8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 8, 2016

Park Hotels & Resorts Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37795	36-2058176
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7930 Jones Branch Drive, Suite 1100 McLean, Virginia	22102
(Address of principal executive offices)	(Zip Code)

(703) 883-1000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On December 8, 2016, Park Hotels & Resorts Inc. (the “Company”) intends to present information about the Company in connection with the previously announced spin-off of the Company from Hilton Worldwide Holdings Inc. (“Hilton”) at an Investor Day being held at the Conrad New York Hotel in New York, New York. The presentation will be webcast and participants may listen to the live webcast and access the written presentation materials by logging onto the investor relations page of the Hilton Investor Relations website at http://ir.hiltonworldwide.com. Hilton’s press release providing additional details about the Investor Day and the webcast is attached hereto as Exhibit 99.1. The Company’s written presentation materials are also attached hereto as Exhibit 99.2. Representatives of the Company also expect to use the attached presentation in various meetings with analysts and investors regarding the Company and its business in connection with the commencement of “when-issued” trading of the Company’s common stock expected to commence on December 13, 2016.

The information in this Current Report on Form 8-K, including the exhibits hereto, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Hilton Worldwide Holdings Inc., dated December 8, 2016.
99.2	Investor Presentation of Park Hotels & Resorts Inc., dated December 8, 2016.

SIGNATURE

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 hereunto duly authorized.

PARK HOTELS & RESORTS INC.
By:	/s/ Sean M. Dell’Orto
	Sean M. Dell’Orto
	Executive Vice President, Chief Financial Officer and Treasurer

Date: December 8, 2016

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Hilton Worldwide Holdings Inc., dated December 8, 2016.
99.2	Investor Presentation of Park Hotels & Resorts Inc., dated December 8, 2016.

EX-99.1

Exhibit 99.1

Hilton To Detail A Simplified Fee-Based Business With Expanded Capital Return

Potential At Investor Day

• Executives to highlight the business strategies for Hilton, Park Hotels & Resorts, and Hilton Grand Vacations

• Presentations and webcast details available at ir.hiltonworldwide.com

MCLEAN, Va. – Hilton Worldwide Holdings (NYSE: HLT) (“Hilton”) will host an Investor Day in New York today to discuss the company’s strategy and financial outlook in conjunction with the planned spin-offs of Park Hotels & Resorts and Hilton Grand Vacations.

The event will feature presentations by members of Hilton’s senior leadership team including Christopher J. Nassetta, president & chief executive officer, and Kevin Jacobs, executive vice president & chief financial officer. Thomas J. Baltimore, Jr., chairman, president & chief executive officer of Park Hotels & Resorts (“Park”), and Mark Wang, president & chief executive officer of Hilton Grand Vacations (“HGV”), are also scheduled to present.

“We look forward to sharing details of our financial outlook and the strategic initiatives that we believe will fully activate all three businesses and deliver long-term shareholder value,” said Christopher J. Nassetta, president & chief executive officer, Hilton. “We are also excited to share the potential of the new, simplified Hilton, which we believe will generate meaningful returns to shareholders through its resilient, fee-based business with low capital requirements.”

During the Investor Day, Hilton will highlight:

• Its post-spin-off, simplified, resilient fee-based business with 90% of adjusted EBITDA from fees, low capital requirements, and significant free cash flow.

• Its portfolio of 13 industry-leading brands and commercial service platforms, which should continue to drive enhanced guest experiences and greater returns for owners, as indicated by a 14 percent global RevPAR premium¹.

• With global rooms under construction approximately 4.5 times larger than its share of existing supply, Hilton remains well-positioned to continue to deliver market-leading organic net unit growth.

• Plans to expand capital return to shareholders through share buybacks and quarterly dividends, which could total $3.0 to $4.5 billion between 2017 and 2019.

A live webcast of the Investor Day will begin at 8:30 a.m. Eastern Time. The webcast and corresponding presentations may be accessed at ir.hiltonworldwide.com. A replay of the event will be available following the completion of the meeting.

The spin-off transactions have been approved by the Hilton Board of Directors and are expected to be completed on January 3, 2017. Park and HGV will begin regular-way trading on the New York Stock Exchange (NYSE) under the ticker symbols “PK” and “HGV,” respectively, on January 4, 2017.

###

¹  Source: STR (12 months ended 12/31/2015). “RevPAR” or “Revenue per Available Room” represents hotel room revenue divided by room nights available to guests for a given period.

Forward-Looking Statements

This press release 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. 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 Hilton’s control, competition for hotel guests, management and franchise agreements and timeshare sales, risks related to doing business with third-party hotel owners, Hilton’s significant investments in owned and leased real estate, performance of Hilton’s information technology systems, growth of reservation channels outside of Hilton’s system, risks of doing business outside of the United States, risks related to Hilton’s proposed spin-offs and Hilton’s indebtedness. Additional factors that could cause Hilton’s results to differ materially from those described in the forward-looking statements can be found under the section entitled “Part I-Item 1A. Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC, as such factors may be updated from time to time in Hilton’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Hilton’s filings with the SEC. The Company undertakes 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.

About Hilton

Hilton (NYSE: HLT) is a leading global hospitality company, comprising more than 4,800 managed, franchised, owned and leased hotels and timeshare properties with nearly 789,000 rooms in 104 countries and territories. For 97 years, Hilton has been dedicated to continuing its tradition of providing exceptional guest experiences. The company’s portfolio of 13 world-class global brands includes Hilton Hotels & Resorts, Waldorf Astoria Hotels & Resorts, Conrad Hotels & Resorts, Canopy by Hilton, Curio—A Collection by Hilton, DoubleTree by Hilton, Embassy Suites by Hilton, Hilton Garden Inn, Hampton by Hilton, Tru by Hilton, Homewood Suites by Hilton, Home2 Suites by Hilton and Hilton Grand Vacations. The company also manages an award-winning customer loyalty program, Hilton HHonors^®. Hilton HHonors members who book directly through preferred Hilton channels have access to benefits including an exclusive member discount, free standard Wi-Fi, as well as digital amenities that are available exclusively through the industry-leading Hilton HHonors app, where Hilton HHonors members can check-in, choose their room, and access their room using a Digital Key. Visit news.hiltonworldwide.com for more information and connect with Hilton on Facebook, Twitter, YouTube, Flickr, LinkedIn and Instagram.

Hilton Contacts:

Christian Charnaux

Investor Contact

1-703-883-5205

christian.charnaux@hilton.com

Nigel Glennie

Media Contact

1-415-298-4424

nigel.glennie@hilton.com

Park Hotels & Resorts Contact:

Ian Weissman

Investor Contact

1-703-584-7441

iweissman@pkhotelsandresorts.com

Hilton Grand Vacations Contact:

Robert LaFleur

Investor Contact

1-407-722-3327

rlafleur@hgvc.com

EX-99.2

Investor Presentation

December 2016

Hilton Hawaiian Village

Exhibit 99.2

CONFIDENTIAL  |  2

Basis of Presentation

References to pro forma amounts herein are not intended to reflect pro forma adjustments made pursuant to Article 11 of Regulation S-X of the

Securities Exchange Act of 1934, as amended. Unless otherwise noted, the information and figures presented herein includes our 67 hotels and resorts

as of September 30, 2016, as if they have been owned during all periods on a pro forma basis adjusted for management agreements that will be in effect

post-spin.

Forward-Looking Statements

This investor presentation, and the related discussion, 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, that are based on the beliefs and assumptions of

management of Park Hotels & Resorts Inc. (“Park”) and on information currently available to Park’s management. Forward-looking statements include,

but are not limited to, statements related to Park’s expectations regarding the performance of the business, financial results, liquidity and capital

resources of Park, the benefits resulting from Park’s separation from Hilton Worldwide Holdings Inc., the effects of competition and the effects of future

legislation or regulations and other non-historical statements. Forward-looking statements include all statements that are not historical facts and can be

identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,”

“could,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other

comparable words.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-

looking

statements.

You

should

not

put

undue

reliance

on

any

forward-looking

statements

in

this

presentation.

Park

does

not

have

any

intention

or

obligation to update forward-looking statements after Park distributes this presentation.

Factors that could cause Park’s results to differ materially from those expressed in forward-looking statements are included in the section entitled “Risk

Factors”

of

Park’s

Registration

Statement

on

Form

10,

originally

filed

with

the

Securities

and

Exchange

Commission

on

June

2,

2016,

as

amended

and

supplemented. There may be other risks and uncertainties that Park is unable to predict at this time or that Park currently does not expect to have a

material adverse effect on Park’s business. Any such risks could cause Park’s results to differ materially from those expressed in forward-looking

statements.

Non-GAAP Measures

This

investor

presentation

is

not

an

offer

to

sell

or

the

solicitation

of

an

offer

to

buy

any

securities

of

Park,

nor

will

there

be

any

sales

of

securities

of

Park

in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

This investor presentation, and the related discussions, also contains certain non-GAAP financial measures, which should be considered only as

supplemental to, and not as superior to financial measures prepared in accordance with generally accepted accounting principles (“GAAP”). Please refer

to the Appendix of this investor presentation for a reconciliation of these non-GAAP financial measures to the most directly comparable financial

measures prepared in accordance with GAAP and definitions and calculation methodologies of defined terms used in this investor presentation.

Safe Harbor Disclosure

CONFIDENTIAL  |  3

“To

be

the

preeminent

Lodging

REIT,

focused

on

consistently

delivering

superior,

risk-

adjusted

returns

for

shareholders

through

active

asset

management

and

a

thoughtful

external

growth

strategy,

while

maintaining

a

strong

and

flexible

balance

sheet”

Mission

Hilton San Francisco Union Square

CONFIDENTIAL  |  4

Park

is

a

leading

lodging

real

estate

company

with

a

diverse

portfolio

of

iconic

and

market-leading

hotels

and

resorts

with

significant

underlying

real

estate

value

in

top

U.S.

markets

and

internationally

Premium

Brands

Leading Properties

Top Markets

Company Highlights

Sep 2016 LTM

Performance

(3)

67

premium-branded hotels and iconic resorts

35,000+

competitively positioned and well-maintained rooms

(1)

85%+

of rooms in luxury and upper-upscale segments

$1.1 Bn

of CapEx or $36k per room invested over the past 5 years

(2)

80%

of CapEx targeted towards guest rooms, lobbies and other guest-

facing areas

(2)

26

properties with 25k+ sq. ft.

of meeting space and

6

properties   

with 125k+ sq. ft.

of meeting space

Prime

U.S. and international markets with high barriers to entry

88%

of room exposure in the United States

72%

of rooms in CBDs of major cities and resort / conference destinations

$2.8 billion

Total Portfolio Revenue

(4)

$763 million

Adjusted EBITDA

61% / 82%

Top 10 / Top 25 Assets

Contribution to

Ownership EBITDA

81%

Total Occupancy

$200

Total ADR

$162

Room RevPAR

$204

Avg. Room RevPAR

of Top 10 Assets

(1) Total rooms figure includes 25 rooms and 600 rooms from  Hilton New York Midtown and Hilton Waikoloa Village, 

respectively, that will  become part of Hilton Grand Vacations prior to the completion of the spin-off

(2) Includes only CapEx made in our wholly-owned hotels during our period of ownership 

(3) Occupancy, ADR and RevPAR excludes Unconsolidated JVs; EBITDA figures include pro rata share from 

Unconsolidated JVs and reflect pro forma for new management contracts

(4) Includes pro rata share of Unconsolidated JVs

CONFIDENTIAL  |  5

Continually improve property level operating performance

Consistently implement revenue management initiatives to optimize market pricing /

segment mix

Allocate capital effectively by leveraging scale, liquidity and M&A expertise to create

value throughout all phases of the lodging cycle

Employ an active capital recycling program—expanding our presence in target markets

with a focus on brand and operator diversification, while reducing exposure

to slower growth assets/markets

Target value enhancement projects with strong unlevered ROI yields

Preserve a strong and flexible balance sheet, with a targeted leverage ratio of 3x to 5x

Maintain strong liquidity across lodging cycle and access to multiple types of financing

Aspire to achieve investment grade rating

Pillars of our Corporate Strategy

Prudent Capital Allocation

Aggressive Asset Management

Strong and Flexible Balance Sheet

Leadership

Hilton San Francisco Union Square

CONFIDENTIAL  |  7

Seasoned and Experienced Management Team

Officer

Title

Years of

Experience

Relevant Experience

Thomas J.

Baltimore, Jr.

Chairman, President &

Chief Executive Officer

25

•

Co-founder

and

former

President

and

CEO

–

RLJ

Lodging

Trust

(NYSE:

RLJ)

•

Former

Executive

–

Hilton

Hotels

Corp.,

Host

Marriott

Services

and

Marriott

Corp.

(NYSE: MAR)

•

Director

of

Prudential

Financial

(NYSE:

PRU)

and

Duke

Realty

(NYSE:

DRE)

•

Serves

as

First

Vice

Chair

–

NAREIT

Board

Sean M.

Dell’Orto

Executive Vice President,

Chief Financial

Officer &

Treasurer

20

•

Former

SVP

and

Treasurer

–

Hilton

(NYSE:

HLT)

•

Former

SVP

and

CFO

–

Barceló

Crestline

Corp.

•

Former

VP,

Treasurer

–

Highland

Hospitality

Corp.

(NYSE:

HIH)

Matthew A.

Sparks

Executive Vice President,

Chief Investment Officer

25

•

Former

SVP,

Luxury

&

Corporate

Development

–

Hilton

(NYSE:

HLT)

•

Former

SVP,

Acquisitions

–

Sage

Hospitality

Resources

•

Former

SVP,

Global

Development

–

Fairmont

Raffles

Hotels

•

Former

Executive

–

Marriott

Corp.

and

Starwood

Hotels

Robert D.

Tanenbaum

Executive Vice President,

Asset Management

25

•

Former EVP and COO –

DiamondRock

Hospitality (NYSE: DRH)

•

Former

Principal –

Madison Hotel Advisors, LLC

•

Former VP, Asset Management

–

Host Hotels & Resorts (NYSE:HST)

Thomas C.

Morey

Senior

Vice President &

General Counsel

20

•

Former SVP & General Counsel

–

Washington REIT (NYSE: WRE)

•

Former Corporate Partner

–

Hogan

Lovells

Jill C.

Olander

Senior Vice President,

Human Resources

20

•

Former

VP,

Human

Resources

-

Hilton

(NYSE:HLT)

•

Former VP, Human Resources -

Allied Capital (NYSE: AFC)

CONFIDENTIAL  |  8

Senior Management (continued)

Officer

Title

Years of

Experience

Relevant Experience

John C.

Boettger

Senior Vice President,

Asset Management

25

•

Former

SVP,

Asset

Management

–

Hilton

(NYSE:

HLT)

•

Former

MD,

Asset

Mgmt

-

Axios

Hospitality

•

Former VP, Asset Mgmt -

Host Hotels & Resorts (NYSE: HST)

William Guy

Lindsey

Senior Vice President, Design

& Construction

30

•

Former

SVP,

Design

&

Construction

–

Sunstone

Hotel

Investors

(NYSE:

SHO)

•

Former Executive VP –

Complete Property Services, Inc.

Darren W. 

Robb

Senior Vice President,

Chief Accounting Officer

18

•

Former

VP,

Financial

Reporting

&

Policy

–

Hilton

(NYSE:

HLT)

•

Former

Senior

Manager,

Audit

–

KPMG

Ian C.

Weissman

Senior Vice President,

Corporate Strategy and

Investor Relations

20

•

Former

Managing

Director

and

Head

of

REIT

research

–

Credit

Suisse

(NYSE:

CS)

•

17 years experience as a Wall Street REIT analyst

Scott D.

Winer

Senior Vice President,

Head of Tax

30

•

Former

VP,

Head

of

Tax

–

Rayonier,

a

publicly-traded

timber

REIT

(NYSE:

RYN)

•

Former Partner –

KPMG; Arthur Andersen

Dexter E.

Wood, Jr.

Senior Vice President,

Investment Analysis &

Portfolio

Management

28

•

Former

SVP,

Global

Investment

&

Business

Analytics

–

Hilton

(NYSE:

HLT)

•

SVP, Feasibility -

Host Hotels & Resorts (NYSE: HST)

•

Former Executive –

PwC; HVS International

CONFIDENTIAL  |  9

Full

Director

slate

includes:

Proven

leaders

with

strong

strategic

orientation

Highly

qualified

financial

experts

Individuals

with

significant

experience

with

real

estate

investment

and

REIT

structures

Leaders

with

relevant

industry

experience

including

real

estate,

consumer

goods

and

services,

travel

and

leisure,

branding,

retail,

financial

services,

and

technology

Board

committees

have

been

assigned

and

the

on-boarding

process

is

underway

for

the

following:

Audit

Compensation

Nominating

and

Corporate

Governance

Total

of

nine

Board

seats

(six

Independent

Directors;

two

Blackstone

executives;

and

Tom

Baltimore)

Two

additional

Board

seats

may

be

added

upon

consummation

of

the

recently

announced

sale

of

Blackstone

shares

to

HNA

Group

Park has assembled a Board of experienced, diverse and successful corporate executives

including current/former CEOs, CFOs and other senior corporate executives

Board of Directors

CONFIDENTIAL  |  10

Name

Principal

Occupation

Experience

Thomas J. Baltimore, Jr.

Chairman, President

&

Chief

Executive Officer

Park Hotels & Resorts

•

Co-founder and former President and CEO –

RLJ Lodging Trust

(NYSE: RLJ)

•

Former Executive –

Hilton Hotels Corp., Host Marriott Services,

and Marriott Corp. (NYSE: MAR)

•

Director of Prudential Financial (NYSE: PRU) and Duke Realty

(NYSE:

DRE)

•

Serves as First Vice Chair –

NAREIT Board

Patricia M. Bedient

Former Chief Financial Officer

Weyerhaeuser

•

Former CFO of Weyerhaeuser (NYSE: WY) from April 2007 until

February 2016

•

A certified public accountant (CPA) since 1978; served as a

managing partner of Arthur Andersen

•

Serves on the board of directors of Alaska Air Group, Inc. (NYSE:

ALK)

as

Lead Independent Director, and Suncor Energy Inc. (NYSE:

SU)

Gordon M. Bethune

Former Chairman & Chief Executive Officer

Continental Airlines

Lead Independent Director

Park Hotels & Resorts

•

Retired Chairman and CEO of Continental Airlines

•

Held senior management positions with The Boeing Company

(NYSE: BA), Piedmont Airlines, Inc., Western Airlines, Inc., and

Braniff

Airlines

•

Serves on the board of directors of Sprint Corporation (NYSE: S)

Board of Directors

Name

Principal

Occupation

Experience

Rob

G. Harper

Senior Managing Director and Head of U.S.

Asset Management

The Blackstone Group L.P.

•

Head of U.S. Asset Management for The Blackstone Group

(NYSE: BX)

•

Previously worked for Blackstone in Los Angeles and also

London

as head of Blackstone’s European Real Estate Debt

Strategies business

•

Joined Blackstone in 2002;

previously held positions with

Morgan Stanley’s real estate private equity group

•

Serves as a director of ESH Hospitality (NYSE:

STAY)

Tyler S. Henritze

Senior Managing Director and 

Co-head of U.S. Acquisitions

The Blackstone Group L.P.

•

Co-Head of

U.S. Acquisitions for The Blackstone Group

(NYSE: BX) since Jan 2013

•

Before joining Blackstone in 2004, Mr. Henritze

worked at

Merrill Lynch in the real estate investment banking group

•

Serves on the board of directors of The Cosmopolitan of Las

Vegas, Motel 6 and BRE Select Hotels;

previously served

on the board of directors of Hilton Worldwide (NYSE: HLT) 

and La Quinta

(NYSE: LQ)

Christie B. Kelly

EVP and Chief Financial Officer

Jones Lang LaSalle Incorporated

Chair of Audit Committee

Park Hotels and Resorts

•

Executive Vice President and Chief Financial Officer of

Jones Lang LaSalle since 2013

•

Executive Vice President and Chief Financial Officer of

Duke Realty (NYSE: DRE) from 2009 until June 2013

•

Prior to Duke Realty, Ms. Kelly served as Senior Vice

President, global real estate at Lehman Brothers

•

Serves on the board of Kite Realty Trust (NYSE:

KRG)

Board of Directors

CONFIDENTIAL  |  11

Board of Directors

Name

Principal

Occupation

Experience

Senator

Joseph I.

Lieberman

Senior Counsel

Kasowitz, Benson, Torres & Friedman LLP

•

Senior counsel with Kasowitz, Benson, Torres & Friedman LLP

•

Served 24 years in the U.S. Senate (Connecticut), retiring in

January 2013; served

as Chairman of the Committee on

Homeland Security and Government Affairs, helping to shape

legislation for

homeland security, foreign policy, fiscal policy,

environmental protection, human rights, health care, trade,

energy, cyber security and taxes

•

Attorney General of the State of Connecticut -

1983 until 1988

Timothy J.

Naughton

Chairman, Chief Executive Officer and

President

AvalonBay Communities, Inc.

Chair of Nominating and Corporate

Governance Committee

•

Chairman, Chief Executive Officer and President of AvalonBay

Communities (NYSE:

AVB).  Has served as Chairman of

AvalonBay since May 2013, as Chief Executive Officer since

January 2012, and as President since February 2005

•

Serves on the board of directors of Welltower

(NYSE: HCN) 

•

Serves as Chair

of NAREIT, is a member of The Real Estate

Round Table, is a member and past Chairman of the Multifamily

Council of the ULI, and is a member of the National Multi-

Housing Council, where he serves on the Executive Committee

Stephen I. Sadove

Founding Partner

JW Levin Management Partners LLC

Chair of Compensation Committee

•

Founding partner of JW Levin Management Partners LLC, a

private management and investment firm, since 2015

•

Chairman and Chief Executive Officer of Saks Incorporated from

2007 until 2013

•

President of Bristol-Meyers (NYSE:

BMY) from 1991 until 2001

•

Serves on the board of directors of Colgate-Palmolive Company

(NYSE:

CL), Ruby Tuesday (NYSE:

RT), and Aramark (NYSE:

ARMK). Also serves as the chairman of the Board of Trustees of

Hamilton College

CONFIDENTIAL  |  12

Waldorf Astoria The Reach Resort

Hilton Chicago

Portfolio Overview

Hilton New York Midtown

(1)

Includes approximately 25 rooms that will become part of Hilton Grand Vacations prior to the completion of the spin-off

(2)

Includes approximately 600 rooms that will become part of Hilton Grand Vacations prior to the completion of the spin-off

Hilton San Francisco

1,919 rooms

Hilton New Orleans

1,622 rooms

Hilton New York

1,929 rooms

(1)

Hilton Chicago

1,544 rooms

Hilton Waikoloa Village

1,241 rooms

(2)

Waldorf Astoria Orlando /

Hilton Orlando Bonnet Creek

1,499 rooms

Hilton Hawaiian Village

2,860 rooms

Waldorf Astoria Casa Marina

311 rooms

Hilton Boston Logan

599 rooms

Hilton Miami Airport

508 rooms

Hilton Short Hills

304 rooms

Hilton McLean

458 rooms

High Barriers to Entry Urban

and Convention Hotels

Landmark Resorts

Select Suburban and

Strategic Airport Hotels

Diversified Exposure to Attractive Markets

CONFIDENTIAL  |  14

(1) As defined by STR

Note: Ownership EBITDA is LTM

75% of LTM Ownership EBITDA from coastal markets

86% of Ownership EBITDA from top 25 markets & resort destinations

Diversified Exposure to Attractive Markets

Hilton

Curio

DoubleTree

Embassy Suites

Hampton Inn

Hilton Garden Inn

Waldorf Astoria

Massachusetts

1 Hotels | 599 Rooms

2% Ownership EBITDA

New Jersey

3 Hotels | 839 Rooms

1% Ownership EBITDA

DC / VA

5 Hotels | 2,120 Rooms

3% Ownership EBITDA

Georgia

2 Hotels | 748 Rooms

1% Ownership EBITDA

Florida

7 Hotels | 4,699 Rooms

16% Ownership EBITDA

Louisiana

2 Hotels | 1,939 Rooms

8% Ownership EBITDA

Tennessee

1 Hotel | 130 Rooms

<1% Ownership EBITDA

Texas

1 Hotel | 259 Rooms

1% Ownership EBITDA

Illinois

4 Hotels | 2,743 Rooms

6% Ownership EBITDA

Washington

3 Hotels | 1,621 Rooms

2% Ownership EBITDA

Northern California

7 Hotels | 4,512 Rooms

15% Ownership EBITDA

Nevada

1 Hotel | 190 Rooms

<1% Ownership EBITDA

Southern California

6 Hotels | 2,888 Rooms

6% Ownership EBITDA

Arizona

2

Hotels| 745 Rooms

1% Ownership EBITDA

Hawaii

2 Hotels | 4,101 Rooms

22% Ownership EBITDA

Utah

1 Hotel | 499 Rooms

1% Ownership EBITDA

Colorado

1 Hotel | 159 Rooms

<1% Ownership EBITDA

New York

1 Hotel | 1,929 Rooms

7% Ownership EBITDA

Kansas / Missouri

2 Hotels | 465 Rooms

1% Ownership EBITDA

International Hotels

15 Hotels | 4,233 Rooms

6% Ownership EBITDA

CONFIDENTIAL  |  15

(1)

Geographic Diversity

Diverse Revenue Stream

Revenue Segmentation

(1)

Location Type

Group vs Transient

Top 10 Cities

(1) Excludes laundry facilities

Note: International hotels located in United Kingdom (8 hotels), Germany (2), Brazil (1), Ireland (1), Netherlands (1) and South

Africa (1)

Note: Revenue segmentation excludes Unconsolidated JVs

Portfolio Overview

(% of Total Rooms)

(% of LTM Total Revenue)

CONFIDENTIAL  |  16

Transient

Group

Contract

Rooms

Food and Beverage

Other

Orlando

San Francisco

Honolulu

Chicago

New Orleans

New York

San Diego

Seattle

Waikoloa Village

Atlanta

International

Other

Urban

Resort

Airport

Suburban

Park Portfolio: Well Insulated from Supply

Favorable Supply Picture for Park’s Hotels

~2% Supply Growth for Park

Against a backdrop of increased US supply

growth, Park is well positioned relative to its

peers

With outsized exposure to Orlando, Oahu, San

Francisco and New Orleans, Park anticipates just

2.2%

supply growth per annum over the next 2+

years, or 50bp

lower than its peer growth

average 

Supply growth among big-box group houses has

been especially muted the past five years with

between just 0-3 new hotels (with meeting space

of 50k+ sq. ft.) opened annually vs. 6-9 new

hotels opened annually from 2008-2010

Supply Growth Exposure for Lodging REITs

Note: Charts presented above based on STR Global and Park Hotels estimates

(1) Comparable peers selected based on market exposure

CONFIDENTIAL  |  17

(1)

Group Portfolio Positioned to Outperform

Park’s Leading Group Platform

(1)

LTM; remainder of mix is contract business

(2)

Smith Travel Research; 12-month moving average from 2006 through December 2015; includes hotels with over 1,000 rooms and 125k sq. ft. of dedicated meeting space

Park

Hotels

&

Resorts

portfolio’s

strong

group

positioning

increases

visibility

into

forward

bookings

and

reduces

operating

volatility

by

enhancing

the

stability

and

predictability

of

revenue

throughout

the

lodging

cycle

Group/Transient

Mix:

32%

/

63%

(1)

The

portfolio

contains

26

properties

with

over

25,000

sq.

ft.

of

meeting

space

and

6

properties

with

over

125,000

sq.

ft.

of

meeting

space

in

top

convention

markets,

generating

robust

corporate

meeting

and

group

business

Supply

and

demand

trends

favor

large,

group-oriented

hotels

for

the

foreseeable

future:

U.S. "Big Box" Supply and Demand % Change

CONFIDENTIAL  |  18

(2)

Industry Overview:  Possible Catalyst in International Demand

2.8% 2000-2015 CAGR

4.0% 2016-2020E CAGR

International Visitors to the U.S. (Arrivals in Millions)

Inbound travel from abroad is expected to accelerate over the next four years –

increasing 4% per annum vs. just 2.8% per annum over the

prior 15 years. Major gateway cities (San Francisco, New York, D.C., LA, Orlando, Boston and Hawaii) are the expected primary

beneficiaries

Source: US Department of Commerce

Bullish predictions for inbound international travel to the U.S. could serve as a catalyst for growth in select U.S. markets

CONFIDENTIAL  |  19

51.2

46.9

43.6

41.2

46.1

49.2

51.0

56.1

58.0

55.1

60.0

62.8

66.7

70.0

75.0

77.5

77.3

80.2

83.6

86.9

90.3

35.0

45.0

55.0

65.0

75.0

85.0

95.0

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016E

2017E

2018E

2019E

2020E

Investment Highlights

Hilton Bonnet Creek

CONFIDENTIAL  |  21

Investment Highlights

Size and Scale of Park Creates Competitive Advantage

Iconic Assets in Key US Cities and Geographic

Diversity

Significant Growth Profile: Acquisitions and 

Redevelopment

Enhanced Profitability with Aggressive Asset

Management

Strong and Flexible Balance Sheet

1

2

3

4

5

CONFIDENTIAL  |  22

$8.0

$1.1

$1.5

$2.1

$2.2

$2.2

$2.7

$2.8

$3.0

$3.5

$4.0

$4.2

$4.4

$4.4

$4.7

$5.4

$8.0

$10.0

$16.6

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

$16.0

$18.0

AHP

CLDT

HT

INN

CHSP

FCH

DRH

XHR

PEB

SHO

RLJ

LHO

RHP

AHT

APLE

HPT

PK

HST

Upon spin, Park becomes a significant player as the second largest publicly traded Lodging REIT

1

Size and Scale: Park ~2.5x the Size of Most Lodging REITs

(1)

Source: Public company filings, as of September 30, 2016. Market data as of November 25, 2016.

Note: Park EV assumes EBITDA multiple of 10.5 –

13x

(1) Assumption excludes HST from calculation

$8.0

$8.0

Value range for Park

Mixed & Limited Service

Full Service

CONFIDENTIAL  |  23

LTM Adj.

Company

Sector

EBITDA

1.

Simon Property Group, Inc.

Malls

$4,640

2.

General Growth Properties, Inc.

Malls

$2,260

3.

Welltower, Inc.

Healthcare

$2,204

4.

Ventas, Inc.

Healthcare

$1,845

5.

Prologis, Inc.

Industrial

$1,833

6.

HCP, Inc.

Healthcare

$1,832

7.

Public Storage

Storage

$1,804

8.

Equity Residential

Residential

$1,680

9.

Equinix, Inc.

Data Center

$1,554

10.

Boston Properties, Inc.

Office

$1,529

11.

Host Hotels & Resorts, Inc.

Lodging

$1,466

12.

Vornado Realty Trust

Office

$1,458

13.

AvalonBay Communities, Inc.

Residential

$1,295

14.

SL Green Realty Corp.

Office

$1,248

15.

Digital Realty Trust, Inc.

Data Center

$1,186

22.

Brixmor Property Group, Inc.

Shopping Centers

$846

23.

Omega Healthcare Investors, Inc.

Healthcare

$797

24.

Park Hotels and Resorts

Lodging

$763

25.

W. P. Carey Inc.

Net Lease

$754

Size and Scale: Park will Rank Among the Top 25 Largest REITs

Source: Public company filings,  NAREIT REITWatch and SNL Financial

(1)

Excludes mortgage REITs, telecommunication REITs, correctional facility REITs, timberland REITs and other REITs listed within

the last twelve months

Park

LTM

Adjusted

EBITDA

vs.

US

REITs

Universe

(1)

Top

25

Largest

REITs

(1)

($ in millions)

($ in millions)

1

Park Hotels & Resorts will be within the

Top 25 largest REITs out of 130 REITs

based on LTM Adjusted EBITDA

(1)

CONFIDENTIAL  |  24

Hawaii

Two landmark, oceanfront

resorts catering to both

domestic and international

travelers

in the group and

transient business segments

Overview of Top 10 Assets: Landmark Resorts

Hilton

Hawaiian

Village:

Extensive

renovations

over

the

last

5

years

totaling

~$200

million,

from

modernization

of

rooms

to

enhancement

of

the

F&B

program;

secures

a

ten-year

$1.275

billion

CMBS

loan

maturing

in

November

2026

Hilton

Waikoloa

Village:

Major

meeting

space

renovation

in

2014

to

attract

growing

group

business;

contributing

600

rooms

to

timeshare

to

reduce

hotel

size

and

maximize

yield

Florida

Two luxury properties ideally

situated within their respective

markets with attributes that

create strategic advantages

within a resort setting

Waldorf

Astoria

Orlando:

Acquired

in

2015

as

part

of

the

New

York

Waldorf

1031

exchange;

Potential

ROI

project

includes

addition

of

a

ballroom,

as

well

as

additional

keys

Waldorf

Astoria

Casa

Marina:

Highest

RevPAR

in

the

portfolio;

strategic

advantage

as

one

of

the

few

Key

West

resorts

in

an

idyllic

setting

with

a

private

beach

location

2

CONFIDENTIAL  |  25

Adjacent hotels spanning 1.5 city blocks in San Francisco’s premier Union

Square sub-market with ~3,000 rooms

Hilton San Francisco Union Square and Parc 55 hotels

Overview of Top 10 Assets: Urban

Extensive room and lobby renovations; repositioned F&B program to

include Herb N’ Kitchen

168k sq. ft. of meeting space provides advantage for in-house groups

and less reliance on citywide conventions while Moscone Center

under construction

Parc

55 hotel acquired in 2015 and converted to a Hilton brand

Both hotels secure a seven-year $725 million CMBS loan due

November 2023

Hilton New York Midtown

Premier NY conference hotel located in

the heart of Midtown

Significant

capital

invested

to

renovate

rooms,

reposition

F&B

platform;

added

8k

sq.

ft.

of

retail

space

Strategic

advantage

in

group

market

with

150k

sq.

ft.

of

meeting

space

2

CONFIDENTIAL  |  26

Hilton Chicago Downtown

Hilton New Orleans Riverside

Premier convention hotel located on a

full city block in downtown Chicago

across from McCormick Conv. Center

Strategically located adjacent to

convention center and proximate to the

famed French Quarter

Overview of Top 10 Assets: Convention/Conference

Recent comprehensive

renovation totaling ~$125mn that

included rooms, public areas and

repurposing of underutilized

space into meeting space

Potential ROI project includes

repurposing additional

underutilized space into meeting

space

Hilton Orlando Bonnet Creek

1,001-room conference hotel with 113k

sq. ft. of self-contained meeting space;

located proximate to Disney theme parks

Leading convention hotel in

major convention market

(1)

Extensive renovation in 2012

totaling $40mn to modernize

main tower guestrooms and

public areas

Potential development

opportunity with excess land

parcel

Acquired in 2015 as part of the

New York Waldorf 1031

exchange

Recent renovation of the lobby

including repositioning of F&B

outlets

Potential ROI projects include

additional rooms, as well as a

poolside F&B outlet

2

(1) Source: Hilton.com

CONFIDENTIAL  |  27

Note: Includes approximately 600 rooms that will become part of Hilton Grand Vacations prior to the completion of the spin-off

Note: Includes approximately 25 rooms that will become part of Hilton Grand Vacations prior to the completion of the spin-off

(1)

Assumes EBITDA multiple range of 10.5x to 13x

(2)

Park Hotels & Resorts estimate

2

Iconic Assets Valued at Well Below Replacement Cost

$8.0

$7.5

$11.0

$0.0

$2.0

$4.0

$6.0

$8.0

Park Enterprise Value

(est.)

Portfolio Replacement

Cost (est.)

$18.5

Assuming

a

peer

EBITDA

multiple

range

(1)

,

Park’s

assets

will

likely

be

valued

at

a

significant

discount

to

replacement

cost

(2)

$10.0

Rooms

Mtg

Space

(sq.

ft.)

Replacement

Cost ($/key)

Top 10

13,949

962k

$11.0 bn

($790k/key)

Park

Portfolio

35,418

2,300k

$18.5

bn

($525k/key)

PK

EV Range

$8.0 bn

$9.0 bn

$10.0 bn

Portfolio

Replacement Cost

$18.5 bn

$18.5

bn

$18.5

bn

Discount to Replacement

Cost

57%

51%

46%

CONFIDENTIAL  |  28

Growth through Disciplined Capital Allocation

Focus on building portfolio of

Upper Upscale and Luxury branded

assets in Top 25 markets and premium resort destinations

Pursue

larger scale deals (assets and portfolios) that

offer significant value add opportunities

Diversify brand and operator mix to include other global

manager / franchisors

Strategically

invest

in

the

core

hotel

portfolio;

execute

on

significant

embedded ROI opportunities

Opportunistically

recycle capital, selling out of slower growth, non-core

assets and reinvest in higher growth markets

3

CONFIDENTIAL  |  29

6.2%

5.3%

5.8%

6.3%

5.7%

5.0%

5.2%

6.1%

6.7%

5.5%

6.2%

6.5%

$25 - $100

$100 - $250

$250 - $400

> $400

All Deals

Unencumbered

Encumbered

Less

competition

exists

on

larger

transactions

as

only

a

limited

number

of

investors

have

access

to

equity

needed

to

pursue

$250+

million

single

assets

Consequently,

the

share

of

deals

pre-empted

and

executed

off-market

increases

in

conjunction

with

deal

size,

thereby

enhancing

the

price

negotiation

leverage

for

an

eligible

buyer

Park’s

balance

sheet

and

operating

platform

are

well

positioned

to

execute

these

larger

transactions

Deal Size ($ in millions)

$25 -

$100

$100 -

$250

$250+

# of Deals

57

41

15

Avg. # of Rooms

262

386

790

Avg. Pricing ($mn)

$60

$146

$504

Avg. Price per Key

$299K

$458K

$674K

Avg.

#

of Bids

6.9

7.2

3.8

# of Pre-Empts

/ Off-Market Deals

4

6

4

Pre-empt/Off-Market

Deals

as a % of Total Deals

7%

15%

27%

Market Backdrop for Deals of Scale

Summary of Eastdil First Round Bids

2014 to 2016 YTD

Cap Rates for Full Service Transactions in Major

Markets

2014 to 2016 YTD

Source: Eastdil Secured & Real Capital Analytics

Capital Allocation: Target Larger Scale Acquisitions

3

CONFIDENTIAL  |  30

Worldwide

Group

Sales

Strong

Loyalty

Programs

Worldwide

Reservation

Systems

Effective

Brand

Segmentation

RevPAR

Premiums

Brand Strategy Maximizes Revenue and Profitability

Benefits of Partnering with Brands

Consistent

quality

through

a

branded

product

allows

Park

to

achieve

higher

RevPAR

and

margins

as

a

result

of:

Recognizable

product

compared

to

independent

hotels

struggling

to

differentiate

their

offerings

Worldwide

reservation

systems

Loyalty

programs

help

to

drive

recurring

sales,

while

lowering

new

customer

acquisition

costs

Hilton

(~58mn

members)

and

Marriott,

including

Starwood

(~85mn

members

(1)

),

have

~50%

of

sales

stemming

from

customers

within

loyalty

programs

Ability

to

achieve

increased

direct-to-consumer

sales

minimizing

OTA

/

wholesale

commissions

and

increasing

revenue

to

Park

Significantly

lower

distribution

costs

for

OTA

business

given

negotiating

power

of

brands

More

effective

competition

against

Airbnb,

particularly

with

respect

to

frequent

travelers

who

appreciate

the

reliability

and

security

of

branded

hotels

Brands Matter: Park will focus on owning hotels and resorts in the luxury and upper upscale segments

3

(1)

Source: Marriott Form 10-Q

Asset Management

Waldorf Astoria Orlando

CONFIDENTIAL  |  32

Active Asset Management: Hands on Approach

Every Dollar Counts

Approach

Hope is Not a Strategy

Implementation

Weekly calls with Top 25 hotel teams:

Understand 90-day pricing trends

Review group booking pace and transient trends

Review monthly and quarterly operating performance:

Analyze labor efficiency and staffing

Set stretch goals to drive an incremental 25bps to 

50bps of Hotel EBITDA margin

Share best practices from each property and apply across

the portfolio

Work with in-house project management team on

ROI / repositioning efforts:

Adding keys and/or meeting space

Energy efficiency projects and F&B optimization

Utilize in-house and external resources to drive profit –

retail, I.T., parking and F&B

Develop

strong

relationships

with

hotel

operators

through

proactive

communication

Continuous

improvement

of

property

level

operating

performance

Build

strategic

plans

that

seek

out

new

sources

of

business

while

developing

reverse

marketing

plans

for

changes

in

supply

Challenge

existing

revenue

management

models

Maximize

flow-through

with

the

“drive

for

65

mantra’”

by

increasing

revenue

and

sustainable

cost

reduction

Proactively

address

changes

in

demand

shifts

through

strategic

sales

initiatives

Forecast

accuracy

–

review

forecasts

on

the

1st

and

15th

of

the

month,

which

provides

the

ability

to

pivot

strategy

in

response

to

changing

market

conditions

Aggressively

target

non-core

revenue

streams:

parking,

rooftop

farming

and

retail

Validate

highest

and

best

use

across

portfolio

4

CONFIDENTIAL  |  33

$266

$549

$704

$864

$1,088

2011

2012

2013

2014

2015

Well-capitalized portfolio with ~$1.1 billion invested over the past 5 years to maintain competitive strength

(1) Includes only CapEx made in our wholly-owned hotels during our period of ownership

(2) Includes only CapEx and Total Revenue for our wholly-owned hotels during our period of ownership

Invested

heavily

to

drive

market

share

and

ensure

strong

competitive

positioning

of

Park

portfolio

Consistently

renovated

to

adapt

to

evolving

customer

preferences

and

latest

technology

Renovations

have

been

focused

on

guestroom

design,

open

and

activated

lobby

areas,

food

and

beverage

and

public

spaces,

and

modernized

meeting

space

Value

creation

through

repositioning

select

hotels

across

brands

or

chain

scale

segments

and

exploring

adaptive

reuse

opportunities

for

highest

and

best

use

No

major

deferred

maintenance

CapEx

projects

on

the

horizon

$ in millions

% of Total Revenue

CapEx: Over $1bn Has Been Reinvested in Park Hotels

12.8%

13.1%

6.7%

6.5%

8.4%

2011

2012

2013

2014

2015

4

12.7%

11.3%

10.2%

10.0%

9.4%

9.3%

8.6%

8.1%

8.0%

7.0%

6.7%

SHO

PEB

FCH

LHO

PK

CHSP

DRH

XHR

RHP

AHP

HST

Full Service Lodging REIT Avg: 9.2%

Historical Cumulative CapEx Spend

(1)

Yearly

CapEx

Spend

as

%

of

Total

Revenue

(2)

5-Year Avg. CapEx Spend vs Full Service Peers

Capital Investment Overview

CONFIDENTIAL  |  34

Hilton New Orleans Riverside: Development Rights/Land Sale

Future ROI Projects: New Orleans

Hilton

New

Orleans

Riverside

1,622

room

hotel

with

143,000

sq.

ft.

of

meeting

space

Adjacent

to

the

1.1

million

sq.

ft.

New

Orleans

Ernest

N.

Morial

Convention

Center

(NOCC)

–

7

th

largest

in

the

US

Opportunity:

Excess

Land

Whale

Lot:

8

acre

parking

lot

separates

Hilton

Riverside

and

NOCC

(yellow

box)

Sell

land

to

NOCC

for

future

expansion

Significant

FAR

(Floor

Area

Ratio)

available

for

a

future

hotel,

meeting

space,

and/or

retail

WTC

Garage:

Potential

to

add

a

‘luxury’

hotel

tower

WTC

Garage

‘Whale’ Lot

4

CONFIDENTIAL  |  35

Hilton Hawaiian Village: Development Rights

Future ROI Projects: Hawaii

Hilton

Hawaiian

Village

22-acre

oceanfront

resort

along

Oahu’s

prestigious

Waikiki

Beach

2,860

rooms,

nearly

145,000

sq.

ft.

of

retail

space,

20

restaurants

and

lounges,

5

pools,

a

spa,

and

96,000

sq.

ft.

of

meeting

space

Hotel

runs

at

95%

occupancy

Potential Opportunity:

Ala

Moana Land Parcel

Optimize

available

FAR

at

resort

Develop

luxury

hotel

tower

and

retail

Consider

highest

&

best

use,

which

could

include

hotel,

timeshare

or

residential

4

Rainbow Tower

Lagoon Tower

Ali’i

Tower

Diamond Head

Tower

Tapa Tower

Grand Waikikian

Tower

Kalia

Tower

CONFIDENTIAL  |  36

Bonnet Creek: Development Rights

Future ROI Projects: Orlando

Hilton

Bonnet

Creek

and

Waldorf

Astoria

Orlando

The

1,001-room

Hilton

and

the

adjacent

498-room

Waldorf

Astoria

Orlando

feature

a

combined

147,000

sq.

ft.

of

meeting

space,

a

3-acre

Florida-style

lazy

river

pool,

a

luxurious

spa,

a

renowned

championship

golf

course,

fitness

center

and

nearly

a

dozen

dining

and

lounge

options

Opportunity:

Additional

Meeting

Space

Optimize

meeting

platform

with

40,000

sq.

ft.

of

additional

multi-purpose

space

$50mn

investment

expected

to

generate

an

additional

$10mn

of

EBITDA

per

annum

starting

in

2020

4

Hilton Chicago

Strong and Flexible Balance Sheet

Strong and Flexible Balance Sheet

Pro Forma Debt Capital Structure

Pro Forma Debt Capital Structure Overview

Weighted average cost of debt: 3.7%

$214 million of unconsolidated JV debt (pro rata)

Target investment grade leverage profile over time

Pro

forma

for

the

spin

and

purging

distribution,

Park

expects

to

have

$100-200

million

of

cash

In

addition

to

cash,

Park

is

expected

to

have

access

to

a

$1

billion

revolving

credit

facility

which

is

expected

to

be

undrawn

at

spin

Liquidity Profile

(1)

Figures exclude pro rata share of Unconsolidated JVs

(2)

TLA (L+1.45%) and Revolver (L+1.50%) floating interest rates projected based on total leverage at spin date

Park

will

pay

a

one-time

dividend

to

purge

its

historical

earnings

and

profits

(E&P

purge)

Dividend

payout

ratio

is

expected

to

be

approximately

65-70%

of

Funds

from

Operations

(FFO)

Dividend and Payout Ratio Analysis

5

CONFIDENTIAL  |  38

Debt

$ Amount

% of

Total

Weighted Avg.

Cost of Debt

CMBS (secured)

$ 2,000

66%

4.2%

Term Loan A (unsecured)

(2)

750

25%

2.1%

Consolidated JV Debt (secured)

207

7%

3.9%

Other (incl. capital lease obligations)

70

2%

7.4%

Revolver

(2)

0

0%

2.1%

Total Long-Term Debt

$ 3,027

100%

3.7%

Fixed

74%

Floating

26%

(1)

(1)

Strong and Flexible Balance Sheet

Pro Forma Debt Maturity Schedule

Weighted average maturity of almost eight years

No meaningful maturities within the next five years

$750mn of debt will be open to prepayment at par upon closing of the spin-off

Approximately 50%

of the debt capital stack open to prepayment at par in three years

(1) Figures exclude pro rata share of Unconsolidated JV and capital leases

($ in  millions)

5

(1)

CONFIDENTIAL  |  39

WA Fixed Rate

Maturing Debt

WA Floating Rate

Maturing Debt

2.09%

2.89%

-

-

-

-

-

4.11%

-

-

4.20%

-

-

-

-

-

-

-

7.50%

-

-

3.55%

CONFIDENTIAL  |  40

Investment Summary: Why Park Hotels & Resorts?

Scale and Iconic

Real Estate

Iconic,

irreplaceable

assets

with

significant

embedded

value;

replacement

cost

is

estimated

at

$18.5bn

or

$525,000

per

key

Portfolio

is

well

insulated

from

supply

pressures,

facing

just

2.2%

supply

growth

per

annum

over

the

next

2

years,

or

50bp+

below

peer

average

Park

will

rank

as

24

th

largest

U.S.

REIT

and

will

be

over

2.5x

larger

than

the

average

lodging

REIT

(ex-HST).

Historically,

large

cap

REITs

have

enjoyed

a

17%

multiple

premium

over

small

cap

peers

(1)

Significant Growth

Profile

Superior Balance

Sheet and Liquidity

Opportunity

to

actively

asset

manage

the

portfolio

to

help

deliver

strong

internal

growth

Currently

a

260bp

Adjusted

EBITDA

margin

gap

between

Park

Hotels

and

its

full-service

lodging

REIT

peers.

Each

50bp

of

Adjusted

EBITDA

margin

improvement

translates

into

$160mn

of

value

creation

(2)

Utilize

Park’s

size

and

liquidity

for

strategic

acquisitions,

including

single

assets,

portfolios

and

M&A

Identified

over

a

dozen

hotels

targeted

for

renovation

(ROI

projects),

intends

to

invest

nearly

$200mn

over

the

next

several

years,

with

targeted

yields

of

15%

to

20%

Maintains

a

very

strong

and

flexible

balance

sheet

with

leverage

of

4.0x

at

a

weighted

average

cost

of

3.7%

2%

of

debt

maturing

over

the

next

4

years

(3)

Park

expected

to

have

$1

billion

under

revolving

credit

facility

to

fund

external

growth

opportunities

(1)

Per FactSet. Average of largest REITs’ multiple premium over respective subsector peers in the last five years

(2)

Assumes Adjusted EBITDA multiple of 11x

(3)

Excludes pro rata share of Unconsolidated JVs

Appendix

Hilton New York Midtown

CONFIDENTIAL  |  42

(1)

Includes approximately 25 rooms that will become part of Hilton Grand Vacations prior to the completion of the spin-off

(2)

Includes approximately 600 rooms that will become part of Hilton Grand Vacations prior to the completion of the spin-off

(3)

Park Hotels & Resorts estimate

Top 10 Assets Overview

Iconic Assets Valued at Well Below Replacement Cost

Hotel

Rooms

Meeting

Space

Replacement

Cost (/ key)

(3)

Description

Hilton Hawaiian Village

Honolulu, Hawaii

2,860

96,000

(sq. ft.)

$2.9bn

($1.0mn/key)

22-acre oceanfront resort along Waikiki Beach, with 145,000

sq. ft. of retail space

Hilton San Francisco Union

Square

Parc 55 Hotel San Francisco

San Francisco, California

1,919

1,024

136,000

32,000

$2.3bn

($775k/key)

Two adjacent convention hotels together comprising 2,943

rooms with 160,000+ sq. ft. of meeting space spanning 1.5 city

blocks in the Union Square area of San Francisco

Hilton New York Midtown

New York, New York

1,929

(1)

150,000

$2.0bn

($1.1mn/key)

The hotel with the most meeting space in

Manhattan,

benefitting from 5,000 sq. ft.

of highly desirable retail with

frontage on Sixth Avenue

Hilton Waikoloa Village

Waikoloa Village, Hawaii

1,241

(2)

57,000

$1.0bn

($825k/key)

62-acre oceanfront resort on the

Big Island of Hawaii

Hilton Chicago

Chicago, Illinois

1,544

190,000

$900mn

($580k/key)

Convention hotel that covers a full city block in downtown

Chicago

Waldorf Astoria Orlando

Hilton Orlando Bonnet Creek

Orlando, Florida

498

1,001

34,000

113,000

$825mn

($550k/key)

Secluded

within a 482-acre nature preserve, the resort is

located near Walt Disney World®  with a

Rees Jones designed

championship golf course

Hilton New Orleans Riverside

New Orleans, Louisiana

1,622

143,000

$720mn

($445k/key)

Overlooks the Mississippi River, adjacent to one of the largest

U.S. convention centers and proximate to the French Quarter

Waldorf Astoria Casa Marina Resort

Key West, Florida

311

11,000

$348mn

($1.1mn/key)

Landmark luxury beach resort in Key West overlooking nearly a

quarter mile of private beachfront

Top 10 Assets:

Total Park Portfolio:

13,949

35,418

962,000

2,300,000+

$11.0bn

($790k/key)

$18.5bn

($525k/key)

Top 10 properties contributed ~61% of LTM Ownership EBITDA,

while delivering annualized EBITDA growth of 11% over the last five years

CONFIDENTIAL  |  43

Pro Forma Adjusted EBITDA

(1)

Waldorf=Astoria NY, Hilton Templepatrick and Doubletree Missoula included in historical GAAP results

(2)

Represents incremental fees based on the terms of the post spin management agreements with Hilton and

the estimated excise taxes on certain REIT leases

(3)

Includes six properties acquired in 2015 in a 1031 Like-Kind Exchange and five Unconsolidated JVs that

became Wholly-Owned properties in 2014, which were not included in historical GAAP results prior to 100%

ownership

FYE

FYE

FYE

LTM

($ in millions)

2013

2014

2015

2016

GAAP Net Income

147

$       

181

$       

299

$       

191

$       

Interest income

(2)

(1)

(1)

(1)

Interest expense

162

186

186

188

Income tax expense

104

117

118

84

Depreciation and amortization expense

246

248

287

295

Interest, income tax and depreciation and amortization expenses

37

33

25

25

included in equity in earnings from investment in affiliates

EBITDA

694

$       

764

$       

914

$       

782

$       

Gain on sales of assets, net

-

-

(143)

(1)

Gain on foreign currency transactions

-

(2)

-

-

FF&E replacement reserve

1

2

2

2

Gain on debt extinguishment

(68)

-

-

-

Impairment loss

-

-

-

15

Other gain (loss), net

-

(25)

6

8

Other adjustment items

54

15

38

14

Adjusted EBITDA

681

$       

754

$       

817

$       

820

$       

Less:

Adjusted EBITDA from hotels disposed of

(1)

(79)

(76)

1

(2)

Spin-off adjustments

(2)

(67)

(63)

(57)

(55)

Add:

Adjusted EBITDA from hotels prior to owning

(3)

125

138

20

-

Pro forma Adjusted EBITDA

660

$       

753

$       

781

$       

763

$       

CONFIDENTIAL  |  44

Funds from Operations

(1)

Waldorf=Astoria NY, Hilton Templepatrick and Doubletree Missoula included in historical GAAP results.

(2)

Reflects adjustments to: (a) our historical debt and related balances and interest expense to give the net effect to

financing transactions that will be completed prior to spin-off, (b) changes in expenses related to management and

franchise agreements we will enter into with Hilton upon completion of the spin-off, (b) the removal of non-recurring

separation expenses, and (d) the estimated excise taxes on certain REIT leases.

(3)

NAREIT FFO attributable to Parent means net income (loss) attributable to Parent (calculated in accordance with

U.S. generally accepted accounting principles (“U.S. GAAP”)), excluding gains (losses) from sales of real estate,

the cumulative effect of changes in accounting principles, real estate-related depreciation, amortization and

impairments and adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are

calculated to reflect our pro rata share of the FFO of those entities on the same basis. We calculate NAREIT FFO

attributable to Parent for a given operating period in accordance with the guidelines of the National Association of

Real Estate Investment Trusts (“NAREIT”).  There were no adjustments to NAREIT FFO attributable to Parent

during the LTM ended September 30, 2016.

Historical

Hotels

Spin-off and Financing

Pro Forma

($ in millions)

LTM

Disposed of

(1)

Adjustments

(2)

LTM

Net income attributable to Parent

184

$           

16

$                      

80

$                             

280

$            

Depreciation and amortization expense

295

(1)

-

294

Impairment loss

15

(15)

-

-

Gain on sales of assets, net

(1)

1

-

-

Equity investment adjustments:

-

Equity in earnings from investments in affiliates

(20)

-

-

(20)

Pro rata FFO of equity investments

38

-

-

38

NAREIT and Adjusted FFO attributable to Parent

(3)

511

$           

1

$                       

80

$                             

592

$            

CONFIDENTIAL  |  45

Historical Operating Results –

Consolidated Hotels

(1)

Includes periods prior to the Company’s ownership of the hotels and are pro forma adjusted for the incremental fees based on the terms of the post-spin management agreements with Hilton

(2)

Operational results of international properties reflected in 2016 FX currency neutral rates as September 30, 2016

(3)

Financial results of international properties reflected using actual FX rates

(4)

See slide, “Reconciliation -

Pro Forma Total Portfolio Revenue to Total GAAP Revenue and Pro Forma Hotel EBITDA Margin" for reconciliation to Total GAAP Revenue

The

following

table

presents

the

historical

operating

results

of

the

Consolidated

Hotels

(1)

:

2015

2016

($ in millions)

Q1A

Q2A

Q3A

Q4A

FYE

Q1A

Q2A

Q3A

Room Count

30,624

30,639

30,660

30,676

30,627

30,627

30,631

30,612

30,627

30,291

30,345

30,343

30,343

RevPar

(2)

123.73

$  

133.53

$  

143.19

$  

153.63

$  

149.29

$  

169.44

$  

165.73

$  

156.63

$  

160.31

$  

154.87

$  

169.64

$  

164.92

$  

161.50

$  

RevPar Growth %

n/a

7.9%

7.2%

7.3%

n/a

n/a

n/a

n/a

4.3%

3.7%

0.1%

(0.5%)

0.7%

Total RevPar

(2)

184.77

$  

195.67

$  

210.59

$  

226.47

$  

229.33

$  

256.31

$  

238.31

$  

236.83

$  

240.21

$  

237.22

$  

259.19

$  

239.09

$  

243.04

$  

Total RevPar

Growth %

n/a

5.9%

7.6%

7.5%

n/a

n/a

n/a

n/a

6.1%

3.4%

1.1%

0.3%

1.2%

ADR

(2)

166.20

$  

174.21

$  

181.29

$  

189.86

$  

191.01

$  

197.00

$  

195.03

$  

200.24

$  

195.85

$  

200.58

$  

201.04

$  

198.50

$  

200.08

$  

ADR Growth %

n/a

4.8%

4.1%

4.7%

n/a

n/a

n/a

n/a

3.2%

5.0%

2.1%

1.8%

2.2%

Occupancy %

74.5%

76.6%

79.0%

80.9%

78.2%

86.0%

85.0%

78.2%

81.9%

77.2%

84.4%

83.1%

80.7%

Occupancy Growth (bps)

n/a

220 bps

234 bps

193 bps

n/a

n/a

n/a

n/a

93 bps

(95) bps

(163) bps

(190) bps

(113) bps

Pro Forma Revenue Summary

(3)

Room

1,421

$    

1,527

$    

1,628

$    

1,748

$    

414

$       

475

$       

469

$       

443

$       

1,801

$    

427

$       

469

$       

460

$       

1,799

$    

F&B

559

564

594

632

172

192

154

177

695

178

199

156

710

Other

134

146

169

193

50

51

51

49

201

51

49

51

200

Pro Forma Hotel Revenue

(4)

2,114

$    

2,237

$    

2,391

$    

2,573

$    

636

$       

718

$       

674

$       

669

$       

2,697

$    

656

$       

717

$       

667

$       

2,709

$    

Departmental & Other Expenses

1,534

1,574

1,605

1,685

432

454

445

446

1,777

451

463

447

1,807

Management Fees, pro forma

103

112

124

135

33

38

35

34

140

33

38

34

139

Pro Forma Hotel Adjusted EBITDA

477

$       

551

$       

662

$       

753

$       

171

$       

226

$       

194

$       

189

$       

780

$       

172

$       

216

$       

186

$       

763

$       

Pro Forma Hotel Adjusted EBITDA Margin %

22.5%

24.6%

27.6%

29.3%

26.8%

31.5%

28.8%

28.3%

28.9%

26.2%

30.1%

27.8%

28.2%

LTM

2011A

2012A

2013A

2014A

CONFIDENTIAL  |  46

Historical Operating Results –

Top 10 Hotels

(1)

Includes periods prior to the Company’s ownership of the hotels and are pro forma adjusted for the incremental fees based on the terms of the post-spin management agreements with Hilton

The following table presents the historical operating results of the Top 10 properties

(1)

as measured by 2015 Hotel EBITDA:

2015

2016

($ in millions)

Q1A

Q2A

Q3A

Q4A

FYE

Q1A

Q2A

Q3A

Room Count

13,978

13,980

13,981

13,996

13,948

13,948

13,952

13,953

13,951

13,904

13,953

13,951

13,951

RevPar

157.71

$  

170.93

$  

184.55

$  

195.20

$  

182.70

$  

211.77

$  

206.16

$  

206.27

$  

201.78

$  

193.89

$  

210.88

$  

204.73

$  

203.96

$  

RevPar Growth %

n/a

8.4%

8.0%

5.8%

n/a

n/a

n/a

n/a

3.4%

6.1%

(0.4%)

(0.7%)

1.1%

Total RevPar

239.27

$  

253.88

$  

277.42

$  

297.18

$  

294.27

$  

335.48

$  

306.48

$  

317.10

$  

313.38

$  

310.86

$  

337.26

$  

307.88

$  

318.25

$  

Total RevPar Growth %

n/a

6.1%

9.3%

7.1%

n/a

n/a

n/a

n/a

5.5%

5.6%

0.5%

0.5%

1.6%

ADR

202.54

$  

215.49

$  

225.34

$  

234.70

$  

229.70

$  

239.19

$  

236.68

$  

251.33

$  

239.31

$  

244.52

$  

243.64

$  

239.87

$  

244.78

$  

ADR Growth %

n/a

6.4%

4.6%

4.2%

n/a

n/a

n/a

n/a

2.0%

6.5%

1.9%

1.3%

2.3%

Occupancy %

77.9%

79.3%

81.9%

83.2%

79.5%

88.5%

87.1%

82.1%

84.3%

79.3%

86.6%

85.4%

83.3%

Occupancy Growth (bps)

n/a

146 bps

257 bps

127 bps

n/a

n/a

n/a

n/a

116 bps

(24) bps

(198) bps

(175) bps

(100) bps

Pro Forma Revenue Summary

Room

805

$       

875

$       

942

$       

997

$       

229

$       

269

$       

265

$       

265

$       

1,028

$    

246

$       

268

$       

263

$       

1,042

$    

F&B

325

328

353

382

106

121

92

107

426

113

127

97

444

Other

91

96

121

139

35

36

36

35

142

35

34

35

139

Pro Forma Hotel Revenue

1,221

$    

1,299

$    

1,416

$    

1,518

$    

370

$       

426

$       

393

$       

407

$       

1,596

$    

394

$       

429

$       

395

$       

1,625

$    

Departmental & Other Expenses

864

886

914

959

247

263

254

257

1,021

262

269

259

1,047

Management Fees, pro forma

61

67

76

82

19

23

21

22

85

21

23

21

86

Pro Forma Hotel Adjusted EBITDA

296

$       

346

$       

426

$       

477

$       

104

$       

140

$       

118

$       

128

$       

490

$       

111

$       

137

$       

115

$       

492

$       

Pro Forma Hotel Adjusted EBITDA Margin %

24.2%

26.6%

30.1%

31.4%

28.1%

33.0%

30.0%

31.4%

30.7%

28.2%

32.1%

29.2%

30.3%

LTM

2011A

2012A

2013A

2014A

CONFIDENTIAL  |  47

Unconsolidated Joint Venture EBITDA

Segmentation by Market

Historical

Operating

Results

–

Other

(1)

EBITDA shown at pro rata ownership share

(2)

Year-to-date as of September 30, 2016

(3) 

Includes spin-off related and other transaction expenses and acquisition costs

(4)

As shown in the Combined Consolidated Statements of Comprehensive Income per the Form 10

(5)

Includes three laundry facilities

Pro Forma Unconsolidated Joint Venture EBITDA

($ in millions)

2015

LTM

Pro Forma Unconsolidated JV EBITDA (9 hotels)

(1)

46

$            

45

$         

Bridge from Corporate G&A to Corporate Expense and Other

($ in millions)

Corporate G&A Expense

45

$      

35

$      

44

$      

Adjustments:

Add: Transaction Expenses & Other

(3)

38

11

13

Add: Laundry Expense

13

10

15

Total Adjustments

51

$      

21

$      

28

$      

Corporate Expense and Other

(4)

96

$      

56

$      

72

$      

LTM

YTD

(2)

2015A

Laundry Facilities

(5)

($ in millions)

Revenue

13

$         

14

$         

Expenses

13

$         

15

$         

2015A

LTM

Southern

California

Northern Florida

International

Washington DC

Metro

New Jersey

Nevada

35%

25%

19%

16%

3%

2%

CONFIDENTIAL  |  48

Pro Forma Debt Profile and Pro Forma Capitalization

Pro Forma Debt Profile ($ in millions)

Tranche

Amount

Maturity

Rate

Amortization

Senior Unsecured Revolver

$1,000 (undrawn)

5 years

L+1.50%

(1)

Interest only

Senior Unsecured Term Loan A

$750

5 years

L+1.45%

(1)

Interest only

CMBS Loan - HHV

$1,275

10 years

4.1995%

Interest only

CMBS Loan - SF/Parc55

$725

7 years

4.1145%

Interest only

Senior Unsecured Notes due 2017

$55

1 year

7.5000%

Interest only

DT Santa Barbara - Fess Parker Loan

$165

10 years

4.1700%

Interest only through 2021; 30 year amortization thereafter

DT Ontario Loan

$30

5 years

L+2.50%

Interest only through 2020; 25 year amortization thereafter

DT Spokane Loan

$12

4 years

3.5500%

Interest only

(1)

Spread adjusted based on leverage metrics as defined in the credit agreement

(2)

Reflects repayment of existing $104 million loan and issuance of new $165 million loan closed in November 2016

(3)

Includes two capital lease obligations

(4)

$1.275 billion loan secured by HLT Hawaiian Village hotel closed in October 2016

(5)

$725 million loan secured by Hilton San Francisco Union Square and Parc 55 hotels closed in October 2016

(6)

Credit facility expected to close by mid December 2016; Revolver undrawn at time of spin

(7)

$8 million unamortized deferred financing costs related to Revolver not included in FY2016E long term debt

balance

Pro Forma Capitalization

Pro Forma

Pro Forma

Capitalization

Adjustments

Capitalization

Adjustments

Recapitalization

($ in millions)

as of 12/31/2015

through Q3 2016

as of 9/30/2016

& Q4 Activity

FY2016E

CMBS Loan

3,418

$               

(991)

$               

2,427

$               

(2,427)

$            

-

$                      

Bonnet Creek Loan

450

(4)

446

(446)

-

DT

Santa

Barbara

-

Fess

Parker

Loan

(2)

104

-

104

61

165

Senior Unsecured Notes due 2017

55

-

55

-

55

DT Ontario AP Loan

30

-

30

-

30

Capitalized Leases

(3)

17

(2)

15

-

15

DT Spokane Loan

12

-

12

-

12

CMBS

Loan

-

HHV

(4)

-

-

-

1,275

1,275

CMBS

Loan

-

SF/Parc55

(5)

-

-

-

725

725

Senior Unsecured Term Loan A

(6)

-

-

-

750

750

Senior Unsecured Revolver

(6)

-

-

-

-

-

Long Term Debt

4,086

$               

(997)

$               

3,089

$               

(62)

$                 

3,027

$               

Less: Unamortized Deferred Financing Costs

(7)

(29)

13

(16)

(4)

(20)

Total Long Term Debt

4,057

$               

(984)

$               

3,073

$               

(66)

$                 

3,007

$               

Hilton Hawaiian Village

1

Hilton Waikoloa Village

Reconciliations

CONFIDENTIAL  |  50

Reconciliation –

GAAP Net Income to Pro Forma Ownership EBITDA

(1)

Includes Wholly-Owned, Consolidated JVs and Unconsolidated JVs at pro rata equity share

(2)

Waldorf=Astoria NY, Hilton Templepatrick and Doubletree Missoula included in historical GAAP results

(3)

Represents incremental fees based on the terms of the post spin management agreements with Hilton and the

estimated excise taxes on certain REIT leases

(4)

Includes six properties acquired in 2015 in a 1031 Like-Kind Exchange and five Unconsolidated JVs that became

Wholly-Owned properties in 2014, which were not included in historical GAAP results prior to 100% ownership

FYE

FYE

FYE

FYE

FYE

LTM

($ in millions)

2011

2012

2013

2014

2015

2016

GAAP Net Income

(44)

$        

59

$         

147

$       

181

$       

299

$       

190

$       

Other revenue

(10)

(10)

(10)

(10)

(13)

(14)

Impairment loss

5

23

-

-

-

15

Depreciation and amortization expense

239

228

246

248

287

295

Corporate and other expense

54

64

103

67

96

72

Gain on sales of assets, net

-

-

-

-

(143)

(1)

Interest income

(3)

(2)

(2)

(1)

(1)

(1)

Interest expense

176

153

162

186

186

188

161

37

37

33

25

25

Gain on foreign currency transactions

-

1

-

(2)

-

-

Gain on extinguishment of debt

-

-

(68)

-

-

-

Other gain (loss), net

-

-

-

(25)

6

8

Income tax expense

(28)

54

104

117

118

84

FF&E replacement reserve

4

2

1

2

2

2

Ownership EBITDA

(1)

554

$       

609

$       

720

$       

796

$       

862

$       

863

$       

Less:

Adjusted EBITDA from hotels disposed of

(2)

(71)

(68)

(79)

(76)

1

-

Spin-off adjustments

(3)

(56)

(61)

(67)

(63)

(57)

(55)

Add:

Adjusted EBITDA from hotels prior to owning

(4)

83

106

125

138

20

-

Pro forma Ownership EBITDA

510

$       

586

$       

699

$       

795

$       

826

$       

808

$       

Interest, income tax and depreciation and

amortization expenses included in equity in

earnings from investment in affiliates

CONFIDENTIAL  |  51

Reconciliation

–

Pro

Forma

Hotel

Adjusted

EBITDA

to

Ownership

EBITDA

(1)

Waldorf=Astoria NY, HLT Templepatrick and DT Missoula included in historical GAAP results

(2)

Represents incremental fees based on the terms of the post spin management agreements with Hilton and the

estimated excise taxes on certain REIT leases

(3)

Includes six properties acquired in 2015 in a 1031 Like-Kind Exchange and five Unconsolidated JVs that became

Wholly-Owned properties in 2014, which were not included in historical GAAP results prior to 100% ownership

(4)

Excludes Unconsolidated JVs

(5)

See slide, “Reconciliation –

GAAP Net Income to Pro Forma Ownership EBITDA” for reconciliation to GAAP Net

Income

FYE

FYE

FYE

FYE

FYE

LTM

($ in millions)

2011

2012

2013

2014

2015

2016

Pro forma Hotel Adjusted EBITDA

477

$       

551

$       

662

$       

753

$       

780

$       

763

$       

Add:

Adjusted

EBITDA

from

hotels

disposed

of

(1)

58

54

64

67

(2)

1

Spin-off adjustments

(2)

56

61

67

63

57

55

Less:

Adjusted EBITDA from hotels prior to owning

(3)

(82)

(105)

(123)

(136)

(20)

-

Hotel Adjusted EBITDA

(4)

509

561

670

747

815

819

Pro forma Adjusted EBITDA from Unconsolidated JVs

33

35

37

42

46

45

Add:

Adjusted EBITDA from hotels disposed of

(1)

13

14

15

9

1

-

Less:

Adjusted

EBITDA

from

hotels

prior

to

owning

(3)

(1)

(1)

(2)

(2)

-

-

Adjusted EBITDA from Unconsolidated JVs

45

48

50

49

47

45

Ownership EBITDA

554

$       

609

$       

720

$       

796

$       

862

$       

864

$       

Pro forma Hotel Adjusted EBITDA

477

$       

551

$       

662

$       

753

$       

780

$       

763

$       

Pro forma Adjusted EBITDA from Unconsolidated JVs

33

35

37

42

46

45

Pro forma Ownership EBITDA

(5)

510

$       

586

$       

699

$       

795

$       

826

$       

808

$       

CONFIDENTIAL  |  52

Reconciliation

–

Pro

Forma

Total

Portfolio

Revenue

to

Total

GAAP

Revenue and Pro Forma Hotel Adjusted EBITDA Margin

(1)

Total Portfolio Revenue consists of all Company revenues, including revenues from our Wholly-Owned,

Consolidated JVs, Unconsolidated JVs, and Laundry facilities

(2)

Waldorf=Astoria NY, Hilton Templepatrick and Doubletree Missoula included in historical GAAP results

(3)

Includes six properties acquired in 2015 in a 1031 Like-Kind Exchange and five Unconsolidated JVs that became

Wholly-Owned properties in 2014, which were not included in historical GAAP results prior to 100% ownership

(4)

See slide, “Reconciliation –

Pro Forma Hotel Adjusted EBITDA to Ownership EBITDA” for reconciliation

FYE

FYE

FYE

FYE

FYE

LTM

($ in millions)

2011

2012

2013

2014

2015

2016

Pro forma Total Portfolio Revenue

(1)

2,230

$    

2,358

$    

2,516

$    

2,707

$    

2,840

$    

2,855

$    

Less:

Pro rata share from Unconsolidated JVs

(106)

(111)

(115)

(124)

(130)

(133)

Less:

Revenue from Laundry facilities

(10)

(10)

(10)

(10)

(13)

(13)

Pro forma Hotel Revenue

2,114

2,237

2,391

2,573

2,697

2,709

Add:

Revenue from Laundry facilities

10

10

10

10

13

13

Add:

Revenue from hotels disposed of

(2)

276

275

289

298

30

10

Less:

Revenue from hotels prior to owning

(3)

(299)

(332)

(357)

(368)

(52)

-

Total GAAP Revenue

2,101

$    

2,190

$    

2,333

$    

2,513

$    

2,688

$    

2,732

$    

Pro forma Hotel Revenue

2,114

$    

2,237

$    

2,391

$    

2,573

$    

2,697

$    

2,709

$    

Pro forma Hotel Adjusted EBITDA

(4)

477

$       

551

$       

662

$       

753

$       

780

$       

763

$       

Pro forma Hotel Adjusted EBITDA Margin

22.6%

24.6%

27.7%

29.3%

28.9%

28.2%

CONFIDENTIAL  |  53

Defined Terms

LTM

Last twelve months as of September 30, 2016, unless stated otherwise

Replacement Cost

Replacement cost is the cost of developing a property similar to the subject property and includes the following

elements: land value; building construction cost; furniture, fixtures, and equipment (FF&E) cost; soft costs; opening

costs; and developer's costs. Replacement cost reflected in this presentation are internal Park estimates

Wholly-Owned

Includes all properties that are owned at 100% equity

Consolidated JVs

Represents entities in which Park has a controlling financial interest

Unconsolidated JVs

Represents entities in which Park does not have a controlling financial interest

EBITDA

(Includes all JV interests)

EBITDA reflects net income excluding interest expense, a provision for income taxes and depreciation and

amortization.  We consider EBITDA to be a useful measure for investors in evaluating and facilitating comparisons of

our operating performance between periods and between REITs by removing the impact of our capital structure

(primarily interest expense) and asset base (primarily depreciation and amortization) from our operating results

Adjusted EBITDA

(Includes all JV interests)

Adjusted EBITDA is calculated as EBITDA, as previously defined, 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 (“FF&E”) replacement reserves required by certain lease agreements; (vi) reorganization costs; (vii)

share-based and certain other compensation expenses; (viii) severance, relocation and other expenses; and (ix)

other items

Ownership EBITDA

(Includes all JV interests)

Ownership Segment Adjusted EBITDA (“Ownership EBITDA”)  is Hotel Adjusted EBITDA plus pro rata share of

Adjusted EBITDA from Unconsolidated JVs. We present Ownership EBITDA to help us and our investors evaluate

the ongoing operating performance of our entire portfolio of hotels

Hotel Adjusted EBITDA

(Excludes UJV

interests)

Consolidated Hotel Adjusted EBITDA (“Hotel Adjusted EBITDA”) measures property-level results before debt service,

depreciation and corporate expenses for our consolidated properties, excluding properties owned by Unconsolidated

JVs, and is a key measure of our profitability. We present Hotel Adjusted EBITDA to help us and our investors

evaluate the ongoing operating performance of our consolidated properties