: More] [added: As of December 31, 2016, more] than [removed: 164,000] [added: 169,000] employees [removed: proudly serve] [added: served] in our managed, owned, leased and timeshare properties and corporate offices around the world, and we [removed: have] [added: had] approximately [removed: 51] [added: 60] million members in our award-winning customer loyalty program, Hilton [removed: HHonors.][added: Honors.]

[removed: We operate] [added: During the year ended December 31, 2016, we operated] our business through three segments: [removed: (1)] [added: (i)] ownership; [removed: (2)] [added: (ii)] management and franchise; and [removed: (3)] [added: (iii)] timeshare.

Through our management and franchise segment, which [removed: consists] [added: consisted] of [removed: 4,419] [added: 4,734] hotels with [removed: 691,887] [added: 738,724] rooms as of December 31, [removed: 2015,] [added: 2016,] we [removed: manage] [added: managed] hotels, resorts and timeshare properties owned by third parties and we license our brands to franchisees.

Through our timeshare segment, which [removed: consists] [added: consisted] of [removed: 45] [added: 47] properties comprising [removed: 7,152] [added: 7,657] units as of December 31, [removed: 2015,] [added: 2016,] we [removed: market] [added: marketed] and [removed: sell] [added: sold] timeshare intervals; [removed: operate] [added: operated] timeshare resorts and a timeshare membership club; and [removed: provide] [added: provided] consumer financing.

In addition to our current hotel portfolio, we are focused on the growth of our business through expanding our share of the global lodging industry through our development pipeline, which [removed: includes over 266,000 rooms, all in our management and franchise segment,] [added: as of December 31, 2016 included approximately 310,000 rooms] scheduled to be opened in the [removed: future.][added: future, over 99 percent of which are within our management and franchise segment.]

As of December 31, [removed: 2015, approximately 134,000] [added: 2016, over 157,000] rooms, representing [removed: over] half of our development pipeline, were under construction.

Overall, we believe that our experience in the hotel industry and strong, well-defined brands that operate throughout the lodging industry chain scales and commercial service offerings will continue to drive customer loyalty, including participation in our Hilton [removed: HHonors] [added: Honors] loyalty program.

We believe that our existing portfolio and development pipeline, which will require minimal [removed: initial] capital investment from us, put us in a strong position to further improve our business and serve our customers in the future.

| [removed: ] [added: ] | | Luxury | | 12 | | [removed: 25] [added: 26] | | [removed: 10,303] [added: 10,203] | | [removed: 1.4%] [added: 1.3%] | | [removed: Ritz Carlton,] Four Seasons, [added: Mandarin Oriental,] Peninsula, [added: Ritz Carlton,] St. [removed: Regis, Mandarin Oriental] [added: Regis] |

| [removed: ] [added: ] | | Luxury | | [removed: 18] [added: 22] | | [removed: 23] [added: 29] | | [removed: 7,785] [added: 9,554] | | [removed: 1.0%] [added: 1.2%] | | [removed: Park Hyatt, Sofitel,] [added: Fairmont,] Intercontinental, JW Marriott, [removed: Fairmont] [added: Park Hyatt, Sofitel] |

| [removed: ] [added: ] | | Lifestyle | | [removed: —] [added: 1] | | [removed: —] [added: 1] | | [removed: —] [added: 112] | | [removed: N/A] [added: —%] | | [removed: Kimpton, Le Meridien,] Hyatt Centric, Joie De [removed: Vivre] [added: Vivre, Kimpton, Le Meridien] |

| [removed: ] [added: ] | | Upper Upscale | | 85 | | [removed: 572] [added: 570] | | [removed: 206,635] [added: 208,762] | | [removed: 27.2%] [added: 26.0%] | | [removed: Marriott, Sheraton,] Hyatt Regency, [added: Marriott,] Radisson Blu, Renaissance, [removed: Westin, Sofitel] [added: Sheraton, Sofitel, Westin] |

| [removed: ] [added: ] | | Upper Upscale | | [removed: 4] [added: 7] | | [removed: 18] [added: 31] | | [removed: 4,704] [added: 7,242] | | [removed: 0.6%] [added: 0.9%] | | Autograph Collection, Luxury Collection, [removed: Ascend Collection,] Tribute [added: Portfolio] |

| [removed: ] [added: ] | | Upscale | | [removed: 38] [added: 41] | | [removed: 457] [added: 494] | | [removed: 110,772] [added: 117,699] | | 14.6% | | [removed: Sheraton,] Crowne Plaza, [removed: Wyndham, Radisson,] [added: Delta,] Holiday Inn, [added: Hyatt, Radisson,] Renaissance, [removed: Delta, Hyatt] [added: Sheraton] |

| [removed: ] [added: ] | | Upper Upscale | | 6 | | [removed: 225] [added: 232] | | [removed: 53,284] [added: 54,589] | | [removed: 7.0%] [added: 6.8%] | | [removed: Renaissance, Sheraton,] Hyatt, [added: Renaissance,] Residence [removed: Inn] [added: Inn, Sheraton] |

| [removed: ] [added: ] | | Upscale | | [removed: 26] [added: 33] | | [removed: 668] [added: 717] | | [removed: 94,031] [added: 102,786] | | [removed: 12.4%] [added: 12.8%] | | [added: Aloft,] Courtyard, [added: Four Points,] Holiday Inn, Hyatt Place, [removed: Novotel, Aloft, Four Points] [added: Novotel] |

| [removed: ] [added: ] | | Upper Midscale | | [removed: 20] [added: 19] | | [removed: 2,108] [added: 2,221] | | [removed: 210,372] [added: 223,114] | | 27.7% | | [added: AmericInn, Comfort Inn,] Fairfield Inn, Holiday Inn Express, [removed: Comfort Inn, La Quinta Inns, Wyngate, AmericInn] [added: Wingate] |

| [removed: ] [added: ] | | Upscale | | 3 | | [removed: 387] [added: 418] | | [removed: 43,401] [added: 47,104] | | [removed: 5.7%] [added: 5.9%] | | [removed: Residence Inn,] [added: Element,] Hyatt House, [removed: Staybridge] [added: Residence Inn, SpringHill] Suites, [removed: Candlewood] [added: Staybridge] Suites |

| [removed: ] [added: ] | | Upper Midscale | | [removed: 3] [added: 2] | | [removed: 73] [added: 129] | | [removed: 7,600] [added: 13,349] | | [removed: 1.0%] [added: 1.7%] | | Candlewood Suites, [removed: Towne Place Suites,] Hawthorn [added: Suites, TownePlace] Suites |

| [removed: ] [added: ] | | Timeshare | | [removed: 4] [added: 3] | | [removed: 45] [added: 47] | | [removed: 7,152] [added: 7,657] | | [removed: 0.9%] [added: 1.0%] | | [added: Hyatt Residence,] Marriott Vacation Club, [removed: Starwood Vacation Ownership, Hyatt Residence,] [added: Vistana Signature Experiences,] Wyndham Vacations Resorts |

Waldorf Astoria Hotels & Resorts: What began as an iconic hotel in New York City is today a portfolio of [removed: 25] [added: 26] luxury hotels and resorts.

Conrad Hotels & Resorts: Conrad is a global luxury brand of [removed: 23] [added: 29] properties offering guests personalized experiences with sophisticated, locally inspired surroundings and an intuitive service model based on customization and control, as demonstrated by the Conrad Concierge mobile application that enables guest control of on-property amenities and services.

Canopy [added: by Hilton: Canopy by Hilton] represents an energizing, new hotel in the neighborhood offering simple, guest-directed service, thoughtful local choices and comfortable spaces.

As of [removed: December] [added: January] 31, [removed: 2015, 28] [added: 2017, Canopy had 35] properties [removed: were] in the pipeline or in various states of approval.

Hilton Hotels & Resorts: Hilton is our global flagship brand and ranks number one for global brand awareness in the hospitality industry, with [removed: 572] [added: 570] hotels and resorts in 85 countries and territories across six continents.

Curio is made up of a collection of hand-picked hotels that retain their unique identity but are able to leverage the many benefits of the Hilton [removed: Worldwide] global platform, including our common reservation and customer care service and Hilton [removed: HHonors] [added: Honors] guest loyalty program.

DoubleTree's [removed: 457] [added: 494 open] hotels and resorts are united by the brand’s CARE ("Creating a Rewarding Experience") culture and its iconic warm chocolate chip cookie served at check-in.

Embassy Suites by Hilton: Embassy Suites by Hilton comprises [removed: 225] [added: 232] upper upscale, all-suite hotels that feature two-room guest suites with a separate living room and dining/work area, a complimentary cooked-to-order breakfast and complimentary evening receptions every night.

Hilton Garden Inn: Hilton Garden Inn is our award-winning, upscale brand with [removed: 668] [added: 717] hotels that strives to ensure today’s busy travelers have what they need to be productive on the road.

Across our over [removed: 2,100] [added: 2,200] Hampton locations around the world, guests receive free hot breakfast and free high-speed internet access, all for a great price and all supported by the 100% Hampton Guarantee.

The first property is expected to open [removed: in] [added: by] the [removed: fourth] [added: third] quarter of [removed: 2016.][added: 2017.]

Homewood Suites by Hilton: Homewood Suites by Hilton [removed: are] [added: is] our upscale, extended-stay [removed: hotels] [added: hotel] that [removed: feature] [added: features] residential style accommodations including business centers, swimming pools, convenience stores and limited meeting facilities.

These [removed: 387] [added: 418] hotels provide the touches, familiarity and comforts of home so that extended-stay travelers can feel at home on the road.

Home2 Suites by Hilton: Home2 Suites by Hilton [removed: are] [added: is our] upper midscale [removed: hotels] [added: hotel] that [removed: provide] [added: provides] a modern and savvy option to budget conscious extended-stay travelers.

Each of the brand's [removed: 73] [added: 129] hotels, [removed: 28] [added: 57] of which were opened in [removed: 2015,] [added: 2016,] offers complimentary continental breakfast, integrated laundry and exercise facility, recycling and sustainability initiatives and a pet-friendly policy.

During [removed: 2015, 143] [added: 2016, 121] properties were added to our pipeline, and as of [removed: December] [added: January] 31, [removed: 2015, 297] [added: 2017, 476] properties were in the pipeline or in various states of approval.

Hilton Grand Vacations: Hilton Grand Vacations [removed: ("HGV")] is our timeshare brand.

Each of [removed: our 45 club] [added: the 47 Hilton Grand Vacations] properties provides a distinctive setting, while signature elements remain consistent, such as high-quality guest service, spacious units and extensive on-property amenities.

Our ownership segment consisted of 141 hotels with 57,716 rooms as of

December 31, 2016 in which we had an ownership interest or lease.

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

The spin-offs were completed via a distribution to each of Hilton's stockholders of record, as of the close of business on December 15, 2016, of 100 percent of the outstanding common stock of Park and HGV.

Each Hilton stockholder received one share of Park common stock for every five shares of Hilton common stock and one share of HGV common stock for every 10 shares of Hilton common stock.

Both Park and HGV have their common stock listed on the New York Stock Exchange ("NYSE") under the symbols "PK" and "HGV," respectively.

Unless otherwise stated herein, this Annual Report on Form 10-K presents our business and results of operations as of and for the historical periods presented, without giving effect to the spin-offs and based on the three segments we operated our business through prior to closing the spin-offs.

Refer to pro forma financial information included in our Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on January 4, 2017 for the historical results of operations and performance of Hilton giving effect to the spin-offs, and refer to the Registration Statements on Form 10 of Park and HGV and their subsequent periodic reports filed with the SEC for their respective historical financial results.

Additionally, refer to our press release on our fourth quarter and full year 2016 results for pro forma financial information for the year ended December 31, 2016, included in our Current Report on Form 8-K filed with the SEC on February 15, 2017.

Neither the Registration Statements on Form 10 of Park and HGV, their subsequent periodic and other reports filed with the SEC, nor the pro forma financial information included in our Current Reports on Form 8-K filed on January 4, 2017 and February 15, 2017 are incorporated by reference herein.

On January 3, 2017, we completed a 1-for-3 reverse stock split of Hilton's outstanding common stock (the "Reverse Stock Split").

The authorized number of shares of common stock was reduced from 30,000,000,000 to 10,000,000,000, and the authorized number of shares of preferred stock remains 3,000,000,000.

All share and share-related information presented in this Annual Report on Form 10-K have been retroactively adjusted to reflect the decreased number of shares resulting from the Reverse Stock Split.

| | | | | December 31, 2016 | | | | | | | | |

|  | | Upscale | | — | | — | | — | | N/A | | Ascend Collection, Best Western Premier, Tribute Portfolio |

|  | | Midscale | | — | | — | | — | | N/A | | Best Western, Comfort Inn, Fairfield Inn, La Quinta, Ramada |

| (1) | The table above excludes seven unbranded properties with 1,926 rooms, representing approximately 0.1 percent of total rooms. HGV has exclusive right to use our Hilton Grand Vacations brand, subject to the terms of a license agreement with us. |

In July 2016, the first Canopy opened in Reykjavik, Iceland.

As of January 31, 2017, Curio had 110 properties in the pipeline or in various states of approval.

Tapestry Collection by Hilton: Tapestry Collection by Hilton, our newest brand, is a curated portfolio of original hotels in the upscale hotel segment that have recognizable features distinct to each hotel.

Tapestry guests are looking for new experiences and choose to stay where they can expect to never see the same thing twice.

Travelers can book an independent and reliable stay with confidence knowing these hotels are backed by the Hilton name and the award winning Hilton Honors program.

As of January 31, 2017, Tapestry Collection by Hilton had commitments for seven properties.

Tru by Hilton: Tru by Hilton is a new brand designed to be a game changer in the midscale segment.

Tru was built from a belief that being cost conscious and having a great stay do not have to be mutually exclusive.

By focusing on the brand's three key tenets of simplified, spirited and grounded in value, every detail of the property is crafted for operational efficiency and to

drive increased guest satisfaction - from the activated, open lobby to the efficiently designed bedrooms.

As of January 31, 2017, Tru had 383 properties in the pipeline or in various states of approval.

The first property is expected to open in the second quarter of 2017.

| U.S. | 4 | | | 1,174 | | | 9 | | | 5,403 | | | — | | | — | | | 13 | | | 6,577 | |

| U.S. | — | | | — | | | 4 | | | 1,316 | | | — | | | — | | | 4 | | | 1,316 | |

| Asia Pacific | — | | | — | | | 14 | | | 4,320 | | | 2 | | | 776 | | | 16 | | | 5,096 | |

| Canopy by Hilton | | | | | | | | | | | | | | | | | | | | | | | |

| Europe | — | | | — | | | — | | | — | | | 1 | | | 112 | | | 1 | | | 112 | |

| U.S. | 25 | | | 23,089 | | | 37 | | | 23,895 | | | 179 | | | 54,032 | | | 241 | | | 101,016 | |

| Americas (excluding U.S.) | 3 | | | 1,668 | | | 22 | | | 7,432 | | | 18 | | | 5,810 | | | 43 | | | 14,910 | |

| Europe | 68 | | | 17,695 | | | 44 | | | 14,912 | | | 31 | | | 8,510 | | | 143 | | | 41,117 | |

| Middle East and Africa | 6 | | | 2,279 | | | 45 | | | 13,968 | | | 1 | | | 411 | | | 52 | | | 16,658 | |

| Asia Pacific | 7 | | | 3,403 | | | 77 | | | 28,832 | | | 7 | | | 2,826 | | | 91 | | | 35,061 | |

| U.S. | 1 | | | 224 | | | 1 | | | 1,000 | | | 22 | | | 4,921 | | | 24 | | | 6,145 | |

Our flagship full service Hilton Hotels & Resorts brand is the most recognized hotel brand in the world.

These complementary business segments enable us to capitalize on our strong brands, global market presence and significant operational scale.

Our ownership segment consists of 146 hotels with 59,463 rooms as of December 31, 2015 in which we have an ownership interest or lease.

In February 2016, we announced a plan to separate a substantial portion of our ownership business, consisting primarily of our owned hotels located in the U.S., as well as our timeshare business from Hilton to form two additional new publicly traded companies.

| | | | | December 31, 2015 | | | | | | | | |

| (1) | The table above excludes nine unbranded properties with 2,463 rooms, representing approximately 0.5 percent of total rooms. The table also excludes our new midscale brand, Tru by Hilton, which launched in January 2016. |

Canopy by Hilton: Canopy by Hilton represents a new hotel concept that has defined a more accessible lifestyle category, targeting the upper upscale price point segment.

The first Canopy hotel is expected to open in March 2016.

As of December 31, 2015, Curio had 18 properties open, contributing 4,704 rooms to our portfolio, and 66 properties were in the pipeline or in various states of approval.

Tru by Hilton: Tru by Hilton is a new midscale brand, launched in January 2016, designed to attract a cross-generation of travelers who share a desire for human connection.

Tru by Hilton embraces the value-conscious traveler, offering a back-to-basics experience.

Each property will include lively social spaces in a large, first floor lobby with a work, play and eat zone, all with a unique personality.

As of February 16, 2016, Tru by Hilton had commitments for 163 properties.

| U.S. | 4 | | | 1,148 | | | 8 | | | 5,523 | | | — | | | — | | | 12 | | | 6,671 | |

| U.S. | — | | | — | | | 3 | | | 1,029 | | | — | | | — | | | 3 | | | 1,029 | |

| Asia Pacific | — | | | — | | | 11 | | | 3,417 | | | 1 | | | 636 | | | 12 | | | 4,053 | |

| U.S. | 25 | | | 23,143 | | | 40 | | | 24,042 | | | 173 | | | 52,622 | | | 238 | | | 99,807 | |

| Americas (excluding U.S.) | 3 | | | 1,836 | | | 23 | | | 7,656 | | | 19 | | | 5,994 | | | 45 | | | 15,486 | |

| Europe | 69 | | | 17,927 | | | 57 | | | 16,650 | | | 28 | | | 7,879 | | | 154 | | | 42,456 | |

| Asia Pacific | 7 | | | 3,380 | | | 68 | | | 25,652 | | | 8 | | | 2,982 | | | 83 | | | 32,014 | |

| U.S. | 1 | | | 224 | | | 1 | | | 998 | | | 12 | | | 2,679 | | | 14 | | | 3,901 | |

| Europe | — | | | — | | | — | | | — | | | 1 | | | 278 | | | 1 | | | 278 | |

| U.S. | 11 | | | 4,264 | | | 28 | | | 8,276 | | | 274 | | | 65,848 | | | 313 | | | 78,388 | |

| Europe | — | | | — | | | 11 | | | 3,456 | | | 56 | | | 9,665 | | | 67 | | | 13,121 | |

| U.S. | 10 | | | 2,523 | | | 34 | | | 9,154 | | | 173 | | | 39,702 | | | 217 | | | 51,379 | |

| Americas (excluding U.S.) | — | | | — | | | 3 | | | 623 | | | 5 | | | 1,282 | | | 8 | | | 1,905 | |

| U.S. | 2 | | | 290 | | | 4 | | | 430 | | | 569 | | | 77,887 | | | 575 | | | 78,607 | |

| Americas (excluding U.S.) | — | | | — | | | 7 | | | 948 | | | 28 | | | 4,371 | | | 35 | | | 5,319 | |

| Europe | — | | | — | | | 18 | | | 3,306 | | | 27 | | | 4,453 | | | 45 | | | 7,759 | |

| U.S. | 1 | | | 130 | | | 50 | | | 6,178 | | | 1,927 | | | 186,943 | | | 1,978 | | | 193,251 | |

| Americas (excluding U.S.) | — | | | — | | | 11 | | | 1,416 | | | 77 | | | 9,164 | | | 88 | | | 10,580 | |

| Europe | — | | | — | | | 10 | | | 1,537 | | | 30 | | | 4,630 | | | 40 | | | 6,167 | |

| U.S. | — | | | — | | | 25 | | | 2,687 | | | 345 | | | 38,791 | | | 370 | | | 41,478 | |

| Americas (excluding U.S.) | — | | | — | | | 2 | | | 224 | | | 15 | | | 1,699 | | | 17 | | | 1,923 | |

| U.S. | — | | | — | | | — | | | — | | | 71 | | | 7,376 | | | 71 | | | 7,376 | |

| Americas (excluding U.S.) | — | | | — | | | 1 | | | 97 | | | 1 | | | 127 | | | 2 | | | 224 | |

| Other | 3 | | | 1,054 | | | 3 | | | 957 | | | 3 | | | 452 | | | 9 | | | 2,463 | |

| Lodging | 146 | | | 59,463 | | | 544 | | | 158,848 | | | 3,875 | | | 533,039 | | | 4,565 | | | 751,350 | |

| Total | 146 | | | 59,463 | | | 589 | | | 166,000 | | | 3,875 | | | 533,039 | | | 4,610 | | | 758,502 | |

| (1) | Includes properties owned or leased by entities in which we own a noncontrolling interest. |

For the fiscal year ended December 31, [removed: 2015][added: 2016]

As of June 30, [removed: 2015,] [added: 2016,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $14,679] [added: $11,751] million (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).

The number of shares of common stock outstanding on February [removed: 19, 2016] [added: 8, 2017] was [removed: 987,873,503.][added: 329,731,387.]

Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the registrant's definitive proxy statement relating to its [removed: 2016] [added: 2017] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant's fiscal year.

YEAR ENDED DECEMBER 31, [removed: 2015][added: 2016]

| | Forward-Looking Statements | [removed: [2](#s258110AA3FF9592DA08543A1ED9965F3)] [added: [2](#s020131F1E44E504F8BDFB8895C94DAD2)] |

| | Terms Used in this Annual Report on Form 10-K | [removed: [2](#s258110AA3FF9592DA08543A1ED9965F3)] [added: [2](#s020131F1E44E504F8BDFB8895C94DAD2)] |

| Item 1. | Business | [removed: [2](#s258110AA3FF9592DA08543A1ED9965F3)] [added: [2](#s020131F1E44E504F8BDFB8895C94DAD2)] |

| Item 1A. | Risk Factors | [removed: [12](#s6D703FE4FD9355C4A96828F3DD4C2FD5)] [added: [13](#sA38A8698242B540E87962BBCB22C6AB6)] |

| Item 1B. | Unresolved Staff Comments | [removed: [35](#s876C6F77D1155953AB5C512F303CF9C6)] [added: [34](#sF14047BD2809517EB015C042AEC79E34)] |

| Item 2. | Properties | [removed: [36](#sD5F4FA4386C055C2A352F9263247BAE4)] [added: [35](#s72F6D204BBE254D4AAF916C405B127DE)] |

| Item 3 | Legal Proceedings | [removed: [39](#s177648184CDF5353A7358827E2E83501)] [added: [38](#s7F127E0CC34E5155A0A0BC0E6A46830F)] |

| Item 4. | Mine Safety Disclosures | [removed: [40](#s2485538B6CF7572D8E67C1FD9DBFCD9B)] [added: [38](#s829F8FF2AA925CAFBE7C1ED4C9050768)] |

| | Equity Securities | [removed: [41](#s7AA92C194ACB5A5BA569387F43CBC9D6)] [added: [39](#sF9AABD4BEE7E5CF7A7F484BC8BBB95AB)] |

| Item 6. | Selected Financial Data | [removed: [43](#s2BD1D31F53155DCE97AD44D793BBA5EA)] [added: [41](#s5AA0E3B34C715AD38C87034176DA9AB4)] |

| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | [removed: [45](#s6AEC865AEF8058FD8E55750BAD1CE3E1)] [added: [42](#s7288BE4FFD0758F4B377678B1B403218)] |

| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | [removed: [71](#s83F9E556A9D4559A822B32310829D158)] [added: [68](#s247DD120F34F5CD48DFA7393599D1875)] |

| Item 8 | Financial Statements and Supplementary Data | [removed: [73](#s3F1C2F6403D75FAA8983E3644094A262)] [added: [69](#sC27C37933A215B6E944501FC5EFBE86A)] |

| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | [removed: [132](#s750E3F0D402A5A36B63F0091BECBD41F)] [added: [127](#sDC2AE91D571859A184BDDCBC8CA845F2)] |

| Item 9A. | Controls and Procedures | [removed: [132](#sFA5A37021E06540EA059BB09E6DBDCAA)] [added: [127](#s0362224A9A1D575D9F2D5FF313660374)] |

| Item 9B. | Other Information | [removed: [132](#s1B6210AA3EA55F4096437BA53A078EC2)] [added: [127](#sF7D2FC8C23275F5ABB9A0BFA2C355D15)] |

| Item 10. | Directors, Executive Officers and Corporate Governance | [removed: [133](#s2363C5D3F9485D2E98C540A889B2A4FD)] [added: [128](#s0B2B07CB63ED5CD8AC4F7D3B5CCF906E)] |

| Item 11. | Executive Compensation | [removed: [133](#s93B3730C16D457D693B195A412959E4A)] [added: [128](#sECA316A1F43A58BEBD6308A99090E637)] |

| Item 13. | Certain Relationships and Related Transactions, and Director Independence | [removed: [133](#sD901618DD085532D9AEE4DA5B7C8989A)] [added: [128](#sD98AD54E41AD5F9F910FD06D6F262710)] |

| Item 14. | Principal Accounting Fees and Services | [removed: [133](#s71C107A7DE2051CF9A328753ADA430F6)] [added: [128](#s9055C6D3E8B05E4E943809602B6329A8)] |

| Item 15. | Exhibits and Financial Statement Schedules | [removed: [134](#s57682E657B9D590AB22DB78288560CD6)] [added: [129](#s8F70488EF8EE540BA6F4E83DA83AEF88)] |

These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, the [removed: proposed spin-offs] [added: spin-off transactions] and other non-historical statements.

In some cases, you can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," [removed: "approximately,"] "projects," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words.

Such forward-looking statements are subject to various risks and uncertainties, including, among others, risks inherent to the hospitality industry, macroeconomic factors beyond our control, competition for hotel guests, management and franchise [removed: agreements and timeshare sales,] [added: agreements,] risks related to doing business with third-party hotel owners, [removed: our significant investments in owned and leased real estate,] performance of our information technology systems, growth of reservation channels outside of our system, risks of doing business outside of the United States of America ("U.S."), risks related to our [removed: proposed] spin-offs and our indebtedness.

Except where the context requires otherwise, references in this Annual Report on Form 10-K to "Hilton," [removed: "Hilton Worldwide,"] "the Company," "we," "us" and "our" refer to Hilton Worldwide Holdings Inc., together with its consolidated subsidiaries.

Of these hotels, resorts and rooms, a portion are directly owned or leased by us or joint ventures in which we have an [removed: interest] [added: interest,] and the remaining hotels, resorts and rooms are owned by [removed: our] third-party owners.

Reference to [removed: "ADR" or] "Average Daily Rate" [added: or "ADR"] means hotel room revenue divided by total number of room nights sold in a given period and [removed: "RevPAR" or] "Revenue per Available Room" [added: or "RevPAR"] represents hotel room revenue divided by room nights available to guests for a given period.

Reference to "Adjusted EBITDA" means earnings before interest expense, taxes and depreciation and [removed: amortization] [added: amortization,] or "EBITDA," further adjusted to exclude certain items.

10-K 1 a2016hwh10-knospin.htm 10-K

| PART III | | [128](#s0B2B07CB63ED5CD8AC4F7D3B5CCF906E) |

| | Matters | [128](#s2C7A24DAB87F5E21AF281ECA89406A5F) |

| Item 16. | Form 10-K Summary | [133](#s780e3cbf56a64bfabc1c1fa1176c199d) |

| | Signatures | [134](#s38ED5EA5E660578EA96CFED82406A43B) |

10-K 1 a2015hwh10-k.htm 10-K

| PART III | | [133](#s2363C5D3F9485D2E98C540A889B2A4FD) |

| | Matters | [133](#sEFE0AB256E1651F4BAABF7E130F487B5) |

| | Signatures | [137](#s8C64E88C7B4958C7AE01F9AB21847E8A) |

As of December 31, [removed: 2015,] [added: 2016,] we owned a majority or controlling financial interest in the following 56 hotels, representing [removed: 29,269] [added: 28,931] rooms.

| Waldorf Astoria [removed: Orlando] [added: Orlando(1)] | | Orlando, FL, USA | | 498 | | 100% |

| Casa Marina, A Waldorf Astoria [removed: Resort] [added: Resort(1)] | | Key West, FL, USA | | 311 | | 100% |

| The Reach, A Waldorf Astoria [removed: Resort] [added: Resort(1)] | | Key West, FL, USA | | 150 | | 100% |

| Hilton Hawaiian Village Waikiki Beach [removed: Resort] [added: Resort(1)] | | Honolulu, HI, USA | | 2,860 | | 100% |

| Hilton New [removed: York] [added: York(1)] | | New York, NY, USA | | [removed: 1,985] [added: 1,929] | | 100% |

| Hilton San Francisco Union [removed: Square] [added: Square(1)] | | San Francisco, CA, USA | | 1,919 | | 100% |

| Hilton New Orleans [removed: Riverside] [added: Riverside(1)] | | New Orleans, LA, USA | | 1,622 | | 100% |

| Hilton [removed: Chicago] [added: Chicago(1)] | | Chicago, IL, USA | | 1,544 | | 100% |

| Hilton Waikoloa [removed: Village] [added: Village(1)] | | Waikoloa, HI, USA | | [removed: 1,241] [added: 1,243] | | 100% |

| Hilton Parc [removed: 55] [added: 55(1)] | | San Francisco, CA, USA | | 1,024 | | 100% |

| Hilton Orlando Bonnet [removed: Creek] [added: Creek(1)] | | Orlando, FL, USA | | 1,001 | | 100% |

| Caribe [removed: Hilton] [added: Hilton(1)] | | San Juan, Puerto Rico | | [removed: 915] [added: 747] | | 100% |

| Hilton Chicago O'Hare [removed: Airport] [added: Airport(1)] | | Chicago, IL, USA | | 860 | | 100% |

| Hilton Orlando Lake Buena [removed: Vista] [added: Vista(1)] | | Orlando, FL, USA | | 814 | | 100% |

| Hilton Boston Logan [removed: Airport] [added: Airport(1)] | | Boston, MA, USA | | 599 | | 100% |

| Pointe Hilton Squaw Peak [removed: Resort] [added: Resort(1)] | | Phoenix, AZ, USA | | 563 | | 100% |

| Hilton Miami [removed: Airport] [added: Airport(1)] | | Miami, FL, USA | | 508 | | 100% |

| Hilton Atlanta [removed: Airport] [added: Airport(1)] | | Atlanta, GA, USA | | 507 | | 100% |

| Hilton São Paulo [removed: Morumbi] [added: Morumbi(1)] | | São Paulo, Brazil | | 503 | | 100% |

| Hilton McLean Tysons [removed: Corner] [added: Corner(1)] | | McLean, VA, USA | | 458 | | 100% |

| Hilton Seattle Airport & Conference [removed: Center] [added: Center(1)] | | Seattle, WA, USA | | 396 | | 100% |

| Hilton Oakland [removed: Airport] [added: Airport(1)] | | Oakland, CA, USA | | 360 | | 100% |

| Hilton [removed: Durban] [added: Durban(1)] | | Durban, South Africa | | [removed: 324] [added: 327] | | 100% |

| Hilton New Orleans [removed: Airport] [added: Airport(1)] | | Kenner, LA, USA | | 317 | | 100% |

| Hilton Short [removed: Hills] [added: Hills(1)] | | Short Hills, NJ, USA | | 304 | | 100% |

| Hilton [removed: Blackpool] [added: Blackpool(1)] | | Blackpool, United Kingdom | | [removed: 274] [added: 278] | | 100% |

| Hilton [removed: Rotterdam] [added: Rotterdam(1)] | | Rotterdam, Netherlands | | 254 | | 100% |

| Hilton Chicago/Oak Brook [removed: Suites] [added: Suites(1)] | | Oakbrook Terrace, IL, USA | | 211 | | 100% |

| Hilton [removed: Belfast] [added: Belfast(1)] | | Belfast, United Kingdom | | 198 | | 100% |

| Hilton London Angel [removed: Islington] [added: Islington(1)] | | London, United Kingdom | | [removed: 190] [added: 188] | | 100% |

| Hilton Edinburgh [removed: Grosvenor] [added: Grosvenor(1)] | | Edinburgh, United Kingdom | | 184 | | 100% |

| Hilton [removed: Coylumbridge] [added: Coylumbridge(1)] | | Coylumbridge, United Kingdom | | 175 | | 100% |

| Hilton Bath [removed: City] [added: City(1)] | | Bath, United Kingdom | | 173 | | 100% |

| Hilton [removed: Nuremberg] [added: Nuremberg(1)] | | Nuremberg, Germany | | 152 | | 100% |

| Hilton Milton [removed: Keynes] [added: Keynes(1)] | | Milton Keynes, United Kingdom | | 138 | | 100% |

| Hilton [removed: Sheffield] [added: Sheffield(1)] | | Sheffield, United Kingdom | | 128 | | 100% |

| Juniper Hotel Cupertino, Curio Collection by [removed: Hilton] [added: Hilton(1)] | | Cupertino, CA, USA | | 224 | | 100% |

| DoubleTree by Hilton Washington DC – Crystal [removed: City] [added: City(1)] | | Arlington, VA, USA | | 627 | | 100% |

| DoubleTree by Hilton San [removed: Jose] [added: Jose(1)] | | San Jose, CA, USA | | 505 | | 100% |

| (1) | Owned by Park effective January 3, 2017 as a result of the completion of the spin-offs. |

____________

| (1) | Ownership interest in such property was transferred to Park on January 3, 2017 in connection with the spin-offs. |

____________

| | |

| --- | --- |

| (1) | Leased by Park effective January 3, 2017 in connection with the spin-offs. |

| | |

| --- | --- |

| DoubleTree by Hilton Missoula/Edgewater | | Missoula, MT, USA | | 171 | | 50% |

| Other | | | | | | |

| Kingston Plantation Condos | | Myrtle Beach, SC, USA | | 522 | | 50% |

| Hilton London Hyde Park | | London, United Kingdom | | 132 |

| Other | | | | |

| Scandic Sergel Plaza Stockholm(2) | | Stockholm, Sweden | | 403 |

| The Trafalgar, London | | London, United Kingdom | | 129 |

| (2) | The lease on this property expired at the end of December 31, 2015. |

Market Information [added: and Dividends]

As of December 31, [removed: 2015,] [added: 2016,] there were approximately 35 holders of record of our common stock.

The following table [removed: sets forth] [added: presents] the high and low sales prices for our common stock as reported by the NYSE [added: and the cash dividends we declared] for the [removed: indicated periods:][added: last two fiscal years, adjusted to reflect the Reverse Stock Split, but not the spin-offs:]

| | Stock Price | | | | | | | [added: | Declared per | | |]

| | High | | | | Low | | | [added: | Share | | |]

| Fiscal Year Ended December 31, 2015 | | | | | | | | [added: | | | |]

| Fiscal Year Ended December 31, [removed: 2014] [added: 2016] | | | | | | | | [added: | | | |]

[added: | | | | | | | | | |] Dividends [added: | | |]

[removed: ][added: ]

| | 12/12/2013 | | [added: | |] 12/31/2013 | | [added: | |] 12/31/2014 | | [added: | |] 12/31/2015 | [added: | | | 12/31/2016 | | |]

On January 3, 2017, we completed a 1-for-3 Reverse Stock Split of our outstanding common stock.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| First Quarter | $ | 68.67 | | | $ | 48.48 | | | $ | 0.21 | |

| Second Quarter | 70.80 | | | | 60.75 | | | | 0.21 | | |

| Third Quarter | 73.29 | | | | 66.51 | | | | 0.21 | | |

| Fourth Quarter | 83.85 | | | | 65.40 | | | | 0.21 | | |

| | | | | | | | | | | | |

| First Quarter | $ | 90.18 | | | $ | 73.08 | | | $ | — | |

| Second Quarter | 94.80 | | | | 81.90 | | | | — | | |

| Third Quarter | 85.56 | | | | 62.79 | | | | 0.21 | | |

| Fourth Quarter | 78.81 | | | | 62.73 | | | | 0.21 | | |

| | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| Hilton | $ | 100.00 | | | $ | 103.49 | | | $ | 121.35 | | | $ | 99.53 | | | $ | 128.87 | |

| S&P 500 | 100.00 | | | | 104.10 | | | | 115.96 | | | | 115.12 | | | | 126.10 | | |

| S&P Hotel | 100.00 | | | | 109.17 | | | | 132.84 | | | | 135.47 | | | | 142.45 | | |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| First Quarter | $ | 30.06 | | | $ | 24.36 | |

| Second Quarter | 31.60 | | | | 27.30 | | |

| Third Quarter | 28.52 | | | | 20.93 | | |

| Fourth Quarter | 26.27 | | | | 20.91 | | |

| First Quarter | $ | 23.10 | | | $ | 20.55 | |

| Second Quarter | 23.80 | | | | 20.96 | | |

| Third Quarter | 25.92 | | | | 23.15 | | |

| Fourth Quarter | 26.53 | | | | 20.72 | | |

We paid cash dividends of $0.07 per share on our common stock during the third and fourth quarters of 2015.

We did not declare or pay any dividends during the first and second quarters of 2015, or the years ended December 31, 2014 and 2013.

| Hilton Worldwide | $100.0 | | $103.5 | | $121.3 | | $99.5 |

| S&P 500 | $100.0 | | $104.1 | | $116.0 | | $115.1 |

| S&P Hotel | $100.0 | | $109.2 | | $132.8 | | $135.5 |

We derived the selected statement of operations data for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] and the selected balance sheet data as of December 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We derived the selected statement of operations data for the years ended December 31, [removed: 2012] [added: 2013] and [removed: 2011] [added: 2012] and the selected balance sheet data as of December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] from our audited consolidated financial statements that are not included in this Annual Report on Form 10-K.

| | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Total revenues | [removed: 11,272] [added: $] | [added: 11,663] | | | [removed: 10,502] [added: $] | [added: 11,272] | | | [removed: 9,735] [added: $] | [added: 10,502] | | | [removed: 9,276] [added: $] | [added: 9,735] | | | [removed: 8,783] [added: $] | [added: 9,276] | |

| Operating income | [removed: 2,071] [added: 1,861] | | | | [removed: 1,673] [added: 2,071] | | | | [removed: 1,102] [added: 1,673] | | | | [removed: 1,100] [added: 1,102] | | | | [removed: 975] [added: 1,100] | | |

| Net income attributable to Hilton stockholders | [removed: 1,404] [added: 348] | | | | [removed: 673] [added: 1,404] | | | | [removed: 415] [added: 673] | | | | [removed: 352] [added: 415] | | | | [removed: 253] [added: 352] | | |

| Earnings per [removed: share:] [added: share(1):] | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared per share | $ | [removed: 0.14] [added: 0.84] | | | $ | [removed: —] [added: 0.42] | | | $ | — | | | $ | — | | | $ | — | |

| [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | |

| [removed: Non-recourse debt and] [added: (4) | Includes] capital lease obligations [added: and debt] of consolidated variable interest [removed: entities(1) | 220 | | | | 248 | | | | 296 | | | | 420 | | | | 481 | |] [added: entities ("VIEs").] |

| Net income | 364 | | | | 1,416 | | | | 682 | | | | 460 | | | | 359 | | |

| Basic | $ | 1.06 | | | $ | 4.27 | | | $ | 2.05 | | | $ | 1.35 | | | $ | 1.15 | |

| Diluted | $ | 1.05 | | | $ | 4.26 | | | $ | 2.05 | | | $ | 1.35 | | | $ | 1.15 | |

| Total assets(2) | $ | 26,211 | | | $ | 25,622 | | | $ | 26,001 | | | $ | 26,410 | | | $ | 27,043 | |

| Long-term debt(2)(3)(4) | 10,118 | | | | 9,951 | | | | 10,943 | | | | 11,899 | | | | 15,972 | | |

| Timeshare debt(2)(3) | 694 | | | | 502 | | | | 625 | | | | 672 | | | | — | | |

| (1) | Per share amounts used in the computation of basic and diluted earnings per share were adjusted to reflect the Reverse Stock Split. |

| (2) | All periods presented reflect the adoption of Accounting Standards Updates ("ASU") No. 2015-03 and No. 2015-15. |

| | |

| --- | --- |

| (3) | Includes current maturities and is net of unamortized deferred financing costs and discounts. |

| | |

| --- | --- |

| | | | | | | | | | | | | | | | | | | | |

| Revenues | | | | | | | | | | | | | | | | | | | |

| Owned and leased hotels | $ | 4,233 | | | $ | 4,239 | | | $ | 4,046 | | | $ | 3,979 | | | $ | 3,898 | |

| Management and franchise fees and other | 1,601 | | | | 1,401 | | | | 1,175 | | | | 1,088 | | | | 1,014 | | |

| Timeshare | 1,308 | | | | 1,171 | | | | 1,109 | | | | 1,085 | | | | 944 | | |

| | 7,142 | | | | 6,811 | | | | 6,330 | | | | 6,152 | | | | 5,856 | | |

| Other revenues from managed and franchised properties | 4,130 | | | | 3,691 | | | | 3,405 | | | | 3,124 | | | | 2,927 | | |

| Expenses | | | | | | | | | | | | | | | | | | | |

| Owned and leased hotels | 3,168 | | | | 3,252 | | | | 3,147 | | | | 3,230 | | | | 3,213 | | |

| Timeshare | 897 | | | | 767 | | | | 730 | | | | 758 | | | | 668 | | |

| Depreciation and amortization | 692 | | | | 628 | | | | 603 | | | | 550 | | | | 564 | | |

| Impairment losses | 9 | | | | — | | | | — | | | | 54 | | | | 20 | | |

| General, administrative and other | 611 | | | | 491 | | | | 748 | | | | 460 | | | | 416 | | |

| | 5,377 | | | | 5,138 | | | | 5,228 | | | | 5,052 | | | | 4,881 | | |

| Other expenses from managed and franchised properties | 4,130 | | | | 3,691 | | | | 3,405 | | | | 3,124 | | | | 2,927 | | |

| Total expenses | 9,507 | | | | 8,829 | | | | 8,633 | | | | 8,176 | | | | 7,808 | | |

| Gain on sales of assets, net | 306 | | | | — | | | | — | | | | — | | | | — | | |

| Basic | $ | 1.42 | | | $ | 0.68 | | | $ | 0.45 | | | $ | 0.38 | | | $ | 0.27 | |

| Diluted | $ | 1.42 | | | $ | 0.68 | | | $ | 0.45 | | | $ | 0.38 | | | $ | 0.27 | |

| Weighted average shares outstanding: | | | | | | | | | | | | | | | | | | | |

| Basic | 986 | | | | 985 | | | | 923 | | | | 921 | | | | 921 | | |

| Diluted | 989 | | | | 986 | | | | 923 | | | | 921 | | | | 921 | | |

| Cash and cash equivalents | $ | 609 | | | $ | 566 | | | $ | 594 | | | $ | 755 | | | $ | 781 | |

| Restricted cash and cash equivalents | 247 | | | | 202 | | | | 266 | | | | 550 | | | | 658 | | |

| Total assets | 25,716 | | | | 26,125 | | | | 26,562 | | | | 27,066 | | | | 27,312 | | |

| Long-term debt(1) | 9,821 | | | | 10,813 | | | | 11,755 | | | | 15,575 | | | | 16,311 | | |

| Non-recourse timeshare debt(1)(2) | 506 | | | | 631 | | | | 672 | | | | — | | | | — | | |

| Total equity | 5,951 | | | | 4,714 | | | | 4,276 | | | | 2,155 | | | | 1,702 | | |

| (1) | Includes current maturities. |

| (2) | Includes our current and long-term maturities of our non-recourse timeshare financing receivables credit facility (the "Timeshare Facility") and our notes backed by timeshare financing receivables (the "Securitized Timeshare Debt"). |

| Management’s Report on Internal Control Over Financial Reporting | [removed: [74](#sF60B458888FB55AD8A8A77CFAD0E9BF2)] [added: [70](#sECEFD649FCF0585AA9CFA23511B74FE9)] |

| Report of Independent Registered Public Accounting Firm | [removed: [75](#s7B7FC8D55F2A5E97AB1EFD6A22F5BDD1)] [added: [71](#s5FD7DE682B9E5977A3014CE464BAD6A7)] |

| Report of Independent Registered Public Accounting Firm | [removed: [76](#sF13337A04BB3531090E36418384B778F)] [added: [72](#s91772E8FC51059BFB4FE9B260B54815A)] |

| Consolidated Balance Sheets as of December 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] | [removed: [77](#s1800F70D1ACF534D8EC8040EE603D3EB)] [added: [73](#s36B915E0869757A096865E071CDF2223)] |

| Consolidated Statements of Operations for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] | [removed: [78](#s0AC6B4C442385ED58C08ABC4EB024EEA)] [added: [74](#sC1AEAD8293745880A5080D062237ABF6)] |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] | [removed: [79](#sC603F75EE88C58E8A6D9FD5DFF256566)] [added: [75](#s917E36F378DC5A6888C28925E1680FC3)] |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] | [removed: [80](#s39B3E23F42A75BC9B257F248D7C9F56A)] [added: [76](#s5A116577CD7D52DDA774AFE0BD2D4C85)] |

| Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] | [removed: [81](#sA0FD705C4BB35D9B9F7EC0CB598B5E4F)] [added: [77](#s1F48291D93D0592B90A03EE6A5B8562A)] |

| Notes to Consolidated Financial Statements | [removed: [82](#s4E31F7317422524984D3BDA81977BDC8)] [added: [78](#sB711CC2C482C5D74B299F04F3D911AF5)] |

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]

Ernst & Young LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]

We have audited Hilton Worldwide Holdings Inc.’s internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Hilton Worldwide Holdings Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Hilton Worldwide Holdings Inc. as of December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2015] [added: 2016] of Hilton Worldwide Holdings Inc. and our report dated February [removed: 26, 2016] [added: 15, 2017] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Hilton Worldwide Holdings Inc. as of December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2015.][added: 2016.]

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Hilton Worldwide Holdings Inc. at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2015,] [added: 2016,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Hilton Worldwide Holdings Inc.’s internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 26, 2016] [added: 15, 2017] expressed an unqualified opinion thereon.

| | December 31, [added: 2016] | | | | | | | [added: | | | | | | | |]

| [added: | 2016 | | | |] 2015 | | | | 2014 | | | [removed: |]

| Cash and cash equivalents | $ | [removed: 609] [added: 1,418] | | | $ | [removed: 566] [added: 609] | |

| Restricted cash and cash equivalents | [removed: 247] [added: 266] | | | | [removed: 202] [added: 247] | | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $30] [added: $36] and [removed: $29] [added: $30] | [removed: 876] [added: 1,005] | | | | [removed: 844] [added: 876] | | |

| Inventories | [removed: 442] [added: 541] | | | | [removed: 404] [added: 442] | | |

| Current portion of financing receivables, net | [removed: 74] [added: 138] | | | | [removed: 66] [added: 129] | | |

| Current portion of [removed: securitized] financing receivables, net | [removed: 55] [added: —] | | | | [removed: 62] [added: —] | | | [added: | 1 | | | | 137 | | | | — | | | | 138 | | |]

| Prepaid expenses | [removed: 147] [added: 137] | | | | [removed: 133] [added: 147] | | |

| Income taxes receivable | [removed: 97] [added: 13] | | | | [removed: 132] [added: 97] | | |

| Other | [removed: 38] [added: 39] | | | | [removed: 90] [added: 38] | | |

| Total current assets (variable interest entities - [removed: $141] [added: $167] and [removed: $136)] [added: $141)] | [removed: 2,585] [added: 3,557] | | | | [removed: 2,499] [added: 2,585] | | |

| Property and equipment, net | [removed: 9,119] [added: 8,930] | | | | [removed: 7,483] [added: 9,119] | | |

| Property and equipment, net [removed: held for sale] | [removed: —] [added: 260] | | | | [removed: 1,543] [added: 72] | | |

| Financing receivables, net | [removed: 592] [added: 963] | | | | [removed: 416] [added: 887] | | |

| Investments in affiliates | [removed: 138] [added: —] | | | | [removed: 170] [added: —] | | | [added: | 49 | | | | 89 | | | | — | | | | 138 | | |]

| Goodwill | [removed: 5,887] [added: 5,822] | | | | [removed: 6,154] [added: 5,887] | | |

| Brands | [removed: 4,919] [added: 4,848] | | | | [removed: 4,963] [added: 4,919] | | |

| Management and franchise contracts, net | [removed: 1,149] [added: 1,019] | | | | [removed: 1,306] [added: 1,149] | | |

| Other intangible assets, net | [removed: 586] [added: 507] | | | | [removed: 674] [added: 586] | | |

| Deferred income tax assets | [removed: 78] [added: 58] | | | | [removed: 155] [added: 62] | | |

| Total property, intangibles and other assets (variable interest entities - [removed: $481] [added: $569] and [removed: $613)] [added: $481)] | [removed: 23,131] [added: 22,654] | | | | [removed: 23,626] [added: 23,037] | | |

February 15, 2017

| Other | 334 | | | | 274 | | |

| TOTAL ASSETS | $ | 26,211 | | | $ | 25,622 | |

| Timeshare debt | 621 | | | | 392 | | |

| (1) | Common stock shares authorized, issued and outstanding have been adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017. |

| Basic | $ | 1.06 | | | $ | 4.27 | | | $ | 2.05 | |

| Diluted | $ | 1.05 | | | $ | 4.26 | | | $ | 2.05 | |

| (1) | Weighted average shares outstanding used in the computation of basic and diluted earnings per share and cash dividends declared per share were adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017. |

| Net income | $ | 364 | | | $ | 1,416 | | | $ | 682 | |

| Impairment loss | 15 | | | | 9 | | | | — | | |

| Net income | — | | | — | | | | — | | | | 348 | | | | — | | | | 16 | | | | 364 | | |

| Other comprehensive loss, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other comprehensive loss | — | | | — | | | | — | | | | — | | | | (217 | | ) | | (1 | | ) | | (218 | | ) |

| Dividends | — | | | — | | | | — | | | | (279 | | ) | | — | | | | — | | | | (279 | | ) |

| Cumulative effect of the adoption of ASU 2015-02 | — | | | — | | | | — | | | | — | | | | — | | | | 5 | | | | 5 | | |

| Deconsolidation of a variable interest entity | — | | | — | | | | — | | | | — | | | | — | | | | (4 | | ) | | (4 | | ) |

| Balance as of December 31, 2016 | 329 | | | $ | 10 | | | $ | 10,213 | | | $ | (3,323 | ) | | $ | (1,001 | ) | | $ | (50 | ) | | $ | 5,849 | |

| (1) | Common stock shares outstanding have been adjusted to reflect the 1-for-3 reverse stock split that occurred on January 3, 2017. |

Organization

rooms and timeshare units.

properties.

Spin-offs

On January 3, 2017, we completed the previously announced spin-offs of our real estate and timeshare businesses into two independent, publicly traded companies: Park Hotels & Resorts Inc. ("Park") and Hilton Grand Vacations Inc. ("HGV") (the "spin-offs").

These consolidated financial statements present the consolidated financial position and results of operations of Hilton as of and for the years ended December 31, 2016, 2015 and 2014, without giving effect to these transactions as they were not completed as of the most recent balance sheet date.

See Note 29: "Subsequent Events" for further discussion.

Reverse Stock Split

On January 3, 2017, we completed a 1-for-3 reverse stock split of Hilton's outstanding common stock (the "Reverse Stock Split").

The authorized number of shares of common stock was reduced from 30,000,000,000 to 10,000,000,000, and the authorized number of shares of preferred stock remains 3,000,000,000.

Stockholders entitled to fractional shares as a result of the reverse stock split received a cash payment in lieu of receiving fractional shares.

All share and share-related information presented in these consolidated financial statements have been retroactively adjusted to reflect the decreased number of shares resulting from the Reverse Stock Split.

If the carrying amount of the reporting unit’s goodwill exceeds

Hilton Honors

Additionally, when

If we do not specifically designate a derivative as one of the above, changes in the fair value of undesignated derivative instruments are reported in current period earnings.

which has terms that identically match the critical terms of the respective hedged transactions.

In addition, through our captive insurance subsidiary, we participate in a reinsurance arrangement that provides coverage for a certain portion of our deductibles.

service on our board of directors or a change in control.

The grant date fair value is equal to the closing stock price on the date of grant.

In August 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-15 ("ASU 2016-15"), Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments.

This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice.

February 26, 2016

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Securitized financing receivables, net | 295 | | | | 406 | | |

| Other | 368 | | | | 356 | | |

| TOTAL ASSETS | $ | 25,716 | | | $ | 26,125 | |

| Current maturities of non-recourse debt | 117 | | | | 127 | | |

| Non-recourse debt | 609 | | | | 752 | | |

| Gain on debt extinguishment | — | | | | — | | | | 229 | | |

| Basic | $ | 1.42 | | | $ | 0.68 | | | $ | 0.45 | |

| Diluted | $ | 1.42 | | | $ | 0.68 | | | $ | 0.45 | |

| Gain on debt extinguishment | — | | | | — | | | | (229 | | ) |

| Issuance of other financing receivables | (11 | | ) | | (1 | | ) | | (10 | | ) |

| Net proceeds from issuance of common stock | — | | | | — | | | | 1,243 | | |

| Balance as of December 31, 2012 | 921 | | | $ | 1 | | | $ | 8,452 | | | $ | (5,746 | ) | | $ | (406 | ) | | $ | (146 | ) | | $ | 2,155 | |

| Issuance of common stock | 64 | | | 9 | | | | 1,234 | | | | — | | | | — | | | | — | | | | 1,243 | | |

| Net income | — | | | — | | | | — | | | | 415 | | | | — | | | | 45 | | | | 460 | | |

| Other comprehensive income | — | | | — | | | | — | | | | — | | | | 142 | | | | 18 | | | | 160 | | |

The accompanying financial statements present the consolidated financial position of Hilton, which includes consolidation of HWI, which along with its subsidiaries conducts our operations.

On October 24, 2007, HWI became a wholly owned subsidiary of an affiliate of The Blackstone Group L.P. ("Blackstone"), following the completion of a merger (the "Merger").

In December 2013, we completed a 9,205,128-for-1 stock split on issued and outstanding shares, which is reflected in all share and per share data presented in the consolidated financial statements and accompanying notes, and an initial public offering (the "IPO").

For purposes of our consolidated statements of cash flows, changes in restricted cash and cash equivalents caused by changes in lender reserves due to restrictions under our loan agreements are shown as financing activities and changes caused by changes in deposits for assets we plan to acquire are shown as investing activities.

The remaining changes in restricted cash and cash equivalents are the result of our normal operations, and, as such, are reflected in operating activities.

Assets Held for Sale

We classify a property as held for sale when we commit to a plan to sell the asset, the sale of the asset is probable within one year and it is unlikely the actions to complete the sale will change or that the sale will be withdrawn.

When we determine that classification of an asset as held for sale is appropriate, we cease recording depreciation for the asset.

Further, the related assets and liabilities of the held for sale property will be classified as assets held for sale in our consolidated balance sheets.

Any gains on sales of properties are recognized at the time of sale or deferred and recognized in net income (loss) in subsequent periods as any relevant conditions requiring deferral are satisfied.

fees, late charges, interest and principal.

We resume interest accrual for loans for which we had previously ceased accruing interest once the loan is less than 90 days past due.

We fully reserve for a timeshare financing receivable in the month following the date that the loan is 120 days past due and, subsequently, we write off the uncollectible note against the reserve once the foreclosure process is complete and we receive the deed for the foreclosed unit.

We perform this evaluation annually or at an interim date if indicators of impairment exist.

test is not necessary.

Hilton HHonors

eventually be redeemed and the cost of reimbursing hotels and other third parties in respect to other redemption opportunities available to members.

Additionally, the majority of employees at managed hotels, of which we are the employer, participate in our general liability and auto liability programs.

In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-17 ("ASU 2015-17"), Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.

This ASU requires all deferred tax assets and liabilities to be classified as non-current in the statement of financial position.

We have elected, as permitted by the standard, to early adopt ASU 2015-17 on a prospective basis as of October 1, 2015 and prior periods were not restated.

In September 2015, the FASB issued ASU No. 2015-16 ("ASU 2015-16"), Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.

The Company maintains a set of disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange [removed: Act] [added: Act,] that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2015.][added: 2016.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2015.][added: 2016.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2015.][added: 2016.]

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides certain information about common stock that may be issued under our existing equity compensation plans:

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | As of December 31, 2015 | | | | | | | | |

| | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | | | Weighted-average exercise price of outstanding options, warrants and rights | | | | Number of securities remaining available for future issuance under equity compensation plans | |

| Equity compensation plan approved by stockholders | 9,251,754 | | | $ | 24.49 | | | 68,627,645 | |

____________

| | |

| --- | --- |

| (1) | In addition to shares issuable upon exercise of stock options, also includes 7,401,257 shares that may be issued upon the vesting of restricted stock units, shares that may be issued upon the vesting of performance shares and director deferred share units and dividend equivalents accrued thereon. The number of shares to be issued in respect of performance shares has been calculated based on the assumption that the maximum levels of performance applicable to the performance shares will be achieved. The restricted stock units, performance shares and deferred share units cannot be exercised for consideration. |

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2015.][added: 2016.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2015.][added: 2016.]

| 4.1 | | [removed: Indenture,] [added: Indenture for the 5.625% Senior Notes due 2021 (the "2021 Notes"),] dated as of October 4, 2013, among Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. as issuers, Hilton Worldwide Holdings Inc., as guarantor and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (No. 333-191110)). |

| 4.2 | | First Supplemental [removed: Indenture,] [added: Indenture with respect to the 2021 Notes,] dated as of October 25, 2013, among the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (No. 333-191110)). |

| 4.3 | | Second Supplemental [removed: Indenture,] [added: Indenture with respect to the 2021 Notes,] dated as of September 8, 2014, between Hilton International Holding Corporation and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-4 (No. 333-198693)). |

| 4.4 | | Third Supplemental [removed: Indenture,] [added: Indenture with respect to the 2021 Notes,] dated as of March 3, 2015, among Embassy Suites Management LLC, HLT Existing Franchise Holding LLC and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2015). |

| [removed: 10.10] [added: 10.23] | | Amendment No. [removed: 3] [added: 2, dated as of November 21, 2016,] to [removed: Receivables Loan] [added: the Credit] Agreement, [removed: effective] [added: dated] as of [removed: December 5, 2014,] [added: October 25, 2013 (as amended), by and] among Hilton [removed: Grand Vacations Trust I] [added: Worldwide Holdings Inc., Hilton Worldwide Finance] LLC, [removed: as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary,] [added: the other guarantors party thereto from time to time,] Deutsche Bank [removed: AG,] [added: AG] New York [removed: Branch,] [added: Branch] as [removed: a committed lender and a managing] [added: administrative] agent, [removed: Bank of America, N.A., as a committed] [added: collateral agent, swing line] lender and [removed: a managing agent,] [added: L/C issuer] and [removed: Deutsche Bank Securities, Inc., as administrative agent] [added: the other lenders party thereto from time to time] (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on [removed: December 8, 2014).] [added: November 23, 2016).] |

| [removed: 10.11] [added: 10.5] | | Registration Rights [removed: Agreement,] [added: Agreement regarding the 2024 Notes,] dated as of [removed: October 4, 2013,] [added: August 18, 2016, by and] among Hilton [removed: Worldwide Finance] [added: Escrow Issuer] LLC, Hilton [removed: Worldwide Finance Corp., Hilton Worldwide Holdings Inc.] [added: Escrow Issuer Corp.] and Merrill Lynch, Pierce, Fenner & Smith [removed: Incorporated as representative] [added: Incorporated, on behalf] of the [removed: several] initial purchasers (incorporated by reference to Exhibit [removed: 10.10] [added: 4.3] to the [removed: Company’s Registration Statement] [added: Company's Current Report] on Form [removed: S-1 (No. 333-191110)).] [added: 8-K (File No. 001-36243) filed on August 18, 2016).] |

| [removed: 10.13] [added: 10.6] | | Stockholders Agreement, dated as of December 17, 2013, by and among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36243) filed on December 17, 2013). |

| [removed: 10.14] [added: 10.7] | | Registration Rights Agreement, dated as of December 17, 2013, among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s Current Report on Form 8-K (File No. 001-36243) filed on December 17, 2013). |

| [removed: 10.15] [added: 10.8] | | 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).* |

| [removed: 10.16] [added: 10.9] | | Form of Restricted Stock Grant and Acknowledgment (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).* |

| [removed: 10.17] [added: 10.11] | | Form of Director [removed: Restricted Stock Unit Award] [added: and Officer Indemnification] Agreement (incorporated by reference to Exhibit [removed: 10.17] [added: 10.19] to the Company’s Registration Statement on Form S-1 (No. 333-191110)).* |

| [removed: 10.18] [added: 10.10] | | Severance Plan (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).* |

| [removed: 10.20] [added: 10.12] | | 2005 Executive Deferred Compensation Plan (as Amended and Restated Effective as of January 1, 2005) (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K (File No. 001-36243) for the year ended December 31, 2013).* |

| [removed: 10.21] [added: 10.13] | | Form of [added: 2014] Performance Share Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2014).* |

| [removed: 10.22] [added: 10.14] | | Form of [added: 2014] Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2014).* |

| [removed: 10.23] [added: 10.15] | | Form of [added: 2014] Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2014).* |

| [removed: 10.24] [added: 10.16] | | Form of 2015 Performance Share Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2015).* |

| [removed: 10.25] [added: 10.17] | | Form of 2015 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2015).* |

| [removed: 10.26] [added: 10.18] | | Form of 2015 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2015).* |

| [removed: 10.27] [added: 10.19] | | Form of Deferred Share Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended June 30, 2015.* |

| 2.1 | | Distribution Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017). |

| 3.3 | | Certificate of Amendment to Certificate of Incorporation of Hilton Worldwide Holdings Inc. effective as of January 3, 2017 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017). |

| 4.6 | | Indenture for the 4.250% Senior Notes due 2024 (the "2024 Notes"), dated as of August 18, 2016, by and among Hilton Domestic Operating Company Inc., Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on August 18, 2016). |

| 4.7 | | Form of 4.250% Senior Note due 2024 (included in Exhibit 4.6). |

| 4.8 | | Fourth Supplemental Indenture with respect to the 2021 Notes, dated as of August 19, 2016, between Hilton Domestic Operating Company Inc. and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended September 30, 2016). |

| 4.9 | | Fifth Supplemental Indenture with respect to the 2021 Notes, dated as of September 22, 2016, among Hilton Worldwide Parent LLC, Hilton Worldwide Finance LLC, Hilton Worldwide Finance Corp., and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended September 30, 2016). |

| 4.10 | | Sixth Supplemental Indenture with respect to the 2021 Notes, dated as of October 20, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee. |

| 4.11 | | Seventh Supplemental Indenture with respect to the 2021 Notes, dated as of December 12, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee. |

| 4.12 | | First Supplemental Indenture with respect to the 2024 Notes, dated as of September 22, 2016, among Hilton Escrow Issuer LLC, Hilton Escrow Issuer Corp., Hilton Domestic Operating Company Inc., Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the subsidiary guarantors party thereto, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended September 30, 2016). |

| 4.13 | | Second Supplemental Indenture with respect to the 2024 Notes, dated as of September 22, 2016, among Hilton Domestic Operating Company Inc., Hilton Worldwide Parent LLC, and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.7 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended September 30, 2016). |

| 4.14 | | Third Supplemental Indenture with respect to the 2024 Notes, dated as of October 20, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee. |

| 4.15 | | Fourth Supplemental Indenture with respect to the 2024 Notes, dated as of December 12, 2016, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee. |

| 10.20 | | Form of 2016 Performance Share Agreement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2016.* |

| 10.21 | | Form of 2016 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-36243) for the quarter ended March 31, 2016).* |

| 10.22 | | Amendment No. 1, dated as of August 18, 2016, to the Credit Agreement, dated as of October 25, 2013, by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC, the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to time (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on August 18, 2016. |

| 10.24 | | Escrow Agreement, dated as of August 18, 2016, by and among Hilton Escrow Issuer LLC, Hilton Escrow Issuer Corp., Wilmington Trust, National Association, as Trustee under the Indenture and Wilmington Trust, National Association, as escrow agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on August 18, 2016). |

| 10.25 | | Letter Agreement relating to certain tax matters, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc., and certain of Hilton Worldwide Holdings Inc.’s stockholders (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016). |

| 10.26 | | Letter Agreement relating to tax stockholders agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., Hilton Grand Vacations Inc. and certain of Hilton Worldwide Holdings Inc.’s stockholders (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016). |

| Exhibit Number | | Exhibit Description |

| 10.27 | | Stockholders Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc., HNA Tourism Group Co., Ltd. and, solely for purposes of Section 4.3 thereof, HNA Group Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016). |

| 10.28 | | First Amendment to Stockholders Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016). |

| 10.29 | | Registration Rights Agreement, dated as of October 24, 2016, by and between Hilton Worldwide Holdings Inc. and HNA Tourism Group Co., Ltd. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016). |

| 10.30 | | Amended and Restated Registration Rights Agreement, dated as of October 24, 2016, by and among Hilton Worldwide Holdings Inc. and certain of its stockholders (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on October 24, 2016). |

| 10.31 | | Employee Matters Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017). |

| 10.32 | | Tax Matters Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017). |

| 10.33 | | Transition Services Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017). |

| 10.34 | | License Agreement, dated January 2, 2017, by and between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017). |

| 10.35 | | Tax Stockholders Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Grand Vacations Inc. and the other parties thereto (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on January 4, 2017). |

| | | |

| --- | --- | --- |

| 10.5 | | Loan Agreement, dated as of October 25, 2013, among HLT NY Waldorf LLC, as borrower, HSBC Bank USA, National Association, as agent, the lenders named therein, HSBC Bank USA, National Association and DekaBank Deutsche Girozentrale, as lead arrangers and HSBC Bank USA, National Association, as syndication agent (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (No. 333-191110)). |

| 10.6 | | Guaranty of Recourse Carveouts, dated as of October 25, 2013, among the guarantors named therein and HSBC Bank USA, National Association, as agent and lender and any other co-lenders from time to time party thereto (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (No. 333-191110)). |

| 10.7 | | Receivables Loan Agreement, dated as of May 9, 2013, among Hilton Grand Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary, the persons from time to time party thereto as conduit lenders, the financial institutions from time to time party thereto as committed lenders, the financial institutions from time to time party thereto as managing agents, and Deutsche Bank Securities, Inc., as administrative agent and structuring agent (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (No. 333-191110)). |

| 10.8 | | Amendment No. 1 to Receivables Loan Agreement, effective as of July 25, 2013, among Hilton Grand Vacations Trust I LLC, as borrower, Wells Fargo Bank, National Association, as paying agent and securities intermediary, Deutsche Bank AG, New York Branch, as a committed lender and a managing agent, Montage Funding, LLC, as a conduit lender, Deutsche Bank Securities, Inc., as administrative agent, and Bank of America, N.A., as assignee (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (No. 333-191110)). |

| 10.9 | | Omnibus Amendment No. 2 to Receivables Loan Agreement, Amendment No. 1 to Sale and Contribution Agreement and Consent to Custody Agreement, effective as of October 25, 2013, among Hilton Grand Vacations Trust I LLC, as borrower, Grand Vacations Services, LLC, as servicer, Hilton Resorts Corporation, as seller, Wells Fargo Bank, National Association, as custodian, the financial institutions signatory thereto, as managing agents, and Deutsche Bank Securities, Inc., as administrative agent (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (No. 333-191110)). |

| 10.12 | | Joinder Agreement, dated as of October 25, 2013, among the subsidiary guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the several initial purchasers (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (No. 333-191110)). |

| 10.19 | | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (No. 333-191110)).* |

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in McLean, Virginia, on the 26th day of February 2016.

| HILTON WORLDWIDE HOLDINGS INC. | | |

| By: | | /s/ Christopher J. Nassetta |

| Name: | | Christopher J. Nassetta |

| Title: | | President and Chief Executive Officer |

Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons in the capacities indicated on the 26th day of February 2016.

| Signature | | Title |