10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-36243

Hilton Worldwide Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	27-4384691
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7930 Jones Branch Drive, Suite 1100, McLean, VA	22102
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 883-1000

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer x		Accelerated filer ¨
Non-accelerated filer ¨	(Do not check if a smaller reporting company)	Smaller reporting company ¨
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the registrant's common stock, par value $0.01 per share, as of April 19, 2018 was 300,416,906.

HILTON WORLDWIDE HOLDINGS INC.

FORM 10-Q TABLE OF CONTENTS

		Page No.
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	2
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	44
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	46
Item 6.	Exhibits	46
	Signatures	48

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PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

(unaudited)

	March 31,			December 31,
	2018			2017
ASSETS
Current Assets:
Cash and cash equivalents	$	610		$	570
Restricted cash and cash equivalents	73			100
Accounts receivable, net of allowance for doubtful accounts of $32 and $29	980			1,005
Prepaid expenses	161			127
Income taxes receivable	—			36
Other	184			169
Total current assets (variable interest entities - $99 and $93)	2,008			2,007
Intangibles and Other Assets:
Goodwill	5,211			5,190
Brands	4,902			4,890
Management and franchise contracts, net	928			953
Other intangible assets, net	428			433
Property and equipment, net	358			353
Deferred income tax assets	111			111
Other	314			291
Total intangibles and other assets (variable interest entities - $180 and $171)	12,252			12,221
TOTAL ASSETS	$	14,260		$	14,228
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	1,344		$	1,416
Current portion of deferred revenues	342			366
Current maturities of long-term debt	47			46
Income taxes payable	63			12
Current portion of liability for guest loyalty program	692			622
Total current liabilities (variable interest entities - $55 and $58)	2,488			2,462
Long-term debt	6,558			6,556
Deferred revenues	828			829
Deferred income tax liabilities	901			931
Liability for guest loyalty program	841			839
Other	897			920
Total liabilities (variable interest entities - $278 and $271)	12,513			12,537
Commitments and contingencies - see Note 14
Equity:
Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of March 31, 2018 and December 31, 2017	—			—
Common stock, $0.01 par value; 10,000,000,000 authorized shares, 331,864,584 issued and 316,904,646 outstanding as of March 31, 2018 and 331,054,014 issued and 317,420,933 outstanding as of December 31, 2017	3			3
Treasury stock, at cost; 14,959,938 shares as of March 31, 2018 and 13,633,081 shares as of December 31, 2017	(1,001		)	(891		)
Additional paid-in capital	10,288			10,298
Accumulated deficit	(6,868		)	(6,981		)
Accumulated other comprehensive loss	(680		)	(741		)
Total Hilton stockholders' equity	1,742			1,688
Noncontrolling interests	5			3
Total equity	1,747			1,691
TOTAL LIABILITIES AND EQUITY	$	14,260		$	14,228

See notes to condensed consolidated financial statements.

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HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

(unaudited)

	Three Months Ended
	March 31,
	2018			2017
Revenues
Franchise fees	$	331		$	282
Base and other management fees	77			81
Incentive management fees	55			49
Owned and leased hotels	334			296
Other revenues	23			37
	820			745
Other revenues from managed and franchised properties	1,254			1,151
Total revenues	2,074			1,896
Expenses
Owned and leased hotels	320			268
Depreciation and amortization	82			86
General and administrative	104			106
Other expenses	14			23
	520			483
Other expenses from managed and franchised properties	1,275			1,196
Total expenses	1,795			1,679
Operating income	279			217
Interest expense	(83		)	(89		)
Gain (loss) on foreign currency transactions	11			(4		)
Loss on debt extinguishment	—			(60		)
Other non-operating income, net	14			2
Income before income taxes	221			66
Income tax expense	(58		)	(18		)
Net income	163			48
Net income attributable to noncontrolling interests	(2		)	(1		)
Net income attributable to Hilton stockholders	$	161		$	47
Earnings per share:
Basic	$	0.51		$	0.14
Diluted	$	0.51		$	0.14
Cash dividends declared per share	$	0.15		$	0.15

See notes to condensed consolidated financial statements.

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HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

(unaudited)

	Three Months Ended
	March 31,
	2018			2017
Net income	$	163		$	48
Other comprehensive income (loss), net of tax benefit (expense):
Currency translation adjustment, net of tax of $1 and $1	32			20
Pension liability adjustment, net of tax of $— and $(1)	1			1
Cash flow hedge adjustment, net of tax of $(10) and $2	28			(2		)
Total other comprehensive income	61			19
Comprehensive income	224			67
Comprehensive income attributable to noncontrolling interests	(2		)	—
Comprehensive income attributable to Hilton stockholders	$	222		$	67

See notes to condensed consolidated financial statements.

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HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

(unaudited)

	Three Months Ended
	March 31,
	2018			2017
Operating Activities:
Net income	$	163		$	48
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	82			86
Amortization of contract acquisition costs	7			3
Loss (gain) on foreign currency transactions	(11		)	4
Loss on debt extinguishment	—			60
Share-based compensation	28			25
Deferred income taxes	(37		)	(67		)
Contract acquisition costs	(14		)	(13		)
Working capital changes and other	25			(96		)
Net cash provided by operating activities	243			50
Investing Activities:
Capital expenditures for property and equipment	(10		)	(9		)
Capitalized software costs	(15		)	(9		)
Other	(1		)	(19		)
Net cash used in investing activities	(26		)	(37		)
Financing Activities:
Borrowings	—			1,823
Repayment of debt	(14		)	(1,824		)
Debt issuance costs and redemption premium	—			(66		)
Dividends paid	(47		)	(49		)
Cash transferred in spin-offs of Park and HGV	—			(501		)
Repurchases of common stock	(110		)	(70		)
Distributions to noncontrolling interests	—			(1		)
Tax withholdings on share-based compensation	(40		)	(28		)
Net cash used in financing activities	(211		)	(716		)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	7			5
Net increase (decrease) in cash, restricted cash and cash equivalents	13			(698		)
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	670			1,183
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	—			501
Cash, restricted cash and cash equivalents, beginning of period	670			1,684
Cash, restricted cash and cash equivalents, end of period	$	683		$	986
Supplemental Disclosures:
Cash paid during the year:
Interest	$	72		$	113
Income taxes, net of refunds	9			6
Non-cash financing activities:
Spin-offs of Park and HGV	$	—		$	17

See notes to condensed consolidated financial statements.

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HILTON WORLDWIDE HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1: Organization

Organization

Hilton Worldwide Holdings Inc. (the "Parent," or together with its subsidiaries, "Hilton," "we," "us," "our" or the "Company"), a Delaware corporation, is one of the largest hospitality companies in the world and is engaged in managing, franchising, owning and leasing hotels and resorts, including timeshare properties. As of March 31, 2018, we managed, franchised, owned or leased 5,339 hotels and resorts, totaling 863,241 rooms in 106 countries and territories.

As of March 31, 2018, HNA Tourism Group Co., Ltd. and certain of its affiliates (together, "HNA") beneficially owned approximately 26 percent of our common stock. In April 2018, HNA sold its entire ownership interest in Hilton's common stock. See Note 16: "Subsequent Events" for additional information.

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

Note 2: Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements for the three months ended March 31, 2018 and 2017 have been prepared in accordance with United States of America ("U.S.") generally accepted accounting principles ("GAAP") and are unaudited. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP. Although we believe the disclosures made are adequate to prevent the information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Additionally, interim results are not necessarily indicative of full year performance. In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All material intercompany transactions have been eliminated in consolidation.

On January 1, 2018, we adopted the requirements of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") using the full retrospective approach as of January 1, 2016. All amounts and disclosures set forth in this Form 10-Q reflect the necessary adjustments required for the adoption of this standard, including the reclassification of prior year balances to conform to current year presentation. See "Summary of Significant Accounting Policies" below for additional information.

Summary of Significant Accounting Policies

Our significant accounting policies are detailed in Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The significant accounting policies that changed as a result of the adoption of ASU 2014-09 are set forth below.

Revenue Recognition

Revenues are primarily derived from management and franchise contracts with third-party hotel and resort owners, as well as from our owned and leased hotels. The majority of our performance obligations are a series of distinct goods or services, for which we receive variable consideration through our management and franchise fees or fixed consideration through our owned and leased hotels. We allocate the variable fees to the distinct services to which they relate applying the prescribed variable consideration allocation guidance, and we allocate fixed consideration to the related performance obligations based on the present value of the allocated variable cash flows. We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised good

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or service to a customer and when the customer pays for that good or service will be one year or less, which it is in substantially all cases. Additionally, we do not typically include extended payment terms in our contracts with customers.

Management and franchise revenues

We identified the following performance obligations in connection with our management and franchise contracts:

• Intellectual Property ("IP") licenses grant the right to access our hotel system IP, including brand IP, reservations systems and property management systems.

• Hotel management services include providing day-to-day management services of the hotels for the property owners.

• Development services include providing consultative services (e.g., design assistance and contractor selection) to the property owner to assist with the construction of the hotel prior to the hotel opening.

• Pre-opening services include providing services (e.g., advertising, budgeting, e-commerce strategies, food and beverage testing) to the property owner to assist in preparing for the hotel opening.

• Material rights for free or discounted goods or services to hotel guests are satisfied at the earlier point in time of either when the material right expires or the underlying free or discounted good or service is provided to the hotel guest.

Each of the identified performance obligations related to management and franchise revenues is considered to be a series of distinct services transferred over time. While the underlying activities may vary from day to day, the nature of the promises are the same each day, and the property owner can independently benefit from each day's services. Management and franchise fees are typically based on the sales or usage of the underlying hotel, with the exception of fixed upfront fees that usually represent an insignificant portion of the transaction price.

Franchise fees represent fees earned in connection with the licensing of one of our brands, usually under long-term contracts with the property owner, and include the following:

• Royalty fees are generally based on a percentage of a hotel's monthly gross room revenue and, in some cases, may also include a percentage of gross food and beverage revenues and other revenues, where applicable. These fees are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed.

• Application, initiation and other fees are charged when: (i) new hotels enter our system; (ii) there is a change of ownership; or (iii) contracts with properties already in our system are extended. These fees are typically fixed and collected upfront and are recognized as revenue over the term of the franchise contract. We do not consider this advance consideration to include a significant financing component, since it is used to protect us from the property owner failing to adequately complete some or all of its obligations under the contract.

• License fees are earned from: (i) a license agreement with HGV to use certain Hilton marks and IP in its timeshare business, which are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed; and (ii) co-brand credit card arrangements and are recognized as revenue when Hilton Honors points are issued, generally as spend on the co-branded credit card occurs; see further discussion below under "Hilton Honors."

Franchise fees are reduced by any consideration paid or anticipated to be paid to incentivize hotel owners to enter into franchise contracts.

Base management fees and incentive management fees represent fees earned from hotels that we manage, usually under long-term contracts with the property owner, and include the following:

• Base fees are generally based on a percentage of a hotel's monthly gross revenue. Base fees are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed.

• Incentive fees are generally based on a percentage of a hotel's operating profits and in some cases may be subject to a stated return threshold to the property owner, normally over a one-calendar year period (the "incentive period"). Incentive fee revenue is recognized on a monthly basis, but only to the extent the cumulative fee earned does not exceed the probable fee for the incentive period. Incentive fee payment terms vary, but they are generally billed and collected monthly or annually upon completion of the incentive period.

Base and other management fees are reduced by any consideration paid or anticipated to be paid to incentivize hotel owners to enter into management contracts.

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Other revenues from managed and franchised properties represent amounts that are contractually reimbursed to us by property owners directly as costs are incurred or fees that are billed and collected in advance related to certain indirect costs and expenses of the related properties, and include the following:

• Direct reimbursements include payroll and related costs and certain other operating costs of the managed and franchised properties’ operations, which are contractually reimbursed to us by the property owners as expenses are incurred. Revenue is recognized based on the amount of expenses incurred by Hilton, which are presented as other expenses from managed and franchised properties in our consolidated statements of operations, that are then reimbursed by the property owner typically on a monthly basis, which results in no net effect on operating income (loss) or net income (loss).

• Indirect reimbursements include marketing expenses and other expenses associated with our brands and shared services, which are paid from fees collected by Hilton from the managed and franchised properties. Revenue is generally recognized as fees are billed, which are based on the underlying hotel's sales or usage (e.g., gross room revenues and number of reservations processed). System implementation fees charged to property owners are deferred and recognized as revenue over the term of the management or franchise contract. The corresponding expenses are expensed as incurred and are presented as other expenses from managed and franchised properties in our consolidated statements of operations and are expected to equal the revenues earned from indirect reimbursements over time.

The management and franchise fees and reimbursements from third-party hotel owners are allocated to the performance obligations and the distinct services to which they relate using their estimated standalone selling prices. The terms of the fees earned under the contract relate to a specific outcome of providing the services (e.g., hotel room sales) or to Hilton's efforts (e.g., costs) to satisfy the performance obligations. We use time as the measure of progress to recognize as revenue the fees that are allocated to the period earned per the contract or to the period when the reimbursable costs are incurred.

Owned and leased hotel revenues

We identified the following performance obligations in connection with our owned and leased hotel revenues, for which revenue is recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services:

• Cancellable room reservations or ancillary services are typically satisfied as the good or service is transferred to the hotel guest, which is generally when the room stay occurs.

• Noncancellable room reservations and banquet or conference reservations represent a series of distinct goods or services provided over time satisfied as each distinct good or service is provided, which is reflected by the duration of the room reservation.

• Material rights for free or discounted goods or services are satisfied at the earlier point in time when the material right expires or the underlying free or discounted good or service is provided to the hotel guest.

• Other ancillary goods and services are purchased independently of the room reservation at standalone selling prices and are considered separate performance obligations, which are satisfied when the related good or service is provided to the hotel guest.

• Components of package reservations for which each component could be sold separately to other hotel guests are considered separate performance obligations and are satisfied as set forth above.

Owned and leased hotel revenues primarily consist of hotel room rentals, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and other ancillary goods and services (e.g., parking) related to owned, leased and consolidated non-wholly owned hotel properties. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. Owned and leased hotel revenues are reduced upon issuance of points for our guest loyalty program, Hilton Honors, for Hilton Honors members' paid stay transactions and are recognized when Hilton Honors points are redeemed for a free stay at an owned or leased hotel (see "Hilton Honors" section below for additional information).

Although the transaction prices of room rentals, goods and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component. On occasion, the hotel may also provide the customer with a material right to a free or discounted good or service in conjunction with a room reservation or banquet contract (e.g., free breakfast and free room night for every four nights booked). These material rights are considered separate performance obligations to which a portion of the transaction price is allocated based on the estimated standalone selling prices of the good or service, adjusted for the likelihood the hotel guest will exercise the right.

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Other revenues

Other revenues include revenues generated by the incidental support of hotel operations for owned, leased, managed and franchised hotels, including purchasing operations, and other operating income. Purchasing revenues include any amounts received for vendor rebate arrangements that we participate in as a manager of hotel properties.

Taxes and fees collected on behalf of governmental agencies

We are required to collect certain taxes and fees from customers on behalf of governmental agencies and remit these back to the applicable governmental agencies on a periodic basis. We have a legal obligation to act as a collection agent. We do not retain these taxes and fees and, therefore, they are not included in our measurement of transaction prices. We have elected to present revenue net of sales taxes and other similar taxes. We record a liability when the amounts are collected and relieve the liability when payments are made to the applicable taxing authority or other appropriate governmental agency.

Contract Assets

Contract assets relate to incentive management fees for which the period of service has passed, but for which our right to consideration is conditional upon completing the requirements of the incentive fee period. Contract assets are included in other current assets in our consolidated balance sheets and are transferred to accounts receivable when our right to consideration becomes unconditional.

Contract Liabilities

Contract liabilities relate to: (i) advance consideration received from hotel owners at contract inception for services considered to be part of the contract performance obligations, such as management or franchise contract application, initiation, renewal and other fees; (ii) advance consideration received for certain indirect reimbursements, such as system implementation fees; and (iii) amounts received when points are issued under Hilton Honors, but for which revenue is not yet recognized, since the related points are not yet redeemed. Contract liabilities related to advance consideration received for fees, excluding Hilton Honors, and certain indirect reimbursements are recognized as revenue over the term of the related contract. Contract liabilities related to amounts received for Hilton Honors are recognized as revenue at the point in time when the points are redeemed for a free good or service by the Hilton Honors member, which typically occurs within two years of points issuance. Contract liabilities are included in deferred revenues in our consolidated balance sheets.

Intangible Assets with Finite Useful Lives

We have certain finite lived intangible assets that were initially recorded at their fair value in connection with the October 24, 2007 transaction whereby we became a wholly owned subsidiary of an affiliate of The Blackstone Group L.P. (the "Merger"). These intangible assets consist of management contracts, franchise contracts, leases, certain proprietary technologies and our Hilton Honors guest loyalty program. Additionally, we capitalize cash consideration paid to incentivize hotel owners to enter into management and franchise contracts as contract acquisition costs, as well as the incremental costs to obtain or fulfill the contracts as development commissions, which are generally fixed. We also capitalize as finite lived intangible assets costs incurred to develop internal-use computer software and costs to acquire software licenses, as well as internal and external costs incurred in connection with development of upgrades or enhancements that result in additional information technology functionality.

Intangible assets with finite useful lives are amortized using the straight-line method over their respective estimated useful lives, which for contract acquisition costs and development commissions is the contract term, including any renewal periods at our sole option. These estimated useful lives are generally as follows: management contracts recorded at the Merger (13 to 16 years); management contract acquisition costs and development commissions (20 to 30 years); franchise contracts recorded at the Merger (12 to 13 years); franchise contract acquisition costs and development commissions (10 to 20 years); leases (12 to 35 years); Hilton Honors (16 years); and capitalized software development costs (3 years).The amortization of our intangible assets, excluding contract acquisition costs, is included in depreciation and amortization expense, and the amortization of contract acquisition costs is recognized as a reduction to franchise fees and base and other management fees (based on the contract type) in our consolidated statements of operations. Costs incurred prior to the acquisition of a contract (e.g., external legal costs) are expensed as incurred and included in general and administrative expenses in our consolidated statements of operations. Cash flows for contract acquisition costs and development commissions are included as operating activities in our consolidated statements of cash flows.

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We review all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations.

Hilton Honors

Hilton Honors is our guest loyalty and marketing program provided to hotel and resort properties. Nearly all of our owned, leased, managed and franchised properties participate in the Hilton Honors program. Hilton Honors members earn points based on their spending at our participating properties and through participation in affiliated partner programs. When points are earned by Hilton Honors members, they are provided with a material right to free or discounted goods or services in the future upon accumulation of the required level of Hilton Honors points. Points may be redeemed for the right to stay at participating properties, as well as for other goods and services from third parties, including, but not limited to, airlines, car rentals, cruises, vacation packages, shopping and dining. As the points are issued to a Hilton Honors member, the property or affiliated partner pays Hilton Honors based on an estimated cost per point for the costs of operating the program, which include marketing, promotion, communication and administrative expenses, as well as the estimated cost of award redemptions.

We record liabilities for the payments received from participating hotels and program partners, which are typically due when the points are issued to a Hilton Honors member. Amounts equal to the estimated cost per point of the future redemption obligation are included in the liability for guest loyalty program and any amounts received in excess of the estimated cost per point are included in deferred revenues in our consolidated balance sheets. We engage outside actuaries to assist in determining the fair value of the future redemption obligation using statistical formulas that project future point redemptions based on factors that include historical experience, an estimate of points that will eventually be redeemed, which includes an estimate of "breakage" for points that will never be redeemed, and the cost of reimbursing properties and other third parties in respect to other redemption opportunities available to members. When points are issued as a result of a stay at our owned or leased hotel, we recognize a reduction in owned and leased hotel revenues, since we are also the guest loyalty program sponsor. For the Hilton Honors fees that are charged to the participating properties, we allocate the fees to the material right created by Hilton Honors points issued using the variable consideration allocation guidance, since the fees are directly related to the issuance of Hilton Honors points to the Hilton Honors member and Hilton's efforts to satisfy the future redemption of those Hilton Honors points.

The transaction prices for the Hilton Honors points are reduced by the expected payments to the third parties that will provide the free or discounted room or service using the actuarial projection of the cost per point. The remaining transaction price is then further allocated to the points that are expected to be redeemed, adjusting the points that are issued for estimated breakage, and recognized when those points are redeemed. While the points are outstanding, both the estimate of the expected payments to third parties (cost per point) and the estimated breakage are reevaluated, and the amount of revenue recognized when each point is redeemed is adjusted so that the final amount allocated to the material right is reflective of the amount retained for providing all of the free or discounted goods and services, net of the payments to third parties and points not redeemed.

We also earn license fees from co-brand credit card arrangements (see "Management and franchise revenues" within the "Revenue Recognition" section above). The co-brand license fee is allocated between two performance obligations based on their estimated standalone selling prices: (i) an IP license using the relief-from-royalty method; and (ii) material rights for free or discounted goods or services to the credit card customers using a cost plus method based on an evaluation of other third-party administrators.

We satisfy our performance obligation related to points issued under the Hilton Honors guest loyalty program at a point in time when points are redeemed for a free good or service by the Hilton Honors member, and we satisfy our remaining performance obligations over time as the customer simultaneously receives and consumes the benefits of the goods or services provided. Hilton Honors reimburses participating properties when points are redeemed by members at the respective properties, at which time the redemption obligation is reduced and the related deferred revenue is recognized in other revenues from managed and franchised properties in our consolidated statements of operations. Additionally, when Hilton Honors members redeem award certificates at our owned and leased hotels, we recognize room revenue, included in owned and leased hotels revenue in our consolidated statements of operations.

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Recently Issued Accounting Pronouncements

Adopted Accounting Standards

In March 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-07 ("ASU 2017-07"), Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires employers to report the service cost component of net periodic pension cost in the same line item or items of the statement of operations as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic pension cost must be presented separately from the service cost component and outside of a subtotal of income (loss) from operations. We adopted ASU 2017-07 on January 1, 2018 on a retrospective basis in our condensed consolidated statements of operations, which includes presenting: (i) the service cost component of net periodic pension cost in owned and leased hotel expenses and general and administrative expenses; and (ii) the other components of net periodic pension cost in other non-operating income (loss), net in our condensed consolidated statements of operations. Prior to adoption, all net periodic pension costs were presented in owned and leased hotel expenses and general and administrative expenses. We have applied the practical expedient permitting us to use the amounts disclosed in our Employee Benefits Plans note in our Annual Report on Form 10-K for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. See the "Prior Period Financial Information" below for the effect of the adoption of ASU 2017-07 on our condensed consolidated statement of operations for the three months ended March 31, 2017.

In May 2014, the FASB issued ASU 2014-09. This ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605) and requires entities to recognize revenue when a customer obtains control of promised goods or services and in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Subsequent to ASU 2014-09, the FASB issued several related ASUs to clarify the application of the new revenue recognition standard, collectively referred to herein as ASU 2014-09. We adopted the requirements of ASU 2014-09 on January 1, 2018 using the full retrospective approach, as permitted by the standard, resulting in a cumulative adjustment to accumulated deficit of $212 million as of January 1, 2016.

The provisions of ASU 2014-09 affected our revenue recognition as follows:

• Application, initiation and other fees are recognized over the term of the franchise contract, rather than upon execution of the contract and the unamortized portion of these fees is included in deferred revenues in our condensed consolidated balance sheets.

• Certain contract acquisition costs related to our management and franchise contracts are recognized over the term of the contracts as a reduction to revenue, instead of as amortization expense. This change does not affect net income (loss).

• Incentive management fees are recognized to the extent that it is probable that a significant reversal will not occur as a result of future hotel profits or cash flows, as opposed to recognizing amounts that would be due if the management contract was terminated at the end of the reporting period. This change does not affect net income (loss) for any full year period.

• Revenue related to our Hilton Honors guest loyalty program is recognized upon point redemption, net of any reward reimbursement paid to a third party, as opposed to recognized on a gross basis at the time points are issued in conjunction with the accrual of the expected future cost of the reward reimbursement. Additionally, points issued at owned and leased hotels are accounted for as a reduction of revenue from owned and leased hotels, as opposed to expenses of owned and leased hotels. Fees received in excess of the estimated liability for guest loyalty program are included in deferred revenues in our condensed consolidated balance sheets.

• Reimbursable fees related to our management and franchise contracts are recognized as they are billed, as opposed to when we incur the related expenses. Timing differences related to the receipt and spend of these fees will no longer be recorded in other assets and other liabilities in our condensed consolidated balance sheets.

We have not retrospectively restated for management and franchise contracts modified before January 1, 2016 for the contract modifications. Instead, we have reflected the aggregate effect of all contract modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price. The estimated effect of applying this practical expedient is to use a longer period over which to straight line any fixed consideration either received from the customer or paid to the customer, since all fees will be amortized over the full contract term beginning on the date of initial execution, rather than amortizing fees received upon contract modifications prospectively from the contract modification date. We do not anticipate that this effect is material given the insignificance of the fixed consideration compared to the overall consideration we expect to earn over the term of the contract. See the "Prior Period Financial

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Information" below for the effect of the adoption of ASU 2014-09 on our condensed consolidated balance sheet as of December 31, 2017 and our condensed consolidated statement of operations for the three months ended March 31, 2017.

Prior Period Financial Information

The following table presents the effect of the adoption of ASU 2014-09 for the line items affected on our condensed consolidated balance sheet:

	December 31, 2017
	As Previously Reported			Adoption of ASU 2014-09			As Adjusted
	(in millions)
ASSETS
Accounts receivable, net	$	998		$	7		$	1,005
Prepaid expenses	111			16			127
Other current assets	171			(2		)	169
Management and franchise contracts, net	909			44			953
Deferred income tax assets	113			(2		)	111
Other non-current assets	434			(143		)	291
TOTAL ASSETS	14,308			(80		)	14,228
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, accrued expenses and other(1)(2)	1,487			(71		)	1,416
Current portion of deferred revenues(1)	41			325			366
Deferred revenues	97			732			829
Deferred income tax liabilities	1,063			(132		)	931
Other non-current liabilities	1,470			(550		)	920
Total liabilities	12,233			304			12,537
Equity:
Accumulated deficit	(6,596		)	(385		)	(6,981		)
Accumulated other comprehensive loss	(742		)	1			(741		)
Total equity	2,075			(384		)	1,691
TOTAL LIABILITIES AND EQUITY	14,308			(80		)	14,228

____________

⁽¹⁾  The current portion of deferred revenues has been separated from accounts payable, accrued expenses and other in the "As Previously Reported" column following the adoption of ASU 2014-09.

⁽²⁾  The current portion of liability for guest loyalty program has been separated from accounts payable, accrued expenses and other to conform with current presentation. The balance was $622 million as of December 31, 2017 and did not change as a result of the adoption of ASU 2014-09.

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The following table presents the effect of the adoption of ASU 2014-09 and ASU 2017-07 on our condensed consolidated statement of operations:

	Three Months Ended March 31, 2017
	As Previously Reported			Adoption of ASU 2014-09			Adoption of ASU 2017-07			As Adjusted
	(in millions)
Revenues
Franchise fees	$	294		$	(12	)	$	—		$	282
Base and other management fees	83			(2		)	—			81
Incentive management fees	52			(3		)	—			49
Owned and leased hotels	300			(4		)	—			296
Other revenues	37			—			—			37
	766			(21		)	—			745
Other revenues from managed and franchised properties	1,395			(244		)	—			1,151
Total revenues	2,161			(265		)	—			1,896
Expenses
Owned and leased hotels	272			(4		)	—			268
Depreciation and amortization	89			(3		)	—			86
General and administrative	105			—			1			106
Other expenses	23			—			—			23
	489			(7		)	1			483
Other expenses from managed and franchised properties	1,395			(199		)	—			1,196
Total expenses	1,884			(206		)	1			1,679
Operating income	277			(59		)	(1		)	217
Interest expense	(104		)	15			—			(89		)
Loss on foreign currency transactions	(4		)	—			—			(4		)
Loss on debt extinguishment	(60		)	—			—			(60		)
Other non-operating income, net	1			—			1			2
Income before income taxes	110			(44		)	—			66
Income tax expense	(35		)	17			—			(18		)
Net income	75			(27		)	—			48
Net income attributable to noncontrolling interests	(1		)	—			—			(1		)
Net income attributable to Hilton stockholders	$	74		$	(27	)	$	—		$	47
Earnings per share:
Basic	$	0.22								$	0.14
Diluted	$	0.22								$	0.14

Accounting Standards Not Yet Adopted

In February 2018, the FASB issued ASU No. 2018-02 ("ASU 2018-02"), Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects that do not reflect the appropriate tax rates as a result of the Tax Cuts and Jobs Act of 2017 (the "TCJ Act"). The provisions of ASU 2018-02 are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years and should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax rate in the TCJ Act is recognized. Early adoption is permitted. We are currently evaluating the effect that ASU 2018-02 will have on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02 ("ASU 2016-02"), Leases (Topic 842), which supersedes existing guidance on accounting for leases in Leases (Topic 840) and generally requires all leases, including operating leases, to be

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recognized in the statement of financial position as right-of-use assets and lease liabilities by lessees. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach and are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. We intend to adopt the standard on January 1, 2019 and apply the package of practical expedients available to us upon adoption. We are continuing to evaluate the effect that this ASU will have on our consolidated financial statements, but we expect this ASU to have a material effect on our consolidated balance sheet.

Note 3: Revenues from Contracts with Customers

Contract Liabilities

The following table summarizes the activity of our contract liabilities, which are classified as a component of current and long-term deferred revenues, during the three months ended March 31, 2018:

	(in millions)
Balance as of December 31, 2017	$	1,087
Cash received in advance and not recognized as revenue	115
Revenue recognized	(60		)
Other(1)	(53		)
Balance as of March 31, 2018	$	1,089

____________

⁽¹⁾  Represents the reclassification from deferred revenues to the current portion of liability for guest loyalty program in our condensed consolidated balance sheet. The reclassification is the result of changes in estimated transaction prices for our performance obligations related to points issued under Hilton Honors due to a change in our expected costs to the third parties providing the good or service associated with the Hilton Honors points.

Performance Obligations

Estimated revenues expected to be recognized related to performance obligations that were unsatisfied as of March 31, 2018, including revenues related to application, initiation and other fees and excluding revenues related to Hilton Honors, royalty fees, base management fees and incentive management fees, were as follows:

Year	(in millions)
2018 (remaining)	$	32
2019	43
2020	47
2021	52
2022	57
Thereafter	323
	$	554

As of March 31, 2018, we had $535 million of deferred revenues related to unsatisfied performance obligations under Hilton Honors, which are not included in the table above. Revenue will be recognized as the points are redeemed, which is expected to occur over the next two years.

We did not estimate revenues expected to be recognized related to our unsatisfied performance obligations for our: (i) royalty fees since they are considered sales-based royalty fees recognized as hotel room sales occur in exchange for licenses of our brand names over the terms of the franchise contracts; and (ii) base management fees and incentive management fees since they are allocated entirely to the wholly unsatisfied promise to transfer management services, which form part of a single performance obligation in a series, over the term of the management contract. Therefore, there are no amounts included in the table above related to these revenues.

As part of the adoption of ASU 2014-09, we elected not to disclose the amount of the transaction price allocated to the same remaining performance obligations, disclosed above, as of December 31, 2017 or provide an explanation of when we expect to recognize that amount as revenue.

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Note 4: Consolidated Variable Interest Entities

As of March 31, 2018 and December 31, 2017, we consolidated three variable interest entities ("VIEs"): two entities that lease hotel properties and one management company. We are the primary beneficiaries of these consolidated VIEs as we have the power to direct the activities that most significantly affect their economic performance. Additionally, we have the obligation to absorb their losses and the right to receive benefits that could be significant to them. The assets of our consolidated VIEs are only available to settle the obligations of the respective entities. Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily comprised the following:

	March 31,		December 31,
	2018		2017
	(in millions)
Cash and cash equivalents	$	78	$	73
Accounts receivable, net	15		16
Property and equipment, net	59		57
Deferred income tax assets	60		56
Other non-current assets	61		57
Accounts payable, accrued expenses and other	39		43
Long-term debt(1)	222		212

____________

⁽¹⁾  Includes capital lease obligations of $199 million and $191 million as of March 31, 2018 and December 31, 2017, respectively.

During the three months ended March 31,2018 and 2017, we did not provide any financial or other support to any VIEs that we were not previously contractually required to provide, nor do we intend to provide such support in the future.

Note 5: Amortizing Intangible Assets

Amortizing intangible assets were as follows:

	March 31, 2018
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
	(in millions)
Management and franchise contracts:
Management and franchise contracts recorded at Merger(1)	$	2,247	$	(1,761	)	$	486
Contract acquisition costs	436		(81		)	355
Development commissions	100		(13		)	87
	$	2,783	$	(1,855	)	$	928
Other amortizing intangible assets:
Leases(1)	$	310	$	(162	)	$	148
Capitalized software	596		(440		)	156
Hilton Honors(1)	343		(223		)	120
Other	38		(34		)	4
	$	1,287	$	(859	)	$	428

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	December 31, 2017
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
	(in millions)
Management and franchise contracts:
Management and franchise contracts recorded at Merger(1)	$	2,242	$	(1,716	)	$	526
Contract acquisition costs	416		(74		)	342
Development commissions	97		(12		)	85
	$	2,755	$	(1,802	)	$	953
Other amortizing intangible assets:
Leases(1)	$	301	$	(153	)	$	148
Capitalized software	585		(428		)	157
Hilton Honors(1)	341		(217		)	124
Other	38		(34		)	4
	$	1,265	$	(832	)	$	433

____________

⁽¹⁾  Represents intangible assets that were initially recorded at their fair value at the time of the Merger.

Amortization of our amortizing intangible assets included in depreciation and amortization expense in our condensed consolidated statements of operations was $69 million and $70 million for the three months ended March 31, 2018 and 2017, respectively, including $1 million of amortization expense on our development commissions in each period. Amortization of our contract acquisition costs recognized as a reduction in franchise fee and base and other management fee revenues was $7 million and $3 million for the three months ended March 31, 2018 and 2017, respectively.

We estimated future amortization for our amortizing intangible assets as of March 31, 2018 to be as follows:

	Recognized in Depreciation and Amortization Expense		Recognized as a Reduction of Franchise Fee and Base and Other Management Fee Revenues
Year	(in millions)
2018 (remaining)	$	205	$	16
2019	261		22
2020	210		22
2021	71		21
2022	61		21
Thereafter	193		253
	$	1,001	$	355

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Note 6: Debt

Long-term Debt

Long-term debt balances, including obligations for capital leases, and associated interest rates as of March 31, 2018, were as follows:

	March 31,			December 31,
	2018			2017
	(in millions)
Senior notes with a rate of 4.250%, due 2024	1,000			1,000
Senior notes with a rate of 4.625%, due 2025	900			900
Senior notes with a rate of 4.875%, due 2027	600			600
Senior secured term loan facility with a rate of 3.87%, due 2023	3,919			3,929
Capital lease obligations with an average rate of 6.33%, due 2021 to 2030	241			233
Other debt with an average rate of 2.65%, due 2018 to 2026	23			21
	6,683			6,683
Less: unamortized deferred financing costs and discount	(78		)	(81		)
Less: current maturities of long-term debt(1)	(47		)	(46		)
	$	6,558		$	6,556

____________

⁽¹⁾  Net of unamortized deferred financing costs and discount attributable to current maturities of long-term debt.

Senior Notes

In April 2018, we issued $1.5 billion aggregate principal amount of senior notes, see Note 16: "Subsequent Events" for additional information.

In March 2017, we issued $900 million aggregate principal amount of 4.625% Senior Notes due 2025 (the "2025 Senior Notes") and $600 million aggregate principal amount of 4.875% Senior Notes due 2027 (the "2027 Senior Notes"), and incurred $21 million of debt issuance costs. We used the net proceeds of the 2025 Senior Notes and the 2027 Senior Notes, along with available cash, to redeem in full our $1.5 billion5.625% Senior Notes due 2021 (the "2021 Senior Notes"), plus accrued and unpaid interest. In connection with the repayment, we paid a redemption premium of $42 million and accelerated the recognition of $18 million of unamortized debt issuance costs, which were included in loss on debt extinguishment in our condensed consolidated statement of operations for the three months ended March 31, 2017.

The 4.250% Senior Notes due 2024 (the "2024 Senior Notes"), the 2025 Senior Notes and the 2027 Senior Notes are guaranteed on a senior unsecured basis by the Parent and certain of its wholly owned subsidiaries. See Note 15: "Condensed Consolidating Guarantor Financial Information" for additional details.

Senior Secured Credit Facility

Our senior secured credit facility consists of a $1.0 billion senior secured revolving credit facility (the "Revolving Credit Facility") and a senior secured term loan facility (the "Term Loans"). The obligations of our senior secured credit facility are unconditionally and irrevocably guaranteed by the Parent and substantially all of its direct and indirect wholly owned domestic subsidiaries.

As of March 31, 2018, we had $64 million of letters of credit outstanding under our Revolving Credit Facility and a borrowing capacity of $936 million.

In April 2018, we repaid approximately $500 million of our Term Loans and reduced the interest rate 25 basis points to LIBOR plus 175 basis points. See Note 16: "Subsequent Events" for additional information.

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Debt Maturities

The contractual maturities of our long-term debt as of March 31, 2018 were as follows:

Year	(in millions)
2018 (remaining)	$	41
2019	56
2020	58
2021	59
2022	59
Thereafter	6,410
	$	6,683

Note 7: Derivative Instruments and Hedging Activities

Cash Flow Hedges

In May 2017, we began hedging foreign exchange-based cash flow variability in certain of our foreign currency denominated management and franchise fees using forward contracts (the "Fee Forward Contracts"). We elected to designate these Fee Forward Contracts as cash flow hedges for accounting purposes. As of March 31, 2018, the Fee Forward Contracts had an aggregate notional amount of $68 million and maturities of 24 months or less.

As of March 31, 2018, we held two interest rate swap agreements with notional amounts of $1.6 billion and $750 million, which swap one-month LIBOR on the Term Loans to fixed rates of 1.98 percent and 2.02 percent, respectively, and expire in March 2022. We elected to designate these interest rate swaps as cash flow hedges for accounting purposes.

Non-designated Hedges

As of March 31, 2018, we held short-term forward contracts with an aggregate notional amount of $336 million to offset exposure to fluctuations in certain of our foreign currency denominated cash balances. We elected not to designate these forward contracts as hedging instruments. Depending on the fair value of each contract, we classify it as an asset or liability.

Fair Value of Derivative Instruments

We measure our derivative instruments at fair value, which is estimated using a discounted cash flow analysis, and we consider the inputs used to measure the fair value as Level 2 within the fair value hierarchy. The discounted cash flow analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs of similar instruments, including interest rate curves and spot and forward rates, as applicable, as well as option volatility. The fair values of our derivative instruments in our condensed consolidated balance sheets were as follows:

		March 31,		December 31,
	Balance Sheet Classification	2018		2017
		(in millions)
Cash Flow Hedges:
Interest rate swaps	Other non-current assets	$	47	$	11
Forward contracts	Accounts payable, accrued expenses and other	1		1
Non-designated Hedges:
Forward contracts	Other current assets	1		4
Forward contracts	Accounts payable, accrued expenses and other	2		1

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Earnings Effect of Derivative Instruments

The gains and losses recognized in our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income before any effect for income taxes were as follows: 

		Three Months Ended
		March 31,
	Classification of Gain (Loss) Recognized	2018			2017
		(in millions)
Cash Flow Hedges(1)(2):
Interest rate swaps	Other comprehensive income	$	34		$	(9	)
Interest rate swaps	Interest expense	(2		)	(2		)
Forward contracts	Other comprehensive income	(1		)	N/A
Non-designated Hedges:
Interest rate swaps	Other non-operating income, net	N/A			2
Interest rate swaps(3)	Interest expense	(3		)	(3		)
Forward contracts	Gain (loss) on foreign currency transactions	1			1

____________

⁽¹⁾  There were no amounts recognized in earnings related to hedge ineffectiveness or amounts excluded from hedge effectiveness testing during the three months ended March 31, 2018 and 2017.

⁽²⁾  The earnings effect of the Fee Forward Contracts on fee revenues for the three months ended March 31, 2018 was less than $1 million.

⁽³⁾  These amounts are related to the dedesignation of interest rate swaps in 2016 that no longer met the criteria for hedge accounting and were settled in 2017. The amounts were reclassified from accumulated other comprehensive loss as the underlying transactions occurred.

Note 8: Fair Value Measurements

We did not elect the fair value measurement option for any of our financial assets or liabilities. The fair values of certain financial instruments and the hierarchy level we used to estimate the fair values are shown below, see Note 7: "Derivative Instruments and Hedging Activities" for the fair value information of our derivatives:

	March 31, 2018
			Hierarchy Level
	Carrying Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	237	$	—	$	237	$	—
Restricted cash equivalents	12		—		12		—
Liabilities:
Long-term debt(1)	6,341		2,471		—		3,951

	December 31, 2017
			Hierarchy Level
	Carrying Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	284	$	—	$	284	$	—
Restricted cash equivalents	12		—		12		—
Liabilities:
Long-term debt(1)	6,348		2,575		—		3,954

____________

⁽¹⁾ The carrying values include unamortized deferred financing costs and discount. The carrying values and fair values exclude capital lease obligations and other debt.

The fair values of financial instruments not included in these tables are estimated to be equal to their carrying values as of March 31, 2018 and December 31, 2017. Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values.

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Cash equivalents and restricted cash equivalents primarily consisted of short-term interest-bearing money market funds with maturities of less than 90 days and time deposits. The estimated fair values were based on available market pricing information of similar financial instruments.

The estimated fair values of our Level 1 long-term debt were based on prices in active debt markets. The estimated fair values of our Level 3 long-term debt were based on indicative quotes received for similar issuances.

Note 9: Income Taxes

On December 22, 2017, the TCJ Act, which permanently reduces the federal corporate income tax rate from a graduated 35 percent to a flat 21 percent rate and imposes a one-time transition tax on earnings of foreign subsidiaries that were previously deferred, was signed into law. As of March 31, 2018, we had not completed our accounting for the tax effects of enactment of the TCJ Act; however, where possible, as described below, we made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. In other cases, we were not able to make a reasonable estimate and continued to account for those items based on the provisions of the tax laws that were in effect immediately prior to enactment. For the items for which were able to determine a reasonable estimate, we recognized a provisional benefit at December 31, 2017 of $665 million, of which $517 million was the result of the remeasurement of U.S. deferred tax assets and other tax liabilities. The provisional benefit of $517 million recorded at December 31, 2017 on our existing deferred tax balances excludes the income tax impact of the adoption of ASU 2014-09. Other than the effects of the adoption of ASU 2014-09 on our balance sheet as of December 31, 2017, as of March 31, 2018, we have not recognized any adjustments to the provisional amounts recorded at December 31, 2017.

Provisional Amounts

• Deferred tax assets and liabilities and other tax liabilities. We remeasured deferred tax assets and liabilities and other tax liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent. The provisional amounts recorded at December 31, 2017 related to the remeasurement of our deferred tax assets and liabilities, uncertain tax position reserves, and other tax liabilities were income tax benefits of $517 million, $33 million and $84 million, respectively. However, this remeasurement is based on estimates as of the enactment date of the TCJ Act and our existing analysis of the numerous complex tax law changes in the TCJ Act. As we finalize our analysis of the tax law changes in the TCJ Act, including the impact on our 2017 tax return filing positions throughout the 2018 fiscal year, we will update our provisional amounts for this remeasurement. As of March 31, 2018, our provisional amounts remain unchanged.

• Foreign taxation changes. A one-time transition tax is applied to foreign earnings previously not subjected to U.S. tax. The one-time transition tax is based on our total post-1986 earnings and profits ("E&P") that were previously deferred from U.S. income taxes, but is assessed at a lower tax rate than the federal corporate tax rate of 35 percent. We recorded a provisional amount for our one-time transition tax liability for our foreign subsidiaries based on estimates, as of the enactment date of the TCJ Act, for our controlled foreign subsidiaries and estimates of the total post-1986 E&P for noncontrolled foreign subsidiaries. Additionally, the language in the TCJ Act is not specific enough to address all aspects of the calculation of the transition tax and leaves certain components of the calculation open to interpretation. The U.S. Treasury department is expected to issue regulations to provide clarification. We will update our provisional amounts related to the transition tax for the E&P of our noncontrolled foreign subsidiaries, as further guidance is provided by the U.S. Treasury department. We previously recorded a federal deferred tax liability for our deferred earnings at the statutory 35 percent rate. The application of the transition tax results in the deferred earnings previously recorded at 35 percent being subjected to a lower rate, resulting in a provisional income tax benefit at December 31, 2017 of $15 million. We had not recorded certain deferred tax assets, related primarily to E&P deficits, for some foreign subsidiaries based upon an expectation that no tax benefit from such assets would be realized within the foreseeable future. The recognition of tax benefits from the deferred tax assets previously not recorded resulted in a provisional income tax benefit at December 31, 2017 of $16 million. As of March 31, 2018, our provisional amounts remain unchanged. We continue to analyze and refine our calculations related to the measurement of these balances.

We continue to analyze the impact of the TCJ Act on our recognition of deferred tax assets and liabilities for outside basis differences in our investments in foreign subsidiaries and due to the complexity of these calculations on both our U.S. and foreign tax positions and uncertainty regarding the impact of new taxes on certain foreign earnings, we have not recorded provisional amounts. As of March 31, 2018, we had not recorded any deferred tax assets or liabilities for outside basis differences in our investments in foreign subsidiaries. We will further analyze the impact of these new taxes on foreign earnings and their impact on our tax positions throughout fiscal year 2018 to allow us to complete the required accounting for our

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outside basis differences in our investments in foreign subsidiaries. We continued to apply Accounting Standards Codification 740 based on the provisions of the tax laws that were in effect immediately prior to the TCJ Act being enacted.

Global Intangible Low-Taxed Income ("GILTI") and Foreign Derived Intangible Income ("FDII")

The TCJ Act subjects a U.S. shareholder to current tax on GILTI earned by certain foreign subsidiaries. In addition, the TCJ Act provides for FDII to be taxed at a lower effective rate than the statutory rate by allowing a tax deduction against the income. Interpretive guidance on the accounting for GILTI states than an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. Given the complexity of the GILTI provisions, we are still evaluating the effects of the GILTI provisions and have not yet determined our accounting policy. At March 31, 2018, because we are still evaluating the GILTI provisions and our analysis of future taxable income that is subject to GILTI, we have included GILTI and the FDII deduction related to current-year operations only in our estimated annual effective tax rate and have not provided additional GILTI on deferred items.

At the end of each quarter, we estimate the effective income tax rate expected to be applied for the full year. The effective income tax rate is determined by the level and composition of pre-tax income or loss, which is subject to federal, state, local and foreign income taxes.

Our total unrecognized tax benefit as of March 31, 2018 was $284 million. We accrued approximately $35 million for the payment of interest and penalties as of March 31, 2018. Included in the balance of unrecognized tax benefits as of March 31, 2018 was $285 million associated with positions that, if favorably resolved, would provide a benefit to our effective income tax rate.

In April 2014, we received 30-day Letters from the Internal Revenue Service ("IRS") and the Revenue Agents Report ("RAR") for the 2006 and October 2007 tax years. We disagreed with several of the proposed adjustments in the RAR, filed a formal appeals protest with the IRS and did not make any tax payments related to this audit. The issues being protested in appeals relate to assertions by the IRS that: (i) certain foreign currency denominated intercompany loans from our foreign subsidiaries to certain U.S. subsidiaries should be recharacterized as equity for U.S. federal income tax purposes and constitute deemed dividends from such foreign subsidiaries to our U.S. subsidiaries; (ii) in calculating the amount of U.S. taxable income resulting from our Hilton Honors guest loyalty program, we should not reduce gross income by the estimated costs of future redemptions, but rather such costs would be deductible at the time the points are redeemed; and (iii) certain foreign currency denominated loans issued by one of our Luxembourg subsidiaries whose functional currency is the U.S. dollar ("USD"), should instead be treated as issued by one of our Belgian subsidiaries whose functional currency is the euro, and thus foreign currency gains and losses with respect to such loans should have been measured in euros, instead of USD. Additionally, in January 2016, we received a 30-day Letter from the IRS and the RAR for the December 2007 through 2010 tax years. The RAR includes the proposed adjustments for tax years December 2007 through 2010, which reflect the carryover effect of the three protested issues from 2006 through October 2007. These proposed adjustments will also be protested in appeals and formal appeals protests have been submitted. In total, the proposed adjustments sought by the IRS would result in additional U.S. federal tax owed of approximately$874 million, excluding interest and penalties and potential state income taxes. The portion of this amount related to Hilton Honorswould result in a decrease to our future tax liability when the points are redeemed. We disagree with the IRS's position on each of these assertions and intend to vigorously contest them. However, based on continuing appeals process discussions with the IRS, we believe that it is more likely than not that we will not recognize the full benefit related to certain of the issues being appealed. Accordingly, as of March 31, 2018, we have recorded $45 million of unrecognized tax benefits related to these issues.

We file income tax returns, including returns for our subsidiaries, with federal, state, local and foreign tax jurisdictions. We are under regular and recurring audit by the IRS and other taxing authorities on open tax positions. The timing of the resolution of tax audits is highly uncertain, as are the amounts, if any, that may ultimately be paid upon such resolution. Changes may result from the conclusion of ongoing audits, appeals or litigation in federal, state, local and foreign tax jurisdictions or from the resolution of various proceedings between the U.S. and foreign tax authorities. We are no longer subject to U.S. federal income tax examination for years through 2004. As of March 31, 2018, we remain subject to federal examinations from 2005 through 2016, state examinations from 2005 through 2016 and foreign examinations of our income tax returns for the years 1996 through 2017.

Note 10: Share-Based Compensation

We grant time-vesting restricted stock units and restricted stock (collectively, "RSUs"), nonqualified stock options ("options") and performance-vesting restricted stock units and restricted stock (collectively, "performance shares") to our

21

employees and deferred share units ("DSUs") to members of our board of directors. We recognized share-based compensation expense of $28 million and $25 million during the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, unrecognized compensation costs for unvested awards was approximately $223 million, which are expected to be recognized over a weighted-average period of 2.0 years on a straight-line basis. As of March 31, 2018, there were 16.2 million shares of common stock available for future issuance under our 2017 Omnibus Incentive Plan, plus any shares subject to awards outstanding under our 2013 Omnibus Incentive Plan, which will become available for issuance under our 2017 Omnibus Incentive Plan if such outstanding awards expire or are terminated or are canceled or forfeited.

RSUs

During the three months ended March 31, 2018, we granted 0.9 million RSUs with a weighted average grant date fair value per share of $79.37, which generally vest in equal annual installments over two or three years from the date of grant.

Options

During the three months ended March 31, 2018, we granted 0.6 million options with an exercise price per share of $79.35, which vest over three years from the date of grant in equal annual installments and terminate 10 years from the date of grant or earlier if the individual’s service terminates under certain circumstances.

The weighted average grant date fair value per share of the options granted during the three months ended March 31, 2018 was $23.78, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:

Expected volatility(1)	27.99	%
Dividend yield(2)	0.74	%
Risk-free rate(3)	2.73	%
Expected term (in years)(4)	6.0

____________

⁽¹⁾  Estimated using historical movement of Hilton's stock price.

⁽²⁾  Estimated based on the current quarterly dividend and the three-month average stock price at the date of grant.

⁽³⁾  Based on the yields of U.S. Department of Treasury instruments with similar expected lives.

⁽⁴⁾  Estimated using the average of the vesting periods and the contractual term of the options.

As of March 31, 2018, 1.2 million options were exercisable.

Performance Shares

During the three months ended March 31, 2018, we granted 0.3 million performance shares with a weighted average grant date fair value per share of $79.35. The performance shares are settled at the end of the three-year performance period with 50 percent of the awards subject to achievement based on the Company's adjusted earnings before interest expense, a provision for income taxes and depreciation and amortization ("Adjusted EBITDA") compound annual growth rate ("CAGR") ("EBITDA CAGR") and the other 50 percent of the awards subject to achievement based on the Company’s free cash flow ("FCF") per share CAGR ("FCF CAGR"). We determined that the performance conditions for performance shares issued in 2018 and 2017 are probable of achievement and, as of March 31, 2018, we recognized compensation expense based on the following anticipated achievement percentages for these performance shares:

	EBITDA CAGR		FCF CAGR
2017 performance shares	200	%	200	%
2018 performance shares	150	%	125	%

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Note 11: Stockholders' Equity and Accumulated Other Comprehensive Loss

The changes in the components of stockholders' equity were as follows:

	Equity Attributable to Hilton Stockholders
					Treasury Stock			Additional Paid-in Capital			Accumulated Deficit(1)			Accumulated Other Comprehensive Loss
	Common Stock																Noncontrolling Interests
	Shares		Amount																Total
	(in millions)
Balance as of December 31, 2017	317		$	3	$	(891	)	$	10,298		$	(6,981	)	$	(741	)	$	3	$	1,691
Share-based compensation	1		—		—			(10		)	—			—			—		(10		)
Repurchases of common stock	(1	)	—		(110		)	—			—			—			—		(110		)
Net income	—		—		—			—			161			—			2		163
Other comprehensive income	—		—		—			—			—			61			—		61
Dividends	—		—		—			—			(48		)	—			—		(48		)
Balance as of March 31, 2018	317		$	3	$	(1,001	)	$	10,288		$	(6,868	)	$	(680	)	$	5	$	1,747

	Equity Attributable to Hilton Stockholders
					Treasury Stock			Additional Paid-in Capital			Accumulated Deficit(1)			Accumulated Other Comprehensive Loss
	Common Stock																Noncontrolling Interests(2)
	Shares		Amount																	Total
	(in millions)
Balance as of December 31, 2016	329		$	3	$	—		$	10,220		$	(3,545	)	$	(1,001	)	$	(50	)	$	5,627
Share-based compensation	2		—		—			(7		)	—			—			—			(7		)
Repurchases of common stock	(1	)	—		(70		)	—			—			—			—			(70		)
Net income	—		—		—			—			47			—			1			48
Other comprehensive income (loss)	—		—		—			—			—			20			(1		)	19
Dividends	—		—		—			—			(50		)	—			—			(50		)
Spin-offs of Park and HGV	—		—		—			—			(4,318		)	63			49			(4,206		)
Cumulative effect of the adoption of ASU 2016-09	—		—		—			1			(1		)	—			—			—
Distributions	—		—		—			—			—			—			(1		)	(1		)
Balance as of March 31, 2017	330		$	3	$	(70	)	$	10,214		$	(7,867	)	$	(918	)	$	(2	)	$	1,360

___________

⁽¹⁾  Includes adjustments of $385 million and $222 million as of December 31, 2017 and 2016, respectively, as a result of the adoption of ASU 2014-09 as of January 1, 2016. See Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" for additional information.

⁽²⁾  Other comprehensive loss was related to a currency translation adjustment.

During 2017, our board of directors authorized stock repurchases of up to $2.0 billion of the Company's common stock. During the three months ended March 31, 2018, we repurchased 1.3 million shares of common stock under the program. As of March 31, 2018, approximately $1.0 billion remained available for share repurchases under the program. In April 2018, we repurchased 16.5 million shares of Hilton common stock from HNA for $1.17 billion, which was made apart from, and not pursuant to, the stock repurchase program. See Note 16: "Subsequent Events" for additional information.

The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows:

	Currency Translation Adjustment(1)			Pension Liability Adjustment(2)			Cash Flow Hedge Adjustment(3)		Total
	(in millions)
Balance as of December 31, 2017	$	(513	)	$	(229	)	$	1	$	(741	)
Other comprehensive income (loss) before reclassifications	32			(1		)	24		55
Amounts reclassified from accumulated other comprehensive loss	—			2			4		6
Net current period other comprehensive income	32			1			28		61
Balance as of March 31, 2018	$	(481	)	$	(228	)	$	29	$	(680	)

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	Currency Translation Adjustment(1)			Pension Liability Adjustment(2)			Cash Flow Hedge Adjustment(3)			Total
	(in millions)
Balance as of December 31, 2016	$	(738	)	$	(251	)	$	(12	)	$	(1,001	)
Other comprehensive income (loss) before reclassifications	21			(1		)	(5		)	15
Amounts reclassified from accumulated other comprehensive loss	—			2			3			5
Net current period other comprehensive income (loss)	21			1			(2		)	20
Spin-offs of Park and HGV	63			—			—			63
Balance as of March 31, 2017	$	(654	)	$	(250	)	$	(14	)	$	(918	)

____________

⁽¹⁾  Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature.

⁽²⁾  Amounts reclassified include the amortization of prior service cost and the amortization of net loss that were included in our computation of net periodic pension cost. They were recognized in other non-operating income, net in our condensed consolidated statements of operations and are presented net of a $1 million tax benefit for the three months ended March 31, 2018 and 2017.

⁽³⁾  Amounts reclassified relate to the designated interest rate swaps, as well as the interest rate swaps that were dedesignated in 2016 and settled in 2017. The amounts were recognized in interest expense in our condensed consolidated statements of operations and are presented net of a tax benefit of $1 million and $2 million for the three months ended March 31, 2018 and 2017, respectively.

Note 12: Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share ("EPS"):

	Three Months Ended
	March 31,
	2018		2017
	(in millions, except per share amounts)
Basic EPS:
Numerator:
Net income attributable to Hilton stockholders	$	161	$	47
Denominator:
Weighted average shares outstanding	316		330
Basic EPS	$	0.51	$	0.14
Diluted EPS:
Numerator:
Net income attributable to Hilton stockholders	$	161	$	47
Denominator:
Weighted average shares outstanding	319		331
Diluted EPS	$	0.51	$	0.14

Less than 1 million share-based compensation awards were excluded from the weighted average shares outstanding in the computation of diluted EPS for the three months ended March 31, 2018 and 2017 because their effect would have been anti-dilutive under the treasury stock method.

Note 13: Business Segments

We are a hospitality company with operations organized in two distinct operating segments: (i) management and franchise; and (ii) ownership. These segments are managed and reported separately because of their distinct economic characteristics.

The management and franchise segment includes all of the hotels we manage for third-party owners, as well as all franchised hotels operated or managed by someone other than us. As of March 31, 2018, this segment included 650 managed hotels and 4,570 franchised hotels consisting of 833,421 total rooms. This segment also earns license fees from HGV and co-brand credit card arrangements and fees for managing properties in our ownership segment.

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As of March 31, 2018, the ownership segment included 71 properties totaling 21,718 rooms, comprising 62 hotels that we wholly owned or leased, one hotel owned by a consolidated non-wholly owned entity, two hotels leased by consolidated VIEs and six hotels owned or leased by unconsolidated affiliates.

The performance of our operating segments is evaluated primarily on operating income, without allocating corporate and other revenues and other expenses or general and administrative expenses.

The following table presents revenues for our reportable segments, reconciled to consolidated amounts:

	Three Months Ended
	March 31,
	2018			2017
	(in millions)
Franchise fees	$	333		$	283
Base and other management fees(1)	90			90
Incentive management fees	55			49
Management and franchise	478			422
Ownership	334			296
Segment revenues	812			718
Amortization of contract acquisition costs	(7		)	(3		)
Other revenues	23			37
Direct reimbursements from managed and franchised properties	699			663
Indirect reimbursements from managed and franchised properties	555			488
Intersegment fees elimination(1)	(8		)	(7		)
Total revenues	$	2,074		$	1,896

____________

⁽¹⁾  Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.

The following table presents operating income for our reportable segments, reconciled to consolidated income before income taxes:

	Three Months Ended
	March 31,
	2018			2017
	(in millions)
Management and franchise(1)	$	478		$	422
Ownership(1)	6			21
Segment operating income	484			443
Amortization of contract acquisition costs	(7		)	(3		)
Other revenues, less other expenses	9			14
Net other expenses from managed and franchised properties	(21		)	(45		)
Depreciation and amortization	(82		)	(86		)
General and administrative	(104		)	(106		)
Operating income	279			217
Interest expense	(83		)	(89		)
Gain (loss) on foreign currency transactions	11			(4		)
Loss on debt extinguishment	—			(60		)
Other non-operating income, net	14			2
Income before income taxes	$	221		$	66

____________

⁽¹⁾  Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.

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The following table presents total assets for our reportable segments, reconciled to consolidated amounts:

	March 31,		December 31,
	2018		2017
	(in millions)
Management and franchise	$	11,435	$	11,505
Ownership	994		964
Corporate and other	1,831		1,759
	$	14,260	$	14,228

The following table presents capital expenditures for property and equipment for our reportable segments, reconciled to consolidated amounts:

	Three Months Ended
	March 31,
	2018		2017
	(in millions)
Ownership	$	7	$	6
Corporate and other	3		3
	$	10	$	9

Note 14: Commitments and Contingencies

We provide performance guarantees to certain owners of hotels that we operate under management contracts. Most of these guarantees allow us to terminate the contract, rather than fund shortfalls, if specified operating performance levels are not achieved. However, in limited cases, we are obligated to fund performance shortfalls. As of March 31, 2018, we had four contracts containing performance guarantees, with expirations ranging from 2019 to 2030, and possible cash outlays totaling approximately $47 million. Our obligations under these guarantees in future periods are dependent on the operating performance levels of these hotels over the remaining terms of the performance guarantees. We do not have any letters of credit pledged as collateral against these guarantees. As of March 31, 2018 and December 31, 2017, we recorded $14 million and $12 million, respectively, in accounts payable, accrued expenses and other and $7 million and $9 million, respectively, in other liabilities in our condensed consolidated balance sheets for one and two outstanding performance guarantees, respectively, that are related to VIEs for which we are not the primary beneficiary.

We receive fees from managed and franchise properties to operate our marketing, sales and brand programs on behalf of hotel owners. As of March 31, 2018 and December 31, 2017, we had collected an aggregate of $397 million and $402 million in excess of net amounts expended, respectively, across all programs.

We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums. While the ultimate results of claims and litigation cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation as of March 31, 2018 will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Note 15: Condensed Consolidating Guarantor Financial Information

Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. (the "HWF Issuers"), entities that are 100 percent owned by Hilton Worldwide Parent LLC ("HWP"), which is 100 percent owned by the Parent, issued the 2025 Senior Notes and 2027 Senior Notes in March 2017 and are guarantors of the 2024 Senior Notes. In September 2016, Hilton Domestic Operating Company Inc. ("HOC"), an entity incorporated in July 2016 that is 100 percent owned by Hilton Worldwide Finance LLC and is a guarantor of the 2025 Senior Notes and 2027 Senior Notes, assumed the 2024 Senior Notes that were issued in August 2016 by escrow issuers. The 2024 Senior Notes, 2025 Senior Notes and 2027 Senior Notes are collectively referred to as the Senior Notes. The HWF Issuers and HOC are collectively referred to as the Subsidiary Issuers.

The Senior Notes are guaranteed jointly and severally on a senior unsecured basis by HWP, the Parent and certain of the Parent's 100 percent owned domestic restricted subsidiaries that are themselves not issuers of the applicable series of Senior Notes (together, the "Guarantors''). The indentures that govern the Senior Notes provide that any subsidiary of the Company that provides a guarantee of our senior secured credit facility will guarantee the Senior Notes. As of March 31, 2018, none of

26

our foreign subsidiaries or U.S. subsidiaries owned by foreign subsidiaries or conducting foreign operations or our non-wholly owned subsidiaries guarantee the Senior Notes (collectively, the "Non-Guarantors").

The condensed consolidating financial information presents the financial information based on the composition of the Guarantors and Non-Guarantors as of March 31, 2018.

The guarantees are full and unconditional, subject to certain customary release provisions. The indentures that govern the Senior Notes provide that any Guarantor may be released from its guarantee so long as: (i) the subsidiary is sold or sells all of its assets; (ii) the subsidiary is released from its guaranty under our senior secured credit facility; (iii) the subsidiary is declared "unrestricted" for covenant purposes; (iv) the subsidiary is merged with or into the applicable Subsidiary Issuers or another Guarantor or the Guarantor liquidates after transferring all of its assets to the applicable Subsidiary Issuers or another Guarantor; or (v) the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied, in each case in compliance with applicable provisions of the indentures.

The following tables present the condensed consolidating financial information as of March 31, 2018 and December 31, 2017, and for the three months ended March 31, 2018 and 2017, for the Parent, HWF Issuers, HOC, Guarantors and Non-Guarantors.

27

	March 31, 2018
	Parent		HWF Issuers		HOC		Guarantors		Non-Guarantors		Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	2	$	14	$	594	$	—		$	610
Restricted cash and cash equivalents	—		—		33		10		30		—			73
Accounts receivable, net	—		—		17		700		263		—			980
Intercompany receivables	—		—		—		—		40		(40		)	—
Prepaid expenses	—		—		18		51		95		(3		)	161
Other	—		—		1		17		166		—			184
Total current assets	—		—		71		792		1,188		(43		)	2,008
Intangibles and Other Assets:
Investments in subsidiaries	1,737		7,092		8,301		1,737		—		(18,867		)	—
Goodwill	—		—		—		3,824		1,387		—			5,211
Brands	—		—		—		4,404		498		—			4,902
Management and franchise contracts, net	—		—		—		620		308		—			928
Other intangible assets, net	—		—		—		278		150		—			428
Property and equipment, net	—		—		19		66		273		—			358
Deferred income tax assets	5		—		104		—		136		(134		)	111
Other	—		55		33		67		159		—			314
Total intangibles and other assets	1,742		7,147		8,457		10,996		2,911		(19,001		)	12,252
TOTAL ASSETS	$	1,742	$	7,147	$	8,528	$	11,788	$	4,099	$	(19,044	)	$	14,260
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	—	$	39	$	126	$	555	$	625	$	(1	)	$	1,344
Current portion of deferred revenues	—		—		63		268		13		(2		)	342
Intercompany payables	—		—		40		—		—		(40		)	—
Current maturities of long-term debt	—		32		—		—		15		—			47
Income taxes payable	—		—		—		22		41		—			63
Current portion of liability for guest loyalty program	—		—		—		692		—		—			692
Total current liabilities	—		71		229		1,537		694		(43		)	2,488
Long-term debt	—		5,325		984		—		249		—			6,558
Deferred revenues	—		—		—		766		62		—			828
Deferred income tax liabilities	—		14		—		1,021		—		(134		)	901
Liability for guest loyalty program	—		—		—		841		—		—			841
Other	—		—		223		61		613		—			897
Total liabilities	—		5,410		1,436		4,226		1,618		(177		)	12,513
Equity:
Total Hilton stockholders' equity	1,742		1,737		7,092		7,562		2,476		(18,867		)	1,742
Noncontrolling interests	—		—		—		—		5		—			5
Total equity	1,742		1,737		7,092		7,562		2,481		(18,867		)	1,747
TOTAL LIABILITIES AND EQUITY	$	1,742	$	7,147	$	8,528	$	11,788	$	4,099	$	(19,044	)	$	14,260

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	December 31, 2017
	Parent		HWF Issuers		HOC		Guarantors		Non-Guarantors		Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	2	$	18	$	550	$	—		$	570
Restricted cash and cash equivalents	—		—		61		10		29		—			100
Accounts receivable, net	—		—		18		712		275		—			1,005
Intercompany receivables	—		—		—		—		40		(40		)	—
Prepaid expenses	—		—		25		24		84		(6		)	127
Income taxes receivable	—		—		—		60		—		(24		)	36
Other	—		—		1		13		155		—			169
Total current assets	—		—		107		837		1,133		(70		)	2,007
Intangibles and Other Assets:
Investments in subsidiaries	1,697		7,067		8,326		1,697		—		(18,787		)	—
Goodwill	—		—		—		3,824		1,366		—			5,190
Brands	—		—		—		4,405		485		—			4,890
Management and franchise contracts, net	—		—		2		645		306		—			953
Other intangible assets, net	—		—		1		283		149		—			433
Property and equipment, net	—		—		20		67		266		—			353
Deferred income tax assets	6		—		104		—		127		(126		)	111
Other	—		20		32		67		172		—			291
Total intangibles and other assets	1,703		7,087		8,485		10,988		2,871		(18,913		)	12,221
TOTAL ASSETS	$	1,703	$	7,087	$	8,592	$	11,825	$	4,004	$	(18,983	)	$	14,228
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	15	$	20	$	184	$	576	$	624	$	(3	)	$	1,416
Current portion of deferred revenues	—		—		90		266		13		(3		)	366
Intercompany payables	—		—		40		—		—		(40		)	—
Current maturities of long-term debt	—		32		—		—		14		—			46
Income taxes payable	—		—		—		—		36		(24		)	12
Current portion of liability for guest loyalty program	—		—		—		622		—		—			622
Total current liabilities	15		52		314		1,464		687		(70		)	2,462
Long-term debt	—		5,333		983		—		240		—			6,556
Deferred revenues	—		—		—		770		59		—			829
Deferred income tax liabilities	—		5		—		1,052		—		(126		)	931
Liability for guest loyalty program	—		—		—		839		—		—			839
Other	—		—		228		64		628		—			920
Total liabilities	15		5,390		1,525		4,189		1,614		(196		)	12,537
Equity:
Total Hilton stockholders' equity	1,688		1,697		7,067		7,636		2,387		(18,787		)	1,688
Noncontrolling interests	—		—		—		—		3		—			3
Total equity	1,688		1,697		7,067		7,636		2,390		(18,787		)	1,691
TOTAL LIABILITIES AND EQUITY	$	1,703	$	7,087	$	8,592	$	11,825	$	4,004	$	(18,983	)	$	14,228

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	Three Months Ended March 31, 2018
	Parent		HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise fees	$	—	$	—		$	44		$	262		$	29		$	(4	)	$	331
Base and other management fees	—		—			—			51			26			—			77
Incentive management fees	—		—			—			21			34			—			55
Owned and leased hotels	—		—			—			—			334			—			334
Other revenues	—		—			2			24			2			(5		)	23
	—		—			46			358			425			(9		)	820
Other revenues from managed and franchised properties	—		—			44			1,070			140			—			1,254
Total revenues	—		—			90			1,428			565			(9		)	2,074
Expenses
Owned and leased hotels	—		—			—			—			320			—			320
Depreciation and amortization	—		—			1			60			21			—			82
General and administrative	—		—			73			—			35			(4		)	104
Other expenses	—		—			2			7			9			(4		)	14
	—		—			76			67			385			(8		)	520
Other expenses from managed and franchised properties	—		—			46			1,084			145			—			1,275
Total expenses	—		—			122			1,151			530			(8		)	1,795
Operating income (loss)	—		—			(32		)	277			35			(1		)	279
Interest expense	—		(61		)	(13		)	—			(10		)	1			(83		)
Gain (loss) on foreign currency transactions	—		—			(3		)	8			6			—			11
Other non-operating income, net	—		—			3			8			3			—			14
Income (loss) before income taxes and equity in earnings from subsidiaries	—		(61		)	(45		)	293			34			—			221
Income tax benefit (expense)	—		15			13			(73		)	(13		)	—			(58		)
Income (loss) before equity in earnings from subsidiaries	—		(46		)	(32		)	220			21			—			163
Equity in earnings from subsidiaries	161		207			239			161			—			(768		)	—
Net income	161		161			207			381			21			(768		)	163
Net income attributable to noncontrolling interests	—		—			—			—			(2		)	—			(2		)
Net income attributable to Hilton stockholders	$	161	$	161		$	207		$	381		$	19		$	(768	)	$	161
Comprehensive income	$	222	$	190		$	207		$	382		$	52		$	(829	)	$	224
Comprehensive income attributable to noncontrolling interests	—		—			—			—			(2		)	—			(2		)
Comprehensive income attributable to Hilton stockholders	$	222	$	190		$	207		$	382		$	50		$	(829	)	$	222

30

	Three Months Ended March 31, 2017
	Parent		HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise fees	$	—	$	—		$	19		$	244		$	23		$	(4	)	$	282
Base and other management fees	—		—			—			49			32			—			81
Incentive management fees	—		—			—			20			29			—			49
Owned and leased hotels	—		—			—			—			296			—			296
Other revenues	—		—			20			13			4			—			37
	—		—			39			326			384			(4		)	745
Other revenues from managed and franchised properties	—		—			41			981			129			—			1,151
Total revenues	—		—			80			1,307			513			(4		)	1,896
Expenses
Owned and leased hotels	—		—			—			—			268			—			268
Depreciation and amortization	—		—			1			62			23			—			86
General and administrative	—		—			79			2			25			—			106
Other expenses	—		—			12			7			8			(4		)	23
	—		—			92			71			324			(4		)	483
Other expenses from managed and franchised properties	—		—			42			1,026			128			—			1,196
Total expenses	—		—			134			1,097			452			(4		)	1,679
Operating income (loss)	—		—			(54		)	210			61			—			217
Interest expense	—		(63		)	(16		)	—			(10		)	—			(89		)
Gain (loss) on foreign currency transactions	—		—			11			21			(36		)	—			(4		)
Loss on debt extinguishment	—		(60		)	—			—			—			—			(60		)
Other non-operating income (loss), net	—		(3		)	1			1			3			—			2
Income (loss) before income taxes and equity in earnings from subsidiaries	—		(126		)	(58		)	232			18			—			66
Income tax benefit (expense)	—		50			24			(87		)	(5		)	—			(18		)
Income (loss) before equity in earnings from subsidiaries	—		(76		)	(34		)	145			13			—			48
Equity in earnings from subsidiaries	47		123			157			47			—			(374		)	—
Net income	47		47			123			192			13			(374		)	48
Net income attributable to noncontrolling interests	—		—			—			—			(1		)	—			(1		)
Net income attributable to Hilton stockholders	$	47	$	47		$	123		$	192		$	12		$	(374	)	$	47
Comprehensive income	$	67	$	45		$	127		$	192		$	30		$	(394	)	$	67
Comprehensive income attributable to noncontrolling interests	—		—			—			—			—			—			—
Comprehensive income attributable to Hilton stockholders	$	67	$	45		$	127		$	192		$	30		$	(394	)	$	67

31

	Three Months Ended March 31, 2018
	Parent			HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations		Total
	(in millions)
Operating Activities:
Net cash provided by (used in) operating activities	$	—		$	(46	)	$	(29	)	$	307		$	11		$	—	$	243
Investing Activities:
Capital expenditures for property and equipment	—			—			—			(1		)	(9		)	—		(10		)
Capitalized software costs	—			—			—			(15		)	—			—		(15		)
Other	—			—			—			(2		)	1			—		(1		)
Net cash used in investing activities	—			—			—			(18		)	(8		)	—		(26		)
Financing Activities:
Repayment of debt	—			(10		)	—			—			(4		)	—		(14		)
Intercompany transfers	157			56			41			(293		)	39			—		—
Dividends paid	(47		)	—			—			—			—			—		(47		)
Repurchases of common stock	(110		)	—			—			—			—			—		(110		)
Tax withholdings on share-based compensation	—			—			(40		)	—			—			—		(40		)
Net cash provided by (used in) financing activities	—			46			1			(293		)	35			—		(211		)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	—			—			—			—			7			—		7
Net increase (decrease) in cash, restricted cash and cash equivalents	—			—			(28		)	(4		)	45			—		13
Cash, restricted cash and cash equivalents, beginning of period	—			—			63			28			579			—		670
Cash, restricted cash and cash equivalents, end of period	$	—		$	—		$	35		$	24		$	624		$	—	$	683

	Three Months Ended March 31, 2017
	Parent			HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Operating Activities:
Net cash provided by (used in) operating activities	$	—		$	—		$	(102	)	$	48		$	107		$	(3	)	$	50
Investing Activities:
Capital expenditures for property and equipment	—			—			—			(1		)	(8		)	—			(9		)
Capitalized software costs	—			—			—			(9		)	—			—			(9		)
Other	—			(13		)	—			(6		)	—			—			(19		)
Net cash used in investing activities	—			(13		)	—			(16		)	(8		)	—			(37		)
Financing Activities:
Borrowings	—			1,823			—			—			—			—			1,823
Repayment of debt	—			(1,823		)	—			—			(1		)	—			(1,824		)
Debt issuance costs and redemption premium	—			(66		)	—			—			—			—			(66		)
Repayment of intercompany borrowings	—			—			(3		)	—			—			3			—
Intercompany transfers	119			79			133			(42		)	(289		)	—			—
Dividends paid	(49		)	—			—			—			—			—			(49		)
Cash transferred in spin-offs of Park and HGV	—			—			—			—			(501		)	—			(501		)
Repurchases of common stock	(70		)	—			—			—			—			—			(70		)
Distributions to noncontrolling interests	—			—			—			—			(1		)	—			(1		)
Tax withholdings on share-based compensation	—			—			(28		)	—			—			—			(28		)
Net cash provided by (used in) financing activities	—			13			102			(42		)	(792		)	3			(716		)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	—			—			—			—			5			—			5
Net decrease in cash, restricted cash and cash equivalents	—			—			—			(10		)	(688		)	—			(698		)
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	—			—			90			31			1,062			—			1,183
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	—			—			—			—			501			—			501
Cash, restricted cash and cash equivalents, beginning of period	—			—			90			31			1,563			—			1,684
Cash, restricted cash and cash equivalents, end of period	$	—		$	—		$	90		$	21		$	875		$	—		$	986

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Note 16: Subsequent Events

In April 2018, HOC issued $1.5 billion aggregate principal amount of 5.125% Senior Notes due 2026 (the "2026 Senior Notes"), guaranteed on a senior unsecured basis by the Parent and certain of its wholly owned subsidiaries. We used a portion of the net proceeds from the issuance, together with borrowings under our Revolving Credit Facility and available cash to repurchase 16.5 million shares of our common stock from HNA for $1,171 million. HNA also sold 66 million shares of Hilton common stock in an underwritten, public offering and no longer has any beneficial ownership in Hilton. Additionally, we used the remaining proceeds from the issuance of the 2026 Senior Notes to repay approximately $500 million of our Term Loans.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. As previously discussed, we adopted the requirements of ASU 2014-09 as of January 1, 2016 using the full retrospective approach; refer to Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our unaudited condensed consolidated financial statements for additional information. All amounts and disclosures set forth in this Quarterly Report on Form 10-Q reflect this adoption.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 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," "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 and management and franchise contracts, risks related to doing business with third-party hotel owners, performance of our information technology systems, growth of reservation channels outside of our system, risks of doing business outside of the U.S. and our indebtedness. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under "Part I—Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Overview

Our Business

Hilton isone of the largest and fastest growing hospitality companies in the world, with 5,339 properties comprising 863,241 rooms in 106 countries and territories as of March 31, 2018. Our premier brand portfolio includes: our luxury and lifestyle hotel brands, Waldorf Astoria Hotels & Resorts, Conrad Hotels & Resorts and Canopy by Hilton; our full service hotel brands, Hilton Hotels & Resorts, Curio - A Collection by Hilton, DoubleTree by Hilton, Tapestry Collection by Hilton and Embassy Suites by Hilton; our focused service hotel brands, Hilton Garden Inn, Hampton by Hilton, Tru by Hilton, Homewood Suites by Hilton and Home2 Suites by Hilton; and our timeshare brand, Hilton Grand Vacations. As of March 31, 2018, we had approximately 74 million members in our award-winning guest loyalty program, Hilton Honors,a 20 percent increase from March 31, 2017.

Segments and Regions

Management analyzes our operations and business by both operating segments and geographic regions. Our operations consist of two reportable segments that are based on similar products or services: (i) management and franchise; and (ii) ownership. The management and franchise segment provides services, including hotel management and licensing of our brands. This segment generates its revenue from: (i) management and franchise fees charged to third-party hotel owners; (ii) license fees for the exclusive right to use certain Hilton marks and IP; and (iii) affiliate fees charged to owned and leased hotels. As a manager of hotels, we typically are responsible for supervising or operating the property in exchange for management fees. As a franchisor of hotels, we charge franchise fees in exchange for the use of one of our brand names and related commercial services, such as our reservation system, marketing and information technology services. The ownership segment primarily derives earnings from providing hotel room rentals, food and beverage sales and other services at our owned and leased hotels.

Geographically, management conducts business through three distinct geographic regions: (i) the Americas; (ii) Europe, Middle East and Africa ("EMEA"); and (iii) Asia Pacific. The Americas region includes North America, South America and Central America, including all Caribbean nations. Although the U.S. is included in the Americas, it represented 74 percent of our system-wide hotel rooms as of March 31, 2018; therefore, the U.S. is often analyzed separately and apart from the

34

Americas geographic region overall and, as such, it is presented separately within the analysis herein. The EMEA region includes Europe, which represents the western-most peninsula of Eurasia stretching from Iceland in the west to Russia in the east, and the Middle East and Africa ("MEA"), which represents the Middle East region and all African nations, including the Indian Ocean island nations. Europe and MEA are often analyzed separately and, as such, are presented separately within the analysis herein. The Asia Pacific region includes the eastern and southeastern nations of Asia, as well as India, Australia, New Zealand and the Pacific island nations.

System Growth and Pipeline

Our strategic priorities include the continued expansion of our global network and 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, since the capital required to build and maintain hotels is typically provided by the third-party owner of the hotel with whom we contract to provide management or franchise services. Additionally, prior to approving the addition of new properties to our management and franchise development pipeline, we evaluate the economic viability of the property based on its geographic location, the credit quality of the third-party owner and other factors. By increasing the number of management and franchise contracts with third-party owners, we expect to increase overall return on invested capital and cash available for return to stockholders.

As of March 31, 2018, we had a total of 2,343 hotels in our development pipeline that we expect to add as open hotels in our system, representing approximately355,000 rooms under construction or approved for development throughout 106 countries and territories, including 38 countries and territories where we do not currently have any open hotels. All of the rooms in the pipeline are within our management and franchise segment. Nearly 187,000 rooms in the pipeline, or more than half, were located outside the U.S. Additionally, approximately184,000 rooms in the pipeline, or more than half, were under construction. We do not consider any individual development project to be material to us.

Key Business and Financial Metrics Used by Management

Comparable Hotels

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 type during the current or comparable periods reported, excluding the hotels distributed in the spin-offs; 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 5,291 hotels in our system as of March 31, 2018, 4,343 hotels have been classified as comparable hotels. Our 948 non-comparable hotels included 211 hotels, or approximately four percent of the total hotels in our system, that were removed from the comparable group during the last twelve months because they sustained substantial property damage, business interruption, underwent large-scale capital projects or comparable results were not available.

Occupancy

Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels for a given period. Occupancy measures the utilization of our hotels' available capacity. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable average daily rate levels as demand for hotel rooms increases or decreases.

Average Daily Rate ("ADR")

ADR represents hotel room revenue divided by total number of room nights sold for a given period. ADR measures average room price attained by a hotel, and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in the industry, and we use ADR to assess pricing levels that we are able to generate by type of customer, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described above.

Revenue per Available Room ("RevPAR")

RevPAR is calculated by dividing hotel room revenue by total number of room nights available to guests for a given period. We consider RevPAR to be a meaningful indicator of our performance as it provides a metric correlated to two primary and key drivers of operations at a hotel or group of hotels: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods for comparable hotels.

35

References to RevPAR, ADR and occupancy are presented on a comparable basis and references to RevPAR and ADR are presented on a currency neutral basis, unless otherwise noted. As such, comparisons of these hotel operating statistics for the

three months ended March 31, 2018 and 2017 use the exchange rates for the three months ended March 31, 2018.

EBITDA and Adjusted EBITDA

EBITDA reflects net income (loss), excluding interest expense, a provision for income taxes and depreciation and amortization.

Adjusted EBITDA is calculated as EBITDA, as previously defined, further adjusted to exclude certain items, including gains, losses, revenues and expenses in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings and retirements; (iv) furniture, fixtures and equipment ("FF&E") replacement reserves required under certain lease agreements; (v) reorganization costs; (vi) share-based compensation expense; (vii) non-cash impairment losses; (viii) severance, relocation and other expenses; (ix) amortization of contract acquisition costs; (x) the net effect of reimbursable costs included in other revenues and expenses from managed and franchised properties; and (xi) other items.

Beginning with the three months ended March 31, 2018, we modified the definition of Adjusted EBITDA to also exclude the amortization of contract acquisition costs and the net effect of reimbursable costs included in other revenues and expenses from managed and franchised properties. We believe that excluding these impacts is useful for the reasons set forth below and have applied the modified definition of Adjusted EBITDA to all prior periods.

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) 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) 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. Additionally, these measures exclude certain items that can vary widely across different industries and among competitors within our industry. For instance, interest expense and the provision for income taxes are dependent on company specifics, including, among other things, capital structure and operating jurisdictions, respectively, and, therefore could vary significantly across companies. Depreciation and amortization, as well as amortization of contract acquisition costs, 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) FF&E replacement reserve to be consistent with the treatment of FF&E for owned and leased hotels where it is capitalized and depreciated over the life of the FF&E; (ii) share-based compensation expense, as this could vary widely among companies due to the different plans in place and the usage of them; (iii) the net effect of our reimbursable revenues and related expenses, as we do not operate the related programs to generate a profit over the term of the respective agreements; and (iv) other items that are not core to our operations and are not reflective of our performance.

EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as alternatives to net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered as alternatives, either in isolation or as a substitute, for net income (loss), cash flow or other methods of analyzing our results as reported under GAAP. Some of these limitations are:

• EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

• EBITDA and Adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness;

• EBITDA and Adjusted EBITDA do not reflect a provision for income taxes or the cash requirements to pay our taxes;

• EBITDA and Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

• EBITDA and Adjusted EBITDA do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations;

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• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and

• other companies in our industry may calculate EBITDA and Adjusted EBITDA differently, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

Results of Operations

The hotel operating statistics by region for our system-wide comparable hotels were as follows:

	Three Months Ended			Variance
	March 31, 2018			2018 vs. 2017
U.S.
Occupancy	72.4		%	1.1	%	pts.
ADR	$	146.61		1.2	%
RevPAR	$	106.09		2.8	%
Americas (excluding U.S.)
Occupancy	67.2		%	2.6	%	pts.
ADR	$	131.14		3.2	%
RevPAR	$	88.15		7.3	%
Europe
Occupancy	70.1		%	3.9	%	pts.
ADR	$	138.94		1.2	%
RevPAR	$	97.39		7.1	%
MEA
Occupancy	73.6		%	5.1	%	pts.
ADR	$	156.56		(2.1	)%
RevPAR	$	115.28		5.3	%
Asia Pacific
Occupancy	70.4		%	5.5	%	pts.
ADR	$	142.39		2.3	%
RevPAR	$	100.18		11.0	%
System-wide
Occupancy	71.8		%	1.8	%	pts.
ADR	$	145.21		1.2	%
RevPAR	$	104.27		3.9	%

During the three months ended March 31, 2018, we experienced RevPAR growth across all regions, particularly in Europe and Asia Pacific. RevPAR growth in Europe was primarily driven by increased demand in Eastern Europe where Turkey continues to lead the region as it recovers from the geopolitical and economic turmoil of 2016, while benefiting from strong domestic demand. Additionally, RevPAR growth in Asia Pacific was primarily driven by demand growth in China attributable to the continued stabilization of new hotels. MEA experienced RevPAR growth as a result of increased occupancy, particularly in Egypt and Saudi Arabia, despite minor declines in ADR. Canada was the primary driver of positive performance in the Americas (excluding U.S.), which was largely attributable to increasing leisure travel during the three months ended March 31, 2018. U.S. RevPAR and occupancy growth was driven by strength across all segments, particularly leisure travel.

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The table below provides a reconciliation of net income, to EBITDA and Adjusted EBITDA:

	Three Months Ended
	March 31,
	2018			2017
	(in millions)
Net income	$	163		$	48
Interest expense	83			89
Income tax expense	58			18
Depreciation and amortization	82			86
EBITDA	386			241
Loss (gain) on foreign currency transactions	(11		)	4
Loss on debt extinguishment	—			60
FF&E replacement reserve	12			6
Share-based compensation expense	28			25
Amortization of contract acquisition costs	7			3
Net other expenses from managed and franchised properties	21			45
Other adjustment items(1)	2			26
Adjusted EBITDA	$	445		$	410

____________

⁽¹⁾  Includes adjustments for severance, transaction costs and other items.

Revenues

	Three Months Ended				Percent
	March 31,				Change
	2018		2017		2018 vs. 2017
	(in millions)
Franchise fees	$	331	$	282	17.4
Base and other management fees	$	77	$	81	(4.9)
Incentive management fees	55		49		12.2
Total management fees	$	132	$	130	1.5

Theincreasein management and franchise fees was driven by the addition of new managed and franchised properties to our portfolio, as well as the increase in RevPAR at our comparable managed and franchised hotels.

Including new development and ownership type transfers, from January 1, 2017 to March 31, 2018, we added 486 managed and franchised properties on a net basis, providing an additional 94,697 rooms to our managed and franchised segment. As new hotels stabilize in our system, we expect the fees received from such hotels to increase as they are part of our system for full periods.

In addition to new franchised hotels added to the system, franchise fees increased as a result of an increase in licensing and other fees and an increase inRevPAR at our comparable franchised hotels of 3.1 percent, due to increases in ADR and occupancy of 1.1 percent and 1.4 percentage points, respectively.

Base and other management fees decreased as a result of a termination fee that was recognized during the three months ended March 31, 2017, partially offset by an increase from the addition of new managed hotels added to our system, as well as a 5.4 percent increase in RevPAR at our comparable managed hotels, due to increases in ADR and occupancy of 1.0 percent and 3.1 percentage points, respectively. The increase in incentive management fees was driven by the increase in RevPAR at our comparable managed hotels.

38

	Three Months Ended				Percent
	March 31,				Change
	2018		2017		2018 vs. 2017
	(in millions)
Owned and leased hotels	$	334	$	296	12.8

Owned and leased hotel revenues increased primarily as a result of favorable foreign currency exchange rates, which increased revenues by $29 million. On a currency neutral basis, revenues increased $9 million primarily as a result of increases at our comparable owned and leased hotels due to an increase in RevPAR of 5.8 percent, driven by increases in ADR and occupancy of 3.5 percent and 1.5 percentage points, respectively. This increase was partially offset by a decrease in revenues at our non-comparable owned and leased hotels.

	Three Months Ended				Percent
	March 31,				Change
	2018		2017		2018 vs. 2017
	(in millions)
Other revenues	$	23	$	37	(37.8)

Other revenues decreased primarily as a result of a recovery from the settlement of a claim by Hilton to a third party relating to our defined benefit plans during the three months ended March 31, 2017.

Operating Expenses

	Three Months Ended				Percent
	March 31,				Change
	2018		2017		2018 vs. 2017
	(in millions)
Owned and leased hotels	$	320	$	268	19.4

Owned and leased hotel expenses increased primarily as a result of the effect of foreign currency exchange rate changes of $27 million. On a currency neutral basis, owned and leased hotel expenses increased $25 million primarily due to increases at ourcomparable owned and leased hotels driven by an increase in variable operating costs related to increased occupancy. The increase also included the effect of a $4 million refund of rent related to a lease termination that was recognized during the three months ended March 31, 2017.

	Three Months Ended				Percent
	March 31,				Change
	2018		2017		2018 vs. 2017
	(in millions)
Depreciation and amortization	$	82	$	86	(4.7)
General and administrative	104		106		(1.9)
Other expenses	14		23		(39.1)

The decrease in general and administrative expenses was primarily a result of a $5 million decrease in severance costs related to the 2015 sale of the Waldorf Astoria New York, as well as a decrease of $10 million in costs associated with the spin-offs. These decreases were partially offset by an increase in payroll and compensation costs, including share-based compensation.

Other expenses decreased primarily as a result of costs relating to the settlement of the claim relating to our defined benefit plans that were recognized during the three months ended March 31, 2017.

39

Non-operating Income and Expenses

	Three Months Ended						Percent
	March 31,						Change
	2018			2017			2018 vs. 2017
	(in millions)
Interest expense	$	(83	)	$	(89	)	(6.7)
Gain (loss) on foreign currency transactions	11			(4		)	NM(1)
Loss on debt extinguishment	—			(60		)	NM(1)
Other non-operating income, net	14			2			NM(1)
Income tax expense	(58		)	(18		)	NM(1)

____________

⁽¹⁾  Fluctuation in terms of percentage change is not meaningful.

The decrease in interest expense was primarily due to a decrease in our weighted average interest rate as a result of the March 2017 repayment of the 2021 Senior Notes, largely offset by increased interest expense due to the issuances of the 2025 Senior Notes and the 2027 Senior Notes in March 2017. See Note 6: "Debt" in our unaudited condensed consolidated financial statements for additional information.

The gains and losses on foreign currency transactions primarily related to changes in foreign currency exchange rates on our short-term cross-currency intercompany loans for both periods. During the three months ended March 31, 2018 and 2017, the changes were predominantly for loans denominated in the British pound, euro and Australian dollar.

The loss on debt extinguishment related to the repayment of the 2021 Senior Notes and included a redemption premium of $42 million and the accelerated recognition of $18 million of unamortized debt issuance costs during the three months ended March 31, 2017.

Other non-operating income, net for the three months ended March 31, 2018 included a $6 million gain on the refinancing of a loan that financed the construction of a hotel that we manage.

Income tax expense increased for the three months ended March 31, 2018 primarily as a result of the increase in income before income taxes, partially offset by the decrease in the annual effective tax rate due to the TCJ Act. See Note 9: "Income Taxes" in our unaudited condensed consolidated financial statements for additional information.

40

Segment Results

We evaluate our business segment operating performance using operating income. Refer to Note 13: "Business Segments" in our unaudited condensed consolidated financial statements for a reconciliation of segment operating income to income before income taxes and additional information on the evaluation of the performance of our segments using operating income. The following table sets forth revenues and operating income by segment:

	Three Months Ended						Percent
	March 31,						Change
	2018			2017			2018 vs. 2017
	(in millions)
Revenues:
Management and franchise(1)	478			422			13.3
Ownership	334			296			12.8
Segment revenues	812			718			13.1
Amortization of contract acquisition costs	(7		)	(3		)	NM(2)
Other revenues	23			37			(37.8)
Other revenues from managed and franchised properties	1,254			1,151			8.9
Intersegment fees elimination(1)	(8		)	(7		)	14.3
Total revenues	$	2,074		$	1,896		9.4
Operating Income(1):
Management and franchise	$	478		$	422		13.3
Ownership	6			21			(71.4)
Segment operating income	$	484		$	443		9.3

____________

⁽¹⁾  Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our unaudited condensed consolidated statements of operations.

⁽²⁾  Fluctuation in terms of percentage change is not meaningful.

Management and franchise segment revenues and operating income increased $56 million as a result of the net addition of managed and franchised hotels to our system, an increase in licensing and other fees and an increase inRevPAR at our comparable managed and franchised properties of 3.8 percent. Refer to "—Revenues" for further discussion of the increases in revenues from our managed and franchised properties.

Ownership segment revenues increased$38 million as a result of an increase in hotel revenues, which was primarily attributable to favorable foreign currency exchange rates and the increase in revenue at our comparable owned and leased hotels due to an increase in RevPAR of 5.8 percent. Ownership operating income decreased $15 million as a result of the increase in operating expenses at owned and leased hotels, only partially offset by the increase in segment revenues. Refer to "—Revenues" and "—Operating Expenses" for further discussion of the changes in revenues and operating expenses at our owned and leased hotels.

Liquidity and Capital Resources

Overview

As of March 31, 2018, we had total cash and cash equivalents of $683 million, including $73 million of restricted cash and cash equivalents. The majority of our restricted cash and cash equivalents balance related to cash collateral on our self-insurance programs.

Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating and other expenditures, including costs associated with the management and franchising of hotels, corporate expenses, payroll and related benefits, legal costs, interest and scheduled principal payments on our outstanding indebtedness, contract acquisition costs and capital expenditures for renovations and maintenance at the hotels within our ownership segment. Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities, capital improvements to the hotels within our ownership segment, commitments to owners in our management and franchise segment, dividends as declared, share repurchases and corporate capital and information technology expenditures.

41

We finance our business activities primarily with existing cash and cash generated from our operations. We believe that this cash will be adequate to meet anticipated requirements for operating and other expenditures, including corporate expenses, payroll and related benefits, legal costs and other commitments for the foreseeable future. The objectives of our cash management policy are to maintain the availability of liquidity and minimize operational costs. Further, we have an investment policy that is focused on the preservation of capital and maximizing the return on new and existing investments and returning available capital to stockholders through dividends and share repurchases.

We and our affiliates may from time to time purchase our outstanding debt through open market purchases, privately negotiated transactions or otherwise. Purchases or retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

During the three months ended March 31, 2018, we repurchased 1.3 million shares of our common stock for $110 million. In April 2018, we repurchased from HNA an additional 16.5 million shares for $1,171 million in connection with HNA's sale of all of our common stock it owned. We funded this repurchase with additional borrowings and available cash. See Note 16: "Subsequent Events" in our unaudited condensed consolidated financial statements for additional information.

Sources and Uses of Our Cash and Cash Equivalents

The following table summarizes our net cash flows:

	Three Months Ended March 31,						Percent Change
	2018			2017			2018 vs. 2017
	(in millions)
Net cash provided by operating activities	$	243		$	50		NM(1)
Net cash used in investing activities	(26		)	(37		)	(29.7)
Net cash used in financing activities	(211		)	(716		)	(70.5)

____________

⁽¹⁾  Fluctuation in terms of percentage change is not meaningful.

Operating Activities

Cash flows from operating activities were primarily generated from management and franchise fee revenue and operating income from our owned and leased hotels.

The $193 millionincrease in net cash provided by operating activities was primarily a result of improved operating results in our management and franchise business. Additionally, we incur contract acquisition costs to incentivize hotel owners to enter into management and franchise contracts with us.

Investing Activities

For the three months ended March 31, 2018 and 2017, net cash used in investing activities consisted primarily of capital expenditures for property and equipment and capitalized software costs. Our capital expenditures for property and equipment primarily consisted of expenditures related to the renovation of hotels in our ownership segment and our corporate facilities. Our capitalized software costs related to various systems initiatives for the benefit of our hotel owners and our overall corporate operations.

Financing Activities

The $505 milliondecrease in net cash used in financing activities was primarily attributable to the transfer of cash in connection with the spin-offs during the three months ended March 31, 2017. In addition, during the three months ended March 31, 2017, we received $1.5 billion in proceeds from the issuance of the 2025 Senior Notes and the 2027 Senior Notes, which we used with available cash to repay in full our 2021 Senior Notes, including a redemption premium of $42 million. These decreases were partially offset by $157 million of capital returned to our stockholders, which includes dividends and share repurchases, during the three months ended March 31, 2018 compared to $119 million during the three months ended March 31, 2017.

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Debt and Borrowing Capacity

As of March 31, 2018, our total indebtedness, excluding unamortized deferred financing costs and discount, was approximately $6.7 billion. In April 2018, we issued $1.5 billion in senior notes and used a portion of the net proceeds to repay approximately $500 million of our Term Loans. For additional information on our total indebtedness, debt issuances and repayments, availability under our credit facility and guarantees on our debt, refer to Note 6: "Debt," Note 15: "Condensed Consolidating Guarantor Financial Information" and Note 16: "Subsequent Events" in our unaudited condensed consolidated financial statements.

If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to reduce capital expenditures, issue additional equity securities or draw on our senior secured revolving credit facility. Our ability to make scheduled principal payments and to pay interest on our debt depends on our future operating performance, which is subject to general conditions in or affecting the hospitality industry that may be beyond our control.

Off-Balance Sheet Arrangements

See Note 14: "Commitments and Contingencies" in our unaudited condensed consolidated financial statements for a discussion of our off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of our unaudited condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed the policies and estimates that we believe are critical and require the use of complex judgment in their application in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Since the date of our Annual Report on Form 10-K, we adopted ASU 2014-09, which has changed our critical accounting policies and estimates related to Hilton Honors. See Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our unaudited condensed consolidated financial statements for additional information.

Hilton Honors

Hilton Honors records a point redemption liability for amounts received from participating hotels and program partners in an amount equal to the estimated cost per point of the future redemption obligation. We engage outside actuaries to assist in determining the fair value of the future award redemption obligation using statistical formulas that project future point redemptions based on factors that require judgment, including an estimate of "breakage" (points that will never be redeemed), an estimate of the points that will eventually be redeemed and the cost of the points to be redeemed. The cost of the points to be redeemed includes further estimates of available room nights, occupancy rates, room rates and any devaluation or appreciation of points based on changes in reward prices or changes in points earned per stay. Any amounts received from participating hotels and program partners in excess of the actuarial determined cost per point are recorded as deferred revenues and recognized as revenue upon point redemption.

In addition to the Hilton Honors fees we receive from hotel owners to operate the program, we earn fees from co-brand credit card arrangements for the use of our IP license and the issuance of Hilton Honors points. The allocation of the overall fees from the co-brand credit card arrangements between the IP license and the Hilton Honors points is based on their estimated standalone selling prices. The estimated standalone selling price of the IP license is determined using a relief-from-royalty method using statistical formulas based on factors that require significant judgment, including estimates of credit card usage, an appropriate royalty rate and a discount rate to be applied to the projected cash flows. The estimated standalone selling price of the future reward redemptions under the co-brand credit card arrangements is calculated using a discounted cash flow analysis with the same assumptions related to the point redemption liability as discussed above, adjusted for an appropriate margin.

As of March 31, 2018, we had a guest loyalty program liability of $1,533 million, including $692 million reflected as a current liability, and deferred revenues of $535 million, including $218 million reflected as a current liability. Changes in the estimates used in developing our breakage rate or other expected future program operations could result in material changes to our guest loyalty program liability and deferred revenues.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk primarily from changes in interest rates and foreign currency exchange rates, which may affect future income, cash flows and the fair value of the Company, depending on changes to interest rates or foreign currency

43

exchange rates. In certain situations, we may seek to reduce cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements intended to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent that they are not hedged. We enter into derivative financial arrangements to the extent they meet the objectives described above and we do not use derivatives for trading or speculative purposes. See Note 7: "Derivative Instruments and Hedging Activities" in our unaudited condensed consolidated financial statements for additional information. Our exposure to market risk has not materially changed from what we previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Item 4.    Controls and Procedures

Disclosure Controls and Procedures

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 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 Securities and Exchange Commission ("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 design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, were effective to provide reasonable assurance 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 is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control

There has been no change in the Company’s internal control over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

44

PART II. OTHER INFORMATION

Item 1.     Legal Proceedings

We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums, including proceedings involving tort and other general liability claims, employee claims, consumer protection claims and claims related to our management of certain hotel properties. We recognize a liability when we believe the loss is probable and can be reasonably estimated. Most occurrences involving liability, claims of negligence and employees are covered by insurance with solvent insurance carriers. The ultimate results of claims and litigation cannot be predicted with certainty. We believe we have adequate reserves against such matters. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations in a particular period.

Item 1A.     Risk Factors

As of March 31, 2018, there have been no material changes from the risk factors previously disclosed in response to "Part I —Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

(a) Unregistered Sales of Securities

None.

(b) Use of Proceeds

None.

(c) 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 March 31, 2018:

	Total Number of Shares Purchased	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Program(2)	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(2) (in millions)
January 1, 2018 to January 31, 2018	1,094,564	$	84.19	1,094,564	$	1,017
February 1, 2018 to February 28, 2018	214,763	83.13		214,763	999
March 1, 2018 to March 31, 2018	—	—		—	999
Total	1,309,327	84.01		1,309,327

____________

⁽¹⁾  This price includes per share commissions paid for all share repurchases made under the Company's share repurchase program.

⁽²⁾  During 2017, our board of directors authorized stock repurchases of up to $2.0 billion of the Company's common stock. 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.

Item 3.     Defaults Upon Senior Securities

None.

Item 4.     Mine Safety Disclosures

Not applicable.

45

Item 5.     Other Information

None.

Item 6.     Exhibits

Exhibit Number	Exhibit Description
3.1	Certificate of Incorporation of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36243) filed on December 17, 2013).
3.2	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).
3.3	Amended and Restated By-Laws of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on November 17, 2017).
4.1	Indenture, dated as of April 13, 2018, by and among Hilton Domestic Operating Company Inc., 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. 001-36423) filed on April 13, 2018).
4.2	Form 5.125% Senior Notes Due 2026 (included in Exhibit 4.1).
4.3	Registration Rights Agreement, dated as of April 13, 2018, by and among Hilton Domestic Operating Company Inc., the guarantors from time to time party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the initial purchasers (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on April 13, 2018).
10.1	Form of 2018 Performance Share Agreement.*
10.2	Form of 2018 Restricted Stock Unit Agreement.*
10.3	Form of 2018 Nonqualified Stock Option Agreement.*
10.4	2005 Executive Deferred Compensation Plan (as Amended and Restated Effective as of January 1, 2018) (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K (File No. 001-26243) for the fiscal year ended December 31, 2017).*
10.5	Master Amendment and Option Agreement, dated as of April 9, 2018, between Hilton Worldwide Holdings Inc., HNA Tourism Group Co., Ltd., and HNA HLT Holdco I LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-36243) filed on April 9, 2018).
12	Computation of Ratio of Earnings to Fixed Charges.
31.1	Certificate of Christopher J. Nassetta, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certificate of Kevin J. Jacobs, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certificate of Christopher J. Nassetta, President and Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2	Certificate of Kevin J. Jacobs, Executive Vice President and Chief Financial Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

____________

* This document has been identified as a management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents

46

were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

47

Signatures

Pursuant to the requirements 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.

HILTON WORLDWIDE HOLDINGS INC.
By:	/s/ Christopher J. Nassetta
Name:	Christopher J. Nassetta
	President and Chief Executive Officer
By:	/s/ Kevin J. Jacobs
Name:	Kevin J. Jacobs
	Executive Vice President and Chief Financial Officer

Date: April 26, 2018

48

EX-10.1

Final

AWARD NOTICE

AND
PERFORMANCE SHARE UNIT AGREEMENT

HILTON 2017 OMNIBUS INCENTIVE PLAN

The Participant has been granted Performance Shares with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Performance Share Agreement (including the appendices attached thereto) to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth in the Performance Share Agreement and the Plan.

Participant Name	Number of Performance Shares Granted (Free Cash Flow Per Share CAGR Performance Condition)	Performance Period	Date of Grant
Participant_Name	Number_of_Shares Performance Shares	January 1, 2018 to December 31, 2020	Grant_Date

1. Performance Conditions:

(a)The extent to which the Performance Conditions are satisfied and the number of Performance Shares which become vested shall be calculated with respect to each Performance Component identified below. All determinations with respect to Free Cash Flow Per Share CAGR and EBITDA CAGR shall be made by the Committee in its sole discretion and the applicable Performance Conditions shall not be achieved and the Performance Shares shall not vest until the Committee certifies the extent to which such Performance Conditions have been met.

(b)Free Cash Flow Per Share CAGR. The total number of Performance Shares which become vested based on the achievement of Free Cash Flow Per Share CAGR performance levels shall be equal to (x) the total number of Performance Shares specified above with respect to Free Cash Flow Per Share CAGR multiplied by (y) the Achievement Percentage determined as follows, and rounded down to the nearest whole Share:

Level of Achievement	Free Cash Flow Per Share CAGR	Percentage of Award Earned
Below Threshold	[•]	0%
Threshold	[•]%	50%
Target	[•]%	100%
Maximum	[•]% and above	200%

(c)EBITDA CAGR. The total number of Performance Shares which become vested based on the achievement of EBITDA CAGR performance levels shall be equal to (x) the total number of Performance Shares specified above with respect to EBITDA CAGR multiplied by (y) the Achievement Percentage determined as follows, and rounded down to the nearest whole Share:

Level of Achievement	EBITDA CAGR	Percentage of Award Earned
Below Threshold	Less than [•]%	0%
Threshold	[•]%	50%
Target	[•]%	100%
Maximum	[•]% and above	200%

2. Definitions. For the purposes of this Award Notice:

(a)“Achievement Percentage” means the “Percentage of Award Earned” specified with respect to the below threshold, threshold, target, and maximum levels for each Performance Component, or a percentage determined using linear interpolation if actual performance falls between threshold and target, or between target and maximum levels (and rounded to the nearest whole percentage point and, if equally between two percentage points, rounded up). In the event that actual performance does not meet the threshold level for any Performance Component, the “Achievement Percentage” with respect to such Performance Component shall be zero.

(b)“Adjusted EBITDA” means the Company’s earnings before interest expense, taxes and depreciation and amortization and further adjusted to exclude 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 replacement reserves required under hotel lease agreements; (vi) reorganization costs; (vii) share-based compensation expenses; (viii) severance, relocation, restructuring and litigation expenses; (ix) amortization of contract acquisition costs; (x) reimbursable costs included in other revenues and expenses from managed and franchised properties; and (xi) non-recurring, non-operating gains or losses recognized as expenses for GAAP purposes.

(c)“EBITDA CAGR” means compound annual growth rate at which Adjusted EBITDA for the final four fully completed fiscal quarters of the Performance Period (“LTM EBITDA”) would have grown relative to the Adjusted EBITDA for the 2017 fiscal year (“2017 EBITDA”) assuming a steady growth rate, as is calculated at the end of the Performance Period using the following formula:

((LTM EBITDA/2017 EBITDA)^{(Time Period)} ) – 1,

where “Time Period” means a fraction, with a numerator of 4 and a denominator equal to the number of full fiscal quarters completed during the Performance Period.

(d)“Free Cash Flow Per Share” is calculated as (i) net cash provided by (used in) operating activities reported in accordance with GAAP, less (ii) capital expenditures as disclosed by the Company in reports filed with or furnished to the SEC, less (iii) the value of the cash received for loyalty program advanced point sales (“loyalty point sales”) in excess of the contractual value of the points transferred to the loyalty program partner during the year in which cash is received in exchange for points sold, plus (iv) costs and expenses, including tax payments, relating to asset purchases and disposals, including the spin-offs of Park and HGV, plus (v) in a year when a loyalty program advanced point sale is executed or pre-sold points are consumed, the value of the cash that would have been received from the loyalty program partner under the contractual terms of the loyalty point sale for transfers of points without giving effect to the loyalty program advanced point sale; with the sum of (i)-(v) divided by (vi) the reported diluted weighted number of Shares outstanding for the last calendar year being measured.

(e)“Free Cash Flow Per Share CAGR” means compound annual growth rate at which Free Cash Flow Per Share for the final four fully completed fiscal quarters of the Performance Period (“Achieved FCF Per Share”) grew relative to the Free Cash Flow Per Share for the 2017 fiscal year (“2017 FCF Per Share”) assuming a steady growth rate, as is calculated at the end of the Performance Period using the following formula:

((Achieved FCF Per Share/2017 FCF Per Share)^{(Time Period)} ) – 1,

where “Time Period” means a fraction, with a numerator of 4 and a denominator equal to the number of full fiscal quarters completed during the Performance Period.

(f) “Performance Components” means the performance criteria applicable to an Award, as set forth on the Award Notice.

PERFORMANCE SHARE UNIT AGREEMENT

HILTON 2017 OMNIBUS INCENTIVE PLAN

This Performance Share Agreement, effective as of the Date of Grant (as defined below), is between Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and the individual listed in the Award Notice as the “Participant.” Capitalized terms have the meaning set forth in Section 1, or, if not otherwise defined herein, in the Hilton 2017 Omnibus Incentive Plan (as it may be amended, the “Plan”).

1. Definitions. The following terms have the following meanings for purposes of this Agreement:

(a)“Agreement” means this Performance Share Agreement including (unless the context otherwise requires) the Award Notice, Appendix A, and the appendices for non-U.S. Participants attached hereto as Appendix B and Appendix C.

(b) “Award Notice” means the notice to the Participant.

(c)“Date of Grant” means the “Date of Grant” listed in the Award Notice.

(d)“Officer” means “officer” as defined under Rule 16a-1(f) of the Exchange Act

(e)“Participant” means the “Participant” listed in the Award Notice.

(f)“Performance Conditions” means the performance conditions set forth in the Award Notice.

(g)“Performance Period” means the performance period set forth in the Award Notice.

(h)“Performance Shares” means that number of performance-vesting restricted stock units listed in the Award Notice as “Performance Shares Granted” or such number of performance-vesting restricted stock units as adjusted in accordance with Section 12 of the Agreement.

(i)“Restrictive Covenant Violation” means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.

(j)“Retirement” means a termination of the Participant’s employment with the Company Group for any reason, whether by the Participant or by the Company Group, following the date on which (i) the Participant attained the age of 55 years old, and (ii) the number of completed years of the Participant’s continuous employment with the Company Group is at least 10; provided, however, that a termination of the Participant’s employment (w) by the Company Group for Cause, (x) by the Company Group, or the Participant, in either case, while grounds for Cause exist, (y) due to the Participant’s death, or (z) due to or during the Participant’s Disability, in each case, will not constitute a Retirement for the purposes of this Agreement, regardless of whether such termination occurs following the date on which the age and service requirements set forth in clauses (i) and (ii) have been satisfied.

(k) “Shares” means a number of shares of Common Stock equal to the number of Performance Shares.

2.Grant of Performance Shares. The Company hereby grants, on the Date of Grant, the Performance Shares to the Participant, each of which represents the right to receive one Share upon vesting of such Performance Share, subject to and in accordance with the terms, conditions and restrictions set forth in the Plan, the Award Notice, and this Agreement.The Performance Shares will vest in accordance with the vesting conditions set forth on the Award Notice.

3.Performance Share Account.The Company will cause an account (the “Performance Share Account”) to be established and maintained on the books of the Company to record the number of Performance Shares credited to the Participant under the terms of this Agreement. The Participant’s interest in the Performance Share Account will be that of a general, unsecured creditor of the Company. Upon issuance of the Shares to the Participant as provided in Section 4 below, the corresponding number of Shares credited to the Participant’s Performance Share Account will be eliminated.

4.Vesting; Settlement. As promptly as practicable (and, in no event more than 2.5 months) following the last day of the Performance Period, the Committee will determine whether the Performance Conditions have been satisfied (the date of such determination, the “Determination Date”), and any Performance Shares with respect to which the Performance Conditions have been satisfied will become vested effective as of the last day of the Performance Period. Following the Determination Date (and, in no event more than 2.5 months following the last day of the Performance Period), the Company will deliver to the Participant one Share for each vested Performance Share (as adjusted under the Plan), pursuant to Section 13 below, and such vested Performance Share will be cancelled upon such delivery. Any Performance Share which does not become vested effective as of the last day of the Performance Period will be cancelled and forfeited without consideration or any further action by the Participant or the Company. In the event of an equity restructuring, the Committee will adjust any Performance Condition to the extent it is affected by such restructuring in order to preserve (without enlarging) the likelihood that such Performance Condition will be satisfied. The manner of such adjustment will be determined by the Committee in its sole discretion. For this purpose, “equity restructuring” means an “equity restructuring” as defined in Financial Accounting Standards Board Accounting Standards Codification 718-10 (formerly Statement of Financial Accounting Standards 123R).

5. Termination of Employment.

(a)Subject to Section 5(b) or Section 5(c) below, in the event that the Participant’s employment with the Company Group terminates for any reason, any unvested Performance Shares will be forfeited and all of the Participant’s rights under this Agreement will cease as of the effective date of Termination (the “Termination Date”) (unless otherwise provided for by the Committee in accordance with the Plan).

(b)In the event the Participant’s employment with the Company Group is terminated by the Company Group due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the Performance Shares will become vested (irrespective of performance) based on the number of days between January 1, 2018 and the Termination Date (inclusive) relative to the number 1,095.

(c)In the event the Participant’s employment with the Company Group is terminated as a result of the Participant’s Retirement after the date that is six months after the Date of Grant, a pro-rated number of the Performance Shares will remain outstanding and eligible to vest, notwithstanding such termination of employment, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date, with such pro-ration based on the number of days between January 1, 2018 and the Termination Date (inclusive) relative to the number 1,095. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred.

(d)If the Participant’s employment with the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company Group for Cause or by the Participant while grounds for Cause exist), and no Restrictive Covenant Violation occurs prior to the Determination Date, then all Performance Shares will remain outstanding and eligible to vest based on (and to the extent) the Committee determines that the Performance Conditions have been satisfied on the Determination Date.

(e)The Participant’s rights with respect to the Performance Shares will not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of the Company Group. Whether (and the circumstances under which) employment has terminated and the determination of the Termination Date for the purposes of this Agreement will be determined by the Committee (or, with respect to any Participant who is not a director or Officer, its designee, whose good faith determination will be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the Performance Shares).

6. Effect of a Change in Control.

(a)Adjustment to Number and Vesting Terms of Performance Shares. Subject to Section 13 of the Plan, in the event of a Change in Control during the Participant’s employment or while any Performance Shares remain outstanding and eligible to vest, and prior to the completion of the Performance Period, the number of Performance Shares eligible to vest under this Agreement will be determined as of the date of the Change in Control (such resulting award, the “Adjusted Award”), with the number of Performance Shares either (x) determined based on actual performance through the most recently completed fiscal quarter, measured against performance levels using only the number of fiscal quarters completed prior to the date of such Change in Control, or (y) determined by the Committee in its good faith discretion. The Performance Shares outstanding under the Adjusted Award will remain outstanding and eligible to vest on the last day of the Performance Period, subject to the Participant’s continued employment through such date (or if the Participant’s Retirement in accordance with Section 5(c) occurred prior to the Change in Control, subject to the Participant’s continued satisfaction of Section 5(c)), and will thereafter be settled and the respective Shares issued to the Participant in accordance with Section 13.

(b)Certain Terminations Following a Change in Control. Notwithstanding anything herein to the contrary, if the Participant’s employment with the Company Group is terminated by the Company Group without Cause, due to or during the Participant’s Disability, or due to the Participant’s death during the 12-month period immediately following a Change in Control, the Performance Shares subject to the Adjusted Award will become immediately vested as of the Termination Date, and will thereafter be settled and the respective Shares issued to the Participant in accordance with Section 13.

7.Dividends. Each Performance Share will accrue dividend equivalent payments in accordance with Section 9(d)(ii) of the Plan and any such accrued dividend equivalent payments will be paid at the same time the underlying Performance Shares are settled, and in no event on any date prior thereto. If the underlying Performance Shares are forfeited, the Participant will have no right to any such dividend equivalent payments.

8.Restrictions on Transfer. The Participant may not assign, sell or otherwise transfer the Performance Shares or the Participant’s right under the Performance Shares to receive Shares, other than in accordance with Section 15(b) of the Plan.

9.Repayment of Proceeds; Clawback Policy. The Performance Shares, any dividend equivalent payments, and all Shares received in respect of the Performance Shares and all proceeds related to the Performance Shares are subject to the clawback and repayment terms set forth in Sections 15(v) and 15(w) of the Plan and the Company’s Clawback Policy, as in effect from time to time, to the extent the Participant is a director or Officer. In addition, if any member of the Company Group terminates the Participant’s employment for Cause or discovers after Termination that grounds existed for a Termination for Cause at the time thereof, then the Participant will be required, in addition to any other remedy available (on a non-exclusive basis), to pay the Company, within 10 (ten) business days of the Company’s request, the aggregate after-tax proceeds the Participant received in respect of the Performance Shares and any Shares issued in respect thereof. Any reference in this Agreement to grounds existing for a termination of employment with Cause will be determined without regard to any notice period, cure period, or other procedural delay or event required prior to finding of or termination with, Cause.

10.No Right to Continued Employment.Neither the Plan nor this Agreement nor the Participant’s receipt of the Performance Shares hereunder will impose any obligation on the Company Group to continue the employment or engagement of the Participant. Further, the Company Group may at any time terminate the employment or engagement of the Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.

11.No Rights as a Stockholder. The Participant’s interest in the Performance Shares will not entitle the Participant to any rights as a stockholder of the Company. The Participant will not be deemed to be the holder of, or have any of the rights and privileges of a stockholder of the Company in respect of, the Shares unless and until such Shares have been issued to the Participant in accordance with Section13.

12.Adjustments Upon Change in Capitalization. The terms of this Agreement, including the Performance Shares, the Participant’s Performance Share Account, any dividend equivalent payments accrued pursuant to Section 7, and/or the Shares, will be subject to adjustment in accordance with Section 13 of the Plan. This paragraph will also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Common Stock (whether in the form of cash or other property).

13. Issuance of Shares; Tax Withholding.

(a)The Company will, as soon as reasonably practicable following the applicable vesting date (and in any event within 2.5 months of the vesting date), issue the Share underlying such vested Performance Share to the Participant, free and clear of all restrictions. In connection with the settlement of any Performance Shares, the Company will withhold a number of Shares in the amount necessary to satisfy applicable U.S. and non-U.S. Federal, state, or local tax or other withholding requirements, if any (“Withholding Taxes”) in accordance with Section 15(d) of the Plan (or, if the Participant is subject to Section 16 of the Exchange Act at such time, such amount which would not result in adverse consequences under GAAP), unless otherwise agreed to in writing by the Participant and the Company. To the extent any Withholding Taxes may become due prior to the settlement of any Performance Shares, the Committee may accelerate the vesting of a number of Performance Shares equal in value to the Withholding Taxes, the Shares delivered in settlement of such Performance Shares will be delivered to the Company, and the number of Performance Shares so accelerated will reduce the number of Performance Shares which would otherwise become vested on the applicable vesting date. The number of Performance Shares or Shares equal to the Withholding Taxes will be determined using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the date of determination, and will be rounded up to the nearest whole Performance Share or Share.

(b)The Company will pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant’s Performance Share Account will be eliminated. Notwithstanding anything in this Agreement to the contrary, the Company will have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance or transfer complies with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are listed for trading.

14.Award Subject to Plan. The Performance Shares granted hereunder are subject to the Plan and the terms of the Plan are hereby incorporated into this Agreement. By accepting the Performance Shares, the Participant acknowledges that the Participant has received and read the Plan and agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. In the event of a conflict between any term or provision of the Agreement and a term or provision of the Plan, the terms of the Plan will govern and prevail.

15.Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement will not be affected by such holding and will continue in full force in accordance with their terms.

16.Governing Law; Venue; Language. This Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, will be brought in any court of competent jurisdiction in the State of New York or the State of Delaware, and each of the Participant, the Company, and any transferees who hold Performance Shares pursuant to a valid assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold Performance Shares pursuant to a valid assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New York, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version thereof, and in the event of any conflict the English version will govern. The Participant acknowledges that the Participant is sufficiently proficient in English to understand the terms and conditions of this Agreement.

17.Successors in Interest. Any successor to the Company will have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative will have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement will be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.

18. Data Privacy Acknowledgement.

(a)General. The Participant hereby explicitly and unambiguously acknowledges and agrees to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Performance Share grant materials by and among, as applicable, the Participant’s employer or contracting party (the “Employer”) and the Company for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, e-mail address, and telephone number, work location and phone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Participant’s participation in the Plan (“Personal Data”).

(b)Use of Personal Data; Retention. The Participant understands that Personal Data may be transferred to Fidelity Stock Plan Services or any other third parties assisting in the implementation, administration and management of the Plan, now or in the future, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Personal Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.

(c)Withdrawal of Consent. The Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service with the Employer will not be affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Performance Shares or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

19.Restrictive Covenants.The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group, that the Participant will be allowed access to confidential and proprietary information (including but not limited to trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company Group. Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and any member of the Company Group.

20.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Performance Shares contemplated hereunder, the Participant expressly acknowledges that (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of Performance Shares is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Performance Shares, or benefits in lieu of Performance Shares, even if Performance Shares have been granted in the past; (c) all determinations with respect to future grants of Performance Shares, if any, including the grant date, the number of Shares granted and the applicable vesting terms, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary and not a condition of employment, and the Participant may decline to accept the Performance Shares without adverse consequences to the Participant’s continued employment with the Company Group; (e) the value of the Performance Shares is an extraordinary item that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) grants of Performance Shares, and the income from and value of same, are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis, and for the avoidance of doubt, the Performance Shares will not constitute an “acquired right” under the applicable law of any jurisdiction; and (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to Performance Share proceeds in consequence of the termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract.

21.Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration and management of the Plan and any Performance Shares granted thereunder, including by sending award notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of Performance Share Agreements by Participants.

22. Section 409A of the Code.

(a)This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee will have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder.

(b)Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code and is subject to U.S. federal income tax, no payments in respect of any Performance Share that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) will be made to such Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company will not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder will be deemed to be a separate payment for purposes of Section 409A of the Code.

23.Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu ofcertificates.

24.Electronic Delivery and Acceptance. This Agreement may be executed electronically and in counterparts. The Company currently delivers documents related to the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line system established and maintained by the Company or a third party designated by the Company.

25.Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting the Performance Shares (including through electronic means), the Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. The Participant’s rights under the Performance Shares will lapse ninety (90) days from the Date of Grant, and the Performance Shares will be forfeited on such date if the Participant will not have accepted this Agreement by such date. For the avoidance of doubt, the Participant's failure to accept this Agreement will not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant.

26.No Advice Regarding Grant. Notwithstanding anything herein to the contrary, the Participant acknowledges and agrees that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, or the Participant's acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

27.Appendices For Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States will be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix B and to any Country-Specific Terms and Conditions for the Participant's country attached hereto as Appendix C. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable Country-Specific Terms and Conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in the Country-Specific Terms and Conditions, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Terms and Conditions for Non-U.S. Participants andthe Country-Specific Terms and Conditions constitute part of this Agreement.

28.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant's participation in the Plan, on the Performance Shares and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

29.Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.

[Signatures follow]

HILTON WORLDWIDE HOLDINGS INC.
By:	/s/ Christopher J. Nassetta
	Christopher J. Nassetta
	President and Chief Executive Officer
By:	/s/ Matthew Schuyler
	Matthew Schuyler
	Executive Vice President and Chief Human Resources Officer

Acknowledged and Agreed

as of the date first written above:

Participant ES

______________________________

Participant Signature

APPENDIX A

Restrictive Covenants

1. Non-Competition; Non-Solicitation.

(a)Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees as follows:

(i)(i)    During Participant’s employment with the Company Group (the “Employment Term”) and for a period that ends on the later of (A) the first anniversary of the Termination Date or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or Participant’s direct reports) had personal contact or dealings on behalf of any member of the Company Group during the one-year period preceding the Termination Date.

(ii)During the Restricted Period, Participant will not directly or indirectly:

(A)engage in the Business providing services in the nature of the services Participant provided to any member of the Company Group at any time in the one year prior to the Termination Date, for a Competitor;

(B)enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business;

(C)acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(D)intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.

(iii)Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.

(iv)During the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(A)solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee, in the one year period prior to the Termination Date, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or

(B)hire any executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business (1) who (x) was employed by the Restricted Group as of the Termination Date or (y) left the employment of the Restricted Group within one year after the Termination Date, and (2) with whom Participant had material business contact in the one year period prior to the Termination Date.

(v)For purposes of this Agreement:

(A)“Restricted Group” means, collectively, the Company and the other members of the Company Group and, to the extent engaged in the Business, its affiliates, provided, however, that for the purposes of this definition, an affiliate does not include any portfolio company of The Blackstone Group L.P. or its affiliates (other than the Company and its Subsidiaries).

(B)“Business” means the business of owning, operating, managing and/or franchising hotel and lodging properties.

(C)“Competitor” means (x) during the Employment Term and, for a period of six months following the Termination Date, any Person engaged in the Business and (y) during the remaining portion of the Restricted Period, any Person engaged in the Business, including Accor Company, AirBnB Inc., Best Western Company, Carlson Hospitality Company, Choice Hotels International, G6 Hospitality, Host Hotels & Resorts, Inc., Hyatt Hotels Corporation, Intercontinental Hotels Group, LQ Management LLC, Marriott International, Wyndham Worldwide Corporation, and Wynn Ltd.

(b)It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Participant, the provisions of this Appendix A will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the enforceability of any of the other restrictions contained herein. Notwithstanding the foregoing, if Participant’s principal place of employment on the Date of Grant is located in Virginia, then this Section 1(b) of this Appendix A will not apply following the Termination Date to the extent any such provision is prohibited by applicable Virginia law.

(c)The period of time during which the provisions of this Section 1 will be in effect will be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(d)Notwithstanding the foregoing, if Participant’s principal place of employment on the Date of Grant is located in California or any other jurisdiction where any provision of this Section 1 is prohibited by applicable law, then the provisions of this Section 1 will not apply following the Termination Date to the extent any such provision is prohibited by applicable law.

2. Confidentiality; Non-Disparagement; Intellectual Property; Protected Rights.

(a)Confidentiality.

(i)Participant will not at any time (whether during or after the Employment Term) (x) retain or use for the benefit, purposes or account of Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company Group (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of Participant’s duties during the Employment Term and pursuant to customary industry practice), any non-public, proprietary or confidential information (including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of any member of the Company Group and/or any third party that has disclosed or provided any of same to any member of the Company Group on a confidential basis (“Confidential Information”) without the prior written authorization of the Board or its designee.

(ii)“Confidential Information” does not include any information that is (a) generally known to the industry or the public other than as a result of Participant’s breach of this covenant; (b) made legitimately available to Participant by a third party without breach of any confidentiality obligation of which Participant has knowledge; or (c) required by law to be disclosed; provided that, unless otherwise provided under applicable law, with respect to subsection (c) Participant is required to give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii)Upon termination of Participant’s employment with the Company Group for any reason, Participant agrees to (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by any member of the Company Group; and (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information, except that Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

(b)Non-Disparagement. During the Employment Term and at all times thereafter (including following the Termination Date), Participant will not intentionally make any statement that criticizes, ridicules, disparages or is otherwise derogatory of any member of the Company Group, or any of their respective officers, directors, stockholders, employees or other service providers, or any product or service offered by any member of the Company Group; provided, however, that nothing contained in this Section 2(b) precludes Participant from providing truthful testimony in any legal proceeding, or making any truthful statement (i) to any governmental agency; (ii) as required or permitted by applicable law or regulation; (iii) as required by court order or other legal process; or (iv) after the Restricted Period, for any legitimate business reason.

(c)Intellectual Property.

(i)If Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to the commencement of the Employment Term, that are relevant to or implicated by such employment (“Prior Works”), Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company Group’s current and future business.

(ii)If Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during the Employment Term and within the scope of such employment and with the use of any Company Group resources (“Company Works”), Participant will promptly and fully disclose such Company Works to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(iii)Participant will take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason, after reasonable attempt, to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Participant’s agent and attorney in fact, to act for and in Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.

(iv)Participant will not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with any member of the Company Group any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Participant agrees to comply with all relevant policies and guidelines of the Company Group that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. Participant acknowledges that any member of the Company Group may amend any such policies and guidelines from time to time, and that Participant remains at all times bound by their most current version from time to time previously disclosed to Participant.

(d)Protected Rights. Nothing contained in this Agreement limits Participant’s ability to (i) disclose any information to governmental agencies or commissions as may be required by law, or (ii) Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.

The provisions of Section 2 hereof will survive the termination of Participant’s employment for any reason.

APPENDIX B

HILTON 2017 OMNIBUS INCENTIVE PLAN

PERFORMANCE SHARE AGREEMENT

TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Performance Share Agreement. For the avoidance of doubt, all provisions of the Agreement apply to Non-U.S. Participants except to the extent modified by this Appendix B or Appendix C.

1.Responsibility for Taxes. This provision supplements Section 13 of the Performance Share Agreement:

(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Shares, including, but not limited to, the grant, vesting or settlement of the Performance Shares, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Shares to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer;

(ii)Withholding from any cash payment made in settlement of the Performance Shares or dividend equivalents;

(iii)withholding from proceeds of the sale of Shares acquired upon settlement of the Performance Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or

(iv)withholding in Shares to be issued upon settlement of the Performance Shares;

provided, however, that if the Participant is subject to Section 16 of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above.

(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Performance Shares, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

(d)Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, or to make any cash payment upon settlement of the Performance Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(e) Notwithstanding anything to the contrary in the Plan or in Section 13 of the Performance Share Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate any Shares to be withheld to cover any withholding obligation for Tax-Related Items by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

2.Nature of Grant. This provision supplements Sections 5 and 20 of the Performance Share Agreement:

In accepting the grant of the Performance Shares, the Participant acknowledges, understands and agrees that:

1.the Performance Share grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with any member of the Company Group;

2.the Performance Shares and the Shares subject to the Performance Shares, and the income from and value of same, are not intended to replace any pension rights or compensation;

3.unless otherwise agreed with the Company, the Performance Shares and the Shares subject to the Performance Shares, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any member of the Company Group.

4.for purposes of the Performance Shares, the Termination Date shall be the date the Participant is no longer actively providing services to any member of the Company Group (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the Performance Shares under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any);

5.unless otherwise provided in the Plan or by the Company in its discretion, the Performance Shares and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Shares or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and

6.no member of the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Performance Shares or of any amounts due to the Participant pursuant to the settlement of the Performance Shares or the subsequent sale of any Shares acquired upon settlement.

3.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country, or the broker’s country, or the country in which the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to, directly or indirectly, accept, acquire, sell or attempt to sell or otherwise dispose of Shares, rights to Shares (e.g., Performance Shares), or rights linked to the value of Shares during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing the inside information. Furthermore, the Participant may be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.

4.Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country.  The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.

5.Termination of Employment. This provision supplements Section 5(c) of the Performance Share Agreement:

Notwithstanding any provision of the Agreement, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Performance Shares when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of Section 5(c) regarding the treatment of the Performance Shares when the Participant terminates employment as a result of the Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 5 shall govern.

6.Compliance with Law. Notwithstanding any provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon settlement of the Performance Shares prior to the completion of any registration or qualification of the Shares under any U.S. or non-U.S. local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Participant agrees that the Company shall have unilateral authority to amend the Agreement without the Participant’s consent, to the extent necessary to comply with securities or other laws applicable to the issuance of Shares.

APPENDIX C

HILTON 2017 OMNIBUS INCENTIVE PLAN

PERFORMANCE SHARE UNIT AGREEMENT

COUNTRY-SPECIFIC TERMS AND CONDITIONS

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan, the Performance Share Agreement and the Terms and Conditions for Non-U.S. Participants.

Terms and Conditions

This Appendix C includes additional terms and conditions that govern the Performance Shares if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the Performance Shares, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.

Notifications

This Appendix C also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix C as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Performance Shares vest or the Participant sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the Performance Shares, the information contained herein may not be applicable to the Participant in the same manner.

GENERAL

Terms and Conditions

Settlement of Performance Shares. If, prior to settlement of the Performance Shares, the Participant transfers employment and/or residence from a country in which Performance Shares are settled in Shares pursuant to the terms and conditions set forth in this Appendix C to a country in which Performance Shares are settled in cash, the Performance Shares shall continue to be settled in Shares, unless otherwise determined by the Company, in its discretion.

CHINA

Terms and Conditions

Cash Settlement. Notwithstanding any provision in the Performance Share Unit Agreement and the Terms and Conditions for Non-U.S. Participants to the contrary, any vested Performance Shares and dividend equivalents shall be settled by payment in cash or its equivalent of an amount equal in value to the Shares subject to such Performance Shares and dividend equivalents (using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of settlement). Any references to the issuance of Shares in any documents related to Performance Shares shall not be applicable. Notwithstanding the foregoing, the Company reserves the right to settle Performance Shares and/or dividend equivalents in Shares, in its discretion.

Payment of Proceeds. Any cash payment received by the Participant upon settlement of RSUs will be paid to the Participant through local payroll in China. In no event will payments under the Plan be made to the Participant into an account outside of China.

INDIA

Notifications

Exchange Control Information. The Participant understands that the Participant must repatriate any proceeds from the sale of Shares acquired under the Plan to India within a reasonable period of time (i.e., within 90 days of receipt and any cash dividends received in relation to the Shares must be repatriated within 180 days or as prescribed under applicable Indian exchange control laws, as may be amended from time to time). The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. It is the Participant’s responsibility to comply with applicable exchange control laws in India.

Foreign Asset/Account Reporting Information. The Participant is required to declare any foreign bank accounts for which the Participant has signing authority in the Participant’s annual tax return. It is the Participant’s responsibility to comply with applicable tax laws in India. The Participant should consult with the Participant’s personal tax advisor to ensure that the Participant is properly reporting the Participant’s foreign assets and bank accounts.

NETHERLANDS

There are no country-specific provisions.

SINGAPORE

Notifications

Securities Law Information. The grant of Performance Shares is being made to the Participant in reliance on the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that the Performance Shares are subject to section 257 of the SFA and the Participant should not make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Performance Shares, unless such sale or offer in Singapore is made: (1) after 6 months of the grant of the Performance Shares to the Participant; or (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Chief Executive Officer and Director Notification Obligation. The Chief Executive Officer (“CEO”), directors, associate directors or shadow directors of a Singapore member of the Company Group are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify such entity in writing within two business days of any of the following events: (i) the acquisition or disposal of an interest (e.g., Performance Shares granted under the Plan or Shares) in the Company or any member of the Company Group, (ii) any change in previously-disclosed interests (e.g., sale of Shares), of (iii) becoming the CEO, a director, associate director or shadow director of a member of the Company Group in Singapore, if the individual holds such an interest at that time.

UNITED ARAB EMIRATES

Notifications

Securities Law Information. Participation in the Plan is being offered only to Eligible Persons and is in the nature of providing equity incentives to Eligible Persons. Any documents related to participation in the Plan, including the Plan, the Agreement and any other grant documents (“Performance Share Documents”), are intended for distribution only to such Eligible Persons and must not be delivered to, or relied on by, any other person. The United Arab Emirates securities or financial/economic authorities have no responsibility for reviewing or verifying any Performance Share Documents and have not approved the Performance Share Documents nor taken steps to verify the information set out in them, and thus, are not responsible for their content.

The securities to which this statement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. The Participant is aware that he or she should, as a prospective stockholder, conduct his or her own due diligence on the securities. The Participant acknowledges that if he or she does not understand the contents of the Performance Share Documents, the Participant should consult an authorized financial advisor.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. This provision supplements Section 13 of the Agreement and Section 1 of the Terms and Conditions for Non-U.S. Participants:

Without limitation to Section 13 of the Agreement and Section 1 of the Terms and Conditions for Non-U.S. Participants, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Participant, in case the indemnification could be considered a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Participant by any of the means referred to in Section 13 of the Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants.

EX-10.2

Final

AWARD NOTICE

AND
RESTRICTED STOCK UNIT AGREEMENT

HILTON 2017 OMNIBUS INCENTIVE PLAN

The Participant has been granted Restricted Stock Units with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement (including the appendices attached thereto) to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth in the Restricted Stock Unit Agreement and the Plan.

Participant Name	Number of Restricted Stock Units Granted	Vesting Schedule	Date of Grant
Participant_Name	Number_of_Shares RSUs	50% vests on March 3 of 2019 and 2020	Grant_Date

Vesting Schedule:

Vesting of the RSUs as specified in the chart above is subject to the Participant’s continued employment with a member of the Company Group through and including each applicable vesting date (unless otherwise provided for in Section 3(b) or Section 3(c) of the Agreement); provided that if the number of RSUs is not evenly divisible by two (2), then no fractional Shares will vest and the installments will be as equal as possible with the smaller installment(s) vesting first.

RESTRICTED STOCK UNIT AGREEMENT

HILTON 2017 OMNIBUS INCENTIVE PLAN

This Restricted Stock Unit Agreement, effective as of the Date of Grant (as defined below), is between Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and the individual listed in the Award Notice as the “Participant.” Capitalized terms have the meaning set forth in Section 20, or, if not otherwise defined herein, in the Hilton 2017 Omnibus Incentive Plan (as it may be amended, the “Plan”).

1. Grant of RSUs; Dividends; RSU Account.

(a)The Company hereby grants, on the Date of Grant, the RSUs to the Participant, each of which represents the right to receive one Share upon vesting of such RSU, subject to and in accordance with the terms, conditions and restrictions set forth in the Plan, the Award Notice, and this Agreement. The RSUs will vest in accordance with the schedule set forth on the Award Notice.

(b)Each RSU will accrue dividend equivalent payments in accordance with Section 9(d)(ii) of the Plan and any such accrued dividend equivalent payments will be paid at the same time the underlying RSUs are settled, and in no event on any date prior thereto. If the underlying RSUs are forfeited, the Participant will have no right to any such dividend equivalent payments.

(c)The Company will establish and maintain an account (the “Unit Account”) on the books of the Company to record the number of RSUs credited to the Participant under the terms of this Agreement. The Participant’s interest in the Unit Account will be that of a general, unsecured creditor of the Company. Upon the issuance of the Shares to the Participant as provided for in Section 2 below, the corresponding number of Shares credited to the Participant’s Unit Account will be eliminated.

(d)Notwithstanding anything herein to the contrary, the Participant must accept this Agreement within ninety (90) days following the Date of Grant, and, if the Agreement has not been accepted within such ninety (90) day period, the RSUs will be forfeited on the ninetieth (90^th) day following the Date of Grant.

2.Issuance of Shares in Settlement of RSUs. The Company will issue to the Participant one Share for each RSU which becomes vested in accordance with the terms of this Agreement, as soon as reasonably practicable following the applicable vesting date (and in any event within 2.5 months of the applicable vesting date), and such vested RSU will be cancelled upon such delivery. The Participant will not have any of the rights or privileges of a stockholder of the Company in respect of the Shares subject to RSUs until the Shares have been issued to the Participant in accordance with Section 2. The Company has no obligation to issue Shares if any issuance would not comply with all relevant provisions of applicable law and the requirements of any stock exchange on which the Shares are listed for trading.

3. Termination of Employment. Subject to Section 3(b) or Section 3(c) below, in the event that the Participant’s employment with the Company Group terminates for any reason, any unvested RSUs will be forfeited and all of the Participant’s rights under this Agreement will cease as of the effective date of Termination (the “Termination Date”).

(a)Any unvested RSUs will fully vest as of the Termination Date and will be settled in accordance with Section 2 if the Participant’s employment with the Company Group is terminated:

(i)by the Company Group due to or during the Participant’s Disability or due to the Participant’s death; or

(ii)by the Company Group without Cause within the period commencing on the date of a Change in Control and ending on the date that is 12 months thereafter.

(b)In the event the Participant’s employment with the Company Group terminates as a result of the Participant’s Retirement after the date that is six months after the Date of Grant, all unvested RSUs will remain outstanding and will continue to vest, following the Termination Date, in accordance with the schedule set forth in the Award Notice and, once vested, will be settled in accordance with Section 2, so long as no Restrictive Covenant Violation occurs (as determined by the Committee or its designee in its sole discretion prior to the applicable vesting date). The Committee or its designee may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Participant’s Retirement occurs on a date within the period commencing on the date of a Change in Control and ending on the date that is 12 months thereafter, any unvested RSUs will become fully and immediately vested as of the date of such Retirement and will be settled in accordance with Section 2 (i.e., in the same manner as set forth under Section 3(b)(ii)).

(c)The Participant’s rights with respect to the RSUs will not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of a member of the Company Group. Whether (and the circumstances under which) the Participant’s employment has terminated and the determination of the Termination Date for purposes of this Agreement will be determined by the Committee (or, with respect to any Participant who is not a director or Officer, its designee, whose good faith determination will be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the RSUs). Neither the Plan nor this Agreement nor the Participant’s receipt of the RSUs hereunder imposes any obligation on any member of the Company Group to continue the employment or engagement of the Participant.

4.Repayment of Proceeds; Clawback Policy. The RSUs, any dividend equivalent payments, and all Shares received in respect of the RSUs and all proceeds related to the RSUs are subject to the clawback and repayment terms set forth in Sections 15(v) and 15(w) of the Plan and the Company’s Clawback Policy, as in effect from time to time, to the extent the Participant is a director or Officer. In addition, if any member of the Company Group terminates the Participant’s employment for Cause or discovers after Termination that grounds existed for a Termination for Cause at the time thereof, then the Participant will be required, in addition to any other remedy available (on a non-exclusive basis), to pay the Company, within 10 business days of the Company’s request, the aggregate after-tax proceeds the Participant received in respect of the RSUs and any Shares issued in respect thereof.

5. Tax Withholding. In connection with settlement of any RSUs under Section 2, the Company will withhold a number of Shares in the amount necessary to satisfy applicable U.S. and non-U.S. Federal, state or local tax or other withholding requirements, if any (“Withholding Taxes”) in accordance with Section 15(d) of the Plan (or, if the Participant is subject to Section 16 of the Exchange Act at such time, such amount which would not result in adverse consequences under GAAP), unless otherwise agreed to in writing by the Participant and the Company. If any Withholding Taxes become due prior to the settlement of any RSUs, the Committee may accelerate the vesting of a number of RSUs equal in value to the Withholding Taxes, the Shares to be issued in settlement of such accelerated RSUs will be withheld by the Company, and the number of RSUs so accelerated will reduce the number of RSUs which would otherwise become vested on the next applicable vesting date. The number of RSUs or Shares equal to the Withholding Taxes will be determined using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the date of determination, and will be rounded up to the nearest whole RSU or Share.

6.Adjustments Upon Change in Capitalization. The RSUs, the Participant’s Unit Account, any dividend equivalent payments, and/or the Shares, are subject to adjustment in accordance with Section 13 of the Plan.

7.Restrictive Covenants.The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group, that the Participant will be allowed access to confidential and proprietary information (including, but not limited to, trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company Group. The Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and any member of the Company Group.

8.Restrictions on Transfer. The Participant may not assign, sell or otherwise transfer the RSUs or the Participant’s right to receive Shares other than in accordance with Section 15(b) of the Plan.

9.RSUs Subject to the Plan. The RSUs granted hereunder are subject to the Plan and the terms of the Plan are hereby incorporated into this Agreement. By accepting the RSUs, the Participant acknowledges that the Participant has received and read the Plan and agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. In the event of a conflict between any term or provision of the Agreement and a term or provision of the Plan, the terms of the Plan will govern and prevail.

10.Governing Law; Venue; Language. This Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, will be brought in any court of competent jurisdiction in the State of New York or the State of Delaware, and each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold RSUs pursuant to a valid assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New York, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version thereof, and in the event of any conflict the English version will govern. The Participant acknowledges that the Participant is sufficiently proficient in English to understand the terms and conditions of this Agreement.

11.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the RSUs contemplated hereunder, the Participant expressly acknowledges that (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be suspended or terminated by the Company at any time, to the extent permitted by the Plan; (b) the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past; (c) all determinations with respect to future grants of Restricted Stock Units, if any, including the grant date, the number of Shares granted and the applicable vesting terms, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary and not a condition of employment, and the Participant may decline to accept the RSUs without adverse consequences to the Participant’s continued employment relationship with the Company Group; (e) the value of the RSUs is an extraordinary item that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) grants of RSUs, and the income from and value of same, are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis, and for the avoidance of doubt, the RSUs will not constitute an “acquired right” under the applicable law of any jurisdiction; and (g) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to RSU proceeds in consequence of the termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract.

12. Section 409A of the Code

(a)This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee will have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder.

(b)Notwithstanding any other provision of this Agreement to the contrary, if the Participant is a “specified employee” within the meaning of Section 409A of the Code, and is subject to U.S. federal income tax, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) will be made to the Participant prior to the date that is six months after the date of the Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company will not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder will be deemed to be a separate payment for the purposes of Section 409A of the Code.

13.Electronic Delivery and Acceptance. This Agreement may be executed electronically and in counterparts. The Company currently delivers documents related to the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line system established and maintained by the Company or a third party designated by the Company.

14.Imposition of Other Requirements. The Company may (a) impose other requirements, policies or procedures relating to the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan to the extent the Company determines it is necessary or advisable for legal or administrative purposes and (b) require the Participant to sign any additional agreements that may be necessary to accomplish the foregoing.

15.No Advice Regarding Grant. Notwithstanding anything herein to the contrary, the Participant acknowledges and agrees thatthe Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, or the Participant's acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

16.Appendices For Non-U.S. Participants. Notwithstanding any provisions in this Agreement to the contrary, if the Participant resides and/or works outside the United States, the RSUs and the Shares will be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix B and to any Country-Specific Terms and Conditions for the Participant's country attached hereto as Appendix C. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable Country-Specific Terms and Conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in the Country-Specific Terms and Conditions, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.

17.Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

18.Waiver. The Participant acknowledges that a waiver by the Company of any breach of any provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant.

19.Data Privacy Acknowledgement.

(a)General. The Participant hereby explicitly and unambiguously acknowledges and agrees to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Participant’s employer or contracting party (the “Employer”) and the Company for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, e-mail address, and telephone number, work location and phone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Participant’s participation in the Plan (“Personal Data”).

(b)Use of Personal Data; Retention. The Participant understands that Personal Data may be transferred to Fidelity Stock Plan Services or any other third parties assisting in the implementation, administration and management of the Plan, now or in the future, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Personal Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.

(c)Withdrawal of Consent. The Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service with the Employer will not be affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

20.Definitions. The following terms will have the following meanings for purposes of this Agreement:

(a)“Agreement” means this Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice, Appendix A, and the appendices for non-U.S. Participants attached hereto as Appendix B and Appendix C.

(b) “Award Notice” means the notice to the Participant.

(c)“Date of Grant” means the “Date of Grant” listed in the Award Notice.

(d)“Officer” means “officer” as defined under Rule 16a-1(f) of the Exchange Act.

(e)“Restrictive Covenant Violation” means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any other covenant regarding confidentiality, competitive activity, solicitation of the Company Group’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.

(f)“Retirement” means a termination of the Participant’s employment with the Company Group for any reason, whether by the Participant or by the Company Group, following the date on which (i) the Participant attained the age of 55 years old, and (ii) the number of completed years of the Participant’s continuous employment with the Company Group is at least 10; provided, however, that a termination of the Participant’s employment (w) by the Company Group for Cause, (x) by the Company Group, or the Participant, in either case, while grounds for Cause exist, (y) due to the Participant’s death, or (z) due to or during the Participant’s Disability, in each case, will not constitute a Retirement for the purposes of this Agreement, regardless of whether such termination occurs following the date on which the age and service requirements set forth in clauses (i) and (ii) have been satisfied.

(g) “RSUs” means that number of Restricted Stock Units listed in the Award Notice as “Restricted Stock Units Granted,” subject to adjustment in accordance with Section 6 of the Agreement.

(h)“Shares” means a number of shares of Common Stock equal to the number of RSUs.

[Signatures follow]

HILTON WORLDWIDE HOLDINGS INC.
By:	/s/ Christopher J. Nassetta
	Christopher J. Nassetta
	President and Chief Executive Officer
By:	/s/ Matthew Schuyler
	Matthew Schuyler
	Executive Vice President and Chief Human Resources Officer

Acknowledged and Agreed

as of the date first written above:

Participant ES

______________________________

Participant Signature

APPENDIX A

Restrictive Covenants

1. Non-Competition; Non-Solicitation.

(a)The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees as follows:

(i)While the Participant is employed by the Company Group (the “Employment Term”) and for a period that ends on the later to occur of (A) the first anniversary of the Termination Date or (B) the last day on which any portion of the RSUs granted under this Agreement are eligible to vest if the Participant ceases to be employed by the Company Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly, solicit or assist in soliciting in competition with the Restricted Group (as defined below) in the Business (as defined below), the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of any member of the Company Group during the one-year period preceding the Termination Date.

(ii)During the Restricted Period, Participant will not, directly or indirectly:

(A)engage in the Business providing services in the nature of the services the Participant provided to any member of the Company Group at any time in the one year prior to the Termination Date, for a Competitor (as defined below);

(B)enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business;

(C)acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(D)intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.

(iii)Notwithstanding anything to the contrary in this Appendix A, the Participant may, directly or indirectly, own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (A) is not a controlling person of, or a member of a group which controls, such Person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.

(iv)During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(A) solicit or encourage any executive-level employee of the Restricted Group, with whom the Participant has had material business contact during the Employment Term or, if no longer an employee, in the one year period prior to the Termination Date to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or

(B)hire any executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business, (1) who (x) was employed by the Restricted Group as of the Termination Date or (y) left the employment of the Restricted Group within one year after the Termination Date, and (2) with whom Participant had material business contact in the one year period prior to the Termination Date.

(v)For purposes of this Agreement:

(A)“Restricted Group” means, collectively, the Company and the other members of the Company Group and, to the extent engaged in the Business, its affiliates; provided, however, that for the purposes of this definition, an affiliate does not include any portfolio company of The Blackstone Group L.P. or its affiliates (other than the Company and its Subsidiaries).

(B)“Business” means the business of owning, operating, managing and/or franchising hotel and lodging properties.

(C)“Competitor” means (x) during the Employment Term and, for a period of six months following the Termination Date, any Person engaged in the Business and (y) during the remaining portion of the Restricted Period, any Person engaged in the Business, including Accor Company, AirBnB Inc., Best Western Company, Carlson Hospitality Company, Choice Hotels International, G6 Hospitality, Host Hotels & Resorts, Inc., Hyatt Hotels Corporation, Intercontinental Hotels Group, LQ Management LLC, Marriott International, Wyndham Worldwide Corporation, and Wynn Ltd.

(b)It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against the Participant, the provisions of this Appendix A will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the enforceability of any of the other restrictions contained herein. Notwithstanding the foregoing, if the Participant’s principal place of employment on the Date of Grant is located in Virginia or any other or any other jurisdiction where such provision is disregarded, then this Section 1(b) of this Appendix A will not apply following the Termination Date to the extent any such provision is prohibited by applicable Virginia law.

(c)The period of time during which the provisions of this Section 1 will be in effect will be extended by the length of time during which the Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(d)Notwithstanding the foregoing, if the Participant’s principal place of employment on the Date of Grant is located in California or any other jurisdiction where any provision of this Section 1 is prohibited by applicable law, then the provisions of this Section 1 will not apply following the Termination Date to the extent any such provision is prohibited by applicable law.

2. Confidentiality; Non-Disparagement; Intellectual Property; Protected Rights.

(a)Confidentiality.

(i)The Participant will not at any time (whether during or after the Employment Term) (x) retain or use for the benefit, purposes or account of the Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company Group (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of the Participant’s duties during the Employment Term and pursuant to customary industry practice), any non-public, proprietary or confidential information (including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of any member of the Company Group and/or any third party that has disclosed or provided any of same to any member of the Company Group on a confidential basis (“Confidential Information”) without the prior written authorization of the Board or its designee.

(ii)“Confidential Information” does not include any information that is (a) generally known to the industry or the public other than as a result of the Participant’s breach of this covenant; (b) made legitimately available to the Participant by a third party without breach of any confidentiality obligation of which the Participant has knowledge; or (c) required by law to be disclosed; provided that, unless otherwise provided under applicable law, with respect to subsection (c) the Participant is required to give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii)Upon termination of the Participant’s employment with the Company Group for any reason, the Participant agrees to (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including, without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by any member of the Company Group; and (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in the Participant’s possession or control (including any of the foregoing stored or located in the Participant’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information, except that the Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

(b)Non-Disparagement. During the Employment Term and at all times thereafter (including following the Termination Date), the Participant will not intentionally make any statement that criticizes, ridicules, disparages or is otherwise derogatory of any member of the Company Group or any of their respective officers, directors, stockholders, employees or other service providers, or any product or service offered by any member of the Company Group; provided, however, that nothing contained in this Section 2(b) precludes the Participant from providing truthful testimony in any legal proceeding, or making any truthful statement (i) to any governmental agency; (ii) as required or permitted by applicable law or regulation; (iii) as required by court order or other legal process; or (iv) after the Restricted Period, for any legitimate business reason.

(c)Intellectual Property.

(i)If the Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to the commencement of the Employment Term, that are relevant to or implicated by such employment (“Prior Works”), the Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company Group’s current and future business.

(ii)If the Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during the Employment Term and within the scope of such employment and with the use of any Company Group resources (“Company Works”), the Participant agrees to promptly and fully disclose such Company Works to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(iii)The Participant agrees to take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason, after reasonable attempt, to secure the Participant’s signature on any document for this purpose, then the Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Participant’s agent and attorney in fact, to act for and on the Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.

(iv)The Participant agrees not to improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with any member of the Company Group any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. The Participant agrees to comply with all relevant policies and guidelines of the Company Group that are, from time to time, previously disclosed to the Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. The Participant acknowledges that any member of the Company Group may amend any such policies and guidelines from time to time, and that the Participant remains at all times bound by their most current version from time to time previously disclosed to the Participant.

(d)Protected Rights. Nothing contained in this Agreement limits (i) the Participant’s ability to disclose any information to governmental agencies or commissions as may be required by law, or (ii) the Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) the Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit the Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.

The provisions of Section 2 hereof will survive the termination of the Participant’s employment for any reason.

APPENDIX B

HILTON 2017 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(2017 GRANT)

TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS

Capitalized terms used but not otherwise defined herein will have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement. For the avoidance of doubt, all provisions of the Agreement apply to Non-U.S. Participants except to the extent modified by this Appendix B or Appendix C.

1.Responsibility for Taxes. This provision supplements Section 5 of the Restricted Stock Unit Agreement:

(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer;

(ii)withholding from any cash payment made in settlement of the RSUs or dividend equivalents;

(iii)withholding from proceeds of the sale of Shares either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or

(iv)withholding in Shares;

provided, however, that if the Participant is subject to Section 16 of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i), (ii) and (iii) above.

(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

(d)Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares or to make any cash payment upon settlement of the RSUs if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(e) Notwithstanding anything to the contrary in the Plan or in Section 5 of the Restricted Stock Unit Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company will have the discretion to calculate the Shares to be withheld to cover any Withholding Taxes by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

2.Nature of Grant. This provision supplements Sections 3 and 11 of the Restricted Stock Unit Agreement:

In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:

(a)the RSU grant and the Participant’s participation in the Plan does not create a right to employment or be interpreted as forming an employment or services contract with the Company;

(b)the RSUs and the Shares subject to the RSUs, and the income from and value of same are not intended to replace any pension rights or compensation;

(c)unless otherwise agreed with the Company, the RSUs and the Shares and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of an affiliate.

(d)for purposes of the RSUs, the Termination Date will be the date the Participant is no longer actively providing services to a member of the Company Group (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the RSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any);

(e)unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Common Stock; and

(f)neither the Company nor any other member of the Company Group will be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

3.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country, or the broker’s country, or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect the Participant’s ability to, directly or indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of Shares, rights to Shares (e.g., RSUs), or rights linked to the value of Shares, during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing the inside information. Furthermore, the Participant may be prohibited from (i) disclosing inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.

4.Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country.  The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in the Participant’s country. The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations, and the Participant is advised to consult the Participant’s personal legal advisor for any details.

5.Termination of Employment. This provision supplements Section 3(c) of the Restricted Stock Unit Agreement:

Notwithstanding any provision of the Agreement, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the RSUs when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of Section 3(c) regarding the treatment of the RSUs when the Participant terminates employment as a result of the Participant’s Retirement will not be applicable to the Participant and the remaining provisions of Section 3 will govern.

6.Compliance with Law. Notwithstanding any provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any shares issuable upon settlement of the RSUs prior to the completion of any registration or qualification of the shares under any U.S. or non-U.S. local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Participant agrees that the Company shall have unilateral authority to amend the Agreement without the Participant’s consent, to the extent necessary to comply with securities or other laws applicable to the issuance of Shares.

APPENDIX C

HILTON 2017 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(2017 GRANT)

COUNTRY-SPECIFIC TERMS AND CONDITIONS

Capitalized terms used but not otherwise defined herein have the meaning given to such terms in the Plan, the Restricted Stock Unit Agreement and the Terms and Conditions for Non-U.S. Participants.

Terms and Conditions

This Appendix C includes additional terms and conditions that govern the RSUs if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the RSUs, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.

Notifications

This Appendix C also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of October 2017. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix C as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the RSUs, the information contained herein may not be applicable to the Participant in the same manner.

GENERAL

Terms and Conditions

Settlement of RSUs. If, prior to settlement of the RSUs, the Participant transfers employment and/or residence from a country in which RSUs are settled in cash pursuant to the terms and conditions set forth in this Appendix C to a country in which RSUs are settled in Shares, the RSUs shall continue to be settled in cash, unless otherwise determined by the Company, in its discretion. If, prior to settlement of the RSUs, the Participant transfers employment and/or residence from a country in which RSUs are settled in Shares to a country in which RSUs are settled in cash pursuant to the terms and conditions set forth in this Appendix C, the RSUs shall continue to be settled in Shares, unless otherwise determined by the Company, in its discretion.

CHINA

Terms and Conditions

Cash Settlement. Notwithstanding any provision in the Restricted Stock Unit Agreement and the Terms and Conditions for Non-U.S. Participants to the contrary, any vested RSUs and dividend equivalents shall be settled by payment in cash or its equivalent of an amount equal in value to the Shares subject to such RSUs and dividend equivalents (using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of settlement). Any references to the issuance of Shares in any documents related to RSUs shall not be applicable. Notwithstanding the foregoing, the Company reserves the right to settle RSUs and/or dividend equivalents in Shares, in its discretion.

Payment of Proceeds. Any cash payment received by the Participant upon settlement of RSUs will be paid to the Participant through local payroll in China. In no event will payments under the Plan be made to the Participant into an account outside of China.

INDIA

Notifications

Exchange Control Information. The Participant understands that the Participant must repatriate any proceeds from the sale of Shares acquired under the Plan to India within a reasonable period of time (i.e., within 90 days of receipt and any cash dividends received in relation to the Shares must be repatriated within 180 days or as prescribed under applicable Indian exchange control laws, as may be amended from time to time). The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. It is the Participant’s responsibility to comply with applicable exchange control laws in India.

Foreign Asset/Account Reporting Information. The Participant is required to declare any foreign bank accounts for which the Participant has signing authority in the Participant’s annual tax return. It is the Participant’s responsibility to comply with applicable tax laws in India. The Participant should consult with the Participant’s personal tax advisor to ensure that the Participant is properly reporting the Participant’s foreign assets and bank accounts.

NETHERLANDS

There are no country-specific provisions.

SINGAPORE

Notifications

Securities Law Information. The grant of RSUs is being made to the Participant in reliance on the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that the RSUs are subject to section 257 of the SFA and the Participant should not make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the RSUs, unless such sale or offer in Singapore is made (1) after 6 months of the grant of the RSUs to the Participant; or (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Chief Executive Officer and Director Notification Obligation. The Chief Executive Officer (“CEO”), directors, associate directors or shadow directors of a Singapore member of the Company Group are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify such entity in writing within two business days of any of the following events: (i) the acquisition or disposal of an interest (e.g., RSUs granted under the Plan or Shares) in the Company or any member of the Company Group, (ii) any change in previously-disclosed interests, of (iii) becoming the CEO, a director, associate director or shadow director of a member of the Company Group in Singapore, if the individual holds such an interest at that time.

UNITED ARAB EMIRATES

Notifications

Securities Law Information. Participation in the Plan is being offered only to Eligible Persons and is in the nature of providing equity incentives to Eligible Persons. Any documents related to participation in the Plan, including the Plan, the Agreement and any other grant documents (“RSU Documents”), are intended for distribution only to such Eligible Persons and must not be delivered to, or relied on by, any other person. The United Arab Emirates securities or financial/economic authorities have no responsibility for reviewing or verifying any RSU Documents and have not approved the RSU Documents nor taken steps to verify the information set out in them, and thus, are not responsible for their content.

The securities to which this statement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. The Participant is aware that he or she should, as a prospective stockholder, conduct his or her own due diligence on the securities. The Participant acknowledges that if he or she does not understand the contents of the RSU Documents, the Participant should consult an authorized financial advisor.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. This provision supplements Section 5 of the Restricted Stock Unit Agreement and Section 1 of the Terms and Conditions for Non-U.S. Participants:

Without limitation to Section 5 of the Restricted Stock Unit Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty's Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax–Related Items that they are required to pay or withhold on the Participant's behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, if the Participant is a director or executive officer (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Participant, in case the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Participant by any of the means referred to in Section 5 of the Restricted Stock Unit Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants.

EX-10.3

Final

AWARD NOTICE

AND

NONQUALIFIED STOCK OPTION AGREEMENT

HILTON 2017 OMNIBUS INCENTIVE PLAN

The Participant has been granted stock options with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Nonqualified Stock Option Agreement (including the appendices attached thereto) to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice will have the meanings set forth in the Nonqualified Stock Option Agreement and the Plan.

Participant Name	Number of Shares Subject to Option	Exercise Price	Vesting Schedule	Date of Grant
Participant_Name	Number_of_Shares Shares	Exercise_Price	33.33% vests on March 3 of 2019, 2020 and 2021	Grant_Date

Vesting Schedule:

Vesting of the Option as specified in the chart above is subject to the Participant’s continued employment through the applicable vesting date. If the number of Shares is not evenly divisible by three (3), then no fractional Share will vest and the installments will be as equal as possible with the smaller installment(s) vesting first. Each such right of purchase will be cumulative and will continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Option Period.

NONQUALIFIED STOCK OPTION AGREEMENT

HILTON 2017 OMNIBUS INCENTIVE PLAN

This Nonqualified Stock Option Agreement, effective as of the Date of Grant (as defined below), is between Hilton Worldwide Holdings Inc., a Delaware corporation (the “Company”), and the individual listed in the Award Notice as the “Participant”. Capitalized terms have the meaning set forth in Section 1, or, if not otherwise defined herein, in the Hilton 2017 Omnibus Incentive Plan (as it may be amended, the “Plan”).

1. Definitions. The following terms have the following meanings for purposes of this Agreement:

(a)“Agreement” means this Nonqualified Stock Option Agreement including (unless the context otherwise requires) the Award Notice, Appendix A, and the appendices for non-U.S. Participants attached hereto as Appendix B and Appendix C.

(b) “Award Notice” means the notice to the Participant.

(c)“Exercise Price” means the “Exercise Price” listed in the Award Notice.

(d)“Date of Grant” means the “Date of Grant” listed in the Award Notice.

(e)“Officer” means “officer” as defined under Rule 16a-1(f) of the Exchange Act.

(f)“Participant” means the “Participant” listed in the Award Notice.

(g)“Restrictive Covenant Violation” means the Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by the Participant.

(h) “Retirement” means a termination of the Participant’s employment with the Company Group for any reason, whether by the Participant or by the Company Group, following the date on which (i) the Participant attained the age of 55 years old, and (ii) the number of completed years of the Participant’s continuous employment with the Company Group is at least 10; provided, however, that a termination of the Participant’s employment (w) by the Company Group for Cause, (x) by the Company Group, or the Participant, in either case, while grounds for Cause exist, (y) due to the Participant’s death, or (z) due to or during the Participant’s Disability, in each case, will not constitute a Retirement for the purposes of this Agreement, regardless of whether such termination occurs following the date on which the age and service requirements set forth in clauses (i) and (ii) have been satisfied.

(i)“Shares” means the number of shares of Common Stock listed in the Award Notice as “Number of Shares Subject to Option”.

2. Grant of Options.

(a)Effective as of the Date of Grant, the Company hereby irrevocably grants to the Participant the right and option (the “Option”) to purchase all or any part of the Shares, subject to, and in accordance with, the terms, conditions and restrictions set forth in the Plan, the Award Notice, and this Agreement. The Option will vest in accordance with the schedule set forth on the Award Notice.

(b)The Option is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code.

(c)This Agreement will be construed in accordance and consistent with, and subject to, the terms of the Plan (the provisions of which are incorporated hereby by reference). In the event of any conflict between one or more of this Agreement, the Award Notice and the Plan, the Plan will govern this Agreement and the Award Notice, and the Agreement (to the extent not in conflict with the Plan) will govern the Award Notice.

3. Exercise Price. The price at which the Participant will be entitled to purchase the Shares upon the exercise of the Option will be the Exercise Price per share, subject to adjustment as provided in Section 11.

4. Exercisability of Option. The Option will become vested and exercisable in accordance with the schedule set forth on the Award Notice.

5. Duration of Option. The Option will be exercisable to the extent and in the manner provided herein for a period of ten (10) years from the Date of Grant (the “Option Period”); provided, however, that the Option may be earlier terminated as provided in Section 7 hereof.

6. Manner of Exercise and Payment.

(a)Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written or electronic notice to the Company in the manner prescribed in Section 7(d) of the Plan and as otherwise set forth by the Committee from time to time. Such notice will set forth the number of Shares in respect of which the Option is being exercised and will be signed by the person or persons exercising the Option. In the event the Company has designated an Award Administrator (as defined below), the Option may also be exercised by giving notice (including through electronic means) in accordance with the procedures established from time to time by the Award Administrator. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part, provided that partial exercise will be for whole shares of Common Stock only.

(b)Upon exercise of the Option pursuant to Section 6(a), unless otherwise determined by the Committee, the Company will withhold a number of Shares otherwise deliverable to the Participant to pay (i) the full purchase price for the Shares in respect of which the Option is being exercised and (ii) an amount necessary to satisfy applicable U.S. and non-U.S. Federal, state or local tax or other withholding requirements, if any (“Withholding Taxes”) in accordance with Section 15(d) of the Plan (or, if the Participant is subject to Section 16 of the Exchange Act at such time, such amount which would not result in adverse consequences under GAAP), unless otherwise agreed to in writing by the Participant and the Company. The number of Shares to be withheld or otherwise used for payment will be calculated using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the date of determination, and will be rounded up to the nearest whole Share.

(c)Upon receipt of the notice of exercise and any payment or other documentation as may be necessary pursuant to Sections 6(a) and 6(b) relating to the Shares in respect of which the Option is being exercised, the Company will, subject to the Plan and this Agreement, take such action as may be necessary to effect the transfer to the Participant of the number of Shares as to which such exercise was effective.

(d)The Participant will not be deemed to be the holder of, or to have any of the rights and privileges of a stockholder of the Company (including the right to vote or receive dividends) in respect of, Shares purchased upon exercise of the Option until (i) the Option has been exercised pursuant to the terms of this Agreement and the Participant has paid the full purchase price for the number of Shares in respect of which the Option was exercised and any applicable Withholding Taxes and (ii) the Company has issued the Shares in connection with such exercise.

7. Termination of Employment.

(a)Subject to Section 7(c) or Section 7(d) below, in the event that the Participant’s employment with the Company Group terminates for any reason, any unvested portion of the Option will be forfeited and all of the Participant’s rights under this Agreement will terminate as of the effective date of Termination (the “Termination Date”) (unless otherwise provided for by the Committee in accordance with the Plan).

(b)If the Participant’s employment is terminated by the Company Group for Cause or by the Participant when grounds existed for Cause at the time thereof, the vested and unvested portions of the Option will terminate as of the Termination Date.

(c)The Option will become immediately vested and exercisable as of the Termination Date as to all of the Shares subject to the Option if the Participant’s employment with the Company Group is terminated:

(i)by the Company Group due to or during the Participant’s Disability or due to the Participant’s death; or

(ii)by the Company Group without Cause if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone will not result in any vesting hereunder).

(d)In the event the Participant’s employment with the Company Group terminates as a result of the Participant’s Retirement after the date that is six months after the Date of Grant, the Option will continue to vest and become exercisable, following the Termination Date, in accordance with the schedule set forth in the Award Notice so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable vesting date. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred.

(e)In the event (i) the Participant’s employment with the Company Group is terminated by the Company due to death or Disability, each outstanding vested Option will remain exercisable for one year thereafter (but in no event beyond the Option Period), (ii) the Participant’s employment is terminated due to a Retirement each outstanding vested Option (whether such Option becomes vested before, on, or after the Termination Date) will remain exercisable for five years after the Termination Date (but in no event beyond the Option Period), and (iii) the Participant’s employment with the Company Group is terminated for any other reason (subject to Section 7(b)), each outstanding vested Option will remain exercisable for ninety (90) days thereafter (but in no event beyond the Option Period); provided that, in each case, the Option Period will expire immediately upon the occurrence of a Restrictive Covenant Violation.

(f)The Participant’s rights with respect to the Option will not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of the Company Group. Whether (and the circumstances under which) employment has terminated and the determination of the Termination Date for the purposes of this Agreement will be determined by the Committee (or, with respect to any Participant who is not a director or Officer, its designee, whose good faith determination will be final, binding and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the Option).

8. Restrictions on Transfer. The Participant may not assign, sell or otherwise transfer the Option or the Participant’s right under the Option to receive Shares, other than in accordance with Section 15(b) of the Plan.

9. Repayment of Proceeds; Clawback Policy. The Option and all proceeds related to the Option are subject to the clawback and repayment terms set forth in Section 15(v) and 15(w) of the Plan and the Company’s Clawback Policy, as in effect from time to time, to the extent the Participant is a director or Officer. In addition, if a Restrictive Covenant Violation occurs or the Company discovers after a termination of employment that grounds existed for Cause at the time thereof, then the Participant will be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) business days of the Company’s request to the Participant therefor, an amount equal to the excess, if any, of (a) the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the Participant received upon the sale or other disposition of, or distributions in respect of, the Options and any Shares acquired in respect thereof over (b) the aggregate Cost (if any) of such Shares. For purposes of this Agreement, “Cost” means, in respect of any Share, the amount paid by the Participant for the Share (excluding, for the avoidance of doubt, any Withholding Taxes), as proportionately adjusted for corporate transactions and other recapitalizations and less the amount of any dividends or distributions made with respect to the Share; provided that Cost may not be less than zero. Any reference in this Agreement to grounds existing for a termination of employment with Cause will be determined without regard to any notice period, cure period, or other procedural delay or event required prior to finding of or termination with, Cause.

10. No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Option hereunder will impose any obligation on the Company Group to continue the employment or engagement of the Participant. Further, the Company Group may at any time terminate the employment or engagement of the Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.

11. Adjustments. The terms of this Agreement, including, without limitation, (a) the number of Shares subject to the Option and (b) the Exercise Price specified herein, will be subject to adjustment in accordance with Section 13 of the Plan.

12. Award Subject to Plan. The Option granted hereunder is subject to the Plan and the terms of the Plan are hereby incorporated into this Agreement. By accepting the Option, the Participant acknowledges that the Participant has received and read the Plan and agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan.

13. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement will not be affected by such holding and will continue in full force in accordance with their terms.

14. Governing Law; Venue; Language. This Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof. Any suit, action or proceeding with respect to this Agreement (or any provision incorporated by reference), or any judgment entered by any court in respect of any thereof, will be brought in any court of competent jurisdiction in the State of New York or the State of Delaware, and each of the Participant, the Company, and any transferees who hold a portion of the Option pursuant to a valid assignment, hereby submits to the exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding, or judgment. Each of the Participant, the Company, and any transferees who hold a portion of the Option pursuant to a valid assignment hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware or the State of New York, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum and (c) any right to a jury trial. If the Participant has received a copy of this Agreement (or the Plan or any other document related hereto or thereto) translated into a language other than English, such translated copy is qualified in its entirety by reference to the English version thereof, and in the event of any conflict the English version will govern. The Participant acknowledges that the Participant is sufficiently proficient in English to understand the terms and conditions of this Agreement.

15. Successors in Interest. Any successor to the Company will have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative will have the benefits of the Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement will be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.

16. Data Privacy Acknowledgement.

(a)General. The Participant hereby explicitly and unambiguously acknowledges and agrees to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Option grant materials by and among, as applicable, the Participant’s employer or contracting party (the “Employer”) and the Company for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, work location and phone number, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Participant’s participation in the Plan (“Personal Data”).

(b)Use of Personal Data; Retention. The Participant understands that Personal Data may be transferred to Fidelity Stock Plan Services or any other third parties assisting in the implementation, administration and management of the Plan, now or in the future, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Personal Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative.

(c)Withdrawal of Consent. The Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service with the Employer will not be affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Options or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

17.Restrictive Covenants. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group, that the Participant will be allowed access to confidential and proprietary information (including, but not limited to, trade secrets) about those businesses, as well as access to the prospective and actual customers, suppliers, investors, clients and partners involved in those businesses, and the goodwill associated with the Company Group. The Participant accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between the Participant and the Company Group.

18.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Option evidenced hereby, the Participant expressly acknowledges that (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be suspended or terminated by the Company at any time to the extent permitted by the Plan; (b) the grant of the Option is exceptional, voluntary and occasional and it does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (c) all determinations with respect to future option grants, if any, including the grant date, the number of Shares granted, the exercise price and the exercise date or dates, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary and not a condition of employment, and the Participant may decline to accept the Option without adverse consequences to the Participant’s continued employment relationship with the Company Group; (e) the value of the Option is an extraordinary item that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) Options and any Shares acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis and, for the avoidance of doubt, the Option will not constitute an “acquired right” under the applicable law of any jurisdiction; (g) if the underlying Shares do not increase in value, the Option will have no value; (h) if the Participant exercises the Option and acquires Shares, the value of such Shares may increase or decrease in value, even below the Exercise Price; and (i) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to Option proceeds in consequence of the termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract.

19. Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration and management of the Plan and any Options granted thereunder, including by sending award notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of Agreement by Participants and Option exercises by Participants.

20. Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.

21.Electronic Delivery and Acceptance. This Agreement may be executed electronically and in counterparts. The Company currently delivers documents related to the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line system established and maintained by the Company or a third party designated by the Company.

22.Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. The Participant’s rights under the Option will lapse ninety (90) days from the Date of Grant, and the Option will be forfeited on such date if the Participant will not have accepted this Agreement by such date. For the avoidance of doubt, the Participant’s failure to accept this Agreement will not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant.

23.No Advice Regarding Grant. Notwithstanding anything herein to the contrary, the Participant acknowledges and agrees that the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, or the Participant's acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

24.Appendices For Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States will be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix B and to any Country-Specific Terms and Conditions for the Participant's country attached hereto as Appendix C. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable Country-Specific Terms and Conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in the Country-Specific Terms and Conditions, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Terms and Conditions for Non-U.S. Participants and the Country-Specific Terms and Conditions constitute part of this Agreement.

25.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant's participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

26.Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement will not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.

[Signatures follow]

HILTON WORLDWIDE HOLDINGS INC.
By:	/s/ Christopher J. Nassetta
	Christopher J. Nassetta President and Chief Executive Officer
By:	/s/ Matthew Schuyler
	Matthew Schuyler
	Executive Vice President and Chief Human Resources Officer

Acknowledged and Agreed

as of the date first written above:

Participant ES

______________________________

Participant Signature

APPENDIX A

Restrictive Covenants

1. Non-Competition; Non-Solicitation.

(a)Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees as follows:

(i)(i)    During Participant’s employment with the Company Group (the “Employment Term”) and for a period that ends on the later of (A) the first anniversary of the Termination Date or (B) the last date any portion of the Award granted under this Agreement is eligible to vest if Participant ceases to be employed by the Company Group as a result of the Participant’s Retirement (such period, the “Restricted Period”), Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting in competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Participant (or Participant’s direct reports) had personal contact or dealings on behalf of any member of the Company Group during the one-year period preceding the Termination Date.

(ii)During the Restricted Period, Participant will not directly or indirectly:

(A)engage in the Business providing services in the nature of the services Participant provided to any member of the Company Group at any time in the one year prior to the Termination Date, for a Competitor;

(B)enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate in any manner to the Business;

(C)acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or

(D)intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.

(iii)Notwithstanding anything to the contrary in this Appendix A, Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 2% or more of any class of securities of such Person.

(iv)During the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:

(A)solicit or encourage any executive-level employee of the Restricted Group, with whom Participant has had material business contact during the Employment Term or, if no longer an employee, in the one year period prior to the Termination Date, to leave the employment of the Restricted Group to become affiliated in any respect with a Competitor or otherwise be engaged in the Business; or

(B)hire any executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business (1) who (x) was employed by the Restricted Group as of the Termination Date or (y) left the employment of the Restricted Group within one year after the Termination Date, and (2) with whom Participant had material business contact in the one year period prior to the Termination Date.

(v)For purposes of this Agreement:

(A)“Restricted Group” means, collectively, the Company and the other members of the Company Group and, to the extent engaged in the Business, its affiliates, provided, however, that for the purposes of this definition, an affiliate does not include any portfolio company of The Blackstone Group L.P. or its affiliates (other than the Company and its Subsidiaries).

(B)“Business” means the business of owning, operating, managing and/or franchising hotel and lodging properties.

(C)“Competitor” means (x) during the Employment Term and, for a period of six months following the Termination Date, any Person engaged in the Business and (y) during the remaining portion of the Restricted Period, any Person engaged in the Business, including Accor Company, AirBnB Inc., Best Western Company, Carlson Hospitality Company, Choice Hotels International, G6 Hospitality, Host Hotels & Resorts, Inc., Hyatt Hotels Corporation, Intercontinental Hotels Group, LQ Management LLC, Marriott International, Wyndham Worldwide Corporation, and Wynn Ltd.

(b)It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Section 1 to be reasonable, if a judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Appendix A is an unenforceable restriction against Participant, the provisions of this Appendix A will not be rendered void but will be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Appendix A is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding will not affect the enforceability of any of the other restrictions contained herein. Notwithstanding the foregoing, if Participant’s principal place of employment on the Date of Grant is located in Virginia, then this Section 1(b) of this Appendix A will not apply following the Termination Date to the extent any such provision is prohibited by applicable Virginia law.

(c)The period of time during which the provisions of this Section 1 will be in effect will be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

(d)Notwithstanding the foregoing, if Participant’s principal place of employment on the Date of Grant is located in California or any other jurisdiction where any provision of this Section 1 is prohibited by applicable law, then the provisions of this Section 1 will not apply following the Termination Date to the extent any such provision is prohibited by applicable law.

1. Confidentiality; Non-Disparagement; Intellectual Property; Protected Rights.

(a)Confidentiality.

(i)Participant will not at any time (whether during or after the Employment Term) (x) retain or use for the benefit, purposes or account of Participant or any other Person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any Person outside the Company Group (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of Participant’s duties during the Employment Term and pursuant to customary industry practice), any non-public, proprietary or confidential information (including, without limitation, trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approvals) concerning the past, current or future business, activities and operations of any member of the Company Group and/or any third party that has disclosed or provided any of same to any member of the Company Group on a confidential basis (“Confidential Information”) without the prior written authorization of the Board or its designee.

(ii)“Confidential Information” does not include any information that is (a) generally known to the industry or the public other than as a result of Participant’s breach of this covenant; (b) made legitimately available to Participant by a third party without breach of any confidentiality obligation of which Participant has knowledge; or (c) required by law to be disclosed; provided that, unless otherwise provided under applicable law, with respect to subsection (c) Participant is required to give prompt written notice to the Company of such requirement, disclose no more information than is so required, and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii)Upon termination of Participant’s employment with the Company Group for any reason, Participant agrees to (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by any member of the Company Group; and (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop or other computer, whether or not Company Group property) that contain Confidential Information, except that Participant may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information.

(b)Non-Disparagement. During the Employment Term and at all times thereafter (including following the Termination Date), Participant will not intentionally make any statement that criticizes, ridicules, disparages or is otherwise derogatory of any member of the Company Group, or any of their respective officers, directors, stockholders, employees or other service providers, or any product or service offered by any member of the Company Group; provided, however, that nothing contained in this Section 2(b) precludes Participant from providing truthful testimony in any legal proceeding, or making any truthful statement (i) to any governmental agency; (ii) as required or permitted by applicable law or regulation; (iii) as required by court order or other legal process; or (iv) after the Restricted Period, for any legitimate business reason.

(c)Intellectual Property.

(i)If Participant has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property, materials, documents or other work product (including without limitation, research, reports, software, databases, systems, applications, presentations, textual works, content, or audiovisual materials) (“Works”), either alone or with third parties, prior to the commencement of the Employment Term, that are relevant to or implicated by such employment (“Prior Works”), Participant hereby grants the Company a perpetual, non-exclusive, royalty-free, worldwide, assignable, sublicensable license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) therein for all purposes in connection with the Company Group’s current and future business.

(ii)If Participant creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time during the Employment Term and within the scope of such employment and with the use of any Company Group resources (“Company Works”), Participant will promptly and fully disclose such Company Works to the Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret, unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.

(iii)Participant will take all reasonably requested actions and execute all reasonably requested documents (including any licenses or assignments required by a government contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If the Company is unable for any other reason, after reasonable attempt, to secure Participant’s signature on any document for this purpose, then Participant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Participant’s agent and attorney in fact, to act for and in Participant’s behalf and stead to execute any documents and to do all other lawfully permitted acts required in connection with the foregoing.

(iv)Participant will not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with any member of the Company Group any confidential, proprietary or non-public information or intellectual property relating to a former employer or other third party without the prior written permission of such third party. Participant agrees to comply with all relevant policies and guidelines of the Company Group that are from time to time previously disclosed to Participant, including regarding the protection of Confidential Information and intellectual property and potential conflicts of interest. Participant acknowledges that any member of the Company Group may amend any such policies and guidelines from time to time, and that Participant remains at all times bound by their most current version from time to time previously disclosed to Participant.

(d)Protected Rights. Nothing contained in this Agreement limits Participant’s ability to (i) disclose any information to governmental agencies or commissions as may be required by law, or (ii) Participant’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law, or (iii) Participant’s right to receive an award from a Governmental Entity for information provided under any whistleblower program, without notice to the Company. This Agreement does not limit Participant’s right to seek and obtain a whistleblower award for providing information relating to a possible securities law violation to the Securities and Exchange Commission. The Participant will not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Participant files a lawsuit for retaliation by an employer for reporting a suspected violation of law the Participant may disclose the trade secret to the attorney of the Participant and use the trade secret information in the court proceeding, if the Participant files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. The Participant is not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure. Except as otherwise provided in this paragraph or under applicable law, under no circumstance is the Participant authorized to disclose any information covered by the Company’s or any other member of the Company Group’s attorney-client privilege or attorney work product or the Company’s or any other member of the Company Group’s trade secrets without the prior written consent of the Company.

The provisions of Section 2 hereof will survive the termination of Participant’s employment for any reason.

APPENDIX B

HILTON 2017 OMNIBUS INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Nonqualified Stock Option Agreement. For the avoidance of doubt, all provisions of the Agreement apply to Non-U.S. Participants except to the extent modified by this Appendix B or Appendix C.

1.Responsibility for Taxes. This provision supplements Section 6 of the Nonqualified Stock Option Agreement:

(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends and/or any other distributions; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by:

(i)withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer;

(ii)withholding from proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or

(iii)withholding in Shares to be issued upon exercise of the Option;

provided, however, that if the Participant is subject to Section 16 of the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.

(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Option that is exercised, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items

(d)The Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(e) Notwithstanding anything to the contrary in the Plan or in Section 6(b) of the Nonqualified Stock Option Agreement, if the Company is required by applicable law to use a particular definition of fair market value for purposes of calculating the taxable income for the Participant, the Company shall have the discretion to calculate any Shares to be withheld to cover any withholding obligation for Tax-Related Items by using either the price used to calculate the taxable income under applicable law or by using the closing price per Share on the New York Stock Exchange (or other principal exchange on which the Shares then trade) on the trading day immediately prior to the date of delivery of the Shares.

2.Nature of Grant. This provision supplements Sections 7 and 18 of the Nonqualified Stock Option Agreement:

In accepting the grant of the Option, the Participant acknowledges, understands and agrees that:

1.the Option grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with any member of the Company Group;

2.the Option and the Shares subject to the Option, and the income from and value of same, are not intended to replace any pension rights or compensation;

3.unless otherwise agreed with the Company, the Option and the Shares subject to the Option, and the income from and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of any member of the Company Group;

4.for purposes of the Option, the Termination Date shall be the date the Participant is no longer actively providing services to any member of the Company Group (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the Option under the Plan, if any, will terminate and the Participant’s right to exercise any vested Option, if any, will be measured as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any);

5.unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and

6.no member of the Company Group shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to the Participant pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.

3.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country, the broker’s country, or the country in which the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, which may affect his or her ability to, directly or indirectly, accept, acquire, sell, or attempt to sell or otherwise dispose of Shares, rights to Shares (e.g., Options), or rights linked to the value of Shares during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws and/or regulations in the applicable jurisdictions or the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing the inside information. Furthermore, the Participant may be prohibited from (i) disclosing the inside information to any third party, including fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.

4.Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls that may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country.  The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country.  The Participant also may be required to repatriate sale proceeds or other cash received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt.  The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.

5.Termination of Employment. This provision supplements Section 7 of the Nonqualified Stock Option Agreement:

Notwithstanding any provision of the Agreement, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Option when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of Section 7 regarding the treatment of the Option when the Participant terminates employment as a result of the Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 7 shall govern.

6.Compliance with Law. Notwithstanding any provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon exercise of the Option prior to the completion of any registration or qualification of the Shares under any U.S. or non-U.S. local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or any other governmental regulatory body, or prior to obtaining any approval or other clearance from any U.S. or non-U.S. local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Participant agrees that the Company shall have unilateral authority to amend the Agreement without the Participant’s consent, to the extent necessary to comply with securities or other laws applicable to the issuance of Shares.

APPENDIX C

HILTON 2017 OMNIBUS INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

COUNTRY-SPECIFIC TERMS AND CONDITIONS

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan, the Nonqualified Stock Option Agreement and the Terms and Conditions for Non-U.S. Participants.

Terms and Conditions

This Appendix C includes additional terms and conditions that govern the Option if the Participant resides and/or works in one of the countries listed below. If the Participant is a citizen or resident of a country (or is considered as such for local law purposes) other than the one in which the Participant is currently residing and/or working or if the Participant moves to another country after receiving the grant of the Option, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.

Notifications

This Appendix C also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix C as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the Option is exercised or the Participant sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

If the Participant is a citizen or resident of a country other than the one in which the Participant is currently residing and/or working (or if the Participant is considered as such for local law purposes) or if the Participant moves to another country after receiving the grant of the Option, the information contained herein may not be applicable to the Participant in the same manner.

INDIA

Terms and Conditions

Form of Payment for Options.  Due to legal restrictions in India, the Participant will not be permitted to pay the Exercise Price through the delivery of irrevocable instructions to a broker to sell some of the Shares obtained upon exercise of the Option and to deliver to the Company an amount out of the proceeds of such sale equal to the aggregate Exercise Price for the Shares being purchased.  The Participant may, however, pay the Exercise Price through the delivery of irrevocable instructions to a broker to sell all of the Shares obtained upon exercise of the Option and to deliver to the Company an amount out of the proceeds of such sale equal to the aggregate Exercise Price for the Shares being purchased. The Participant may also pay the Exercise Price in cash or its equivalent. The Company reserves the right to allow additional forms of payment depending on the development of local law.

Notifications

Exchange Control Information. The Participant understands that the Participant must repatriate any proceeds from the sale of Shares acquired under the Plan to India within a reasonable period of time (i.e., within 90 days of receipt and any cash dividends received in relation to the Shares must be repatriated within 180 days or as prescribed under applicable Indian exchange control laws, as may be amended from time to time). The Participant will receive a foreign inward remittance certificate (“FIRC”) from the bank where the Participant deposits the foreign currency. The Participant should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. It is the Participant’s responsibility to comply with applicable exchange control laws in India.

Foreign Asset/Account Reporting Information. The Participant is required to declare any foreign bank accounts for which the Participant has signing authority in the Participant’s annual tax return. It is the Participant’s responsibility to comply with applicable tax laws in India. The Participant should consult with the Participant’s personal tax advisor to ensure that the Participant is properly reporting the Participant’s foreign assets and bank accounts.

NETHERLANDS

There are no country-specific provisions.

SINGAPORE

Notifications

Securities Law Information. The grant of Option is being made to the Participant in reliance on the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that the Option is subject to section 257 of the SFA and the Participant should not make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Option, unless such sale or offer in Singapore is made: (1) after 6 months of the Date of Grant of the Option to the Participant; or (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Chief Executive Officer and Director Notification Obligation. The Chief Executive Officer (“CEO”), directors, associate directors or shadow directors of a Singapore member of the Company Group are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify such entity in writing within two business days of any of the following events: (i) the acquisition or disposal of an interest (e.g., Option granted under the Plan or Shares) in the Company or any member of the Company Group, (ii) any change in previously-disclosed interests (e.g., sale of Shares), of (iii) becoming the CEO, a director, associate director or shadow director of a member of the Company Group in Singapore, if the individual holds such an interest at that time.

UNITED ARAB EMIRATES

Notifications

Securities Law Information. Participation in the Plan is being offered only to Eligible Persons and is in the nature of providing equity incentives to Eligible Persons. Any documents related to participation in the Plan, including the Plan, the Agreement and any other grant documents (“Option Documents”), are intended for distribution only to such Eligible Persons and must not be delivered to, or relied on by, any other person. The United Arab Emirates securities or financial/economic authorities have no responsibility for reviewing or verifying any Option Documents and have not approved the Option Documents nor taken steps to verify the information set out in them, and thus, are not responsible for their content.

The securities to which this statement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. The Participant is aware that he or she should, as a prospective stockholder, conduct his or her own due diligence on the securities. The Participant acknowledges that if he or she does not understand the contents of the Option Documents, the Participant should consult an authorized financial advisor.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. This provision supplements Section 6 of the Nonqualified Stock Option Agreement and Section 1 of the Terms and Conditions for Non-U.S. Participants:

Without limitation to Section 6 of the Nonqualified Stock Option Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or the Employer or by Her Majesty's Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax–Related Items that they are required to pay or withhold on the Participant's behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).

Notwithstanding the foregoing, if the Participant is a director or executive officer (within the meaning of Section 13(k) of the Exchange Act), the Participant understands that he or she may not be able to indemnify the Company for the amount of any Tax-Related Items not collected from or paid by the Participant, in case the indemnification could be considered to be a loan. In this case, the Tax-Related Items not collected or paid may constitute a benefit to the Participant on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Participant understands that he or she will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company and/or the Employer (as appropriate) the amount of any NICs due on this additional benefit, which may also be recovered from the Participant by any of the means referred to in Section 6 of theNonqualified Stock Option Agreement or Section 1 of the Terms and Conditions for Non-U.S. Participants.

EX-12

Exhibit 12

HILTON WORLDWIDE HOLDINGS INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(in millions, except ratio amounts)

(unaudited)

	Three Months Ended
	March 31,
	2018			2017
Earnings:
Income before income taxes	$	221		$	66
Equity in earnings from unconsolidated affiliates	(1		)	(1		)
	220			65
Add:
Fixed charges	107			111
Distributed income of equity method investees	—			1
Earnings available for fixed charges	$	327		$	177
Fixed Charges:
Interest expense(1)	$	83		$	89
Estimated interest included in rent expense	24			22
Total Fixed Charges	$	107		$	111
Ratio of Earnings to Fixed Charges	3.1			1.6

____________

⁽¹⁾    Includes the amortization of debt discount and capitalized expenses related to indebtedness.

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Christopher J. Nassetta, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 of Hilton Worldwide Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:	/s/ Christopher J. Nassetta
	Christopher J. Nassetta
	President and Chief Executive Officer
	(Principal Executive Officer)
	April 26, 2018

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Kevin J. Jacobs, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 of Hilton Worldwide Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:	/s/ Kevin J. Jacobs
	Kevin J. Jacobs
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)
	April 26, 2018

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Hilton Worldwide Holdings Inc. (the "Company") for the fiscal quarter ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Christopher J. Nassetta, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Christopher J. Nassetta
	Christopher J. Nassetta
	President and Chief Executive Officer
	(Principal Executive Officer)

April 26, 2018

A signed original of this certification required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Hilton Worldwide Holdings Inc. (the "Company") for the fiscal quarter ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kevin J. Jacobs, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Kevin J. Jacobs
	Kevin J. Jacobs
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

April 26, 2018

A signed original of this certification required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

Document and Entity Information Document - shares	3 Months Ended
	Mar. 31, 2018	Apr. 19, 2018
Entity Information [Line Items]
Entity Registrant Name	Hilton Worldwide Holdings Inc.
Entity Central Index Key	0001585689
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Trading Symbol	hlt
Entity Common Stock, Shares Outstanding		300,416,906

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Current Assets:
Cash and cash equivalents	$ 610	$ 570
Restricted cash and cash equivalents	73	100
Accounts receivable, net of allowance for doubtful accounts	980	1,005
Prepaid expenses	161	127
Income taxes receivable	0	36
Other	184	169
Total current assets	2,008	2,007
Intangibles and Other Assets:
Goodwill	5,211	5,190
Brands	4,902	4,890
Management and franchise contracts, net	928	953
Other intangible assets, net	428	433
Property and equipment, net	358	353
Deferred income tax assets	111	111
Other	314	291
Total intangibles and other assets	12,252	12,221
Total assets	14,260	14,228
Current Liabilities:
Accounts payable, accrued expenses and other	1,344	1,416
Current portion of deferred revenues	342	366
Current maturities of long-term debt	47	46
Income taxes payable	63	12
Current portion of liability for guest loyalty program	692	622
Total current liabilities	2,488	2,462
Long-term debt	6,558	6,556
Deferred revenues	828	829
Deferred income tax liabilities	901	931
Liability for guest loyalty program	841	839
Other	897	920
Total liabilities	12,513	12,537
Commitments and contingencies - see Note 14
Equity:
Preferred Stock	0	0
Common stock	3	3
Treasury stock, at cost	(1,001)	(891)
Additional paid-in capital	10,288	10,298
Accumulated deficit	(6,868)	(6,981)
Accumulated other comprehensive loss	(680)	(741)
Total Hilton stockholders' equity	1,742	1,688
Noncontrolling interests	5	3
Total equity	1,747	1,691
Total liabilities and equity	$ 14,260	$ 14,228

XML

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Allowance for doubtful accounts	$ 32	$ 29
Variable interest entities - current assets	99	93
Variable interest entities - non-current assets	180	171
Variable interest entities - current liabilities	55	58
Variable interest entities - total liabilities	$ 278	$ 271
Preferred stock, par value (per share)	$ 0.01	$ 0.01
Preferred stock, authorized shares	3,000,000,000	3,000,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value (per share)	$ 0.01	$ 0.01
Common stock, authorized shares	10,000,000,000	10,000,000,000
Common stock, issued shares	331,864,584	331,054,014
Common stock, outstanding shares	316,904,646	317,420,933
Treasury stock, shares	14,959,938	13,633,081

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues
Franchise fees	$ 331	$ 282
Base and other management fees	77	81
Incentive management fees	55	49
Owned and leased hotels	334	296
Other revenues	23	37
Total revenues excluding reimburseable revenues	820	745
Other revenues from managed and franchised properties	1,254	1,151
Total revenues	2,074	1,896
Expenses
Owned and leased hotels	320	268
Depreciation and amortization	82	86
General and administrative	104	106
Other expenses	14	23
Total expenses excluding reimbursable expenses	520	483
Other expenses from managed and franchised properties	1,275	1,196
Total expenses	1,795	1,679
Operating income	279	217
Interest expense	(83)	(89)
Gain (loss) on foreign currency transactions	11	(4)
Loss on debt extinguishment	0	(60)
Other non-operating income, net	14	2
Income before income taxes	221	66
Income tax expense	(58)	(18)
Net income	163	48
Net income attributable to noncontrolling interests	(2)	(1)
Net income attributable to Hilton stockholders	$ 161	$ 47
Earnings per share, basic
Net income per share	$ 0.51	$ 0.14
Earnings per share, diluted
Net income per share	0.51	0.14
Cash dividends declared per share	$ 0.15	$ 0.15

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net income	$ 163	$ 48
Other comprehensive income (loss), net of tax:
Currency translation adjustment	32	20
Pension liability adjustment	1	1
Cash flow hedge adjustment	28	(2)
Total other comprehensive income	61	19
Comprehensive income	224	67
Comprehensive income attributable to noncontrolling interests	(2)	0
Comprehensive income attributable to Hilton stockholders	$ 222	$ 67

XML

Condensed Consolidated Statements of Comprehensive Income (Parentheticals) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Currency translation adjustment, tax	$ 1	$ 1
Pension liability adjustment, tax	0	(1)
Cash flow hedge adjustment, tax	$ (10)	$ 2

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating Activities:
Net income	$ 163	$ 48
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	82	86
Amortization of contract acquisition costs	7	3
Loss (gain) on foreign currency transactions	(11)	4
Loss on debt extinguishment	0	60
Share-based compensation	28	25
Deferred income taxes	(37)	(67)
Contract acquisition costs	(14)	(13)
Working capital changes and other	25	(96)
Net cash provided by operating activities	243	50
Investing Activities:
Capital expenditures for property and equipment	(10)	(9)
Capitalized software costs	(15)	(9)
Other	(1)	(19)
Net cash used in investing activities	(26)	(37)
Financing Activities:
Borrowings	0	1,823
Repayment of debt	(14)	(1,824)
Debt issuance costs and redemption premium	0	(66)
Dividends paid	(47)	(49)
Cash transferred in spin-offs of Park and HGV	0	(501)
Repurchases of common stock	(110)	(70)
Distributions to noncontrolling interests	0	(1)
Tax withholdings on share-based compensation	(40)	(28)
Net cash used in financing activities	(211)	(716)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	7	5
Net increase (decrease) in cash, restricted cash and cash equivalents	13	(698)
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	670	1,183
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	0	501
Cash, restricted cash and cash equivalents, beginning of period		1,684
Cash, restricted cash and cash equivalents, end of period	683	986
Supplemental Disclosures:
Interest	72	113
Income taxes, net of refunds	9	6
Non-cash spin-offs of Park and HGV (financing activities)	$ 0	$ 17

XML

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements for the three months ended March 31, 2018 and 2017 have been prepared in accordance with United States of America ("U.S.") generally accepted accounting principles ("GAAP") and are unaudited. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP. Although we believe the disclosures made are adequate to prevent the information presented from being misleading, these financial statements should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. Additionally, interim results are not necessarily indicative of full year performance. In our opinion, the accompanying condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All material intercompany transactions have been eliminated in consolidation.

On January 1, 2018, we adopted the requirements of Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") using the full retrospective approach as of January 1, 2016. All amounts and disclosures set forth in this Form 10-Q reflect the necessary adjustments required for the adoption of this standard, including the reclassification of prior year balances to conform to current year presentation. See "Summary of Significant Accounting Policies" below for additional information.

Summary of Significant Accounting Policies

Our significant accounting policies are detailed in Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. The significant accounting policies that changed as a result of the adoption of ASU 2014-09 are set forth below.

Revenue Recognition

Revenues are primarily derived from management and franchise contracts with third-party hotel and resort owners, as well as from our owned and leased hotels. The majority of our performance obligations are a series of distinct goods or services, for which we receive variable consideration through our management and franchise fees or fixed consideration through our owned and leased hotels. We allocate the variable fees to the distinct services to which they relate applying the prescribed variable consideration allocation guidance, and we allocate fixed consideration to the related performance obligations based on the present value of the allocated variable cash flows. We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less, which it is in substantially all cases. Additionally, we do not typically include extended payment terms in our contracts with customers.

Management and franchise revenues

We identified the following performance obligations in connection with our management and franchise contracts:

• Intellectual Property ("IP") licenses grant the right to access our hotel system IP, including brand IP, reservations systems and property management systems.

• Hotel management services include providing day-to-day management services of the hotels for the property owners.

• Development services include providing consultative services (e.g., design assistance and contractor selection) to the property owner to assist with the construction of the hotel prior to the hotel opening.

• Pre-opening services include providing services (e.g., advertising, budgeting, e-commerce strategies, food and beverage testing) to the property owner to assist in preparing for the hotel opening.

• Material rights for free or discounted goods or services to hotel guests are satisfied at the earlier point in time of either when the material right expires or the underlying free or discounted good or service is provided to the hotel guest.

Each of the identified performance obligations related to management and franchise revenues is considered to be a series of distinct services transferred over time. While the underlying activities may vary from day to day, the nature of the promises are the same each day, and the property owner can independently benefit from each day's services. Management and franchise fees are typically based on the sales or usage of the underlying hotel, with the exception of fixed upfront fees that usually represent an insignificant portion of the transaction price.

Franchise fees represent fees earned in connection with the licensing of one of our brands, usually under long-term contracts with the property owner, and include the following:

• Royalty fees are generally based on a percentage of a hotel's monthly gross room revenue and, in some cases, may also include a percentage of gross food and beverage revenues and other revenues, where applicable. These fees are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed.

• Application, initiation and other fees are charged when: (i) new hotels enter our system; (ii) there is a change of ownership; or (iii) contracts with properties already in our system are extended. These fees are typically fixed and collected upfront and are recognized as revenue over the term of the franchise contract. We do not consider this advance consideration to include a significant financing component, since it is used to protect us from the property owner failing to adequately complete some or all of its obligations under the contract.

• License fees are earned from: (i) a license agreement with HGV to use certain Hilton marks and IP in its timeshare business, which are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed; and (ii) co-brand credit card arrangements and are recognized as revenue when Hilton Honors points are issued, generally as spend on the co-branded credit card occurs; see further discussion below under "Hilton Honors."

Franchise fees are reduced by any consideration paid or anticipated to be paid to incentivize hotel owners to enter into franchise contracts.

Base management fees and incentive management fees represent fees earned from hotels that we manage, usually under long-term contracts with the property owner, and include the following:

• Base fees are generally based on a percentage of a hotel's monthly gross revenue. Base fees are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed.

• Incentive fees are generally based on a percentage of a hotel's operating profits and in some cases may be subject to a stated return threshold to the property owner, normally over a one-calendar year period (the "incentive period"). Incentive fee revenue is recognized on a monthly basis, but only to the extent the cumulative fee earned does not exceed the probable fee for the incentive period. Incentive fee payment terms vary, but they are generally billed and collected monthly or annually upon completion of the incentive period.

Base and other management fees are reduced by any consideration paid or anticipated to be paid to incentivize hotel owners to enter into management contracts.

Other revenues from managed and franchised properties represent amounts that are contractually reimbursed to us by property owners directly as costs are incurred or fees that are billed and collected in advance related to certain indirect costs and expenses of the related properties, and include the following:

• Direct reimbursements include payroll and related costs and certain other operating costs of the managed and franchised properties’ operations, which are contractually reimbursed to us by the property owners as expenses are incurred. Revenue is recognized based on the amount of expenses incurred by Hilton, which are presented as other expenses from managed and franchised properties in our consolidated statements of operations, that are then reimbursed by the property owner typically on a monthly basis, which results in no net effect on operating income (loss) or net income (loss).

• Indirect reimbursements include marketing expenses and other expenses associated with our brands and shared services, which are paid from fees collected by Hilton from the managed and franchised properties. Revenue is generally recognized as fees are billed, which are based on the underlying hotel's sales or usage (e.g., gross room revenues and number of reservations processed). System implementation fees charged to property owners are deferred and recognized as revenue over the term of the management or franchise contract. The corresponding expenses are expensed as incurred and are presented as other expenses from managed and franchised properties in our consolidated statements of operations and are expected to equal the revenues earned from indirect reimbursements over time.

The management and franchise fees and reimbursements from third-party hotel owners are allocated to the performance obligations and the distinct services to which they relate using their estimated standalone selling prices. The terms of the fees earned under the contract relate to a specific outcome of providing the services (e.g., hotel room sales) or to Hilton's efforts (e.g., costs) to satisfy the performance obligations. We use time as the measure of progress to recognize as revenue the fees that are allocated to the period earned per the contract or to the period when the reimbursable costs are incurred.

Owned and leased hotel revenues

We identified the following performance obligations in connection with our owned and leased hotel revenues, for which revenue is recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services:

• Cancellable room reservations or ancillary services are typically satisfied as the good or service is transferred to the hotel guest, which is generally when the room stay occurs.

• Noncancellable room reservations and banquet or conference reservations represent a series of distinct goods or services provided over time satisfied as each distinct good or service is provided, which is reflected by the duration of the room reservation.

• Material rights for free or discounted goods or services are satisfied at the earlier point in time when the material right expires or the underlying free or discounted good or service is provided to the hotel guest.

• Other ancillary goods and services are purchased independently of the room reservation at standalone selling prices and are considered separate performance obligations, which are satisfied when the related good or service is provided to the hotel guest.

• Components of package reservations for which each component could be sold separately to other hotel guests are considered separate performance obligations and are satisfied as set forth above.

Owned and leased hotel revenues primarily consist of hotel room rentals, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and other ancillary goods and services (e.g., parking) related to owned, leased and consolidated non-wholly owned hotel properties. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. Owned and leased hotel revenues are reduced upon issuance of points for our guest loyalty program, Hilton Honors, for Hilton Honors members' paid stay transactions and are recognized when Hilton Honors points are redeemed for a free stay at an owned or leased hotel (see "Hilton Honors" section below for additional information).

Although the transaction prices of room rentals, goods and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component. On occasion, the hotel may also provide the customer with a material right to a free or discounted good or service in conjunction with a room reservation or banquet contract (e.g., free breakfast and free room night for every four nights booked). These material rights are considered separate performance obligations to which a portion of the transaction price is allocated based on the estimated standalone selling prices of the good or service, adjusted for the likelihood the hotel guest will exercise the right.

Other revenues

Other revenues include revenues generated by the incidental support of hotel operations for owned, leased, managed and franchised hotels, including purchasing operations, and other operating income. Purchasing revenues include any amounts received for vendor rebate arrangements that we participate in as a manager of hotel properties.

Taxes and fees collected on behalf of governmental agencies

We are required to collect certain taxes and fees from customers on behalf of governmental agencies and remit these back to the applicable governmental agencies on a periodic basis. We have a legal obligation to act as a collection agent. We do not retain these taxes and fees and, therefore, they are not included in our measurement of transaction prices. We have elected to present revenue net of sales taxes and other similar taxes. We record a liability when the amounts are collected and relieve the liability when payments are made to the applicable taxing authority or other appropriate governmental agency.

Contract Assets

Contract assets relate to incentive management fees for which the period of service has passed, but for which our right to consideration is conditional upon completing the requirements of the incentive fee period. Contract assets are included in other current assets in our consolidated balance sheets and are transferred to accounts receivable when our right to consideration becomes unconditional.

Contract Liabilities

Contract liabilities relate to: (i) advance consideration received from hotel owners at contract inception for services considered to be part of the contract performance obligations, such as management or franchise contract application, initiation, renewal and other fees; (ii) advance consideration received for certain indirect reimbursements, such as system implementation fees; and (iii) amounts received when points are issued under Hilton Honors, but for which revenue is not yet recognized, since the related points are not yet redeemed. Contract liabilities related to advance consideration received for fees, excluding Hilton Honors, and certain indirect reimbursements are recognized as revenue over the term of the related contract. Contract liabilities related to amounts received for Hilton Honors are recognized as revenue at the point in time when the points are redeemed for a free good or service by the Hilton Honors member, which typically occurs within two years of points issuance. Contract liabilities are included in deferred revenues in our consolidated balance sheets.

Intangible Assets with Finite Useful Lives

We have certain finite lived intangible assets that were initially recorded at their fair value in connection with the October 24, 2007 transaction whereby we became a wholly owned subsidiary of an affiliate of The Blackstone Group L.P. (the "Merger"). These intangible assets consist of management contracts, franchise contracts, leases, certain proprietary technologies and our Hilton Honors guest loyalty program. Additionally, we capitalize cash consideration paid to incentivize hotel owners to enter into management and franchise contracts as contract acquisition costs, as well as the incremental costs to obtain or fulfill the contracts as development commissions, which are generally fixed. We also capitalize as finite lived intangible assets costs incurred to develop internal-use computer software and costs to acquire software licenses, as well as internal and external costs incurred in connection with development of upgrades or enhancements that result in additional information technology functionality.

Intangible assets with finite useful lives are amortized using the straight-line method over their respective estimated useful lives, which for contract acquisition costs and development commissions is the contract term, including any renewal periods at our sole option. These estimated useful lives are generally as follows: management contracts recorded at the Merger (13 to 16 years); management contract acquisition costs and development commissions (20 to 30 years); franchise contracts recorded at the Merger (12 to 13 years); franchise contract acquisition costs and development commissions (10 to 20 years); leases (12 to 35 years); Hilton Honors (16 years); and capitalized software development costs (3 years).The amortization of our intangible assets, excluding contract acquisition costs, is included in depreciation and amortization expense, and the amortization of contract acquisition costs is recognized as a reduction to franchise fees and base and other management fees (based on the contract type) in our consolidated statements of operations. Costs incurred prior to the acquisition of a contract (e.g., external legal costs) are expensed as incurred and included in general and administrative expenses in our consolidated statements of operations. Cash flows for contract acquisition costs and development commissions are included as operating activities in our consolidated statements of cash flows.

We review all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations.

Hilton Honors

Hilton Honors is our guest loyalty and marketing program provided to hotel and resort properties. Nearly all of our owned, leased, managed and franchised properties participate in the Hilton Honors program. Hilton Honors members earn points based on their spending at our participating properties and through participation in affiliated partner programs. When points are earned by Hilton Honors members, they are provided with a material right to free or discounted goods or services in the future upon accumulation of the required level of Hilton Honors points. Points may be redeemed for the right to stay at participating properties, as well as for other goods and services from third parties, including, but not limited to, airlines, car rentals, cruises, vacation packages, shopping and dining. As the points are issued to a Hilton Honors member, the property or affiliated partner pays Hilton Honors based on an estimated cost per point for the costs of operating the program, which include marketing, promotion, communication and administrative expenses, as well as the estimated cost of award redemptions.

We record liabilities for the payments received from participating hotels and program partners, which are typically due when the points are issued to a Hilton Honors member. Amounts equal to the estimated cost per point of the future redemption obligation are included in the liability for guest loyalty program and any amounts received in excess of the estimated cost per point are included in deferred revenues in our consolidated balance sheets. We engage outside actuaries to assist in determining the fair value of the future redemption obligation using statistical formulas that project future point redemptions based on factors that include historical experience, an estimate of points that will eventually be redeemed, which includes an estimate of "breakage" for points that will never be redeemed, and the cost of reimbursing properties and other third parties in respect to other redemption opportunities available to members. When points are issued as a result of a stay at our owned or leased hotel, we recognize a reduction in owned and leased hotel revenues, since we are also the guest loyalty program sponsor. For the Hilton Honors fees that are charged to the participating properties, we allocate the fees to the material right created by Hilton Honors points issued using the variable consideration allocation guidance, since the fees are directly related to the issuance of Hilton Honors points to the Hilton Honors member and Hilton's efforts to satisfy the future redemption of those Hilton Honors points.

The transaction prices for the Hilton Honors points are reduced by the expected payments to the third parties that will provide the free or discounted room or service using the actuarial projection of the cost per point. The remaining transaction price is then further allocated to the points that are expected to be redeemed, adjusting the points that are issued for estimated breakage, and recognized when those points are redeemed. While the points are outstanding, both the estimate of the expected payments to third parties (cost per point) and the estimated breakage are reevaluated, and the amount of revenue recognized when each point is redeemed is adjusted so that the final amount allocated to the material right is reflective of the amount retained for providing all of the free or discounted goods and services, net of the payments to third parties and points not redeemed.

We also earn license fees from co-brand credit card arrangements (see "Management and franchise revenues" within the "Revenue Recognition" section above). The co-brand license fee is allocated between two performance obligations based on their estimated standalone selling prices: (i) an IP license using the relief-from-royalty method; and (ii) material rights for free or discounted goods or services to the credit card customers using a cost plus method based on an evaluation of other third-party administrators.

We satisfy our performance obligation related to points issued under the Hilton Honors guest loyalty program at a point in time when points are redeemed for a free good or service by the Hilton Honors member, and we satisfy our remaining performance obligations over time as the customer simultaneously receives and consumes the benefits of the goods or services provided. Hilton Honors reimburses participating properties when points are redeemed by members at the respective properties, at which time the redemption obligation is reduced and the related deferred revenue is recognized in other revenues from managed and franchised properties in our consolidated statements of operations. Additionally, when Hilton Honors members redeem award certificates at our owned and leased hotels, we recognize room revenue, included in owned and leased hotels revenue in our consolidated statements of operations.

Recently Issued Accounting Pronouncements

Adopted Accounting Standards

In March 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-07 ("ASU 2017-07"), Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires employers to report the service cost component of net periodic pension cost in the same line item or items of the statement of operations as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic pension cost must be presented separately from the service cost component and outside of a subtotal of income (loss) from operations. We adopted ASU 2017-07 on January 1, 2018 on a retrospective basis in our condensed consolidated statements of operations, which includes presenting: (i) the service cost component of net periodic pension cost in owned and leased hotel expenses and general and administrative expenses; and (ii) the other components of net periodic pension cost in other non-operating income (loss), net in our condensed consolidated statements of operations. Prior to adoption, all net periodic pension costs were presented in owned and leased hotel expenses and general and administrative expenses. We have applied the practical expedient permitting us to use the amounts disclosed in our Employee Benefits Plans note in our Annual Report on Form 10-K for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. See the "Prior Period Financial Information" below for the effect of the adoption of ASU 2017-07 on our condensed consolidated statement of operations for the three months ended March 31, 2017.

In May 2014, the FASB issued ASU 2014-09. This ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605) and requires entities to recognize revenue when a customer obtains control of promised goods or services and in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Subsequent to ASU 2014-09, the FASB issued several related ASUs to clarify the application of the new revenue recognition standard, collectively referred to herein as ASU 2014-09. We adopted the requirements of ASU 2014-09 on January 1, 2018 using the full retrospective approach, as permitted by the standard, resulting in a cumulative adjustment to accumulated deficit of $212 million as of January 1, 2016.

The provisions of ASU 2014-09 affected our revenue recognition as follows:

• Application, initiation and other fees are recognized over the term of the franchise contract, rather than upon execution of the contract and the unamortized portion of these fees is included in deferred revenues in our condensed consolidated balance sheets.

• Certain contract acquisition costs related to our management and franchise contracts are recognized over the term of the contracts as a reduction to revenue, instead of as amortization expense. This change does not affect net income (loss).

• Incentive management fees are recognized to the extent that it is probable that a significant reversal will not occur as a result of future hotel profits or cash flows, as opposed to recognizing amounts that would be due if the management contract was terminated at the end of the reporting period. This change does not affect net income (loss) for any full year period.

• Revenue related to our Hilton Honors guest loyalty program is recognized upon point redemption, net of any reward reimbursement paid to a third party, as opposed to recognized on a gross basis at the time points are issued in conjunction with the accrual of the expected future cost of the reward reimbursement. Additionally, points issued at owned and leased hotels are accounted for as a reduction of revenue from owned and leased hotels, as opposed to expenses of owned and leased hotels. Fees received in excess of the estimated liability for guest loyalty program are included in deferred revenues in our condensed consolidated balance sheets.

• Reimbursable fees related to our management and franchise contracts are recognized as they are billed, as opposed to when we incur the related expenses. Timing differences related to the receipt and spend of these fees will no longer be recorded in other assets and other liabilities in our condensed consolidated balance sheets.

We have not retrospectively restated for management and franchise contracts modified before January 1, 2016 for the contract modifications. Instead, we have reflected the aggregate effect of all contract modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price. The estimated effect of applying this practical expedient is to use a longer period over which to straight line any fixed consideration either received from the customer or paid to the customer, since all fees will be amortized over the full contract term beginning on the date of initial execution, rather than amortizing fees received upon contract modifications prospectively from the contract modification date. We do not anticipate that this effect is material given the insignificance of the fixed consideration compared to the overall consideration we expect to earn over the term of the contract. See the "Prior Period Financial Information" below for the effect of the adoption of ASU 2014-09 on our condensed consolidated balance sheet as of December 31, 2017 and our condensed consolidated statement of operations for the three months ended March 31, 2017.

Prior Period Financial Information

The following table presents the effect of the adoption of ASU 2014-09 for the line items affected on our condensed consolidated balance sheet:

	December 31, 2017
	As Previously Reported			Adoption of ASU 2014-09			As Adjusted
	(in millions)
ASSETS
Accounts receivable, net	$	998		$	7		$	1,005
Prepaid expenses	111			16			127
Other current assets	171			(2		)	169
Management and franchise contracts, net	909			44			953
Deferred income tax assets	113			(2		)	111
Other non-current assets	434			(143		)	291
TOTAL ASSETS	14,308			(80		)	14,228
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, accrued expenses and other(1)(2)	1,487			(71		)	1,416
Current portion of deferred revenues(1)	41			325			366
Deferred revenues	97			732			829
Deferred income tax liabilities	1,063			(132		)	931
Other non-current liabilities	1,470			(550		)	920
Total liabilities	12,233			304			12,537
Equity:
Accumulated deficit	(6,596		)	(385		)	(6,981		)
Accumulated other comprehensive loss	(742		)	1			(741		)
Total equity	2,075			(384		)	1,691
TOTAL LIABILITIES AND EQUITY	14,308			(80		)	14,228

____________

⁽¹⁾  The current portion of deferred revenues has been separated from accounts payable, accrued expenses and other in the "As Previously Reported" column following the adoption of ASU 2014-09.

⁽²⁾  The current portion of liability for guest loyalty program has been separated from accounts payable, accrued expenses and other to conform with current presentation. The balance was $622 million as of December 31, 2017 and did not change as a result of the adoption of ASU 2014-09.

The following table presents the effect of the adoption of ASU 2014-09 and ASU 2017-07 on our condensed consolidated statement of operations:

	Three Months Ended March 31, 2017
	As Previously Reported			Adoption of ASU 2014-09			Adoption of ASU 2017-07			As Adjusted
	(in millions)
Revenues
Franchise fees	$	294		$	(12	)	$	—		$	282
Base and other management fees	83			(2		)	—			81
Incentive management fees	52			(3		)	—			49
Owned and leased hotels	300			(4		)	—			296
Other revenues	37			—			—			37
	766			(21		)	—			745
Other revenues from managed and franchised properties	1,395			(244		)	—			1,151
Total revenues	2,161			(265		)	—			1,896
Expenses
Owned and leased hotels	272			(4		)	—			268
Depreciation and amortization	89			(3		)	—			86
General and administrative	105			—			1			106
Other expenses	23			—			—			23
	489			(7		)	1			483
Other expenses from managed and franchised properties	1,395			(199		)	—			1,196
Total expenses	1,884			(206		)	1			1,679
Operating income	277			(59		)	(1		)	217
Interest expense	(104		)	15			—			(89		)
Loss on foreign currency transactions	(4		)	—			—			(4		)
Loss on debt extinguishment	(60		)	—			—			(60		)
Other non-operating income, net	1			—			1			2
Income before income taxes	110			(44		)	—			66
Income tax expense	(35		)	17			—			(18		)
Net income	75			(27		)	—			48
Net income attributable to noncontrolling interests	(1		)	—			—			(1		)
Net income attributable to Hilton stockholders	$	74		$	(27	)	$	—		$	47
Earnings per share:
Basic	$	0.22								$	0.14
Diluted	$	0.22								$	0.14

Accounting Standards Not Yet Adopted

In February 2018, the FASB issued ASU No. 2018-02 ("ASU 2018-02"), Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects that do not reflect the appropriate tax rates as a result of the Tax Cuts and Jobs Act of 2017 (the "TCJ Act"). The provisions of ASU 2018-02 are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years and should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax rate in the TCJ Act is recognized. Early adoption is permitted. We are currently evaluating the effect that ASU 2018-02 will have on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02 ("ASU 2016-02"), Leases (Topic 842), which supersedes existing guidance on accounting for leases in Leases (Topic 840) and generally requires all leases, including operating leases, to be recognized in the statement of financial position as right-of-use assets and lease liabilities by lessees. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach and are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. We intend to adopt the standard on January 1, 2019 and apply the package of practical expedients available to us upon adoption. We are continuing to evaluate the effect that this ASU will have on our consolidated financial statements, but we expect this ASU to have a material effect on our consolidated balance sheet.

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Organization

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization

Organization

Organization

Hilton Worldwide Holdings Inc. (the "Parent," or together with its subsidiaries, "Hilton," "we," "us," "our" or the "Company"), a Delaware corporation, is one of the largest hospitality companies in the world and is engaged in managing, franchising, owning and leasing hotels and resorts, including timeshare properties. As of March 31, 2018, we managed, franchised, owned or leased 5,339 hotels and resorts, totaling 863,241 rooms in 106 countries and territories.

As of March 31, 2018, HNA Tourism Group Co., Ltd. and certain of its affiliates (together, "HNA") beneficially owned approximately 26 percent of our common stock. In April 2018, HNA sold its entire ownership interest in Hilton's common stock. See Note 16: "Subsequent Events" for additional information.

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

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Revenues from Contracts with Customers

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer

Revenues from Contracts with Customers

Contract Liabilities

The following table summarizes the activity of our contract liabilities, which are classified as a component of current and long-term deferred revenues, during the three months ended March 31, 2018:

	(in millions)
Balance as of December 31, 2017	$	1,087
Cash received in advance and not recognized as revenue	115
Revenue recognized	(60		)
Other(1)	(53		)
Balance as of March 31, 2018	$	1,089

____________

⁽¹⁾  Represents the reclassification from deferred revenues to the current portion of liability for guest loyalty program in our condensed consolidated balance sheet. The reclassification is the result of changes in estimated transaction prices for our performance obligations related to points issued under Hilton Honors due to a change in our expected costs to the third parties providing the good or service associated with the Hilton Honors points.

Performance Obligations

Estimated revenues expected to be recognized related to performance obligations that were unsatisfied as of March 31, 2018, including revenues related to application, initiation and other fees and excluding revenues related to Hilton Honors, royalty fees, base management fees and incentive management fees, were as follows:

Year	(in millions)
2018 (remaining)	$	32
2019	43
2020	47
2021	52
2022	57
Thereafter	323
	$	554

As of March 31, 2018, we had $535 million of deferred revenues related to unsatisfied performance obligations under Hilton Honors, which are not included in the table above. Revenue will be recognized as the points are redeemed, which is expected to occur over the next two years.

We did not estimate revenues expected to be recognized related to our unsatisfied performance obligations for our: (i) royalty fees since they are considered sales-based royalty fees recognized as hotel room sales occur in exchange for licenses of our brand names over the terms of the franchise contracts; and (ii) base management fees and incentive management fees since they are allocated entirely to the wholly unsatisfied promise to transfer management services, which form part of a single performance obligation in a series, over the term of the management contract. Therefore, there are no amounts included in the table above related to these revenues.

As part of the adoption of ASU 2014-09, we elected not to disclose the amount of the transaction price allocated to the same remaining performance obligations, disclosed above, as of December 31, 2017 or provide an explanation of when we expect to recognize that amount as revenue.

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Consolidated Variable Interest Entities

3 Months Ended

Mar. 31, 2018

Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract]

Consolidated Variable Interest Entities

Consolidated Variable Interest Entities

As of March 31, 2018 and December 31, 2017, we consolidated three variable interest entities ("VIEs"): two entities that lease hotel properties and one management company. We are the primary beneficiaries of these consolidated VIEs as we have the power to direct the activities that most significantly affect their economic performance. Additionally, we have the obligation to absorb their losses and the right to receive benefits that could be significant to them. The assets of our consolidated VIEs are only available to settle the obligations of the respective entities. Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily comprised the following:

	March 31,		December 31,
	2018		2017
	(in millions)
Cash and cash equivalents	$	78	$	73
Accounts receivable, net	15		16
Property and equipment, net	59		57
Deferred income tax assets	60		56
Other non-current assets	61		57
Accounts payable, accrued expenses and other	39		43
Long-term debt(1)	222		212

____________

⁽¹⁾  Includes capital lease obligations of $199 million and $191 million as of March 31, 2018 and December 31, 2017, respectively.

During the three months ended March 31,2018 and 2017, we did not provide any financial or other support to any VIEs that we were not previously contractually required to provide, nor do we intend to provide such support in the future.

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Amortizing Intangible Assets

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Amortizing Intangible Assets

Amortizing Intangible Assets

Amortizing intangible assets were as follows:

	March 31, 2018
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
	(in millions)
Management and franchise contracts:
Management and franchise contracts recorded at Merger(1)	$	2,247	$	(1,761	)	$	486
Contract acquisition costs	436		(81		)	355
Development commissions	100		(13		)	87
	$	2,783	$	(1,855	)	$	928
Other amortizing intangible assets:
Leases(1)	$	310	$	(162	)	$	148
Capitalized software	596		(440		)	156
Hilton Honors(1)	343		(223		)	120
Other	38		(34		)	4
	$	1,287	$	(859	)	$	428

	December 31, 2017
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
	(in millions)
Management and franchise contracts:
Management and franchise contracts recorded at Merger(1)	$	2,242	$	(1,716	)	$	526
Contract acquisition costs	416		(74		)	342
Development commissions	97		(12		)	85
	$	2,755	$	(1,802	)	$	953
Other amortizing intangible assets:
Leases(1)	$	301	$	(153	)	$	148
Capitalized software	585		(428		)	157
Hilton Honors(1)	341		(217		)	124
Other	38		(34		)	4
	$	1,265	$	(832	)	$	433

____________

⁽¹⁾  Represents intangible assets that were initially recorded at their fair value at the time of the Merger.

Amortization of our amortizing intangible assets included in depreciation and amortization expense in our condensed consolidated statements of operations was $69 million and $70 million for the three months ended March 31, 2018 and 2017, respectively, including $1 million of amortization expense on our development commissions in each period. Amortization of our contract acquisition costs recognized as a reduction in franchise fee and base and other management fee revenues was $7 million and $3 million for the three months ended March 31, 2018 and 2017, respectively.

We estimated future amortization for our amortizing intangible assets as of March 31, 2018 to be as follows:

	Recognized in Depreciation and Amortization Expense		Recognized as a Reduction of Franchise Fee and Base and Other Management Fee Revenues
Year	(in millions)
2018 (remaining)	$	205	$	16
2019	261		22
2020	210		22
2021	71		21
2022	61		21
Thereafter	193		253
	$	1,001	$	355

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Debt

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Debt

Debt

Long-term Debt

Long-term debt balances, including obligations for capital leases, and associated interest rates as of March 31, 2018, were as follows:

	March 31,			December 31,
	2018			2017
	(in millions)
Senior notes with a rate of 4.250%, due 2024	1,000			1,000
Senior notes with a rate of 4.625%, due 2025	900			900
Senior notes with a rate of 4.875%, due 2027	600			600
Senior secured term loan facility with a rate of 3.87%, due 2023	3,919			3,929
Capital lease obligations with an average rate of 6.33%, due 2021 to 2030	241			233
Other debt with an average rate of 2.65%, due 2018 to 2026	23			21
	6,683			6,683
Less: unamortized deferred financing costs and discount	(78		)	(81		)
Less: current maturities of long-term debt(1)	(47		)	(46		)
	$	6,558		$	6,556

____________

⁽¹⁾  Net of unamortized deferred financing costs and discount attributable to current maturities of long-term debt.

Senior Notes

In April 2018, we issued $1.5 billion aggregate principal amount of senior notes, see Note 16: "Subsequent Events" for additional information.

In March 2017, we issued $900 million aggregate principal amount of 4.625% Senior Notes due 2025 (the "2025 Senior Notes") and $600 million aggregate principal amount of 4.875% Senior Notes due 2027 (the "2027 Senior Notes"), and incurred $21 million of debt issuance costs. We used the net proceeds of the 2025 Senior Notes and the 2027 Senior Notes, along with available cash, to redeem in full our $1.5 billion5.625% Senior Notes due 2021 (the "2021 Senior Notes"), plus accrued and unpaid interest. In connection with the repayment, we paid a redemption premium of $42 million and accelerated the recognition of $18 million of unamortized debt issuance costs, which were included in loss on debt extinguishment in our condensed consolidated statement of operations for the three months ended March 31, 2017.

The 4.250% Senior Notes due 2024 (the "2024 Senior Notes"), the 2025 Senior Notes and the 2027 Senior Notes are guaranteed on a senior unsecured basis by the Parent and certain of its wholly owned subsidiaries. See Note 15: "Condensed Consolidating Guarantor Financial Information" for additional details.

Senior Secured Credit Facility

Our senior secured credit facility consists of a $1.0 billion senior secured revolving credit facility (the "Revolving Credit Facility") and a senior secured term loan facility (the "Term Loans"). The obligations of our senior secured credit facility are unconditionally and irrevocably guaranteed by the Parent and substantially all of its direct and indirect wholly owned domestic subsidiaries.

As of March 31, 2018, we had $64 million of letters of credit outstanding under our Revolving Credit Facility and a borrowing capacity of $936 million.

In April 2018, we repaid approximately $500 million of our Term Loans and reduced the interest rate 25 basis points to LIBOR plus 175 basis points. See Note 16: "Subsequent Events" for additional information.

Debt Maturities

The contractual maturities of our long-term debt as of March 31, 2018 were as follows:

Year	(in millions)
2018 (remaining)	$	41
2019	56
2020	58
2021	59
2022	59
Thereafter	6,410
	$	6,683

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Derivative Instruments and Hedging Activities

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

Cash Flow Hedges

In May 2017, we began hedging foreign exchange-based cash flow variability in certain of our foreign currency denominated management and franchise fees using forward contracts (the "Fee Forward Contracts"). We elected to designate these Fee Forward Contracts as cash flow hedges for accounting purposes. As of March 31, 2018, the Fee Forward Contracts had an aggregate notional amount of $68 million and maturities of 24 months or less.

As of March 31, 2018, we held two interest rate swap agreements with notional amounts of $1.6 billion and $750 million, which swap one-month LIBOR on the Term Loans to fixed rates of 1.98 percent and 2.02 percent, respectively, and expire in March 2022. We elected to designate these interest rate swaps as cash flow hedges for accounting purposes.

Non-designated Hedges

As of March 31, 2018, we held short-term forward contracts with an aggregate notional amount of $336 million to offset exposure to fluctuations in certain of our foreign currency denominated cash balances. We elected not to designate these forward contracts as hedging instruments. Depending on the fair value of each contract, we classify it as an asset or liability.

Fair Value of Derivative Instruments

We measure our derivative instruments at fair value, which is estimated using a discounted cash flow analysis, and we consider the inputs used to measure the fair value as Level 2 within the fair value hierarchy. The discounted cash flow analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs of similar instruments, including interest rate curves and spot and forward rates, as applicable, as well as option volatility. The fair values of our derivative instruments in our condensed consolidated balance sheets were as follows:

		March 31,		December 31,
	Balance Sheet Classification	2018		2017
		(in millions)
Cash Flow Hedges:
Interest rate swaps	Other non-current assets	$	47	$	11
Forward contracts	Accounts payable, accrued expenses and other	1		1
Non-designated Hedges:
Forward contracts	Other current assets	1		4
Forward contracts	Accounts payable, accrued expenses and other	2		1

Earnings Effect of Derivative Instruments

The gains and losses recognized in our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income before any effect for income taxes were as follows: 

		Three Months Ended
		March 31,
	Classification of Gain (Loss) Recognized	2018			2017
		(in millions)
Cash Flow Hedges(1)(2):
Interest rate swaps	Other comprehensive income	$	34		$	(9	)
Interest rate swaps	Interest expense	(2		)	(2		)
Forward contracts	Other comprehensive income	(1		)	N/A
Non-designated Hedges:
Interest rate swaps	Other non-operating income, net	N/A			2
Interest rate swaps(3)	Interest expense	(3		)	(3		)
Forward contracts	Gain (loss) on foreign currency transactions	1			1

____________

⁽¹⁾  There were no amounts recognized in earnings related to hedge ineffectiveness or amounts excluded from hedge effectiveness testing during the three months ended March 31, 2018 and 2017.

⁽²⁾  The earnings effect of the Fee Forward Contracts on fee revenues for the three months ended March 31, 2018 was less than $1 million.

⁽³⁾  These amounts are related to the dedesignation of interest rate swaps in 2016 that no longer met the criteria for hedge accounting and were settled in 2017. The amounts were reclassified from accumulated other comprehensive loss as the underlying transactions occurred.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

We did not elect the fair value measurement option for any of our financial assets or liabilities. The fair values of certain financial instruments and the hierarchy level we used to estimate the fair values are shown below, see Note 7: "Derivative Instruments and Hedging Activities" for the fair value information of our derivatives:

	March 31, 2018
			Hierarchy Level
	Carrying Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	237	$	—	$	237	$	—
Restricted cash equivalents	12		—		12		—
Liabilities:
Long-term debt(1)	6,341		2,471		—		3,951

	December 31, 2017
			Hierarchy Level
	Carrying Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	284	$	—	$	284	$	—
Restricted cash equivalents	12		—		12		—
Liabilities:
Long-term debt(1)	6,348		2,575		—		3,954

____________

⁽¹⁾ The carrying values include unamortized deferred financing costs and discount. The carrying values and fair values exclude capital lease obligations and other debt.

The fair values of financial instruments not included in these tables are estimated to be equal to their carrying values as of March 31, 2018 and December 31, 2017. Our estimates of the fair values were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop the estimated fair values.

Cash equivalents and restricted cash equivalents primarily consisted of short-term interest-bearing money market funds with maturities of less than 90 days and time deposits. The estimated fair values were based on available market pricing information of similar financial instruments.

The estimated fair values of our Level 1 long-term debt were based on prices in active debt markets. The estimated fair values of our Level 3 long-term debt were based on indicative quotes received for similar issuances.

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Income Taxes

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income taxes

Income Taxes

On December 22, 2017, the TCJ Act, which permanently reduces the federal corporate income tax rate from a graduated 35 percent to a flat 21 percent rate and imposes a one-time transition tax on earnings of foreign subsidiaries that were previously deferred, was signed into law. As of March 31, 2018, we had not completed our accounting for the tax effects of enactment of the TCJ Act; however, where possible, as described below, we made a reasonable estimate of the effects on our existing deferred tax balances and the one-time transition tax. In other cases, we were not able to make a reasonable estimate and continued to account for those items based on the provisions of the tax laws that were in effect immediately prior to enactment. For the items for which were able to determine a reasonable estimate, we recognized a provisional benefit at December 31, 2017 of $665 million, of which $517 million was the result of the remeasurement of U.S. deferred tax assets and other tax liabilities. The provisional benefit of $517 million recorded at December 31, 2017 on our existing deferred tax balances excludes the income tax impact of the adoption of ASU 2014-09. Other than the effects of the adoption of ASU 2014-09 on our balance sheet as of December 31, 2017, as of March 31, 2018, we have not recognized any adjustments to the provisional amounts recorded at December 31, 2017.

Provisional Amounts

• Deferred tax assets and liabilities and other tax liabilities. We remeasured deferred tax assets and liabilities and other tax liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent. The provisional amounts recorded at December 31, 2017 related to the remeasurement of our deferred tax assets and liabilities, uncertain tax position reserves, and other tax liabilities were income tax benefits of $517 million, $33 million and $84 million, respectively. However, this remeasurement is based on estimates as of the enactment date of the TCJ Act and our existing analysis of the numerous complex tax law changes in the TCJ Act. As we finalize our analysis of the tax law changes in the TCJ Act, including the impact on our 2017 tax return filing positions throughout the 2018 fiscal year, we will update our provisional amounts for this remeasurement. As of March 31, 2018, our provisional amounts remain unchanged.

• Foreign taxation changes. A one-time transition tax is applied to foreign earnings previously not subjected to U.S. tax. The one-time transition tax is based on our total post-1986 earnings and profits ("E&P") that were previously deferred from U.S. income taxes, but is assessed at a lower tax rate than the federal corporate tax rate of 35 percent. We recorded a provisional amount for our one-time transition tax liability for our foreign subsidiaries based on estimates, as of the enactment date of the TCJ Act, for our controlled foreign subsidiaries and estimates of the total post-1986 E&P for noncontrolled foreign subsidiaries. Additionally, the language in the TCJ Act is not specific enough to address all aspects of the calculation of the transition tax and leaves certain components of the calculation open to interpretation. The U.S. Treasury department is expected to issue regulations to provide clarification. We will update our provisional amounts related to the transition tax for the E&P of our noncontrolled foreign subsidiaries, as further guidance is provided by the U.S. Treasury department. We previously recorded a federal deferred tax liability for our deferred earnings at the statutory 35 percent rate. The application of the transition tax results in the deferred earnings previously recorded at 35 percent being subjected to a lower rate, resulting in a provisional income tax benefit at December 31, 2017 of $15 million. We had not recorded certain deferred tax assets, related primarily to E&P deficits, for some foreign subsidiaries based upon an expectation that no tax benefit from such assets would be realized within the foreseeable future. The recognition of tax benefits from the deferred tax assets previously not recorded resulted in a provisional income tax benefit at December 31, 2017 of $16 million. As of March 31, 2018, our provisional amounts remain unchanged. We continue to analyze and refine our calculations related to the measurement of these balances.

We continue to analyze the impact of the TCJ Act on our recognition of deferred tax assets and liabilities for outside basis differences in our investments in foreign subsidiaries and due to the complexity of these calculations on both our U.S. and foreign tax positions and uncertainty regarding the impact of new taxes on certain foreign earnings, we have not recorded provisional amounts. As of March 31, 2018, we had not recorded any deferred tax assets or liabilities for outside basis differences in our investments in foreign subsidiaries. We will further analyze the impact of these new taxes on foreign earnings and their impact on our tax positions throughout fiscal year 2018 to allow us to complete the required accounting for our outside basis differences in our investments in foreign subsidiaries. We continued to apply Accounting Standards Codification 740 based on the provisions of the tax laws that were in effect immediately prior to the TCJ Act being enacted.

Global Intangible Low-Taxed Income ("GILTI") and Foreign Derived Intangible Income ("FDII")

The TCJ Act subjects a U.S. shareholder to current tax on GILTI earned by certain foreign subsidiaries. In addition, the TCJ Act provides for FDII to be taxed at a lower effective rate than the statutory rate by allowing a tax deduction against the income. Interpretive guidance on the accounting for GILTI states than an entity can make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. Given the complexity of the GILTI provisions, we are still evaluating the effects of the GILTI provisions and have not yet determined our accounting policy. At March 31, 2018, because we are still evaluating the GILTI provisions and our analysis of future taxable income that is subject to GILTI, we have included GILTI and the FDII deduction related to current-year operations only in our estimated annual effective tax rate and have not provided additional GILTI on deferred items.

At the end of each quarter, we estimate the effective income tax rate expected to be applied for the full year. The effective income tax rate is determined by the level and composition of pre-tax income or loss, which is subject to federal, state, local and foreign income taxes.

Our total unrecognized tax benefit as of March 31, 2018 was $284 million. We accrued approximately $35 million for the payment of interest and penalties as of March 31, 2018. Included in the balance of unrecognized tax benefits as of March 31, 2018 was $285 million associated with positions that, if favorably resolved, would provide a benefit to our effective income tax rate.

In April 2014, we received 30-day Letters from the Internal Revenue Service ("IRS") and the Revenue Agents Report ("RAR") for the 2006 and October 2007 tax years. We disagreed with several of the proposed adjustments in the RAR, filed a formal appeals protest with the IRS and did not make any tax payments related to this audit. The issues being protested in appeals relate to assertions by the IRS that: (i) certain foreign currency denominated intercompany loans from our foreign subsidiaries to certain U.S. subsidiaries should be recharacterized as equity for U.S. federal income tax purposes and constitute deemed dividends from such foreign subsidiaries to our U.S. subsidiaries; (ii) in calculating the amount of U.S. taxable income resulting from our Hilton Honors guest loyalty program, we should not reduce gross income by the estimated costs of future redemptions, but rather such costs would be deductible at the time the points are redeemed; and (iii) certain foreign currency denominated loans issued by one of our Luxembourg subsidiaries whose functional currency is the U.S. dollar ("USD"), should instead be treated as issued by one of our Belgian subsidiaries whose functional currency is the euro, and thus foreign currency gains and losses with respect to such loans should have been measured in euros, instead of USD. Additionally, in January 2016, we received a 30-day Letter from the IRS and the RAR for the December 2007 through 2010 tax years. The RAR includes the proposed adjustments for tax years December 2007 through 2010, which reflect the carryover effect of the three protested issues from 2006 through October 2007. These proposed adjustments will also be protested in appeals and formal appeals protests have been submitted. In total, the proposed adjustments sought by the IRS would result in additional U.S. federal tax owed of approximately$874 million, excluding interest and penalties and potential state income taxes. The portion of this amount related to Hilton Honorswould result in a decrease to our future tax liability when the points are redeemed. We disagree with the IRS's position on each of these assertions and intend to vigorously contest them. However, based on continuing appeals process discussions with the IRS, we believe that it is more likely than not that we will not recognize the full benefit related to certain of the issues being appealed. Accordingly, as of March 31, 2018, we have recorded $45 million of unrecognized tax benefits related to these issues.

We file income tax returns, including returns for our subsidiaries, with federal, state, local and foreign tax jurisdictions. We are under regular and recurring audit by the IRS and other taxing authorities on open tax positions. The timing of the resolution of tax audits is highly uncertain, as are the amounts, if any, that may ultimately be paid upon such resolution. Changes may result from the conclusion of ongoing audits, appeals or litigation in federal, state, local and foreign tax jurisdictions or from the resolution of various proceedings between the U.S. and foreign tax authorities. We are no longer subject to U.S. federal income tax examination for years through 2004. As of March 31, 2018, we remain subject to federal examinations from 2005 through 2016, state examinations from 2005 through 2016 and foreign examinations of our income tax returns for the years 1996 through 2017.

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Share-Based Compensation

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Share-Based Compensation

We grant time-vesting restricted stock units and restricted stock (collectively, "RSUs"), nonqualified stock options ("options") and performance-vesting restricted stock units and restricted stock (collectively, "performance shares") to our employees and deferred share units ("DSUs") to members of our board of directors. We recognized share-based compensation expense of $28 million and $25 million during the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, unrecognized compensation costs for unvested awards was approximately $223 million, which are expected to be recognized over a weighted-average period of 2.0 years on a straight-line basis. As of March 31, 2018, there were 16.2 million shares of common stock available for future issuance under our 2017 Omnibus Incentive Plan, plus any shares subject to awards outstanding under our 2013 Omnibus Incentive Plan, which will become available for issuance under our 2017 Omnibus Incentive Plan if such outstanding awards expire or are terminated or are canceled or forfeited.

RSUs

During the three months ended March 31, 2018, we granted 0.9 million RSUs with a weighted average grant date fair value per share of $79.37, which generally vest in equal annual installments over two or three years from the date of grant.

Options

During the three months ended March 31, 2018, we granted 0.6 million options with an exercise price per share of $79.35, which vest over three years from the date of grant in equal annual installments and terminate 10 years from the date of grant or earlier if the individual’s service terminates under certain circumstances.

The weighted average grant date fair value per share of the options granted during the three months ended March 31, 2018 was $23.78, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:

Expected volatility(1)	27.99	%
Dividend yield(2)	0.74	%
Risk-free rate(3)	2.73	%
Expected term (in years)(4)	6.0

____________

⁽¹⁾  Estimated using historical movement of Hilton's stock price.

⁽²⁾  Estimated based on the current quarterly dividend and the three-month average stock price at the date of grant.

⁽³⁾  Based on the yields of U.S. Department of Treasury instruments with similar expected lives.

⁽⁴⁾  Estimated using the average of the vesting periods and the contractual term of the options.

As of March 31, 2018, 1.2 million options were exercisable.

Performance Shares

During the three months ended March 31, 2018, we granted 0.3 million performance shares with a weighted average grant date fair value per share of $79.35. The performance shares are settled at the end of the three-year performance period with 50 percent of the awards subject to achievement based on the Company's adjusted earnings before interest expense, a provision for income taxes and depreciation and amortization ("Adjusted EBITDA") compound annual growth rate ("CAGR") ("EBITDA CAGR") and the other 50 percent of the awards subject to achievement based on the Company’s free cash flow ("FCF") per share CAGR ("FCF CAGR"). We determined that the performance conditions for performance shares issued in 2018 and 2017 are probable of achievement and, as of March 31, 2018, we recognized compensation expense based on the following anticipated achievement percentages for these performance shares:

	EBITDA CAGR		FCF CAGR
2017 performance shares	200	%	200	%
2018 performance shares	150	%	125	%

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Stockholders' Equity and Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Stockholders' Equity and Accumulated Other Comprehensive Loss

Stockholders' Equity and Accumulated Other Comprehensive Loss

The changes in the components of stockholders' equity were as follows:

	Equity Attributable to Hilton Stockholders
					Treasury Stock			Additional Paid-in Capital			Accumulated Deficit(1)			Accumulated Other Comprehensive Loss
	Common Stock																Noncontrolling Interests
	Shares		Amount																Total
	(in millions)
Balance as of December 31, 2017	317		$	3	$	(891	)	$	10,298		$	(6,981	)	$	(741	)	$	3	$	1,691
Share-based compensation	1		—		—			(10		)	—			—			—		(10		)
Repurchases of common stock	(1	)	—		(110		)	—			—			—			—		(110		)
Net income	—		—		—			—			161			—			2		163
Other comprehensive income	—		—		—			—			—			61			—		61
Dividends	—		—		—			—			(48		)	—			—		(48		)
Balance as of March 31, 2018	317		$	3	$	(1,001	)	$	10,288		$	(6,868	)	$	(680	)	$	5	$	1,747

	Equity Attributable to Hilton Stockholders
					Treasury Stock			Additional Paid-in Capital			Accumulated Deficit(1)			Accumulated Other Comprehensive Loss
	Common Stock																Noncontrolling Interests(2)
	Shares		Amount																	Total
	(in millions)
Balance as of December 31, 2016	329		$	3	$	—		$	10,220		$	(3,545	)	$	(1,001	)	$	(50	)	$	5,627
Share-based compensation	2		—		—			(7		)	—			—			—			(7		)
Repurchases of common stock	(1	)	—		(70		)	—			—			—			—			(70		)
Net income	—		—		—			—			47			—			1			48
Other comprehensive income (loss)	—		—		—			—			—			20			(1		)	19
Dividends	—		—		—			—			(50		)	—			—			(50		)
Spin-offs of Park and HGV	—		—		—			—			(4,318		)	63			49			(4,206		)
Cumulative effect of the adoption of ASU 2016-09	—		—		—			1			(1		)	—			—			—
Distributions	—		—		—			—			—			—			(1		)	(1		)
Balance as of March 31, 2017	330		$	3	$	(70	)	$	10,214		$	(7,867	)	$	(918	)	$	(2	)	$	1,360

___________

⁽¹⁾  Includes adjustments of $385 million and $222 million as of December 31, 2017 and 2016, respectively, as a result of the adoption of ASU 2014-09 as of January 1, 2016. See Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" for additional information.

⁽²⁾  Other comprehensive loss was related to a currency translation adjustment.

During 2017, our board of directors authorized stock repurchases of up to $2.0 billion of the Company's common stock. During the three months ended March 31, 2018, we repurchased 1.3 million shares of common stock under the program. As of March 31, 2018, approximately $1.0 billion remained available for share repurchases under the program. In April 2018, we repurchased 16.5 million shares of Hilton common stock from HNA for $1.17 billion, which was made apart from, and not pursuant to, the stock repurchase program. See Note 16: "Subsequent Events" for additional information.

The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows:

	Currency Translation Adjustment(1)			Pension Liability Adjustment(2)			Cash Flow Hedge Adjustment(3)		Total
	(in millions)
Balance as of December 31, 2017	$	(513	)	$	(229	)	$	1	$	(741	)
Other comprehensive income (loss) before reclassifications	32			(1		)	24		55
Amounts reclassified from accumulated other comprehensive loss	—			2			4		6
Net current period other comprehensive income	32			1			28		61
Balance as of March 31, 2018	$	(481	)	$	(228	)	$	29	$	(680	)

	Currency Translation Adjustment(1)			Pension Liability Adjustment(2)			Cash Flow Hedge Adjustment(3)			Total
	(in millions)
Balance as of December 31, 2016	$	(738	)	$	(251	)	$	(12	)	$	(1,001	)
Other comprehensive income (loss) before reclassifications	21			(1		)	(5		)	15
Amounts reclassified from accumulated other comprehensive loss	—			2			3			5
Net current period other comprehensive income (loss)	21			1			(2		)	20
Spin-offs of Park and HGV	63			—			—			63
Balance as of March 31, 2017	$	(654	)	$	(250	)	$	(14	)	$	(918	)

____________

⁽¹⁾  Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature.

⁽²⁾  Amounts reclassified include the amortization of prior service cost and the amortization of net loss that were included in our computation of net periodic pension cost. They were recognized in other non-operating income, net in our condensed consolidated statements of operations and are presented net of a $1 million tax benefit for the three months ended March 31, 2018 and 2017.

⁽³⁾  Amounts reclassified relate to the designated interest rate swaps, as well as the interest rate swaps that were dedesignated in 2016 and settled in 2017. The amounts were recognized in interest expense in our condensed consolidated statements of operations and are presented net of a tax benefit of $1 million and $2 million for the three months ended March 31, 2018 and 2017, respectively.

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Earnings Per Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share ("EPS"):

	Three Months Ended
	March 31,
	2018		2017
	(in millions, except per share amounts)
Basic EPS:
Numerator:
Net income attributable to Hilton stockholders	$	161	$	47
Denominator:
Weighted average shares outstanding	316		330
Basic EPS	$	0.51	$	0.14
Diluted EPS:
Numerator:
Net income attributable to Hilton stockholders	$	161	$	47
Denominator:
Weighted average shares outstanding	319		331
Diluted EPS	$	0.51	$	0.14

Less than 1 million share-based compensation awards were excluded from the weighted average shares outstanding in the computation of diluted EPS for the three months ended March 31, 2018 and 2017 because their effect would have been anti-dilutive under the treasury stock method.

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Business Segments

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Business Segments

Business Segments

We are a hospitality company with operations organized in two distinct operating segments: (i) management and franchise; and (ii) ownership. These segments are managed and reported separately because of their distinct economic characteristics.

The management and franchise segment includes all of the hotels we manage for third-party owners, as well as all franchised hotels operated or managed by someone other than us. As of March 31, 2018, this segment included 650 managed hotels and 4,570 franchised hotels consisting of 833,421 total rooms. This segment also earns license fees from HGV and co-brand credit card arrangements and fees for managing properties in our ownership segment.

As of March 31, 2018, the ownership segment included 71 properties totaling 21,718 rooms, comprising 62 hotels that we wholly owned or leased, one hotel owned by a consolidated non-wholly owned entity, two hotels leased by consolidated VIEs and six hotels owned or leased by unconsolidated affiliates.

The performance of our operating segments is evaluated primarily on operating income, without allocating corporate and other revenues and other expenses or general and administrative expenses.

The following table presents revenues for our reportable segments, reconciled to consolidated amounts:

	Three Months Ended
	March 31,
	2018			2017
	(in millions)
Franchise fees	$	333		$	283
Base and other management fees(1)	90			90
Incentive management fees	55			49
Management and franchise	478			422
Ownership	334			296
Segment revenues	812			718
Amortization of contract acquisition costs	(7		)	(3		)
Other revenues	23			37
Direct reimbursements from managed and franchised properties	699			663
Indirect reimbursements from managed and franchised properties	555			488
Intersegment fees elimination(1)	(8		)	(7		)
Total revenues	$	2,074		$	1,896

____________

⁽¹⁾  Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.

The following table presents operating income for our reportable segments, reconciled to consolidated income before income taxes:

	Three Months Ended
	March 31,
	2018			2017
	(in millions)
Management and franchise(1)	$	478		$	422
Ownership(1)	6			21
Segment operating income	484			443
Amortization of contract acquisition costs	(7		)	(3		)
Other revenues, less other expenses	9			14
Net other expenses from managed and franchised properties	(21		)	(45		)
Depreciation and amortization	(82		)	(86		)
General and administrative	(104		)	(106		)
Operating income	279			217
Interest expense	(83		)	(89		)
Gain (loss) on foreign currency transactions	11			(4		)
Loss on debt extinguishment	—			(60		)
Other non-operating income, net	14			2
Income before income taxes	$	221		$	66

____________

⁽¹⁾  Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.

The following table presents total assets for our reportable segments, reconciled to consolidated amounts:

	March 31,		December 31,
	2018		2017
	(in millions)
Management and franchise	$	11,435	$	11,505
Ownership	994		964
Corporate and other	1,831		1,759
	$	14,260	$	14,228

The following table presents capital expenditures for property and equipment for our reportable segments, reconciled to consolidated amounts:

	Three Months Ended
	March 31,
	2018		2017
	(in millions)
Ownership	$	7	$	6
Corporate and other	3		3
	$	10	$	9

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure

Commitments and Contingencies

We provide performance guarantees to certain owners of hotels that we operate under management contracts. Most of these guarantees allow us to terminate the contract, rather than fund shortfalls, if specified operating performance levels are not achieved. However, in limited cases, we are obligated to fund performance shortfalls. As of March 31, 2018, we had four contracts containing performance guarantees, with expirations ranging from 2019 to 2030, and possible cash outlays totaling approximately $47 million. Our obligations under these guarantees in future periods are dependent on the operating performance levels of these hotels over the remaining terms of the performance guarantees. We do not have any letters of credit pledged as collateral against these guarantees. As of March 31, 2018 and December 31, 2017, we recorded $14 million and $12 million, respectively, in accounts payable, accrued expenses and other and $7 million and $9 million, respectively, in other liabilities in our condensed consolidated balance sheets for one and two outstanding performance guarantees, respectively, that are related to VIEs for which we are not the primary beneficiary.

We receive fees from managed and franchise properties to operate our marketing, sales and brand programs on behalf of hotel owners. As of March 31, 2018 and December 31, 2017, we had collected an aggregate of $397 million and $402 million in excess of net amounts expended, respectively, across all programs.

We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums. While the ultimate results of claims and litigation cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation as of March 31, 2018 will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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Condensed Consolidating Guarantor Financial Information

3 Months Ended

Mar. 31, 2018

Condensed Consolidating Guarantor Financial Information [Abstract]

Condensed Consolidating Guarantor Financial Information

Condensed Consolidating Guarantor Financial Information

Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. (the "HWF Issuers"), entities that are 100 percent owned by Hilton Worldwide Parent LLC ("HWP"), which is 100 percent owned by the Parent, issued the 2025 Senior Notes and 2027 Senior Notes in March 2017 and are guarantors of the 2024 Senior Notes. In September 2016, Hilton Domestic Operating Company Inc. ("HOC"), an entity incorporated in July 2016 that is 100 percent owned by Hilton Worldwide Finance LLC and is a guarantor of the 2025 Senior Notes and 2027 Senior Notes, assumed the 2024 Senior Notes that were issued in August 2016 by escrow issuers. The 2024 Senior Notes, 2025 Senior Notes and 2027 Senior Notes are collectively referred to as the Senior Notes. The HWF Issuers and HOC are collectively referred to as the Subsidiary Issuers.

The Senior Notes are guaranteed jointly and severally on a senior unsecured basis by HWP, the Parent and certain of the Parent's 100 percent owned domestic restricted subsidiaries that are themselves not issuers of the applicable series of Senior Notes (together, the "Guarantors''). The indentures that govern the Senior Notes provide that any subsidiary of the Company that provides a guarantee of our senior secured credit facility will guarantee the Senior Notes. As of March 31, 2018, none of our foreign subsidiaries or U.S. subsidiaries owned by foreign subsidiaries or conducting foreign operations or our non-wholly owned subsidiaries guarantee the Senior Notes (collectively, the "Non-Guarantors").

The condensed consolidating financial information presents the financial information based on the composition of the Guarantors and Non-Guarantors as of March 31, 2018.

The guarantees are full and unconditional, subject to certain customary release provisions. The indentures that govern the Senior Notes provide that any Guarantor may be released from its guarantee so long as: (i) the subsidiary is sold or sells all of its assets; (ii) the subsidiary is released from its guaranty under our senior secured credit facility; (iii) the subsidiary is declared "unrestricted" for covenant purposes; (iv) the subsidiary is merged with or into the applicable Subsidiary Issuers or another Guarantor or the Guarantor liquidates after transferring all of its assets to the applicable Subsidiary Issuers or another Guarantor; or (v) the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied, in each case in compliance with applicable provisions of the indentures.

The following tables present the condensed consolidating financial information as of March 31, 2018 and December 31, 2017, and for the three months ended March 31, 2018 and 2017, for the Parent, HWF Issuers, HOC, Guarantors and Non-Guarantors.

	March 31, 2018
	Parent		HWF Issuers		HOC		Guarantors		Non-Guarantors		Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	2	$	14	$	594	$	—		$	610
Restricted cash and cash equivalents	—		—		33		10		30		—			73
Accounts receivable, net	—		—		17		700		263		—			980
Intercompany receivables	—		—		—		—		40		(40		)	—
Prepaid expenses	—		—		18		51		95		(3		)	161
Other	—		—		1		17		166		—			184
Total current assets	—		—		71		792		1,188		(43		)	2,008
Intangibles and Other Assets:
Investments in subsidiaries	1,737		7,092		8,301		1,737		—		(18,867		)	—
Goodwill	—		—		—		3,824		1,387		—			5,211
Brands	—		—		—		4,404		498		—			4,902
Management and franchise contracts, net	—		—		—		620		308		—			928
Other intangible assets, net	—		—		—		278		150		—			428
Property and equipment, net	—		—		19		66		273		—			358
Deferred income tax assets	5		—		104		—		136		(134		)	111
Other	—		55		33		67		159		—			314
Total intangibles and other assets	1,742		7,147		8,457		10,996		2,911		(19,001		)	12,252
TOTAL ASSETS	$	1,742	$	7,147	$	8,528	$	11,788	$	4,099	$	(19,044	)	$	14,260
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	—	$	39	$	126	$	555	$	625	$	(1	)	$	1,344
Current portion of deferred revenues	—		—		63		268		13		(2		)	342
Intercompany payables	—		—		40		—		—		(40		)	—
Current maturities of long-term debt	—		32		—		—		15		—			47
Income taxes payable	—		—		—		22		41		—			63
Current portion of liability for guest loyalty program	—		—		—		692		—		—			692
Total current liabilities	—		71		229		1,537		694		(43		)	2,488
Long-term debt	—		5,325		984		—		249		—			6,558
Deferred revenues	—		—		—		766		62		—			828
Deferred income tax liabilities	—		14		—		1,021		—		(134		)	901
Liability for guest loyalty program	—		—		—		841		—		—			841
Other	—		—		223		61		613		—			897
Total liabilities	—		5,410		1,436		4,226		1,618		(177		)	12,513
Equity:
Total Hilton stockholders' equity	1,742		1,737		7,092		7,562		2,476		(18,867		)	1,742
Noncontrolling interests	—		—		—		—		5		—			5
Total equity	1,742		1,737		7,092		7,562		2,481		(18,867		)	1,747
TOTAL LIABILITIES AND EQUITY	$	1,742	$	7,147	$	8,528	$	11,788	$	4,099	$	(19,044	)	$	14,260

	December 31, 2017
	Parent		HWF Issuers		HOC		Guarantors		Non-Guarantors		Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	2	$	18	$	550	$	—		$	570
Restricted cash and cash equivalents	—		—		61		10		29		—			100
Accounts receivable, net	—		—		18		712		275		—			1,005
Intercompany receivables	—		—		—		—		40		(40		)	—
Prepaid expenses	—		—		25		24		84		(6		)	127
Income taxes receivable	—		—		—		60		—		(24		)	36
Other	—		—		1		13		155		—			169
Total current assets	—		—		107		837		1,133		(70		)	2,007
Intangibles and Other Assets:
Investments in subsidiaries	1,697		7,067		8,326		1,697		—		(18,787		)	—
Goodwill	—		—		—		3,824		1,366		—			5,190
Brands	—		—		—		4,405		485		—			4,890
Management and franchise contracts, net	—		—		2		645		306		—			953
Other intangible assets, net	—		—		1		283		149		—			433
Property and equipment, net	—		—		20		67		266		—			353
Deferred income tax assets	6		—		104		—		127		(126		)	111
Other	—		20		32		67		172		—			291
Total intangibles and other assets	1,703		7,087		8,485		10,988		2,871		(18,913		)	12,221
TOTAL ASSETS	$	1,703	$	7,087	$	8,592	$	11,825	$	4,004	$	(18,983	)	$	14,228
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	15	$	20	$	184	$	576	$	624	$	(3	)	$	1,416
Current portion of deferred revenues	—		—		90		266		13		(3		)	366
Intercompany payables	—		—		40		—		—		(40		)	—
Current maturities of long-term debt	—		32		—		—		14		—			46
Income taxes payable	—		—		—		—		36		(24		)	12
Current portion of liability for guest loyalty program	—		—		—		622		—		—			622
Total current liabilities	15		52		314		1,464		687		(70		)	2,462
Long-term debt	—		5,333		983		—		240		—			6,556
Deferred revenues	—		—		—		770		59		—			829
Deferred income tax liabilities	—		5		—		1,052		—		(126		)	931
Liability for guest loyalty program	—		—		—		839		—		—			839
Other	—		—		228		64		628		—			920
Total liabilities	15		5,390		1,525		4,189		1,614		(196		)	12,537
Equity:
Total Hilton stockholders' equity	1,688		1,697		7,067		7,636		2,387		(18,787		)	1,688
Noncontrolling interests	—		—		—		—		3		—			3
Total equity	1,688		1,697		7,067		7,636		2,390		(18,787		)	1,691
TOTAL LIABILITIES AND EQUITY	$	1,703	$	7,087	$	8,592	$	11,825	$	4,004	$	(18,983	)	$	14,228

	Three Months Ended March 31, 2018
	Parent		HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise fees	$	—	$	—		$	44		$	262		$	29		$	(4	)	$	331
Base and other management fees	—		—			—			51			26			—			77
Incentive management fees	—		—			—			21			34			—			55
Owned and leased hotels	—		—			—			—			334			—			334
Other revenues	—		—			2			24			2			(5		)	23
	—		—			46			358			425			(9		)	820
Other revenues from managed and franchised properties	—		—			44			1,070			140			—			1,254
Total revenues	—		—			90			1,428			565			(9		)	2,074
Expenses
Owned and leased hotels	—		—			—			—			320			—			320
Depreciation and amortization	—		—			1			60			21			—			82
General and administrative	—		—			73			—			35			(4		)	104
Other expenses	—		—			2			7			9			(4		)	14
	—		—			76			67			385			(8		)	520
Other expenses from managed and franchised properties	—		—			46			1,084			145			—			1,275
Total expenses	—		—			122			1,151			530			(8		)	1,795
Operating income (loss)	—		—			(32		)	277			35			(1		)	279
Interest expense	—		(61		)	(13		)	—			(10		)	1			(83		)
Gain (loss) on foreign currency transactions	—		—			(3		)	8			6			—			11
Other non-operating income, net	—		—			3			8			3			—			14
Income (loss) before income taxes and equity in earnings from subsidiaries	—		(61		)	(45		)	293			34			—			221
Income tax benefit (expense)	—		15			13			(73		)	(13		)	—			(58		)
Income (loss) before equity in earnings from subsidiaries	—		(46		)	(32		)	220			21			—			163
Equity in earnings from subsidiaries	161		207			239			161			—			(768		)	—
Net income	161		161			207			381			21			(768		)	163
Net income attributable to noncontrolling interests	—		—			—			—			(2		)	—			(2		)
Net income attributable to Hilton stockholders	$	161	$	161		$	207		$	381		$	19		$	(768	)	$	161
Comprehensive income	$	222	$	190		$	207		$	382		$	52		$	(829	)	$	224
Comprehensive income attributable to noncontrolling interests	—		—			—			—			(2		)	—			(2		)
Comprehensive income attributable to Hilton stockholders	$	222	$	190		$	207		$	382		$	50		$	(829	)	$	222

	Three Months Ended March 31, 2017
	Parent		HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise fees	$	—	$	—		$	19		$	244		$	23		$	(4	)	$	282
Base and other management fees	—		—			—			49			32			—			81
Incentive management fees	—		—			—			20			29			—			49
Owned and leased hotels	—		—			—			—			296			—			296
Other revenues	—		—			20			13			4			—			37
	—		—			39			326			384			(4		)	745
Other revenues from managed and franchised properties	—		—			41			981			129			—			1,151
Total revenues	—		—			80			1,307			513			(4		)	1,896
Expenses
Owned and leased hotels	—		—			—			—			268			—			268
Depreciation and amortization	—		—			1			62			23			—			86
General and administrative	—		—			79			2			25			—			106
Other expenses	—		—			12			7			8			(4		)	23
	—		—			92			71			324			(4		)	483
Other expenses from managed and franchised properties	—		—			42			1,026			128			—			1,196
Total expenses	—		—			134			1,097			452			(4		)	1,679
Operating income (loss)	—		—			(54		)	210			61			—			217
Interest expense	—		(63		)	(16		)	—			(10		)	—			(89		)
Gain (loss) on foreign currency transactions	—		—			11			21			(36		)	—			(4		)
Loss on debt extinguishment	—		(60		)	—			—			—			—			(60		)
Other non-operating income (loss), net	—		(3		)	1			1			3			—			2
Income (loss) before income taxes and equity in earnings from subsidiaries	—		(126		)	(58		)	232			18			—			66
Income tax benefit (expense)	—		50			24			(87		)	(5		)	—			(18		)
Income (loss) before equity in earnings from subsidiaries	—		(76		)	(34		)	145			13			—			48
Equity in earnings from subsidiaries	47		123			157			47			—			(374		)	—
Net income	47		47			123			192			13			(374		)	48
Net income attributable to noncontrolling interests	—		—			—			—			(1		)	—			(1		)
Net income attributable to Hilton stockholders	$	47	$	47		$	123		$	192		$	12		$	(374	)	$	47
Comprehensive income	$	67	$	45		$	127		$	192		$	30		$	(394	)	$	67
Comprehensive income attributable to noncontrolling interests	—		—			—			—			—			—			—
Comprehensive income attributable to Hilton stockholders	$	67	$	45		$	127		$	192		$	30		$	(394	)	$	67

	Three Months Ended March 31, 2018
	Parent			HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations		Total
	(in millions)
Operating Activities:
Net cash provided by (used in) operating activities	$	—		$	(46	)	$	(29	)	$	307		$	11		$	—	$	243
Investing Activities:
Capital expenditures for property and equipment	—			—			—			(1		)	(9		)	—		(10		)
Capitalized software costs	—			—			—			(15		)	—			—		(15		)
Other	—			—			—			(2		)	1			—		(1		)
Net cash used in investing activities	—			—			—			(18		)	(8		)	—		(26		)
Financing Activities:
Repayment of debt	—			(10		)	—			—			(4		)	—		(14		)
Intercompany transfers	157			56			41			(293		)	39			—		—
Dividends paid	(47		)	—			—			—			—			—		(47		)
Repurchases of common stock	(110		)	—			—			—			—			—		(110		)
Tax withholdings on share-based compensation	—			—			(40		)	—			—			—		(40		)
Net cash provided by (used in) financing activities	—			46			1			(293		)	35			—		(211		)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	—			—			—			—			7			—		7
Net increase (decrease) in cash, restricted cash and cash equivalents	—			—			(28		)	(4		)	45			—		13
Cash, restricted cash and cash equivalents, beginning of period	—			—			63			28			579			—		670
Cash, restricted cash and cash equivalents, end of period	$	—		$	—		$	35		$	24		$	624		$	—	$	683

	Three Months Ended March 31, 2017
	Parent			HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Operating Activities:
Net cash provided by (used in) operating activities	$	—		$	—		$	(102	)	$	48		$	107		$	(3	)	$	50
Investing Activities:
Capital expenditures for property and equipment	—			—			—			(1		)	(8		)	—			(9		)
Capitalized software costs	—			—			—			(9		)	—			—			(9		)
Other	—			(13		)	—			(6		)	—			—			(19		)
Net cash used in investing activities	—			(13		)	—			(16		)	(8		)	—			(37		)
Financing Activities:
Borrowings	—			1,823			—			—			—			—			1,823
Repayment of debt	—			(1,823		)	—			—			(1		)	—			(1,824		)
Debt issuance costs and redemption premium	—			(66		)	—			—			—			—			(66		)
Repayment of intercompany borrowings	—			—			(3		)	—			—			3			—
Intercompany transfers	119			79			133			(42		)	(289		)	—			—
Dividends paid	(49		)	—			—			—			—			—			(49		)
Cash transferred in spin-offs of Park and HGV	—			—			—			—			(501		)	—			(501		)
Repurchases of common stock	(70		)	—			—			—			—			—			(70		)
Distributions to noncontrolling interests	—			—			—			—			(1		)	—			(1		)
Tax withholdings on share-based compensation	—			—			(28		)	—			—			—			(28		)
Net cash provided by (used in) financing activities	—			13			102			(42		)	(792		)	3			(716		)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	—			—			—			—			5			—			5
Net decrease in cash, restricted cash and cash equivalents	—			—			—			(10		)	(688		)	—			(698		)
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	—			—			90			31			1,062			—			1,183
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	—			—			—			—			501			—			501
Cash, restricted cash and cash equivalents, beginning of period	—			—			90			31			1,563			—			1,684
Cash, restricted cash and cash equivalents, end of period	$	—		$	—		$	90		$	21		$	875		$	—		$	986

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Subsequent Events

3 Months Ended

Mar. 31, 2018

Subsequent Event [Line Items]

Subsequent Events

Subsequent Events

In April 2018, HOC issued $1.5 billion aggregate principal amount of 5.125% Senior Notes due 2026 (the "2026 Senior Notes"), guaranteed on a senior unsecured basis by the Parent and certain of its wholly owned subsidiaries. We used a portion of the net proceeds from the issuance, together with borrowings under our Revolving Credit Facility and available cash to repurchase 16.5 million shares of our common stock from HNA for $1,171 million. HNA also sold 66 million shares of Hilton common stock in an underwritten, public offering and no longer has any beneficial ownership in Hilton. Additionally, we used the remaining proceeds from the issuance of the 2026 Senior Notes to repay approximately $500 million of our Term Loans.

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Basis of Presentation and Summary of Significant Accounting Policies - (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Revenue Recognition

Revenue Recognition

Revenues are primarily derived from management and franchise contracts with third-party hotel and resort owners, as well as from our owned and leased hotels. The majority of our performance obligations are a series of distinct goods or services, for which we receive variable consideration through our management and franchise fees or fixed consideration through our owned and leased hotels. We allocate the variable fees to the distinct services to which they relate applying the prescribed variable consideration allocation guidance, and we allocate fixed consideration to the related performance obligations based on the present value of the allocated variable cash flows. We do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less, which it is in substantially all cases. Additionally, we do not typically include extended payment terms in our contracts with customers.

Management and franchise revenues

We identified the following performance obligations in connection with our management and franchise contracts:

• Intellectual Property ("IP") licenses grant the right to access our hotel system IP, including brand IP, reservations systems and property management systems.

• Hotel management services include providing day-to-day management services of the hotels for the property owners.

• Development services include providing consultative services (e.g., design assistance and contractor selection) to the property owner to assist with the construction of the hotel prior to the hotel opening.

• Pre-opening services include providing services (e.g., advertising, budgeting, e-commerce strategies, food and beverage testing) to the property owner to assist in preparing for the hotel opening.

• Material rights for free or discounted goods or services to hotel guests are satisfied at the earlier point in time of either when the material right expires or the underlying free or discounted good or service is provided to the hotel guest.

Each of the identified performance obligations related to management and franchise revenues is considered to be a series of distinct services transferred over time. While the underlying activities may vary from day to day, the nature of the promises are the same each day, and the property owner can independently benefit from each day's services. Management and franchise fees are typically based on the sales or usage of the underlying hotel, with the exception of fixed upfront fees that usually represent an insignificant portion of the transaction price.

Franchise fees represent fees earned in connection with the licensing of one of our brands, usually under long-term contracts with the property owner, and include the following:

• Royalty fees are generally based on a percentage of a hotel's monthly gross room revenue and, in some cases, may also include a percentage of gross food and beverage revenues and other revenues, where applicable. These fees are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed.

• Application, initiation and other fees are charged when: (i) new hotels enter our system; (ii) there is a change of ownership; or (iii) contracts with properties already in our system are extended. These fees are typically fixed and collected upfront and are recognized as revenue over the term of the franchise contract. We do not consider this advance consideration to include a significant financing component, since it is used to protect us from the property owner failing to adequately complete some or all of its obligations under the contract.

• License fees are earned from: (i) a license agreement with HGV to use certain Hilton marks and IP in its timeshare business, which are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed; and (ii) co-brand credit card arrangements and are recognized as revenue when Hilton Honors points are issued, generally as spend on the co-branded credit card occurs; see further discussion below under "Hilton Honors."

Franchise fees are reduced by any consideration paid or anticipated to be paid to incentivize hotel owners to enter into franchise contracts.

Base management fees and incentive management fees represent fees earned from hotels that we manage, usually under long-term contracts with the property owner, and include the following:

• Base fees are generally based on a percentage of a hotel's monthly gross revenue. Base fees are typically billed and collected monthly, and revenue is generally recognized at the same time the fees are billed.

• Incentive fees are generally based on a percentage of a hotel's operating profits and in some cases may be subject to a stated return threshold to the property owner, normally over a one-calendar year period (the "incentive period"). Incentive fee revenue is recognized on a monthly basis, but only to the extent the cumulative fee earned does not exceed the probable fee for the incentive period. Incentive fee payment terms vary, but they are generally billed and collected monthly or annually upon completion of the incentive period.

Base and other management fees are reduced by any consideration paid or anticipated to be paid to incentivize hotel owners to enter into management contracts.

Other revenues from managed and franchised properties represent amounts that are contractually reimbursed to us by property owners directly as costs are incurred or fees that are billed and collected in advance related to certain indirect costs and expenses of the related properties, and include the following:

• Direct reimbursements include payroll and related costs and certain other operating costs of the managed and franchised properties’ operations, which are contractually reimbursed to us by the property owners as expenses are incurred. Revenue is recognized based on the amount of expenses incurred by Hilton, which are presented as other expenses from managed and franchised properties in our consolidated statements of operations, that are then reimbursed by the property owner typically on a monthly basis, which results in no net effect on operating income (loss) or net income (loss).

• Indirect reimbursements include marketing expenses and other expenses associated with our brands and shared services, which are paid from fees collected by Hilton from the managed and franchised properties. Revenue is generally recognized as fees are billed, which are based on the underlying hotel's sales or usage (e.g., gross room revenues and number of reservations processed). System implementation fees charged to property owners are deferred and recognized as revenue over the term of the management or franchise contract. The corresponding expenses are expensed as incurred and are presented as other expenses from managed and franchised properties in our consolidated statements of operations and are expected to equal the revenues earned from indirect reimbursements over time.

The management and franchise fees and reimbursements from third-party hotel owners are allocated to the performance obligations and the distinct services to which they relate using their estimated standalone selling prices. The terms of the fees earned under the contract relate to a specific outcome of providing the services (e.g., hotel room sales) or to Hilton's efforts (e.g., costs) to satisfy the performance obligations. We use time as the measure of progress to recognize as revenue the fees that are allocated to the period earned per the contract or to the period when the reimbursable costs are incurred.

Owned and leased hotel revenues

We identified the following performance obligations in connection with our owned and leased hotel revenues, for which revenue is recognized as the respective performance obligations are satisfied, which results in recognizing the amount we expect to be entitled to for providing the goods or services:

• Cancellable room reservations or ancillary services are typically satisfied as the good or service is transferred to the hotel guest, which is generally when the room stay occurs.

• Noncancellable room reservations and banquet or conference reservations represent a series of distinct goods or services provided over time satisfied as each distinct good or service is provided, which is reflected by the duration of the room reservation.

• Material rights for free or discounted goods or services are satisfied at the earlier point in time when the material right expires or the underlying free or discounted good or service is provided to the hotel guest.

• Other ancillary goods and services are purchased independently of the room reservation at standalone selling prices and are considered separate performance obligations, which are satisfied when the related good or service is provided to the hotel guest.

• Components of package reservations for which each component could be sold separately to other hotel guests are considered separate performance obligations and are satisfied as set forth above.

Owned and leased hotel revenues primarily consist of hotel room rentals, revenue from accommodations sold in conjunction with other services (e.g., package reservations), food and beverage sales and other ancillary goods and services (e.g., parking) related to owned, leased and consolidated non-wholly owned hotel properties. Revenue is recognized when rooms are occupied or goods and services have been delivered or rendered, respectively. Payment terms typically align with when the goods and services are provided. Owned and leased hotel revenues are reduced upon issuance of points for our guest loyalty program, Hilton Honors, for Hilton Honors members' paid stay transactions and are recognized when Hilton Honors points are redeemed for a free stay at an owned or leased hotel (see "Hilton Honors" section below for additional information).

Although the transaction prices of room rentals, goods and other services are generally fixed and based on the respective room reservation or other agreement, an estimate to reduce the transaction price is required if a discount is expected to be provided to the customer. For package reservations, the transaction price is allocated to the performance obligations within the package based on the estimated standalone selling prices of each component. On occasion, the hotel may also provide the customer with a material right to a free or discounted good or service in conjunction with a room reservation or banquet contract (e.g., free breakfast and free room night for every four nights booked). These material rights are considered separate performance obligations to which a portion of the transaction price is allocated based on the estimated standalone selling prices of the good or service, adjusted for the likelihood the hotel guest will exercise the right.

Other revenues

Other revenues include revenues generated by the incidental support of hotel operations for owned, leased, managed and franchised hotels, including purchasing operations, and other operating income. Purchasing revenues include any amounts received for vendor rebate arrangements that we participate in as a manager of hotel properties.

Taxes and fees collected on behalf of governmental agencies

We are required to collect certain taxes and fees from customers on behalf of governmental agencies and remit these back to the applicable governmental agencies on a periodic basis. We have a legal obligation to act as a collection agent. We do not retain these taxes and fees and, therefore, they are not included in our measurement of transaction prices. We have elected to present revenue net of sales taxes and other similar taxes. We record a liability when the amounts are collected and relieve the liability when payments are made to the applicable taxing authority or other appropriate governmental agency.

Contract Assets

Contract assets relate to incentive management fees for which the period of service has passed, but for which our right to consideration is conditional upon completing the requirements of the incentive fee period. Contract assets are included in other current assets in our consolidated balance sheets and are transferred to accounts receivable when our right to consideration becomes unconditional.

Contract Liabilities

Contract liabilities relate to: (i) advance consideration received from hotel owners at contract inception for services considered to be part of the contract performance obligations, such as management or franchise contract application, initiation, renewal and other fees; (ii) advance consideration received for certain indirect reimbursements, such as system implementation fees; and (iii) amounts received when points are issued under Hilton Honors, but for which revenue is not yet recognized, since the related points are not yet redeemed. Contract liabilities related to advance consideration received for fees, excluding Hilton Honors, and certain indirect reimbursements are recognized as revenue over the term of the related contract. Contract liabilities related to amounts received for Hilton Honors are recognized as revenue at the point in time when the points are redeemed for a free good or service by the Hilton Honors member, which typically occurs within two years of points issuance. Contract liabilities are included in deferred revenues in our consolidated balance sheets.

Intangible Assets, Finite-Lived

Intangible Assets with Finite Useful Lives

We have certain finite lived intangible assets that were initially recorded at their fair value in connection with the October 24, 2007 transaction whereby we became a wholly owned subsidiary of an affiliate of The Blackstone Group L.P. (the "Merger"). These intangible assets consist of management contracts, franchise contracts, leases, certain proprietary technologies and our Hilton Honors guest loyalty program. Additionally, we capitalize cash consideration paid to incentivize hotel owners to enter into management and franchise contracts as contract acquisition costs, as well as the incremental costs to obtain or fulfill the contracts as development commissions, which are generally fixed. We also capitalize as finite lived intangible assets costs incurred to develop internal-use computer software and costs to acquire software licenses, as well as internal and external costs incurred in connection with development of upgrades or enhancements that result in additional information technology functionality.

Intangible assets with finite useful lives are amortized using the straight-line method over their respective estimated useful lives, which for contract acquisition costs and development commissions is the contract term, including any renewal periods at our sole option. These estimated useful lives are generally as follows: management contracts recorded at the Merger (13 to 16 years); management contract acquisition costs and development commissions (20 to 30 years); franchise contracts recorded at the Merger (12 to 13 years); franchise contract acquisition costs and development commissions (10 to 20 years); leases (12 to 35 years); Hilton Honors (16 years); and capitalized software development costs (3 years).The amortization of our intangible assets, excluding contract acquisition costs, is included in depreciation and amortization expense, and the amortization of contract acquisition costs is recognized as a reduction to franchise fees and base and other management fees (based on the contract type) in our consolidated statements of operations. Costs incurred prior to the acquisition of a contract (e.g., external legal costs) are expensed as incurred and included in general and administrative expenses in our consolidated statements of operations. Cash flows for contract acquisition costs and development commissions are included as operating activities in our consolidated statements of cash flows.

We review all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations.

Hilton Honors

Hilton Honors

Hilton Honors is our guest loyalty and marketing program provided to hotel and resort properties. Nearly all of our owned, leased, managed and franchised properties participate in the Hilton Honors program. Hilton Honors members earn points based on their spending at our participating properties and through participation in affiliated partner programs. When points are earned by Hilton Honors members, they are provided with a material right to free or discounted goods or services in the future upon accumulation of the required level of Hilton Honors points. Points may be redeemed for the right to stay at participating properties, as well as for other goods and services from third parties, including, but not limited to, airlines, car rentals, cruises, vacation packages, shopping and dining. As the points are issued to a Hilton Honors member, the property or affiliated partner pays Hilton Honors based on an estimated cost per point for the costs of operating the program, which include marketing, promotion, communication and administrative expenses, as well as the estimated cost of award redemptions.

We record liabilities for the payments received from participating hotels and program partners, which are typically due when the points are issued to a Hilton Honors member. Amounts equal to the estimated cost per point of the future redemption obligation are included in the liability for guest loyalty program and any amounts received in excess of the estimated cost per point are included in deferred revenues in our consolidated balance sheets. We engage outside actuaries to assist in determining the fair value of the future redemption obligation using statistical formulas that project future point redemptions based on factors that include historical experience, an estimate of points that will eventually be redeemed, which includes an estimate of "breakage" for points that will never be redeemed, and the cost of reimbursing properties and other third parties in respect to other redemption opportunities available to members. When points are issued as a result of a stay at our owned or leased hotel, we recognize a reduction in owned and leased hotel revenues, since we are also the guest loyalty program sponsor. For the Hilton Honors fees that are charged to the participating properties, we allocate the fees to the material right created by Hilton Honors points issued using the variable consideration allocation guidance, since the fees are directly related to the issuance of Hilton Honors points to the Hilton Honors member and Hilton's efforts to satisfy the future redemption of those Hilton Honors points.

The transaction prices for the Hilton Honors points are reduced by the expected payments to the third parties that will provide the free or discounted room or service using the actuarial projection of the cost per point. The remaining transaction price is then further allocated to the points that are expected to be redeemed, adjusting the points that are issued for estimated breakage, and recognized when those points are redeemed. While the points are outstanding, both the estimate of the expected payments to third parties (cost per point) and the estimated breakage are reevaluated, and the amount of revenue recognized when each point is redeemed is adjusted so that the final amount allocated to the material right is reflective of the amount retained for providing all of the free or discounted goods and services, net of the payments to third parties and points not redeemed.

We also earn license fees from co-brand credit card arrangements (see "Management and franchise revenues" within the "Revenue Recognition" section above). The co-brand license fee is allocated between two performance obligations based on their estimated standalone selling prices: (i) an IP license using the relief-from-royalty method; and (ii) material rights for free or discounted goods or services to the credit card customers using a cost plus method based on an evaluation of other third-party administrators.

We satisfy our performance obligation related to points issued under the Hilton Honors guest loyalty program at a point in time when points are redeemed for a free good or service by the Hilton Honors member, and we satisfy our remaining performance obligations over time as the customer simultaneously receives and consumes the benefits of the goods or services provided. Hilton Honors reimburses participating properties when points are redeemed by members at the respective properties, at which time the redemption obligation is reduced and the related deferred revenue is recognized in other revenues from managed and franchised properties in our consolidated statements of operations. Additionally, when Hilton Honors members redeem award certificates at our owned and leased hotels, we recognize room revenue, included in owned and leased hotels revenue in our consolidated statements of operations.

New Accounting Pronouncements

Recently Issued Accounting Pronouncements

Adopted Accounting Standards

In March 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-07 ("ASU 2017-07"), Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires employers to report the service cost component of net periodic pension cost in the same line item or items of the statement of operations as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic pension cost must be presented separately from the service cost component and outside of a subtotal of income (loss) from operations. We adopted ASU 2017-07 on January 1, 2018 on a retrospective basis in our condensed consolidated statements of operations, which includes presenting: (i) the service cost component of net periodic pension cost in owned and leased hotel expenses and general and administrative expenses; and (ii) the other components of net periodic pension cost in other non-operating income (loss), net in our condensed consolidated statements of operations. Prior to adoption, all net periodic pension costs were presented in owned and leased hotel expenses and general and administrative expenses. We have applied the practical expedient permitting us to use the amounts disclosed in our Employee Benefits Plans note in our Annual Report on Form 10-K for the prior comparative periods as the estimation basis for applying the retrospective presentation requirements. See the "Prior Period Financial Information" below for the effect of the adoption of ASU 2017-07 on our condensed consolidated statement of operations for the three months ended March 31, 2017.

In May 2014, the FASB issued ASU 2014-09. This ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605) and requires entities to recognize revenue when a customer obtains control of promised goods or services and in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. Subsequent to ASU 2014-09, the FASB issued several related ASUs to clarify the application of the new revenue recognition standard, collectively referred to herein as ASU 2014-09. We adopted the requirements of ASU 2014-09 on January 1, 2018 using the full retrospective approach, as permitted by the standard, resulting in a cumulative adjustment to accumulated deficit of $212 million as of January 1, 2016.

The provisions of ASU 2014-09 affected our revenue recognition as follows:

• Application, initiation and other fees are recognized over the term of the franchise contract, rather than upon execution of the contract and the unamortized portion of these fees is included in deferred revenues in our condensed consolidated balance sheets.

• Certain contract acquisition costs related to our management and franchise contracts are recognized over the term of the contracts as a reduction to revenue, instead of as amortization expense. This change does not affect net income (loss).

• Incentive management fees are recognized to the extent that it is probable that a significant reversal will not occur as a result of future hotel profits or cash flows, as opposed to recognizing amounts that would be due if the management contract was terminated at the end of the reporting period. This change does not affect net income (loss) for any full year period.

• Revenue related to our Hilton Honors guest loyalty program is recognized upon point redemption, net of any reward reimbursement paid to a third party, as opposed to recognized on a gross basis at the time points are issued in conjunction with the accrual of the expected future cost of the reward reimbursement. Additionally, points issued at owned and leased hotels are accounted for as a reduction of revenue from owned and leased hotels, as opposed to expenses of owned and leased hotels. Fees received in excess of the estimated liability for guest loyalty program are included in deferred revenues in our condensed consolidated balance sheets.

• Reimbursable fees related to our management and franchise contracts are recognized as they are billed, as opposed to when we incur the related expenses. Timing differences related to the receipt and spend of these fees will no longer be recorded in other assets and other liabilities in our condensed consolidated balance sheets.

We have not retrospectively restated for management and franchise contracts modified before January 1, 2016 for the contract modifications. Instead, we have reflected the aggregate effect of all contract modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price. The estimated effect of applying this practical expedient is to use a longer period over which to straight line any fixed consideration either received from the customer or paid to the customer, since all fees will be amortized over the full contract term beginning on the date of initial execution, rather than amortizing fees received upon contract modifications prospectively from the contract modification date. We do not anticipate that this effect is material given the insignificance of the fixed consideration compared to the overall consideration we expect to earn over the term of the contract. See the "Prior Period Financial Information" below for the effect of the adoption of ASU 2014-09 on our condensed consolidated balance sheet as of December 31, 2017 and our condensed consolidated statement of operations for the three months ended March 31, 2017.

Prior Period Financial Information

The following table presents the effect of the adoption of ASU 2014-09 for the line items affected on our condensed consolidated balance sheet:

	December 31, 2017
	As Previously Reported			Adoption of ASU 2014-09			As Adjusted
	(in millions)
ASSETS
Accounts receivable, net	$	998		$	7		$	1,005
Prepaid expenses	111			16			127
Other current assets	171			(2		)	169
Management and franchise contracts, net	909			44			953
Deferred income tax assets	113			(2		)	111
Other non-current assets	434			(143		)	291
TOTAL ASSETS	14,308			(80		)	14,228
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, accrued expenses and other(1)(2)	1,487			(71		)	1,416
Current portion of deferred revenues(1)	41			325			366
Deferred revenues	97			732			829
Deferred income tax liabilities	1,063			(132		)	931
Other non-current liabilities	1,470			(550		)	920
Total liabilities	12,233			304			12,537
Equity:
Accumulated deficit	(6,596		)	(385		)	(6,981		)
Accumulated other comprehensive loss	(742		)	1			(741		)
Total equity	2,075			(384		)	1,691
TOTAL LIABILITIES AND EQUITY	14,308			(80		)	14,228

____________

⁽¹⁾  The current portion of deferred revenues has been separated from accounts payable, accrued expenses and other in the "As Previously Reported" column following the adoption of ASU 2014-09.

⁽²⁾  The current portion of liability for guest loyalty program has been separated from accounts payable, accrued expenses and other to conform with current presentation. The balance was $622 million as of December 31, 2017 and did not change as a result of the adoption of ASU 2014-09.

The following table presents the effect of the adoption of ASU 2014-09 and ASU 2017-07 on our condensed consolidated statement of operations:

	Three Months Ended March 31, 2017
	As Previously Reported			Adoption of ASU 2014-09			Adoption of ASU 2017-07			As Adjusted
	(in millions)
Revenues
Franchise fees	$	294		$	(12	)	$	—		$	282
Base and other management fees	83			(2		)	—			81
Incentive management fees	52			(3		)	—			49
Owned and leased hotels	300			(4		)	—			296
Other revenues	37			—			—			37
	766			(21		)	—			745
Other revenues from managed and franchised properties	1,395			(244		)	—			1,151
Total revenues	2,161			(265		)	—			1,896
Expenses
Owned and leased hotels	272			(4		)	—			268
Depreciation and amortization	89			(3		)	—			86
General and administrative	105			—			1			106
Other expenses	23			—			—			23
	489			(7		)	1			483
Other expenses from managed and franchised properties	1,395			(199		)	—			1,196
Total expenses	1,884			(206		)	1			1,679
Operating income	277			(59		)	(1		)	217
Interest expense	(104		)	15			—			(89		)
Loss on foreign currency transactions	(4		)	—			—			(4		)
Loss on debt extinguishment	(60		)	—			—			(60		)
Other non-operating income, net	1			—			1			2
Income before income taxes	110			(44		)	—			66
Income tax expense	(35		)	17			—			(18		)
Net income	75			(27		)	—			48
Net income attributable to noncontrolling interests	(1		)	—			—			(1		)
Net income attributable to Hilton stockholders	$	74		$	(27	)	$	—		$	47
Earnings per share:
Basic	$	0.22								$	0.14
Diluted	$	0.22								$	0.14

Accounting Standards Not Yet Adopted

In February 2018, the FASB issued ASU No. 2018-02 ("ASU 2018-02"), Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU permits a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects that do not reflect the appropriate tax rates as a result of the Tax Cuts and Jobs Act of 2017 (the "TCJ Act"). The provisions of ASU 2018-02 are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years and should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax rate in the TCJ Act is recognized. Early adoption is permitted. We are currently evaluating the effect that ASU 2018-02 will have on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02 ("ASU 2016-02"), Leases (Topic 842), which supersedes existing guidance on accounting for leases in Leases (Topic 840) and generally requires all leases, including operating leases, to be recognized in the statement of financial position as right-of-use assets and lease liabilities by lessees. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach and are effective for reporting periods beginning after December 15, 2018; early adoption is permitted. We intend to adopt the standard on January 1, 2019 and apply the package of practical expedients available to us upon adoption. We are continuing to evaluate the effect that this ASU will have on our consolidated financial statements, but we expect this ASU to have a material effect on our consolidated balance sheet.

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Basis of Presentation and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

Prior Period Financial Information

The following table presents the effect of the adoption of ASU 2014-09 for the line items affected on our condensed consolidated balance sheet:

	December 31, 2017
	As Previously Reported			Adoption of ASU 2014-09			As Adjusted
	(in millions)
ASSETS
Accounts receivable, net	$	998		$	7		$	1,005
Prepaid expenses	111			16			127
Other current assets	171			(2		)	169
Management and franchise contracts, net	909			44			953
Deferred income tax assets	113			(2		)	111
Other non-current assets	434			(143		)	291
TOTAL ASSETS	14,308			(80		)	14,228
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, accrued expenses and other(1)(2)	1,487			(71		)	1,416
Current portion of deferred revenues(1)	41			325			366
Deferred revenues	97			732			829
Deferred income tax liabilities	1,063			(132		)	931
Other non-current liabilities	1,470			(550		)	920
Total liabilities	12,233			304			12,537
Equity:
Accumulated deficit	(6,596		)	(385		)	(6,981		)
Accumulated other comprehensive loss	(742		)	1			(741		)
Total equity	2,075			(384		)	1,691
TOTAL LIABILITIES AND EQUITY	14,308			(80		)	14,228

____________

⁽¹⁾  The current portion of deferred revenues has been separated from accounts payable, accrued expenses and other in the "As Previously Reported" column following the adoption of ASU 2014-09.

⁽²⁾  The current portion of liability for guest loyalty program has been separated from accounts payable, accrued expenses and other to conform with current presentation. The balance was $622 million as of December 31, 2017 and did not change as a result of the adoption of ASU 2014-09.

The following table presents the effect of the adoption of ASU 2014-09 and ASU 2017-07 on our condensed consolidated statement of operations:

	Three Months Ended March 31, 2017
	As Previously Reported			Adoption of ASU 2014-09			Adoption of ASU 2017-07			As Adjusted
	(in millions)
Revenues
Franchise fees	$	294		$	(12	)	$	—		$	282
Base and other management fees	83			(2		)	—			81
Incentive management fees	52			(3		)	—			49
Owned and leased hotels	300			(4		)	—			296
Other revenues	37			—			—			37
	766			(21		)	—			745
Other revenues from managed and franchised properties	1,395			(244		)	—			1,151
Total revenues	2,161			(265		)	—			1,896
Expenses
Owned and leased hotels	272			(4		)	—			268
Depreciation and amortization	89			(3		)	—			86
General and administrative	105			—			1			106
Other expenses	23			—			—			23
	489			(7		)	1			483
Other expenses from managed and franchised properties	1,395			(199		)	—			1,196
Total expenses	1,884			(206		)	1			1,679
Operating income	277			(59		)	(1		)	217
Interest expense	(104		)	15			—			(89		)
Loss on foreign currency transactions	(4		)	—			—			(4		)
Loss on debt extinguishment	(60		)	—			—			(60		)
Other non-operating income, net	1			—			1			2
Income before income taxes	110			(44		)	—			66
Income tax expense	(35		)	17			—			(18		)
Net income	75			(27		)	—			48
Net income attributable to noncontrolling interests	(1		)	—			—			(1		)
Net income attributable to Hilton stockholders	$	74		$	(27	)	$	—		$	47
Earnings per share:
Basic	$	0.22								$	0.14
Diluted	$	0.22								$	0.14

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Revenues from Contracts with Customers (Tables)

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Contract Liabilities

The following table summarizes the activity of our contract liabilities, which are classified as a component of current and long-term deferred revenues, during the three months ended March 31, 2018:

	(in millions)
Balance as of December 31, 2017	$	1,087
Cash received in advance and not recognized as revenue	115
Revenue recognized	(60		)
Other(1)	(53		)
Balance as of March 31, 2018	$	1,089

____________

⁽¹⁾  Represents the reclassification from deferred revenues to the current portion of liability for guest loyalty program in our condensed consolidated balance sheet. The reclassification is the result of changes in estimated transaction prices for our performance obligations related to points issued under Hilton Honors due to a change in our expected costs to the third parties providing the good or service associated with the Hilton Honors points.

Performance Obligations

Estimated revenues expected to be recognized related to performance obligations that were unsatisfied as of March 31, 2018, including revenues related to application, initiation and other fees and excluding revenues related to Hilton Honors, royalty fees, base management fees and incentive management fees, were as follows:

Year	(in millions)
2018 (remaining)	$	32
2019	43
2020	47
2021	52
2022	57
Thereafter	323
	$	554

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Consolidated Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2018

Variable Interest Entity, Primary Beneficiary, Does Not Hold Majority Voting Interest, Disclosures [Abstract]

Schedule of Variable Interest Entities

Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily comprised the following:

	March 31,		December 31,
	2018		2017
	(in millions)
Cash and cash equivalents	$	78	$	73
Accounts receivable, net	15		16
Property and equipment, net	59		57
Deferred income tax assets	60		56
Other non-current assets	61		57
Accounts payable, accrued expenses and other	39		43
Long-term debt(1)	222		212

____________

⁽¹⁾  Includes capital lease obligations of $199 million and $191 million as of March 31, 2018 and December 31, 2017, respectively.

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Amortizing Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Other Intangible Assets

Amortizing intangible assets were as follows:

	March 31, 2018
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
	(in millions)
Management and franchise contracts:
Management and franchise contracts recorded at Merger(1)	$	2,247	$	(1,761	)	$	486
Contract acquisition costs	436		(81		)	355
Development commissions	100		(13		)	87
	$	2,783	$	(1,855	)	$	928
Other amortizing intangible assets:
Leases(1)	$	310	$	(162	)	$	148
Capitalized software	596		(440		)	156
Hilton Honors(1)	343		(223		)	120
Other	38		(34		)	4
	$	1,287	$	(859	)	$	428

	December 31, 2017
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
	(in millions)
Management and franchise contracts:
Management and franchise contracts recorded at Merger(1)	$	2,242	$	(1,716	)	$	526
Contract acquisition costs	416		(74		)	342
Development commissions	97		(12		)	85
	$	2,755	$	(1,802	)	$	953
Other amortizing intangible assets:
Leases(1)	$	301	$	(153	)	$	148
Capitalized software	585		(428		)	157
Hilton Honors(1)	341		(217		)	124
Other	38		(34		)	4
	$	1,265	$	(832	)	$	433

____________

⁽¹⁾  Represents intangible assets that were initially recorded at their fair value at the time of the Merger.

Schedule of Future Amortization Expense of Intangible Assets

We estimated future amortization for our amortizing intangible assets as of March 31, 2018 to be as follows:

	Recognized in Depreciation and Amortization Expense		Recognized as a Reduction of Franchise Fee and Base and Other Management Fee Revenues
Year	(in millions)
2018 (remaining)	$	205	$	16
2019	261		22
2020	210		22
2021	71		21
2022	61		21
Thereafter	193		253
	$	1,001	$	355

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Debt (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Long-term debt

Long-term debt balances, including obligations for capital leases, and associated interest rates as of March 31, 2018, were as follows:

	March 31,			December 31,
	2018			2017
	(in millions)
Senior notes with a rate of 4.250%, due 2024	1,000			1,000
Senior notes with a rate of 4.625%, due 2025	900			900
Senior notes with a rate of 4.875%, due 2027	600			600
Senior secured term loan facility with a rate of 3.87%, due 2023	3,919			3,929
Capital lease obligations with an average rate of 6.33%, due 2021 to 2030	241			233
Other debt with an average rate of 2.65%, due 2018 to 2026	23			21
	6,683			6,683
Less: unamortized deferred financing costs and discount	(78		)	(81		)
Less: current maturities of long-term debt(1)	(47		)	(46		)
	$	6,558		$	6,556

____________

⁽¹⁾  Net of unamortized deferred financing costs and discount attributable to current maturities of long-term debt.

Debt maturities

The contractual maturities of our long-term debt as of March 31, 2018 were as follows:

Year	(in millions)
2018 (remaining)	$	41
2019	56
2020	58
2021	59
2022	59
Thereafter	6,410
	$	6,683

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Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2018

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Fair Value of Derivative Instruments

The fair values of our derivative instruments in our condensed consolidated balance sheets were as follows:

		March 31,		December 31,
	Balance Sheet Classification	2018		2017
		(in millions)
Cash Flow Hedges:
Interest rate swaps	Other non-current assets	$	47	$	11
Forward contracts	Accounts payable, accrued expenses and other	1		1
Non-designated Hedges:
Forward contracts	Other current assets	1		4
Forward contracts	Accounts payable, accrued expenses and other	2		1

Earnings Effect of Derivative Instruments

The gains and losses recognized in our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income before any effect for income taxes were as follows: 

		Three Months Ended
		March 31,
	Classification of Gain (Loss) Recognized	2018			2017
		(in millions)
Cash Flow Hedges(1)(2):
Interest rate swaps	Other comprehensive income	$	34		$	(9	)
Interest rate swaps	Interest expense	(2		)	(2		)
Forward contracts	Other comprehensive income	(1		)	N/A
Non-designated Hedges:
Interest rate swaps	Other non-operating income, net	N/A			2
Interest rate swaps(3)	Interest expense	(3		)	(3		)
Forward contracts	Gain (loss) on foreign currency transactions	1			1

____________

⁽¹⁾  There were no amounts recognized in earnings related to hedge ineffectiveness or amounts excluded from hedge effectiveness testing during the three months ended March 31, 2018 and 2017.

⁽²⁾  The earnings effect of the Fee Forward Contracts on fee revenues for the three months ended March 31, 2018 was less than $1 million.

⁽³⁾  These amounts are related to the dedesignation of interest rate swaps in 2016 that no longer met the criteria for hedge accounting and were settled in 2017. The amounts were reclassified from accumulated other comprehensive loss as the underlying transactions occurred.

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

The fair values of certain financial instruments and the hierarchy level we used to estimate the fair values are shown below, see Note 7: "Derivative Instruments and Hedging Activities" for the fair value information of our derivatives:

	March 31, 2018
			Hierarchy Level
	Carrying Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	237	$	—	$	237	$	—
Restricted cash equivalents	12		—		12		—
Liabilities:
Long-term debt(1)	6,341		2,471		—		3,951

	December 31, 2017
			Hierarchy Level
	Carrying Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	284	$	—	$	284	$	—
Restricted cash equivalents	12		—		12		—
Liabilities:
Long-term debt(1)	6,348		2,575		—		3,954

____________

⁽¹⁾ The carrying values include unamortized deferred financing costs and discount. The carrying values and fair values exclude capital lease obligations and other debt.

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Stock Options Valuation Assumptions

The weighted average grant date fair value per share of the options granted during the three months ended March 31, 2018 was $23.78, which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:

Expected volatility(1)	27.99	%
Dividend yield(2)	0.74	%
Risk-free rate(3)	2.73	%
Expected term (in years)(4)	6.0

____________

⁽¹⁾  Estimated using historical movement of Hilton's stock price.

⁽²⁾  Estimated based on the current quarterly dividend and the three-month average stock price at the date of grant.

⁽³⁾  Based on the yields of U.S. Department of Treasury instruments with similar expected lives.

⁽⁴⁾  Estimated using the average of the vesting periods and the contractual term of the options.

Schedule of Additional Information on Performance Shares

We determined that the performance conditions for performance shares issued in 2018 and 2017 are probable of achievement and, as of March 31, 2018, we recognized compensation expense based on the following anticipated achievement percentages for these performance shares:

	EBITDA CAGR		FCF CAGR
2017 performance shares	200	%	200	%
2018 performance shares	150	%	125	%

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Stockholders' Equity and Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Schedule of Stockholders' Equity

The changes in the components of stockholders' equity were as follows:

	Equity Attributable to Hilton Stockholders
					Treasury Stock			Additional Paid-in Capital			Accumulated Deficit(1)			Accumulated Other Comprehensive Loss
	Common Stock																Noncontrolling Interests
	Shares		Amount																Total
	(in millions)
Balance as of December 31, 2017	317		$	3	$	(891	)	$	10,298		$	(6,981	)	$	(741	)	$	3	$	1,691
Share-based compensation	1		—		—			(10		)	—			—			—		(10		)
Repurchases of common stock	(1	)	—		(110		)	—			—			—			—		(110		)
Net income	—		—		—			—			161			—			2		163
Other comprehensive income	—		—		—			—			—			61			—		61
Dividends	—		—		—			—			(48		)	—			—		(48		)
Balance as of March 31, 2018	317		$	3	$	(1,001	)	$	10,288		$	(6,868	)	$	(680	)	$	5	$	1,747

	Equity Attributable to Hilton Stockholders
					Treasury Stock			Additional Paid-in Capital			Accumulated Deficit(1)			Accumulated Other Comprehensive Loss
	Common Stock																Noncontrolling Interests(2)
	Shares		Amount																	Total
	(in millions)
Balance as of December 31, 2016	329		$	3	$	—		$	10,220		$	(3,545	)	$	(1,001	)	$	(50	)	$	5,627
Share-based compensation	2		—		—			(7		)	—			—			—			(7		)
Repurchases of common stock	(1	)	—		(70		)	—			—			—			—			(70		)
Net income	—		—		—			—			47			—			1			48
Other comprehensive income (loss)	—		—		—			—			—			20			(1		)	19
Dividends	—		—		—			—			(50		)	—			—			(50		)
Spin-offs of Park and HGV	—		—		—			—			(4,318		)	63			49			(4,206		)
Cumulative effect of the adoption of ASU 2016-09	—		—		—			1			(1		)	—			—			—
Distributions	—		—		—			—			—			—			(1		)	(1		)
Balance as of March 31, 2017	330		$	3	$	(70	)	$	10,214		$	(7,867	)	$	(918	)	$	(2	)	$	1,360

___________

⁽¹⁾  Includes adjustments of $385 million and $222 million as of December 31, 2017 and 2016, respectively, as a result of the adoption of ASU 2014-09 as of January 1, 2016. See Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" for additional information.

⁽²⁾  Other comprehensive loss was related to a currency translation adjustment.

Schedule of Accumulated Other Comprehensive Loss

The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows:

	Currency Translation Adjustment(1)			Pension Liability Adjustment(2)			Cash Flow Hedge Adjustment(3)		Total
	(in millions)
Balance as of December 31, 2017	$	(513	)	$	(229	)	$	1	$	(741	)
Other comprehensive income (loss) before reclassifications	32			(1		)	24		55
Amounts reclassified from accumulated other comprehensive loss	—			2			4		6
Net current period other comprehensive income	32			1			28		61
Balance as of March 31, 2018	$	(481	)	$	(228	)	$	29	$	(680	)

	Currency Translation Adjustment(1)			Pension Liability Adjustment(2)			Cash Flow Hedge Adjustment(3)			Total
	(in millions)
Balance as of December 31, 2016	$	(738	)	$	(251	)	$	(12	)	$	(1,001	)
Other comprehensive income (loss) before reclassifications	21			(1		)	(5		)	15
Amounts reclassified from accumulated other comprehensive loss	—			2			3			5
Net current period other comprehensive income (loss)	21			1			(2		)	20
Spin-offs of Park and HGV	63			—			—			63
Balance as of March 31, 2017	$	(654	)	$	(250	)	$	(14	)	$	(918	)

____________

⁽¹⁾  Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature.

⁽²⁾  Amounts reclassified include the amortization of prior service cost and the amortization of net loss that were included in our computation of net periodic pension cost. They were recognized in other non-operating income, net in our condensed consolidated statements of operations and are presented net of a $1 million tax benefit for the three months ended March 31, 2018 and 2017.

⁽³⁾  Amounts reclassified relate to the designated interest rate swaps, as well as the interest rate swaps that were dedesignated in 2016 and settled in 2017. The amounts were recognized in interest expense in our condensed consolidated statements of operations and are presented net of a tax benefit of $1 million and $2 million for the three months ended March 31, 2018 and 2017, respectively.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Basic and Diluted Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share ("EPS"):

	Three Months Ended
	March 31,
	2018		2017
	(in millions, except per share amounts)
Basic EPS:
Numerator:
Net income attributable to Hilton stockholders	$	161	$	47
Denominator:
Weighted average shares outstanding	316		330
Basic EPS	$	0.51	$	0.14
Diluted EPS:
Numerator:
Net income attributable to Hilton stockholders	$	161	$	47
Denominator:
Weighted average shares outstanding	319		331
Diluted EPS	$	0.51	$	0.14

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Business Segments (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Reconciliation of Revenue from Segment Amounts to Consolidated Amounts

The following table presents revenues for our reportable segments, reconciled to consolidated amounts:

	Three Months Ended
	March 31,
	2018			2017
	(in millions)
Franchise fees	$	333		$	283
Base and other management fees(1)	90			90
Incentive management fees	55			49
Management and franchise	478			422
Ownership	334			296
Segment revenues	812			718
Amortization of contract acquisition costs	(7		)	(3		)
Other revenues	23			37
Direct reimbursements from managed and franchised properties	699			663
Indirect reimbursements from managed and franchised properties	555			488
Intersegment fees elimination(1)	(8		)	(7		)
Total revenues	$	2,074		$	1,896

____________

⁽¹⁾  Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.

Reconciliation of Segment Operating Income to Income Before Income Taxes

The following table presents operating income for our reportable segments, reconciled to consolidated income before income taxes:

	Three Months Ended
	March 31,
	2018			2017
	(in millions)
Management and franchise(1)	$	478		$	422
Ownership(1)	6			21
Segment operating income	484			443
Amortization of contract acquisition costs	(7		)	(3		)
Other revenues, less other expenses	9			14
Net other expenses from managed and franchised properties	(21		)	(45		)
Depreciation and amortization	(82		)	(86		)
General and administrative	(104		)	(106		)
Operating income	279			217
Interest expense	(83		)	(89		)
Gain (loss) on foreign currency transactions	11			(4		)
Loss on debt extinguishment	—			(60		)
Other non-operating income, net	14			2
Income before income taxes	$	221		$	66

____________

⁽¹⁾  Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.

Schedule of Assets by Segment

The following table presents total assets for our reportable segments, reconciled to consolidated amounts:

	March 31,		December 31,
	2018		2017
	(in millions)
Management and franchise	$	11,435	$	11,505
Ownership	994		964
Corporate and other	1,831		1,759
	$	14,260	$	14,228

Schedule of Capital Expenditures by Segment

The following table presents capital expenditures for property and equipment for our reportable segments, reconciled to consolidated amounts:

	Three Months Ended
	March 31,
	2018		2017
	(in millions)
Ownership	$	7	$	6
Corporate and other	3		3
	$	10	$	9

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Condensed Consolidating Guarantor Financial Information (Tables)

3 Months Ended

Mar. 31, 2018

Condensed Consolidating Guarantor Financial Information [Abstract]

Condensed Balance Sheet

	March 31, 2018
	Parent		HWF Issuers		HOC		Guarantors		Non-Guarantors		Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	2	$	14	$	594	$	—		$	610
Restricted cash and cash equivalents	—		—		33		10		30		—			73
Accounts receivable, net	—		—		17		700		263		—			980
Intercompany receivables	—		—		—		—		40		(40		)	—
Prepaid expenses	—		—		18		51		95		(3		)	161
Other	—		—		1		17		166		—			184
Total current assets	—		—		71		792		1,188		(43		)	2,008
Intangibles and Other Assets:
Investments in subsidiaries	1,737		7,092		8,301		1,737		—		(18,867		)	—
Goodwill	—		—		—		3,824		1,387		—			5,211
Brands	—		—		—		4,404		498		—			4,902
Management and franchise contracts, net	—		—		—		620		308		—			928
Other intangible assets, net	—		—		—		278		150		—			428
Property and equipment, net	—		—		19		66		273		—			358
Deferred income tax assets	5		—		104		—		136		(134		)	111
Other	—		55		33		67		159		—			314
Total intangibles and other assets	1,742		7,147		8,457		10,996		2,911		(19,001		)	12,252
TOTAL ASSETS	$	1,742	$	7,147	$	8,528	$	11,788	$	4,099	$	(19,044	)	$	14,260
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	—	$	39	$	126	$	555	$	625	$	(1	)	$	1,344
Current portion of deferred revenues	—		—		63		268		13		(2		)	342
Intercompany payables	—		—		40		—		—		(40		)	—
Current maturities of long-term debt	—		32		—		—		15		—			47
Income taxes payable	—		—		—		22		41		—			63
Current portion of liability for guest loyalty program	—		—		—		692		—		—			692
Total current liabilities	—		71		229		1,537		694		(43		)	2,488
Long-term debt	—		5,325		984		—		249		—			6,558
Deferred revenues	—		—		—		766		62		—			828
Deferred income tax liabilities	—		14		—		1,021		—		(134		)	901
Liability for guest loyalty program	—		—		—		841		—		—			841
Other	—		—		223		61		613		—			897
Total liabilities	—		5,410		1,436		4,226		1,618		(177		)	12,513
Equity:
Total Hilton stockholders' equity	1,742		1,737		7,092		7,562		2,476		(18,867		)	1,742
Noncontrolling interests	—		—		—		—		5		—			5
Total equity	1,742		1,737		7,092		7,562		2,481		(18,867		)	1,747
TOTAL LIABILITIES AND EQUITY	$	1,742	$	7,147	$	8,528	$	11,788	$	4,099	$	(19,044	)	$	14,260

	December 31, 2017
	Parent		HWF Issuers		HOC		Guarantors		Non-Guarantors		Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	2	$	18	$	550	$	—		$	570
Restricted cash and cash equivalents	—		—		61		10		29		—			100
Accounts receivable, net	—		—		18		712		275		—			1,005
Intercompany receivables	—		—		—		—		40		(40		)	—
Prepaid expenses	—		—		25		24		84		(6		)	127
Income taxes receivable	—		—		—		60		—		(24		)	36
Other	—		—		1		13		155		—			169
Total current assets	—		—		107		837		1,133		(70		)	2,007
Intangibles and Other Assets:
Investments in subsidiaries	1,697		7,067		8,326		1,697		—		(18,787		)	—
Goodwill	—		—		—		3,824		1,366		—			5,190
Brands	—		—		—		4,405		485		—			4,890
Management and franchise contracts, net	—		—		2		645		306		—			953
Other intangible assets, net	—		—		1		283		149		—			433
Property and equipment, net	—		—		20		67		266		—			353
Deferred income tax assets	6		—		104		—		127		(126		)	111
Other	—		20		32		67		172		—			291
Total intangibles and other assets	1,703		7,087		8,485		10,988		2,871		(18,913		)	12,221
TOTAL ASSETS	$	1,703	$	7,087	$	8,592	$	11,825	$	4,004	$	(18,983	)	$	14,228
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	15	$	20	$	184	$	576	$	624	$	(3	)	$	1,416
Current portion of deferred revenues	—		—		90		266		13		(3		)	366
Intercompany payables	—		—		40		—		—		(40		)	—
Current maturities of long-term debt	—		32		—		—		14		—			46
Income taxes payable	—		—		—		—		36		(24		)	12
Current portion of liability for guest loyalty program	—		—		—		622		—		—			622
Total current liabilities	15		52		314		1,464		687		(70		)	2,462
Long-term debt	—		5,333		983		—		240		—			6,556
Deferred revenues	—		—		—		770		59		—			829
Deferred income tax liabilities	—		5		—		1,052		—		(126		)	931
Liability for guest loyalty program	—		—		—		839		—		—			839
Other	—		—		228		64		628		—			920
Total liabilities	15		5,390		1,525		4,189		1,614		(196		)	12,537
Equity:
Total Hilton stockholders' equity	1,688		1,697		7,067		7,636		2,387		(18,787		)	1,688
Noncontrolling interests	—		—		—		—		3		—			3
Total equity	1,688		1,697		7,067		7,636		2,390		(18,787		)	1,691
TOTAL LIABILITIES AND EQUITY	$	1,703	$	7,087	$	8,592	$	11,825	$	4,004	$	(18,983	)	$	14,228

Condensed Statement of Income and Comprehensive Income

	Three Months Ended March 31, 2018
	Parent		HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise fees	$	—	$	—		$	44		$	262		$	29		$	(4	)	$	331
Base and other management fees	—		—			—			51			26			—			77
Incentive management fees	—		—			—			21			34			—			55
Owned and leased hotels	—		—			—			—			334			—			334
Other revenues	—		—			2			24			2			(5		)	23
	—		—			46			358			425			(9		)	820
Other revenues from managed and franchised properties	—		—			44			1,070			140			—			1,254
Total revenues	—		—			90			1,428			565			(9		)	2,074
Expenses
Owned and leased hotels	—		—			—			—			320			—			320
Depreciation and amortization	—		—			1			60			21			—			82
General and administrative	—		—			73			—			35			(4		)	104
Other expenses	—		—			2			7			9			(4		)	14
	—		—			76			67			385			(8		)	520
Other expenses from managed and franchised properties	—		—			46			1,084			145			—			1,275
Total expenses	—		—			122			1,151			530			(8		)	1,795
Operating income (loss)	—		—			(32		)	277			35			(1		)	279
Interest expense	—		(61		)	(13		)	—			(10		)	1			(83		)
Gain (loss) on foreign currency transactions	—		—			(3		)	8			6			—			11
Other non-operating income, net	—		—			3			8			3			—			14
Income (loss) before income taxes and equity in earnings from subsidiaries	—		(61		)	(45		)	293			34			—			221
Income tax benefit (expense)	—		15			13			(73		)	(13		)	—			(58		)
Income (loss) before equity in earnings from subsidiaries	—		(46		)	(32		)	220			21			—			163
Equity in earnings from subsidiaries	161		207			239			161			—			(768		)	—
Net income	161		161			207			381			21			(768		)	163
Net income attributable to noncontrolling interests	—		—			—			—			(2		)	—			(2		)
Net income attributable to Hilton stockholders	$	161	$	161		$	207		$	381		$	19		$	(768	)	$	161
Comprehensive income	$	222	$	190		$	207		$	382		$	52		$	(829	)	$	224
Comprehensive income attributable to noncontrolling interests	—		—			—			—			(2		)	—			(2		)
Comprehensive income attributable to Hilton stockholders	$	222	$	190		$	207		$	382		$	50		$	(829	)	$	222

	Three Months Ended March 31, 2017
	Parent		HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise fees	$	—	$	—		$	19		$	244		$	23		$	(4	)	$	282
Base and other management fees	—		—			—			49			32			—			81
Incentive management fees	—		—			—			20			29			—			49
Owned and leased hotels	—		—			—			—			296			—			296
Other revenues	—		—			20			13			4			—			37
	—		—			39			326			384			(4		)	745
Other revenues from managed and franchised properties	—		—			41			981			129			—			1,151
Total revenues	—		—			80			1,307			513			(4		)	1,896
Expenses
Owned and leased hotels	—		—			—			—			268			—			268
Depreciation and amortization	—		—			1			62			23			—			86
General and administrative	—		—			79			2			25			—			106
Other expenses	—		—			12			7			8			(4		)	23
	—		—			92			71			324			(4		)	483
Other expenses from managed and franchised properties	—		—			42			1,026			128			—			1,196
Total expenses	—		—			134			1,097			452			(4		)	1,679
Operating income (loss)	—		—			(54		)	210			61			—			217
Interest expense	—		(63		)	(16		)	—			(10		)	—			(89		)
Gain (loss) on foreign currency transactions	—		—			11			21			(36		)	—			(4		)
Loss on debt extinguishment	—		(60		)	—			—			—			—			(60		)
Other non-operating income (loss), net	—		(3		)	1			1			3			—			2
Income (loss) before income taxes and equity in earnings from subsidiaries	—		(126		)	(58		)	232			18			—			66
Income tax benefit (expense)	—		50			24			(87		)	(5		)	—			(18		)
Income (loss) before equity in earnings from subsidiaries	—		(76		)	(34		)	145			13			—			48
Equity in earnings from subsidiaries	47		123			157			47			—			(374		)	—
Net income	47		47			123			192			13			(374		)	48
Net income attributable to noncontrolling interests	—		—			—			—			(1		)	—			(1		)
Net income attributable to Hilton stockholders	$	47	$	47		$	123		$	192		$	12		$	(374	)	$	47
Comprehensive income	$	67	$	45		$	127		$	192		$	30		$	(394	)	$	67
Comprehensive income attributable to noncontrolling interests	—		—			—			—			—			—			—
Comprehensive income attributable to Hilton stockholders	$	67	$	45		$	127		$	192		$	30		$	(394	)	$	67

Condensed Cash Flow Statement

	Three Months Ended March 31, 2018
	Parent			HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations		Total
	(in millions)
Operating Activities:
Net cash provided by (used in) operating activities	$	—		$	(46	)	$	(29	)	$	307		$	11		$	—	$	243
Investing Activities:
Capital expenditures for property and equipment	—			—			—			(1		)	(9		)	—		(10		)
Capitalized software costs	—			—			—			(15		)	—			—		(15		)
Other	—			—			—			(2		)	1			—		(1		)
Net cash used in investing activities	—			—			—			(18		)	(8		)	—		(26		)
Financing Activities:
Repayment of debt	—			(10		)	—			—			(4		)	—		(14		)
Intercompany transfers	157			56			41			(293		)	39			—		—
Dividends paid	(47		)	—			—			—			—			—		(47		)
Repurchases of common stock	(110		)	—			—			—			—			—		(110		)
Tax withholdings on share-based compensation	—			—			(40		)	—			—			—		(40		)
Net cash provided by (used in) financing activities	—			46			1			(293		)	35			—		(211		)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	—			—			—			—			7			—		7
Net increase (decrease) in cash, restricted cash and cash equivalents	—			—			(28		)	(4		)	45			—		13
Cash, restricted cash and cash equivalents, beginning of period	—			—			63			28			579			—		670
Cash, restricted cash and cash equivalents, end of period	$	—		$	—		$	35		$	24		$	624		$	—	$	683

	Three Months Ended March 31, 2017
	Parent			HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Operating Activities:
Net cash provided by (used in) operating activities	$	—		$	—		$	(102	)	$	48		$	107		$	(3	)	$	50
Investing Activities:
Capital expenditures for property and equipment	—			—			—			(1		)	(8		)	—			(9		)
Capitalized software costs	—			—			—			(9		)	—			—			(9		)
Other	—			(13		)	—			(6		)	—			—			(19		)
Net cash used in investing activities	—			(13		)	—			(16		)	(8		)	—			(37		)
Financing Activities:
Borrowings	—			1,823			—			—			—			—			1,823
Repayment of debt	—			(1,823		)	—			—			(1		)	—			(1,824		)
Debt issuance costs and redemption premium	—			(66		)	—			—			—			—			(66		)
Repayment of intercompany borrowings	—			—			(3		)	—			—			3			—
Intercompany transfers	119			79			133			(42		)	(289		)	—			—
Dividends paid	(49		)	—			—			—			—			—			(49		)
Cash transferred in spin-offs of Park and HGV	—			—			—			—			(501		)	—			(501		)
Repurchases of common stock	(70		)	—			—			—			—			—			(70		)
Distributions to noncontrolling interests	—			—			—			—			(1		)	—			(1		)
Tax withholdings on share-based compensation	—			—			(28		)	—			—			—			(28		)
Net cash provided by (used in) financing activities	—			13			102			(42		)	(792		)	3			(716		)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	—			—			—			—			5			—			5
Net decrease in cash, restricted cash and cash equivalents	—			—			—			(10		)	(688		)	—			(698		)
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	—			—			90			31			1,062			—			1,183
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	—			—			—			—			501			—			501
Cash, restricted cash and cash equivalents, beginning of period	—			—			90			31			1,563			—			1,684
Cash, restricted cash and cash equivalents, end of period	$	—		$	—		$	90		$	21		$	875		$	—		$	986

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Organization (Details)	Mar. 31, 2018 Room Country Hotel Rate
Organization and Basis of Presentation [Line Items]
Number of hotel and resort properties | Hotel	5,339
Number of hotel and resort rooms | Room	863,241
Number of countries and territories | Country	106
HNA Tourism Group Co., Ltd. [Member]
Organization and Basis of Presentation [Line Items]
Common stock ownership percentage | Rate	26.00%

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Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Jan. 01, 2016
Accounting Policies [Line Items]
Cumulative effect of the adoption of an ASU		$ 0
Accounting Standards Update 2014-09 [Member]
Accounting Policies [Line Items]
Cumulative effect of the adoption of an ASU			$ 212
Management contracts [Member] | Minimum [member]
Accounting Policies [Line Items]
Useful life, intangibles	13 years
Management contracts [Member] | Maximum [member]
Accounting Policies [Line Items]
Useful life, intangibles	16 years
Management contract acquisition costs [Member] | Minimum [member]
Accounting Policies [Line Items]
Useful life, intangibles	20 years
Management contract acquisition costs [Member] | Maximum [member]
Accounting Policies [Line Items]
Useful life, intangibles	30 years
Franchise contracts [Member] | Minimum [member]
Accounting Policies [Line Items]
Useful life, intangibles	12 years
Franchise contracts [Member] | Maximum [member]
Accounting Policies [Line Items]
Useful life, intangibles	13 years
Franchise contract acquisition costs [Member] | Minimum [member]
Accounting Policies [Line Items]
Useful life, intangibles	10 years
Franchise contract acquisition costs [Member] | Maximum [member]
Accounting Policies [Line Items]
Useful life, intangibles	20 years
Leases [member] | Minimum [member]
Accounting Policies [Line Items]
Useful life, intangibles	12 years
Leases [member] | Maximum [member]
Accounting Policies [Line Items]
Useful life, intangibles	35 years
Hilton Honors intangible [Member]
Accounting Policies [Line Items]
Useful life, intangibles	16 years
Capitalized software development costs [Member]
Accounting Policies [Line Items]
Useful life, intangibles	3 years

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Basis of Presentation and Summary of Significant Accounting Policies - Prior Period Financial Information (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accounts receivable, net		$ 980		$ 1,005
Prepaid expenses		161		127
Other current assets		184		169
Management and franchise contracts, net		928		953
Deferred income tax assets		111		111
Other non-current assets		314		291
Total assets		14,260		14,228
Accounts payable, accrued expenses and other		1,344		1,416
Current portion of deferred revenues		342		366
Deferred revenues		828		829
Deferred income tax liabilities		901		931
Other non-current liabilities		897		920
Total liabilities		12,513		12,537
Accumulated deficit		(6,868)		(6,981)
Accumulated other comprehensive loss		(680)	$ (918)	(741)	$ (1,001)
Total equity		1,747	1,360	1,691	5,627
Total liabilities and equity		14,260		14,228
Current portion of liability for guest loyalty program		692		622
Franchise fees		331	282
Base and other management fees		77	81
Incentive management fees		55	49
Owned and leased hotels		334	296
Other revenues		23	37
Total revenues excluding reimburseable revenues.		820	745
Other revenues from managed and franchised properties		1,254	1,151
Total revenues		2,074	1,896
Owned and leased hotels		320	268
Depreciation and amortization		82	86
General and administrative		104	106
Other expenses		14	23
Total expenses excluding reimbursable expenses		520	483
Other expenses from managed and franchised properties		1,275	1,196
Total expenses		1,795	1,679
Operating income		279	217
Interest expense		(83)	(89)
Loss on foreign currency transactions		11	(4)
Loss on debt extinguishment		0	(60)
Other non-operating income, net		14	2
Income before income taxes		221	66
Income tax expense		(58)	(18)
Net income		163	48
Net income attributable to noncontrolling interests		(2)	(1)
Net income attributable to Hilton stockholders		$ 161	$ 47
Net income per share, basic		$ 0.51	$ 0.14
Net income per share, diluted		$ 0.51	$ 0.14
Scenario, Previously Reported [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accounts receivable, net				998
Prepaid expenses				111
Other current assets				171
Management and franchise contracts, net				909
Deferred income tax assets				113
Other non-current assets				434
Total assets				14,308
Accounts payable, accrued expenses and other	[1],[2]			1,487
Current portion of deferred revenues	[1]			41
Deferred revenues				97
Deferred income tax liabilities				1,063
Other non-current liabilities				1,470
Total liabilities				12,233
Accumulated deficit				(6,596)
Accumulated other comprehensive loss				(742)
Total equity				2,075
Total liabilities and equity				14,308
Franchise fees			$ 294
Base and other management fees			83
Incentive management fees			52
Owned and leased hotels			300
Other revenues			37
Total revenues excluding reimburseable revenues.			766
Other revenues from managed and franchised properties			1,395
Total revenues			2,161
Owned and leased hotels			272
Depreciation and amortization			89
General and administrative			105
Other expenses			23
Total expenses excluding reimbursable expenses			489
Other expenses from managed and franchised properties			1,395
Total expenses			1,884
Operating income			277
Interest expense			(104)
Loss on foreign currency transactions			(4)
Loss on debt extinguishment			(60)
Other non-operating income, net			1
Income before income taxes			110
Income tax expense			35
Net income			75
Net income attributable to noncontrolling interests			(1)
Net income attributable to Hilton stockholders			$ 74
Net income per share, basic			$ 0.22
Net income per share, diluted			$ 0.22
Accounting Standards Update 2014-09 [Member] | Restatement Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accounts receivable, net				7
Prepaid expenses				16
Other current assets				(2)
Management and franchise contracts, net				44
Deferred income tax assets				(2)
Other non-current assets				(143)
Total assets				(80)
Accounts payable, accrued expenses and other				(71)
Current portion of deferred revenues				325
Deferred revenues				732
Deferred income tax liabilities				(132)
Other non-current liabilities				(550)
Total liabilities				304
Accumulated deficit				(385)	$ (222)
Accumulated other comprehensive loss				1
Total equity				(384)
Total liabilities and equity				$ (80)
Franchise fees			$ (12)
Base and other management fees			(2)
Incentive management fees			(3)
Owned and leased hotels			(4)
Other revenues			0
Total revenues excluding reimburseable revenues.			(21)
Other revenues from managed and franchised properties			(244)
Total revenues			(265)
Owned and leased hotels			(4)
Depreciation and amortization			(3)
General and administrative			0
Other expenses			0
Total expenses excluding reimbursable expenses			(7)
Other expenses from managed and franchised properties			(199)
Total expenses			(206)
Operating income			(59)
Interest expense			(15)
Loss on foreign currency transactions			0
Loss on debt extinguishment			0
Other non-operating income, net			0
Income before income taxes			(44)
Income tax expense			(17)
Net income			(27)
Net income attributable to noncontrolling interests			0
Net income attributable to Hilton stockholders			(27)
Accounting Standards Update 2017-07 [Member] | Restatement Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Franchise fees			0
Base and other management fees			0
Incentive management fees			0
Owned and leased hotels			0
Other revenues			0
Total revenues excluding reimburseable revenues.			0
Other revenues from managed and franchised properties			0
Total revenues			0
Owned and leased hotels			0
Depreciation and amortization			0
General and administrative			1
Other expenses			0
Total expenses excluding reimbursable expenses			1
Other expenses from managed and franchised properties			0
Total expenses			1
Operating income			(1)
Interest expense			0
Loss on foreign currency transactions			0
Loss on debt extinguishment			0
Other non-operating income, net			1
Income before income taxes			0
Income tax expense			0
Net income			0
Net income attributable to noncontrolling interests			0
Net income attributable to Hilton stockholders			$ 0

[1] The current portion of deferred revenues has been separated from accounts payable, accrued expenses and other in the "As Previously Reported" column following the adoption of ASU 2014-09.

[2] The current portion of liability for guest loyalty program has been separated from accounts payable, accrued expenses and other to conform with current presentation. The balance was $622 million as of December 31, 2017 and did not change as a result of the adoption of ASU 2014-09.

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Revenues from Contracts with Customers - Contract Liabilities (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2018	Dec. 31, 2017
Revenue from Contract with Customer [Abstract]
Contract liabilities		$ 1,089	$ 1,087
Cash received in advance and not recognized as revenue		115
Revenue recognized		(60)
Other	[1]	$ (53)

[1] Represents the reclassification from deferred revenues to the current portion of liability for guest loyalty program in our condensed consolidated balance sheet. The reclassification is the result of changes in estimated transaction prices for our performance obligations related to points issued under Hilton Honors due to a change in our expected costs to the third parties providing the good or service associated with the Hilton Honors points.

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Revenues from Contracts with Customers - Performance Obligations (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Unsatisfied performance obligations, excluding loyalty program [member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 554
Unsatisfied performance obligations, excluding loyalty program [member] | 2018 (remaining)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	32
Unsatisfied performance obligations, excluding loyalty program [member] | 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	43
Unsatisfied performance obligations, excluding loyalty program [member] | 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	47
Unsatisfied performance obligations, excluding loyalty program [member] | 2021
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	52
Unsatisfied performance obligations, excluding loyalty program [member] | 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	57
Unsatisfied performance obligations, excluding loyalty program [member] | Thereafter
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	323
Loyalty program [member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 535
Expected timing of satisfaction of performance obligations	2 years

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Consolidated Variable Interest Entities - Additional Information (Details) - Entity	Mar. 31, 2018	Dec. 31, 2017
Variable Interest Entity [Line Items]
Number of consolidated variable interest entities	3	3
Hotel VIEs [member]
Variable Interest Entity [Line Items]
Number of consolidated variable interest entities	2	2
Management company VIE [member]
Variable Interest Entity [Line Items]
Number of consolidated variable interest entities	1	1

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Consolidated Variable Interest Entities - Schedule of Consolidated Variable Interest Entities (Details) - USD ($) $ in Millions		Mar. 31, 2018	Dec. 31, 2017
Variable Interest Entity [Line Items]
Cash and cash equivalents		$ 610	$ 570
Accounts receivable, net		980	1,005
Property and equipment, net		358	353
Deferred income tax assets		111	111
Other non-current assets		314	291
Accounts payable, accrued expenses and other		1,344	1,416
Long-term debt		6,558	6,556
Consolidated VIEs [member]
Variable Interest Entity [Line Items]
Cash and cash equivalents		78	73
Accounts receivable, net		15	16
Property and equipment, net		59	57
Deferred income tax assets		60	56
Other non-current assets		61	57
Accounts payable, accrued expenses and other		39	43
Long-term debt	[1]	222	212
Capital lease obligations [member] | Consolidated VIEs [member]
Variable Interest Entity [Line Items]
Long-term debt		$ 199	$ 191

[1] Includes capital lease obligations of $199 million and $191 million as of March 31, 2018 and December 31, 2017, respectively.

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Amortizing Intangible Assets - Schedule of Finite Lived Intangible Assets (Details) - USD ($) $ in Millions		Mar. 31, 2018	Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Management and franchise contracts, gross		$ 2,783	$ 2,755
Other intangible assets, gross		1,287	1,265
Management and franchise contracts, accumulated amortization		(1,855)	(1,802)
Other intangible assets, accumulated amortization		(859)	(832)
Management and franchise contracts, net		928	953
Other intangible assets, net		428	433
Management and franchise contracts recorded at merger [member]
Finite-Lived Intangible Assets [Line Items]
Management and franchise contracts, gross	[1]	2,247	2,242
Management and franchise contracts, accumulated amortization	[1]	(1,761)	(1,716)
Management and franchise contracts, net	[1]	486	526
Contract acquisition costs [member]
Finite-Lived Intangible Assets [Line Items]
Management and franchise contracts, gross		436	416
Management and franchise contracts, accumulated amortization		(81)	(74)
Management and franchise contracts, net		355	342
Development commissions [member]
Finite-Lived Intangible Assets [Line Items]
Management and franchise contracts, gross		100	97
Management and franchise contracts, accumulated amortization		(13)	(12)
Management and franchise contracts, net		87	85
Leases [member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets, gross	[1]	310	301
Other intangible assets, accumulated amortization	[1]	(162)	(153)
Other intangible assets, net	[1]	148	148
Capitalized software [member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets, gross		596	585
Other intangible assets, accumulated amortization		(440)	(428)
Other intangible assets, net		156	157
Hilton Honors [member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets, gross	[1]	343	341
Other intangible assets, accumulated amortization	[1]	(223)	(217)
Other intangible assets, net	[1]	120	124
Other [member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets, gross		38	38
Other intangible assets, accumulated amortization		(34)	(34)
Other intangible assets, net		$ 4	$ 4

[1] Represents intangible assets that were initially recorded at their fair value at the time of the Merger.

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Amortizing Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Depreciation and amortization [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 69	$ 70
Franchise fee and base and other management fee revenues [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	7	3
Development commissions [member] | Depreciation and amortization [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 1	$ 1

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Amortizing Intangible Assets - Schedule of Future Amortization (Details) $ in Millions	Mar. 31, 2018 USD ($)
Depreciation and amortization [Member]
Finite-Lived Intangible Assets [Line Items]
2018 (remaining)	$ 205
2019	261
2020	210
2021	71
2022	61
Thereafter	193
Amortizing intangible assets, net	1,001
Franchise fee and base and other management fee revenues [Member]
Finite-Lived Intangible Assets [Line Items]
2018 (remaining)	16
2019	22
2020	22
2021	21
2022	21
Thereafter	253
Amortizing intangible assets, net	$ 355

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Debt - Long-term Debt (Details) - USD ($) $ in Millions		Mar. 31, 2018	Dec. 31, 2017	Mar. 01, 2017
Debt Instrument [Line Items]
Long-term debt, gross		$ 6,683	$ 6,683
Unamortized deferred financing costs and discount		(78)	(81)
Long-term debt, current maturities	[1]	(47)	(46)
Long-term debt		6,558	6,556
Senior notes due 2024 [member]
Debt Instrument [Line Items]
Long-term debt, gross		$ 1,000	1,000
Debt instrument, interest rate, stated percentage		4.25%
Senior notes due 2025 [member]
Debt Instrument [Line Items]
Long-term debt, gross		$ 900	900
Debt instrument, interest rate, stated percentage		4.625%		4.625%
Senior notes due 2027 [member]
Debt Instrument [Line Items]
Long-term debt, gross		$ 600	600
Debt instrument, interest rate, stated percentage		4.875%		4.875%
Senior secured term loan facility due 2023 [member]
Debt Instrument [Line Items]
Long-term debt, gross		$ 3,919	3,929
Debt instrument, interest rate, stated percentage		3.87%
Capital lease obligations [member]
Debt Instrument [Line Items]
Long-term debt, gross		$ 241	233
Other debt obligations [Member]
Debt Instrument [Line Items]
Long-term debt, gross		$ 23	$ 21
Other debt obligations [Member]
Debt Instrument [Line Items]
Debt instrument, weighted average interest rate		2.65%
Capital lease obligations [member]
Debt Instrument [Line Items]
Debt instrument, weighted average interest rate		6.33%

[1] Net of unamortized deferred financing costs and discount attributable to current maturities of long-term debt.

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Debt - Additional Information (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended
	Apr. 01, 2018	Mar. 31, 2017	Mar. 31, 2017	Mar. 31, 2018	Dec. 31, 2017	Mar. 01, 2017
Debt Instrument [Line Items]
Long-term debt, gross				$ 6,683	$ 6,683
Senior notes due 2025 [member]
Debt Instrument [Line Items]
Proceeds from Issuance of Debt		$ 900
Long-term debt, gross				$ 900	900
Debt instrument, interest rate, stated percentage				4.625%		4.625%
Senior notes due 2027 [member]
Debt Instrument [Line Items]
Long-term debt, gross				$ 600	600
Debt instrument, interest rate, stated percentage				4.875%		4.875%
Proceeds from Issuance of Long-term Debt		600
Senior notes due 2025 and senior notes due 2027 [member]
Debt Instrument [Line Items]
Debt issuance costs, gross		$ 21	$ 21
Senior notes due 2021 [member]
Debt Instrument [Line Items]
Long-term debt, gross						$ 1,500
Debt instrument, interest rate, stated percentage						5.625%
Premium paid to redeem debt instrument			42
Write off of deferred debt issuance cost			$ 18
Senior notes due 2024 [member]
Debt Instrument [Line Items]
Long-term debt, gross				$ 1,000	1,000
Debt instrument, interest rate, stated percentage				4.25%
Senior secured revolving credit facility [member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity				$ 1,000
Letters of credit outstanding, amount				64
Line of credit facility, remaining borrowing capacity				936
Senior secured term loan facility due 2023 [member]
Debt Instrument [Line Items]
Long-term debt, gross				$ 3,919	$ 3,929
Debt instrument, interest rate, stated percentage				3.87%
Subsequent event [Member] | Senior secured term loan facility due 2023 [member]
Debt Instrument [Line Items]
Repayments of debt	$ 500
Debt instrument, interest rate, increase (decrease)	0.25%
Debt instrument, basis spread on variable rate	1.75%
Subsequent event [Member] | Senior notes due 2026 [Member]
Debt Instrument [Line Items]
Senior notes	$ 1,500
Debt instrument, interest rate, stated percentage	5.125%

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Debt - Debt Maturities (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
2018 (remaining)	$ 41
2019	56
2020	58
2021	59
2022	59
Thereafter	6,410
Gross long-term debt and capital lease obligations, including current maturities	$ 6,683	$ 6,683

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Derivative Instruments and Hedging Activities - Fair Value of Derivative Instruments (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Other Noncurrent Assets [Member] | Designated as hedging instrument [member] | Interest rate swaps [member]
Derivative [Line Items]
Derivative asset	$ 47	$ 11
Other current assets [member] | Not designated as hedging instrument [member] | Foreign exchange forward contracts [member]
Derivative [Line Items]
Derivative asset	1	4
Accounts payable, accrued expenses and other [member] | Designated as hedging instrument [member] | Foreign exchange forward contracts [member]
Derivative [Line Items]
Derivative liability	1	1
Accounts payable, accrued expenses and other [member] | Not designated as hedging instrument [member] | Foreign exchange forward contracts [member]
Derivative [Line Items]
Derivative liability	$ 2	$ 1

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Derivative Instruments and Hedging Activities - Earnings Effect of Derivative Instruments (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Designated as hedging instrument [member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) recognized in income, ineffective portion and amount excluded from effectiveness testing, net	[1]	$ 0	$ 0
Interest rate swaps [member] | Designated as hedging instrument [member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) recognized in other comprehensive income (loss), effective portion, net		34	(9)
Foreign exchange forward contracts [member] | Designated as hedging instrument [member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) recognized in other comprehensive income (loss), effective portion, net		$ (1)
Derivative instruments, expense reclassified from accumulated OCI into income, effective portion, net	[2]	less than $1 million
Other non-operating income, net [member] | Interest rate swaps [member] | Not designated as hedging instrument [member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on interest rate derivative instruments not designated as hedging instruments			2
Interest expense [member] | Interest rate swaps [member] | Designated as hedging instrument [member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative instruments, gain (loss) reclassified from accumulated OCI into income, effective portion, net		$ (2)	(2)
Interest expense [member] | Interest rate swaps [member] | Not designated as hedging instrument [member]
Derivative Instruments, Gain (Loss) [Line Items]
Loss reclassified to earnings, net from discontinued cash flow hedges	[3]	(3)	(3)
Gain (loss) on foreign currency transactions [member] | Foreign exchange forward contracts [member] | Not designated as hedging instrument [member]
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) on foreign exchange forward contracts not designated as hedging instruments		$ 1	$ 1

[1] There were no amounts recognized in earnings related to hedge ineffectiveness or amounts excluded from hedge effectiveness testing during the three months ended March 31, 2018 and 2017.

[2] The earnings effect of the Fee Forward Contracts on fee revenues for the three months ended March 31, 2018 was less than $1 million.

[3] These amounts are related to the dedesignation of interest rate swaps in 2016 that no longer met the criteria for hedge accounting and were settled in 2017. The amounts were reclassified from accumulated other comprehensive loss as the underlying transactions occurred.

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Derivative Instruments and Hedging Activities - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($) Derivative
Designated as hedging instrument [member] | Interest rate swaps [member]
Derivative [Line Items]
Derivative, maturity date	Mar. 01, 2022
Number of interest rate derivatives held | Derivative	2
Designated as hedging instrument [member] | Foreign exchange forward contracts [member]
Derivative [Line Items]
Derivative, notional amount	$ 68
Derivative, remaining maturity	24 months
Not designated as hedging instrument [member] | Foreign exchange forward contracts [member]
Derivative [Line Items]
Derivative, notional amount	$ 336
$1.6 billion notional [Member] | Designated as hedging instrument [member] | Interest rate swaps [member]
Derivative [Line Items]
Derivative, notional amount	$ 1,600
Derivative, swaption interest rate	1.98%
$750 million notional [Member] | Designated as hedging instrument [member] | Interest rate swaps [member]
Derivative [Line Items]
Derivative, notional amount	$ 750
Derivative, swaption interest rate	2.02%

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Fair Value Measurements - Schedule by Balance Sheet Grouping (Details) - USD ($) $ in Millions		Mar. 31, 2018	Dec. 31, 2017
Level 1 [member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	[1]	$ 2,471	$ 2,575
Level 2 [member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents		237	284
Restricted cash equivalents		12	12
Level 3 [member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt	[1]	3,951	3,954
Carrying value [member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash equivalents		237	284
Restricted cash equivalents		12	12
Long-term debt	[1]	$ 6,341	$ 6,348

[1] The carrying values include unamortized deferred financing costs and discount. The carrying values and fair values exclude capital lease obligations and other debt.

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Income Taxes - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, change in enacted tax rate, amount	$ 0	$ 665
Unrecognized tax benefits	284
Accrual for interest and penalties	35
Unrecognized tax benefits that would impact effective tax rate	285
Income tax examination, estimate of possible loss	874
Accrual for taxing authority proposed tax owed adjustment	45
Pre-enactment [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, change in enacted tax rate, percent		35.00%
Post-enactment [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, change in enacted tax rate, percent		21.00%
Remeasurement of U.S. DTAs/DTLs [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, change in enacted tax rate, amount	0	$ 517
Uncertain tax position reserves [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, change in enacted tax rate, amount	0	33
Other tax liabilities [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, change in enacted tax rate, amount	0	84
Recognition of tax benefits [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, change in enacted tax rate, amount	0	16
Transition tax results [Member]
Operating Loss Carryforwards [Line Items]
Effective income tax rate reconciliation, change in enacted tax rate, amount	$ 0	$ 15

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Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 28	$ 25
Unrecognized compensation costs related to unvested awards	$ 223
Unrecognized compensation costs related to unvested awards, weighted-average period	2 years
Shares of common stock reserved for future issuance, in millions	16.2
Restricted stock units (RSUs) [member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, in millions	0.9
Weighted average grant date fair value, granted	$ 79.37
Restricted stock units (RSUs) [member] | Minimum [member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Restricted stock units (RSUs) [member] | Maximum [member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Employee stock option [member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Options granted in period, in millions	0.6
Options granted in period, weighted average exercise price	$ 79.35
Options, expiration period	10 years
Options, grants in period, grant date fair value	$ 23.78
Exercisable, in millions	1.2
EBITDA CAGR [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage	50.00%
Free cash flow CAGR [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage	50.00%
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, in millions	0.3
Weighted average grant date fair value, granted	$ 79.35

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Share-Based Compensation - Schedule of Stock Options Valuation Assumptions (Details) - Employee stock option [member]	3 Months Ended
	Mar. 31, 2018 Rate
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	27.99%	[1]
Dividend yield	0.74%	[2]
Risk-free interest rate	2.73%	[3]
Expected term (in years)	6 years	[4]

[1] Estimated using historical movement of Hilton's stock price.

[2] Estimated based on the current quarterly dividend and the three-month average stock price at the date of grant.

[3] Based on the yields of U.S. Department of Treasury instruments with similar expected lives.

[4] Estimated using the average of the vesting periods and the contractual term of the options.

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Share-Based Compensation Additional Information On Performance Shares (Details)	3 Months Ended
	Mar. 31, 2018 Rate
2017 awards [Member] | EBITDA CAGR [Member]
Schedule of Additional Information on Performance Shares [Line Items]
Performance Shares achievement percentage	200.00%
2017 awards [Member] | Free cash flow CAGR [Member]
Schedule of Additional Information on Performance Shares [Line Items]
Performance Shares achievement percentage	200.00%
2018 awards [Member] | EBITDA CAGR [Member]
Schedule of Additional Information on Performance Shares [Line Items]
Performance Shares achievement percentage	150.00%
2018 awards [Member] | Free cash flow CAGR [Member]
Schedule of Additional Information on Performance Shares [Line Items]
Performance Shares achievement percentage	125.00%

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Stockholders' Equity and Accumulated Other Comprehensive Loss - Schedule of Stockholders' Equity (Details) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017		Dec. 31, 2016		Jan. 01, 2016
Class of Stock [Line Items]
Accumulated deficit		$ (6,868)		$ (6,981)
Total Hilton stockholders' equity		1,742		1,688
Beginning Balance		$ 1,691	$ 5,627
Beginning Balance, shares		317,420,933
Share-based compensation		$ (10)	(7)
Repurchases of common stock, shares		(1,000,000)
Repurchases of common stock, purchase price		$ (110)	(70)
Net income, parent		161	47
Net income attributable to noncontrolling interests		(2)	(1)
Net income		163	48
Comprehensive income, attributable to parent		222	67
Comprehensive income attributable to noncontrolling interests		(2)	0
Total other comprehensive income		61	19
Dividends		(48)	(50)
Spin-offs of Park and HGV			(4,206)
Cumulative effect of the adoption of an ASU			0
Distributions			(1)
Stockholders' Equity Attributable to Noncontrolling Interest		(5)		(3)
Ending Balance		$ 1,747	1,360
Ending Balance, shares		316,904,646
Common Stock [member]
Class of Stock [Line Items]
Total Hilton stockholders' equity		$ 3	$ 3	3		$ 3
Beginning Balance, shares		317,000,000	329,000,000
Share-based payment award transactions net shares		1,000,000	2,000,000
Repurchases of common stock, shares		(1,000,000)	(1,000,000)
Ending Balance, shares		317,000,000	330,000,000
Treasury Stock [member]
Class of Stock [Line Items]
Total Hilton stockholders' equity		$ (1,001)	$ (70)	891		0
Repurchases of common stock, purchase price		(110)	(70)
Additional Paid-in Capital [member]
Class of Stock [Line Items]
Total Hilton stockholders' equity		10,288	10,214	10,298		10,220
Share-based compensation		(10)	(7)
Cumulative effect of the adoption of an ASU			1
Accumulated Deficit [member]
Class of Stock [Line Items]
Total Hilton stockholders' equity		(6,868)	(7,867)	(6,981)	[1]	(3,545)	[1]
Net income, parent		161	47
Dividends		(48)	(50)
Spin-offs of Park and HGV			(4,318)
Cumulative effect of the adoption of an ASU			(1)
Accumulated Other Comprehensive Loss [member]
Class of Stock [Line Items]
Total Hilton stockholders' equity		(680)	(918)	(741)		(1,001)
Comprehensive income, attributable to parent		61	20
Spin-offs of Park and HGV			63
Noncontrolling Interest [member]
Class of Stock [Line Items]
Net income attributable to noncontrolling interests		(2)	(1)
Comprehensive income attributable to noncontrolling interests	[2]		1
Spin-offs of Park and HGV			49
Distributions			(1)
Stockholders' Equity Attributable to Noncontrolling Interest		(5)	2	3		50
Accounting Standards Update 2014-09 [Member]
Class of Stock [Line Items]
Cumulative effect of the adoption of an ASU								$ 212
Accounting Standards Update 2014-09 [Member] | Restatement Adjustment [Member]
Class of Stock [Line Items]
Accumulated deficit				$ (385)		$ (222)
Beginning Balance		$ (384)
Net income, parent			(27)
Net income attributable to noncontrolling interests			0
Net income			$ (27)

[1] Includes adjustments of $385 million and $222 million as of December 31, 2017 and 2016, respectively, as a result of the adoption of ASU 2014-09 as of January 1, 2016. See Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" for additional information.

[2] Other comprehensive loss was related to a currency translation adjustment.

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Stockholders' Equity and Accumulated Other Comprehensive Loss - Additional Information (Details) - USD ($) shares in Millions, $ in Millions		3 Months Ended
	Apr. 01, 2018	Mar. 31, 2018	Mar. 31, 2017
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, authorized amount		$ 2,000
Repurchases of common stock, shares		1.0
Stock repurchase program, remaining authorized repurchase amount		$ 1,000
Repurchases of common stock, purchase price		110	$ 70
Treasury Stock [member]
Equity, Class of Treasury Stock [Line Items]
Repurchases of common stock, purchase price		$ 110	$ 70
HNA Tourism Group Co., Ltd. [Member] | Subsequent event [Member]
Equity, Class of Treasury Stock [Line Items]
Repurchases of common stock, shares	16.5
Repurchases of common stock, purchase price	$ 1,171

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Stockholders' Equity and Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss (Detail) - USD ($)		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance		$ (741,000,000)	$ (1,001,000,000)
Other comprehensive income (loss) before reclassifications		55,000,000	15,000,000
Amounts reclassified from accumulated other comprehensive loss		6,000,000	5,000,000
Net current period other comprehensive income (loss)		61,000,000	20,000,000
Spin-offs of Park and HGV			(4,206,000,000)
Ending balance		(680,000,000)	(918,000,000)
Currency translation adjustment [member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	[1]	(513,000,000)	(738,000,000)
Tax benefit (expense) on currency translation adjustment reclassifications		0	0
Other comprehensive income (loss) before reclassifications	[1]	32,000,000	21,000,000
Amounts reclassified from accumulated other comprehensive loss	[1]	0	0
Net current period other comprehensive income (loss)	[1]	32,000,000	21,000,000
Spin-offs of Park and HGV			63,000,000
Ending balance	[1]	(481,000,000)	(654,000,000)
Pension liability adjustment [member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance		(229,000,000)	(251,000,000)
Tax benefit on pension liability adjustment reclassifications	[2]	1,000,000	1,000,000
Other comprehensive income (loss) before reclassifications		(1,000,000)	(1,000,000)
Amounts reclassified from accumulated other comprehensive loss	[2]	2,000,000	2,000,000
Net current period other comprehensive income (loss)		1,000,000	1,000,000
Spin-offs of Park and HGV			0
Ending balance		(228,000,000)	(250,000,000)
Cash flow hedge adjustment [member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance		1,000,000	(12,000,000)
Tax benefit on cash flow hedge adjustment reclassifications	[3]	1,000,000	2,000,000
Other comprehensive income (loss) before reclassifications		24,000,000	(5,000,000)
Amounts reclassified from accumulated other comprehensive loss	[3]	4,000,000	3,000,000
Net current period other comprehensive income (loss)		28,000,000	(2,000,000)
Spin-offs of Park and HGV			0
Ending balance		$ 29,000,000	(14,000,000)
Spin-offs of Park and HGV
Accumulated Other Comprehensive Income (Loss) [Line Items]
Spin-offs of Park and HGV			$ 63,000,000

[1] Includes net investment hedges and intra-entity foreign currency transactions that are of a long-term investment nature.

[2] Amounts reclassified include the amortization of prior service cost and the amortization of net loss that were included in our computation of net periodic pension cost. They were recognized in other non-operating income, net in our condensed consolidated statements of operations and are presented net of a $1 million tax benefit for the three months ended March 31, 2018 and 2017.

[3] Amounts reclassified relate to the designated interest rate swaps, as well as the interest rate swaps that were dedesignated in 2016 and settled in 2017. The amounts were recognized in interest expense in our condensed consolidated statements of operations and are presented net of a tax benefit of $1 million and $2 million for the three months ended March 31, 2018 and 2017, respectively.

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Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of EPS, Amount	Less than 1 million	Less than 1 million
Net Income (Loss) Available to Common Stockholders, Operations, Basic [Abstract]
Net income attributable to Hilton stockholders	$ 161	$ 47
Net Income (Loss) Available to Common Stockholders, Operations, Diluted [Abstract]
Net income attributable to Hilton stockholders	$ 161	$ 47
Basic EPS:
Weighted average shares outstanding, basic	316	330
Net income per share	$ 0.51	$ 0.14
Diluted EPS:
Weighted average shares outstanding, diluted	319	331
Net income per share	$ 0.51	$ 0.14

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Business Segments - Hotel Properties by Segment (Detail)	3 Months Ended
	Mar. 31, 2018 Room Hotel Segment
Segment Reporting Information [Line Items]
Number of operating business segments | Segment	2
Management and franchise [member]
Segment Reporting Information [Line Items]
Number of managed hotels	650
Number of franchised hotels	4,570
Number of managed and franchised hotel rooms | Room	833,421
Ownership [member]
Segment Reporting Information [Line Items]
Number of owned and leased hotels	71
Number of owned and leased hotel rooms | Room	21,718
Number of wholly owned and leased hotels	62
Number of non-wholly owned hotels	1
Number of hotels of consolidated VIEs	2
Number of hotels owned or leased by unconsolidated joint ventures	6

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Business Segments - Reconciliation of Revenue from Segment Amounts to Consolidated Amounts (Detail) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Segment Reporting, Revenue Reconciling Item [Line Items]
Franchise fees		$ 331	$ 282
Base and other management fees		77	81
Incentive management fees		55	49
Revenues		2,074	1,896
Amortization of contract acquisition costs		(7)	(3)
Other revenues		23	37
Direct reimbursements from managed and franchised properties		699	663
Indirect reimbursements from managed and franchised properties		555	488
Ownership [member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues		334	296
Management and franchise [member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Franchise fees		333	283
Base and other management fees	[1]	90	90
Incentive management fees		55	49
Revenues		478	422
Operating segments [member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues		812	718
Intersegment eliminations [member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	$ (8)	$ (7)

[1] Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.

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Business Segments - Reconciliation of Segment Operating Income to Income Before Income Taxes (Detail) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating income		$ 279	$ 217
Amortization of contract acquisition costs		(7)	(3)
Other revenues, less other expenses		9	14
Net other expenses from managed and franchised properties		(21)	(45)
Depreciation and amortization		(82)	(86)
General and administrative		(104)	(106)
Interest expense		(83)	(89)
Gain (loss) on foreign currency transactions		11	(4)
Loss on debt extinguishment		0	(60)
Other non-operating income, net		14	2
Income before income taxes		221	66
Management and franchise [member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating income	[1]	478	422
Ownership [member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating income	[1]	6	21
Operating segments [member]
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Operating income		$ 484	$ 443

[1] Includes management, royalty and IP fees charged to our ownership segment by our management and franchise segment, which were eliminated in our condensed consolidated statements of operations.

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Business Segments - Schedule of Assets by Segment (Detail) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 14,260	$ 14,228
Corporate and other [member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	1,831	1,759
Management and franchise [member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	11,435	11,505
Ownership [member]
Segment Reporting, Asset Reconciling Item [Line Items]
Total assets	$ 994	$ 964

XML

Business Segments - Schedule of Capital Expenditures by Segment (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Segment Reporting, Capital Expenditure Reconciling Item [Line Items]
Capital expenditures for property and equipment	$ 10	$ 9
Corporate and other [member]
Segment Reporting, Capital Expenditure Reconciling Item [Line Items]
Capital expenditures for property and equipment	3	3
Ownership [member]
Segment Reporting, Capital Expenditure Reconciling Item [Line Items]
Capital expenditures for property and equipment	$ 7	$ 6

XML

Commitments and Contingencies (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($) Contract	Dec. 31, 2017 USD ($) Contract
Commitments and Contingencies [Line Items]
Accounts payable, accrued expenses and other	$ 1,344	$ 1,416
Other liabilities	897	920
Supply commitment, remaining minimum amount committed	$ 397	402
Management contract performance guarantees [member]
Commitments and Contingencies [Line Items]
Number of contracts with performance guarantees | Contract	4
Guarantor obligations, maximum exposure, undiscounted	$ 47
Guarantor obligations, term	2019 to 2030
Accounts payable, accrued expenses and other	$ 14	12
Other liabilities	$ 7	$ 9
Number of contracts with performance guarantees with recorded liabilities | Contract	1	2

XML

Condensed Consolidating Guarantor Financial Information - Condensed Balance Sheet (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Current Assets:
Cash and cash equivalents	$ 610	$ 570
Restricted cash and cash equivalents	73	100
Accounts receivable, net	980	1,005
Intercompany receivables	0	0
Prepaid expenses	161	127
Income taxes receivable	0	36
Other	184	169
Total current assets	2,008	2,007
Intangibles and Other Assets:
Investments in subsidiaries	0	0
Goodwill	5,211	5,190
Brands	4,902	4,890
Management and franchise contracts, net	928	953
Other intangible assets, net	428	433
Property and equipment, net	358	353
Deferred income tax assets	111	111
Other	314	291
Total intangibles and other assets	12,252	12,221
Total assets	14,260	14,228
Current Liabilities:
Accounts payable, accrued expenses and other	1,344	1,416
Current portion of deferred revenues	342	366
Intercompany payables	0	0
Current maturities of long-term debt	47	46
Income taxes payable	63	12
Current portion of liability for guest loyalty program	692	622
Total current liabilities	2,488	2,462
Long-term debt	6,558	6,556
Deferred revenues	828	829
Deferred income tax liabilities	901	931
Liability for guest loyalty program	841	839
Other	897	920
Total liabilities	12,513	12,537
Equity:
Total Hilton stockholders' equity	1,742	1,688
Noncontrolling interests	5	3
Total equity	1,747	1,691	$ 1,360	$ 5,627
Total liabilities and equity	14,260	14,228
Eliminations [Member]
Current Assets:
Cash and cash equivalents	0	0
Restricted cash and cash equivalents	0	0
Accounts receivable, net	0	0
Intercompany receivables	(40)	(40)
Prepaid expenses	(3)	(6)
Income taxes receivable		(24)
Other	0	0
Total current assets	(43)	(70)
Intangibles and Other Assets:
Investments in subsidiaries	(18,867)	(18,787)
Goodwill	0	0
Brands	0	0
Management and franchise contracts, net	0	0
Other intangible assets, net	0	0
Property and equipment, net	0	0
Deferred income tax assets	(134)	(126)
Other	0	0
Total intangibles and other assets	(19,001)	(18,913)
Total assets	(19,044)	(18,983)
Current Liabilities:
Accounts payable, accrued expenses and other	(1)	(3)
Current portion of deferred revenues	(2)	(3)
Intercompany payables	(40)	(40)
Current maturities of long-term debt	0	0
Income taxes payable	0	(24)
Current portion of liability for guest loyalty program	0	0
Total current liabilities	(43)	(70)
Long-term debt	0	0
Deferred revenues	0	0
Deferred income tax liabilities	(134)	(126)
Liability for guest loyalty program	0	0
Other	0	0
Total liabilities	(177)	(196)
Equity:
Total Hilton stockholders' equity	(18,867)	(18,787)
Noncontrolling interests	0	0
Total equity	(18,867)	(18,787)
Total liabilities and equity	(19,044)	(18,983)
Parent [Member]
Current Assets:
Cash and cash equivalents	0	0
Restricted cash and cash equivalents	0	0
Accounts receivable, net	0	0
Intercompany receivables	0	0
Prepaid expenses	0	0
Income taxes receivable		0
Other	0	0
Total current assets	0	0
Intangibles and Other Assets:
Investments in subsidiaries	1,737	1,697
Goodwill	0	0
Brands	0	0
Management and franchise contracts, net	0	0
Other intangible assets, net	0	0
Property and equipment, net	0	0
Deferred income tax assets	5	6
Other	0	0
Total intangibles and other assets	1,742	1,703
Total assets	1,742	1,703
Current Liabilities:
Accounts payable, accrued expenses and other	0	15
Current portion of deferred revenues	0	0
Intercompany payables	0	0
Current maturities of long-term debt	0	0
Income taxes payable	0	0
Current portion of liability for guest loyalty program	0	0
Total current liabilities	0	15
Long-term debt	0	0
Deferred revenues	0	0
Deferred income tax liabilities	0	0
Liability for guest loyalty program	0	0
Other	0	0
Total liabilities	0	15
Equity:
Total Hilton stockholders' equity	1,742	1,688
Noncontrolling interests	0	0
Total equity	1,742	1,688
Total liabilities and equity	1,742	1,703
Guarantor Subsidiaries [Member]
Current Assets:
Cash and cash equivalents	14	18
Restricted cash and cash equivalents	10	10
Accounts receivable, net	700	712
Intercompany receivables	0	0
Prepaid expenses	51	24
Income taxes receivable		60
Other	17	13
Total current assets	792	837
Intangibles and Other Assets:
Investments in subsidiaries	1,737	1,697
Goodwill	3,824	3,824
Brands	4,404	4,405
Management and franchise contracts, net	620	645
Other intangible assets, net	278	283
Property and equipment, net	66	67
Deferred income tax assets	0	0
Other	67	67
Total intangibles and other assets	10,996	10,988
Total assets	11,788	11,825
Current Liabilities:
Accounts payable, accrued expenses and other	555	576
Current portion of deferred revenues	268	266
Intercompany payables	0	0
Current maturities of long-term debt	0	0
Income taxes payable	22	0
Current portion of liability for guest loyalty program	692	622
Total current liabilities	1,537	1,464
Long-term debt	0	0
Deferred revenues	766	770
Deferred income tax liabilities	1,021	1,052
Liability for guest loyalty program	841	839
Other	61	64
Total liabilities	4,226	4,189
Equity:
Total Hilton stockholders' equity	7,562	7,636
Noncontrolling interests	0	0
Total equity	7,562	7,636
Total liabilities and equity	11,788	11,825
Non-Guarantor Subsidiaries [Member]
Current Assets:
Cash and cash equivalents	594	550
Restricted cash and cash equivalents	30	29
Accounts receivable, net	263	275
Intercompany receivables	40	40
Prepaid expenses	95	84
Income taxes receivable		0
Other	166	155
Total current assets	1,188	1,133
Intangibles and Other Assets:
Investments in subsidiaries	0	0
Goodwill	1,387	1,366
Brands	498	485
Management and franchise contracts, net	308	306
Other intangible assets, net	150	149
Property and equipment, net	273	266
Deferred income tax assets	136	127
Other	159	172
Total intangibles and other assets	2,911	2,871
Total assets	4,099	4,004
Current Liabilities:
Accounts payable, accrued expenses and other	625	624
Current portion of deferred revenues	13	13
Intercompany payables	0	0
Current maturities of long-term debt	15	14
Income taxes payable	41	36
Current portion of liability for guest loyalty program	0	0
Total current liabilities	694	687
Long-term debt	249	240
Deferred revenues	62	59
Deferred income tax liabilities	0	0
Liability for guest loyalty program	0	0
Other	613	628
Total liabilities	1,618	1,614
Equity:
Total Hilton stockholders' equity	2,476	2,387
Noncontrolling interests	5	3
Total equity	2,481	2,390
Total liabilities and equity	4,099	4,004
HWF Issuers [Member]
Current Assets:
Cash and cash equivalents	0	0
Restricted cash and cash equivalents	0	0
Accounts receivable, net	0	0
Intercompany receivables	0	0
Prepaid expenses	0	0
Income taxes receivable		0
Other	0	0
Total current assets	0	0
Intangibles and Other Assets:
Investments in subsidiaries	7,092	7,067
Goodwill	0	0
Brands	0	0
Management and franchise contracts, net	0	0
Other intangible assets, net	0	0
Property and equipment, net	0	0
Deferred income tax assets	0	0
Other	55	20
Total intangibles and other assets	7,147	7,087
Total assets	7,147	7,087
Current Liabilities:
Accounts payable, accrued expenses and other	39	20
Current portion of deferred revenues	0	0
Intercompany payables	0	0
Current maturities of long-term debt	32	32
Income taxes payable	0	0
Current portion of liability for guest loyalty program	0	0
Total current liabilities	71	52
Long-term debt	5,325	5,333
Deferred revenues	0	0
Deferred income tax liabilities	14	5
Liability for guest loyalty program	0	0
Other	0	0
Total liabilities	5,410	5,390
Equity:
Total Hilton stockholders' equity	1,737	1,697
Noncontrolling interests	0	0
Total equity	1,737	1,697
Total liabilities and equity	7,147	7,087
HOC [Member]
Current Assets:
Cash and cash equivalents	2	2
Restricted cash and cash equivalents	33	61
Accounts receivable, net	17	18
Intercompany receivables	0	0
Prepaid expenses	18	25
Income taxes receivable		0
Other	1	1
Total current assets	71	107
Intangibles and Other Assets:
Investments in subsidiaries	8,301	8,326
Goodwill	0	0
Brands	0	0
Management and franchise contracts, net	0	2
Other intangible assets, net	0	1
Property and equipment, net	19	20
Deferred income tax assets	104	104
Other	33	32
Total intangibles and other assets	8,457	8,485
Total assets	8,528	8,592
Current Liabilities:
Accounts payable, accrued expenses and other	126	184
Current portion of deferred revenues	63	90
Intercompany payables	40	40
Current maturities of long-term debt	0	0
Income taxes payable	0	0
Current portion of liability for guest loyalty program	0	0
Total current liabilities	229	314
Long-term debt	984	983
Deferred revenues	0	0
Deferred income tax liabilities	0	0
Liability for guest loyalty program	0	0
Other	223	228
Total liabilities	1,436	1,525
Equity:
Total Hilton stockholders' equity	7,092	7,067
Noncontrolling interests	0	0
Total equity	7,092	7,067
Total liabilities and equity	$ 8,528	$ 8,592

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Condensed Consolidating Guarantor Financial Information - Condensed Income Statement (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues
Franchise fees	$ 331	$ 282
Base and other management fees	77	81
Incentive management fees	55	49
Owned and leased hotels	334	296
Other revenues	23	37
Total revenues excluding reimburseable revenues	820	745
Other revenues from managed and franchised properties	1,254	1,151
Total revenues	2,074	1,896
Expenses
Owned and leased hotels	320	268
Depreciation and amortization	82	86
General and administrative	104	106
Other expenses	14	23
Total expenses excluding reimbursable expenses	520	483
Other expenses from managed and franchised properties	1,275	1,196
Total expenses	1,795	1,679
Operating income	279	217
Interest expense	(83)	(89)
Gain (loss) on foreign currency transactions	11	(4)
Other nonoperating income (loss), net	14	2
Loss on debt extinguishment	0	(60)
Income (loss) before income taxes and equity in earnings from subsidiaries	(221)	(66)
Income tax expense	(58)	(18)
Income (loss) before equity in earnings from subsidiaries	163	48
Equity in earnings from subsidiaries	0	0
Net income	163	48
Net income attributable to noncontrolling interests	(2)	(1)
Net income attributable to Hilton stockholders	161	47
Comprehensive income	224	67
Comprehensive income attributable to noncontrolling interests	(2)	0
Comprehensive income attributable to Hilton stockholders	222	67
Eliminations [Member]
Revenues
Franchise fees	(4)	(4)
Base and other management fees	0	0
Incentive management fees	0	0
Owned and leased hotels	0	0
Other revenues	(5)	0
Total revenues excluding reimburseable revenues	(9)	(4)
Other revenues from managed and franchised properties	0	0
Total revenues	(9)	(4)
Expenses
Owned and leased hotels	0	0
Depreciation and amortization	0	0
General and administrative	(4)	0
Other expenses	(4)	(4)
Total expenses excluding reimbursable expenses	(8)	(4)
Other expenses from managed and franchised properties	0	0
Total expenses	(8)	(4)
Operating income	(1)	0
Interest expense	1	0
Gain (loss) on foreign currency transactions	0	0
Other nonoperating income (loss), net	0	0
Loss on debt extinguishment		0
Income (loss) before income taxes and equity in earnings from subsidiaries	0	0
Income tax expense	0	0
Income (loss) before equity in earnings from subsidiaries	0	0
Equity in earnings from subsidiaries	(768)	(374)
Net income	(768)	(374)
Net income attributable to noncontrolling interests	0	0
Net income attributable to Hilton stockholders	(768)	(374)
Comprehensive income	(829)	(394)
Comprehensive income attributable to noncontrolling interests	0	0
Comprehensive income attributable to Hilton stockholders	(829)	(394)
Parent [Member]
Revenues
Franchise fees	0	0
Base and other management fees	0	0
Incentive management fees	0	0
Owned and leased hotels	0	0
Other revenues	0	0
Total revenues excluding reimburseable revenues	0	0
Other revenues from managed and franchised properties	0	0
Total revenues	0	0
Expenses
Owned and leased hotels	0	0
Depreciation and amortization	0	0
General and administrative	0	0
Other expenses	0	0
Total expenses excluding reimbursable expenses	0	0
Other expenses from managed and franchised properties	0	0
Total expenses	0	0
Operating income	0	0
Interest expense	0	0
Gain (loss) on foreign currency transactions	0	0
Other nonoperating income (loss), net	0	0
Loss on debt extinguishment		0
Income (loss) before income taxes and equity in earnings from subsidiaries	0	0
Income tax expense	0	0
Income (loss) before equity in earnings from subsidiaries	0	0
Equity in earnings from subsidiaries	161	47
Net income	161	47
Net income attributable to noncontrolling interests	0	0
Net income attributable to Hilton stockholders	161	47
Comprehensive income	222	67
Comprehensive income attributable to noncontrolling interests	0	0
Comprehensive income attributable to Hilton stockholders	222	67
Guarantor Subsidiaries [Member]
Revenues
Franchise fees	262	244
Base and other management fees	51	49
Incentive management fees	21	20
Owned and leased hotels	0	0
Other revenues	24	13
Total revenues excluding reimburseable revenues	358	326
Other revenues from managed and franchised properties	1,070	981
Total revenues	1,428	1,307
Expenses
Owned and leased hotels	0	0
Depreciation and amortization	60	62
General and administrative	0	2
Other expenses	7	7
Total expenses excluding reimbursable expenses	67	71
Other expenses from managed and franchised properties	1,084	1,026
Total expenses	1,151	1,097
Operating income	277	210
Interest expense	0	0
Gain (loss) on foreign currency transactions	8	21
Other nonoperating income (loss), net	8	1
Loss on debt extinguishment		0
Income (loss) before income taxes and equity in earnings from subsidiaries	(293)	(232)
Income tax expense	(73)	(87)
Income (loss) before equity in earnings from subsidiaries	220	145
Equity in earnings from subsidiaries	161	47
Net income	381	192
Net income attributable to noncontrolling interests	0	0
Net income attributable to Hilton stockholders	381	192
Comprehensive income	382	192
Comprehensive income attributable to noncontrolling interests	0	0
Comprehensive income attributable to Hilton stockholders	382	192
Non-Guarantor Subsidiaries [Member]
Revenues
Franchise fees	29	23
Base and other management fees	26	32
Incentive management fees	34	29
Owned and leased hotels	334	296
Other revenues	2	4
Total revenues excluding reimburseable revenues	425	384
Other revenues from managed and franchised properties	140	129
Total revenues	565	513
Expenses
Owned and leased hotels	320	268
Depreciation and amortization	21	23
General and administrative	35	25
Other expenses	9	8
Total expenses excluding reimbursable expenses	385	324
Other expenses from managed and franchised properties	145	128
Total expenses	530	452
Operating income	35	61
Interest expense	(10)	(10)
Gain (loss) on foreign currency transactions	6	(36)
Other nonoperating income (loss), net	3	3
Loss on debt extinguishment		0
Income (loss) before income taxes and equity in earnings from subsidiaries	(34)	(18)
Income tax expense	(13)	(5)
Income (loss) before equity in earnings from subsidiaries	21	13
Equity in earnings from subsidiaries	0	0
Net income	21	13
Net income attributable to noncontrolling interests	(2)	(1)
Net income attributable to Hilton stockholders	19	12
Comprehensive income	52	30
Comprehensive income attributable to noncontrolling interests	(2)	0
Comprehensive income attributable to Hilton stockholders	50	30
HWF Issuers [Member]
Revenues
Franchise fees	0	0
Base and other management fees	0	0
Incentive management fees	0	0
Owned and leased hotels	0	0
Other revenues	0	0
Total revenues excluding reimburseable revenues	0	0
Other revenues from managed and franchised properties	0	0
Total revenues	0	0
Expenses
Owned and leased hotels	0	0
Depreciation and amortization	0	0
General and administrative	0	0
Other expenses	0	0
Total expenses excluding reimbursable expenses	0	0
Other expenses from managed and franchised properties	0	0
Total expenses	0	0
Operating income	0	0
Interest expense	(61)	(63)
Gain (loss) on foreign currency transactions	0	0
Other nonoperating income (loss), net	0	(3)
Loss on debt extinguishment		(60)
Income (loss) before income taxes and equity in earnings from subsidiaries	61	126
Income tax expense	15	50
Income (loss) before equity in earnings from subsidiaries	(46)	(76)
Equity in earnings from subsidiaries	207	123
Net income	161	47
Net income attributable to noncontrolling interests	0	0
Net income attributable to Hilton stockholders	161	47
Comprehensive income	190	45
Comprehensive income attributable to noncontrolling interests	0	0
Comprehensive income attributable to Hilton stockholders	190	45
HOC [Member]
Revenues
Franchise fees	44	19
Base and other management fees	0	0
Incentive management fees	0	0
Owned and leased hotels	0	0
Other revenues	2	20
Total revenues excluding reimburseable revenues	46	39
Other revenues from managed and franchised properties	44	41
Total revenues	90	80
Expenses
Owned and leased hotels	0	0
Depreciation and amortization	1	1
General and administrative	73	79
Other expenses	2	12
Total expenses excluding reimbursable expenses	76	92
Other expenses from managed and franchised properties	46	42
Total expenses	122	134
Operating income	(32)	(54)
Interest expense	(13)	(16)
Gain (loss) on foreign currency transactions	(3)	11
Other nonoperating income (loss), net	3	1
Loss on debt extinguishment		0
Income (loss) before income taxes and equity in earnings from subsidiaries	45	58
Income tax expense	13	24
Income (loss) before equity in earnings from subsidiaries	(32)	(34)
Equity in earnings from subsidiaries	239	157
Net income	207	123
Net income attributable to noncontrolling interests	0	0
Net income attributable to Hilton stockholders	207	123
Comprehensive income	207	127
Comprehensive income attributable to noncontrolling interests	0	0
Comprehensive income attributable to Hilton stockholders	$ 207	$ 127

XML

Condensed Consolidating Guarantor Financial Information - Condensed Cash Flow Statement (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Operating Activities:
Net cash provided by (used in) operating activities	$ 243	$ 50
Investing Activities:
Capital expenditures for property and equipment	(10)	(9)
Capitalized software costs	(15)	(9)
Other	(1)	(19)
Net cash used in investing activities	(26)	(37)
Financing Activities:
Borrowings	0	1,823
Repayment of debt	(14)	(1,824)
Debt issuance costs and redemption premium	0	(66)
Repayment of intercompany borrowings		0
Intercompany transfers	0	0
Dividends paid	(47)	(49)
Cash transferred in spin-offs of Park and HGV	0	(501)
Repurchases of common stock	(110)	(70)
Distributions to noncontrolling interests	0	(1)
Tax withholdings on share-based compensation	(40)	(28)
Net cash used in financing activities	(211)	(716)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	7	5
Net increase (decrease) in cash, restricted cash and cash equivalents	13	(698)
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	670	1,183
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	0	501
Cash, restricted cash and cash equivalents, beginning of period		1,684
Cash, restricted cash and cash equivalents, end of period	683	986
Eliminations [Member]
Operating Activities:
Net cash provided by (used in) operating activities	0	(3)
Investing Activities:
Capital expenditures for property and equipment	0	0
Capitalized software costs	0	0
Other	0	0
Net cash used in investing activities	0	0
Financing Activities:
Borrowings		0
Repayment of debt	0	0
Debt issuance costs and redemption premium		0
Repayment of intercompany borrowings		3
Intercompany transfers	0	0
Dividends paid	0	0
Cash transferred in spin-offs of Park and HGV		0
Repurchases of common stock	0	0
Distributions to noncontrolling interests		0
Tax withholdings on share-based compensation	0	0
Net cash used in financing activities	0	3
Effect of exchange rate changes on cash, restricted cash and cash equivalents	0	0
Net increase (decrease) in cash, restricted cash and cash equivalents	0	0
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	0
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	0
Cash, restricted cash and cash equivalents, beginning of period		0
Cash, restricted cash and cash equivalents, end of period	0	0
Parent [Member]
Operating Activities:
Net cash provided by (used in) operating activities	0	0
Investing Activities:
Capital expenditures for property and equipment	0	0
Capitalized software costs	0	0
Other	0	0
Net cash used in investing activities	0	0
Financing Activities:
Borrowings		0
Repayment of debt	0	0
Debt issuance costs and redemption premium		0
Repayment of intercompany borrowings		0
Intercompany transfers	157	119
Dividends paid	(47)	(49)
Cash transferred in spin-offs of Park and HGV		0
Repurchases of common stock	(110)	(70)
Distributions to noncontrolling interests		0
Tax withholdings on share-based compensation	0	0
Net cash used in financing activities	0	0
Effect of exchange rate changes on cash, restricted cash and cash equivalents	0	0
Net increase (decrease) in cash, restricted cash and cash equivalents	0	0
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	0
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	0
Cash, restricted cash and cash equivalents, beginning of period		0
Cash, restricted cash and cash equivalents, end of period	0	0
Guarantor Subsidiaries [Member]
Operating Activities:
Net cash provided by (used in) operating activities	307	48
Investing Activities:
Capital expenditures for property and equipment	(1)	(1)
Capitalized software costs	(15)	(9)
Other	(2)	(6)
Net cash used in investing activities	(18)	(16)
Financing Activities:
Borrowings		0
Repayment of debt	0	0
Debt issuance costs and redemption premium		0
Repayment of intercompany borrowings		0
Intercompany transfers	(293)	(42)
Dividends paid	0	0
Cash transferred in spin-offs of Park and HGV		0
Repurchases of common stock	0	0
Distributions to noncontrolling interests		0
Tax withholdings on share-based compensation	0	0
Net cash used in financing activities	(293)	(42)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	0	0
Net increase (decrease) in cash, restricted cash and cash equivalents	(4)	(10)
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	28	31
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	0
Cash, restricted cash and cash equivalents, beginning of period		31
Cash, restricted cash and cash equivalents, end of period	24	21
Non-Guarantor Subsidiaries [Member]
Operating Activities:
Net cash provided by (used in) operating activities	11	107
Investing Activities:
Capital expenditures for property and equipment	(9)	(8)
Capitalized software costs	0	0
Other	1	0
Net cash used in investing activities	(8)	(8)
Financing Activities:
Borrowings		0
Repayment of debt	(4)	(1)
Debt issuance costs and redemption premium		0
Repayment of intercompany borrowings		0
Intercompany transfers	39	(289)
Dividends paid	0	0
Cash transferred in spin-offs of Park and HGV		(501)
Repurchases of common stock	0	0
Distributions to noncontrolling interests		(1)
Tax withholdings on share-based compensation	0	0
Net cash used in financing activities	35	(792)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	7	5
Net increase (decrease) in cash, restricted cash and cash equivalents	45	(688)
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	579	1,062
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	501
Cash, restricted cash and cash equivalents, beginning of period		1,563
Cash, restricted cash and cash equivalents, end of period	624	875
HWF Issuers [Member]
Operating Activities:
Net cash provided by (used in) operating activities	(46)	0
Investing Activities:
Capital expenditures for property and equipment	0	0
Capitalized software costs	0	0
Other	0	(13)
Net cash used in investing activities	0	(13)
Financing Activities:
Borrowings		1,823
Repayment of debt	(10)	(1,823)
Debt issuance costs and redemption premium		(66)
Repayment of intercompany borrowings		0
Intercompany transfers	56	79
Dividends paid	0	0
Cash transferred in spin-offs of Park and HGV		0
Repurchases of common stock	0	0
Distributions to noncontrolling interests		0
Tax withholdings on share-based compensation	0	0
Net cash used in financing activities	46	13
Effect of exchange rate changes on cash, restricted cash and cash equivalents	0	0
Net increase (decrease) in cash, restricted cash and cash equivalents	0	0
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	0
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	0
Cash, restricted cash and cash equivalents, beginning of period		0
Cash, restricted cash and cash equivalents, end of period	0	0
HOC [Member]
Operating Activities:
Net cash provided by (used in) operating activities	(29)	(102)
Investing Activities:
Capital expenditures for property and equipment	0	0
Capitalized software costs	0	0
Other	0	0
Net cash used in investing activities	0	0
Financing Activities:
Borrowings		0
Repayment of debt	0	0
Debt issuance costs and redemption premium		0
Repayment of intercompany borrowings		(3)
Intercompany transfers	41	133
Dividends paid	0	0
Cash transferred in spin-offs of Park and HGV		0
Repurchases of common stock	0	0
Distributions to noncontrolling interests		0
Tax withholdings on share-based compensation	(40)	(28)
Net cash used in financing activities	1	102
Effect of exchange rate changes on cash, restricted cash and cash equivalents	0	0
Net increase (decrease) in cash, restricted cash and cash equivalents	(28)	0
Cash, restricted cash and cash equivalents from continuing operations, beginning of period	63	90
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period	0
Cash, restricted cash and cash equivalents, beginning of period		90
Cash, restricted cash and cash equivalents, end of period	$ 35	$ 90

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Condensed Consolidating Guarantor Financial Information - Additional Information (Details)	Mar. 31, 2018 Rate
Guarantor Subsidiaries [Member]
Condensed Financial Statements, Captions [Line Items]
Ownership percentage of equity interest	100.00%
HWF Issuers [Member]
Condensed Financial Statements, Captions [Line Items]
Ownership percentage of equity interest	100.00%
Hilton Worldwide Parent [Member]
Condensed Financial Statements, Captions [Line Items]
Ownership percentage of equity interest	100.00%
HOC [Member]
Condensed Financial Statements, Captions [Line Items]
Ownership percentage of equity interest	100.00%

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Subsequent Events (Details) - USD ($) $ in Millions		3 Months Ended
	Apr. 01, 2018	Mar. 31, 2018	Mar. 31, 2017
Subsequent Event [Line Items]
Repurchases of common stock, shares		1,000,000
Repurchases of common stock, purchase price		$ 110	$ 70
Senior notes due 2026 [Member] | Subsequent event [Member]
Subsequent Event [Line Items]
Proceeds from issuance of long-term debt	$ 1,500
Debt instrument, interest rate, stated percentage	5.125%
Senior secured term loan facility due 2023 [member]
Subsequent Event [Line Items]
Debt instrument, interest rate, stated percentage		3.87%
Senior secured term loan facility due 2023 [member] | Subsequent event [Member]
Subsequent Event [Line Items]
Repayments of debt	$ 500
HNA Tourism Group Co., Ltd. [Member] | Subsequent event [Member]
Subsequent Event [Line Items]
Repurchases of common stock, shares	16,500,000
Repurchases of common stock, purchase price	$ 1,171
Number of shares offered in secondary offering	66,000,000
Treasury Stock [Member]
Subsequent Event [Line Items]
Repurchases of common stock, purchase price		$ 110	$ 70