Item 4. Mine Safety Disclosures

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Item 4. Mine Safety Disclosures

Not applicable.

PART II


Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Dividends

Our common stock began trading publicly on the NYSE under the symbol "HLT" on December 12, 2013. As of December 31, 2017, there were approximately 35 holders of record of our common stock. This stockholder figure does not include a substantially greater number of holders whose shares are held of record by banks, brokers and other financial institutions. On January 3, 2017, we completed a 1-for-3 reverse stock split of our outstanding common stock.

We currently pay regular quarterly cash dividends and expect to continue paying regular dividends on a quarterly basis. Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from funds we receive from our subsidiaries. The following table presents the high and low sales prices for our common stock as reported by the NYSE and the cash dividends we declared for the last two fiscal years:



					Dividends
	Stock Price				Declared per
	High		Low		Share
Fiscal Year Ended December 31, 2017:
First Quarter	$	60.49	$	55.00	$	0.15
Second Quarter	67.79		55.91		0.15
Third Quarter	69.74		60.54		0.15
Fourth Quarter	80.94		68.60		0.15

Fiscal Year Ended December 31, 2016:
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

Performance Graph

The following graph compares the cumulative total stockholder return since December 12, 2013 with the S&P 500 Index ("S&P 500") and the S&P Hotels, Resorts & Cruise Lines Index ("S&P Hotel"). The graph assumes that the value of the investment in our common stock and each index was $100 on December 12, 2013 and that all dividends and other distributions, including the effect of the spin-offs, were reinvested. The comparisons in the graph below are based on historical data and are not indicative of, or intended to forecast, future performance of our common stock.



	12/12/2013		12/31/2013		12/31/2014		12/31/2015		12/31/2016		12/31/2017
Hilton	$	100.00	$	103.49	$	121.35	$	99.53	$	129.97	$	187.58
S&P 500	100.00		104.10		115.96		115.12		126.10		150.58
S&P Hotel	100.00		109.17		132.84		135.47		142.45		208.58

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

The following table sets forth information regarding our purchases of shares of our common stock during the three months ended December 31, 2017:



	Total Number of Shares Purchased(1)	Average Price Paid per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Program(3)	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(3) (in millions)
October 1, 2017 to October 31, 2017	986,175	$	69.11	986,175	$	307
November 1, 2017 to November 30, 2017	1,068,841	74.59		1,068,841	1,227
December 1, 2017 to December 31, 2017	1,499,608	78.38		1,499,608	1,109
Total	3,554,624	74.67		3,554,624


(1)	The total number of shares purchased also includes 75,710 shares of common stock acquired during the three months ended December 31, 2017 for a total cost of approximately $6 million that were not part of any publicly announced share repurchase program. These shares were retained to cover withholding taxes incurred in connection with the vesting of restricted stock awards granted under our incentive compensation plans.

(1)

The total number of shares purchased also includes 75,710 shares of common stock acquired during the three months ended December 31, 2017 for a total cost of approximately $6 million that were not part of any publicly announced share repurchase program. These shares were retained to cover withholding taxes incurred in connection with the vesting of restricted stock awards granted under our incentive compensation plans.


(2)	This price includes per share commissions paid for all share repurchases made under the Company's share repurchase program.


(3)	In February 2017, our board of directors authorized a stock repurchase program of up to $1.0 billion of the Company's common stock and, in November 2017, an additional $1.0 billion was authorized. Under this publicly announced repurchase program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The repurchase program does not have an expiration date and may be suspended or discontinued at any time.

(3)

In February 2017, our board of directors authorized a stock repurchase program of up to $1.0 billion of the Company's common stock and, in November 2017, an additional $1.0 billion was authorized. Under this publicly announced repurchase program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The repurchase program does not have an expiration date and may be suspended or discontinued at any time.

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