Hilton Worldwide Holdings Inc. (Form: 10-Q, Received: 04/29/2015 13:57:36)

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, 2015



¨	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

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 ¨

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 28, 2015 was 987,448,909 .

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	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4.	Controls and Procedures	45

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
	Signatures	48

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)



	March 31,			December 31,
	2015			2014
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	547		$	566
Restricted cash and cash equivalents	269			202
Accounts receivable, net of allowance for doubtful accounts of $29 and $29	899			844
Inventories	421			404
Deferred income tax assets	20			20
Current portion of financing receivables, net	60			66
Current portion of securitized financing receivables, net	60			62
Prepaid expenses	153			133
Income taxes receivable	29			132
Other	31			70
Total current assets (variable interest entities - $137 and $136)	2,489			2,499
Property, Investments and Other Assets:
Property and equipment, net	9,193			7,483
Property and equipment, net held for sale	—			1,543
Financing receivables, net	451			416
Securitized financing receivables, net	376			406
Investments in affiliates	156			170
Goodwill	5,916			6,154
Brands	4,925			4,963
Management and franchise contracts, net	1,252			1,306
Other intangible assets, net	639			674
Deferred income tax assets	159			155
Other	349			356
Total property, investments and other assets (variable interest entities - $576 and $613)	23,416			23,626
TOTAL ASSETS	$	25,905		$	26,125
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	2,132		$	2,099
Current maturities of long-term debt	10			10
Current maturities of non-recourse debt	137			127
Income taxes payable	19			21
Total current liabilities (variable interest entities - $171 and $162)	2,298			2,257
Long-term debt	10,572			10,803
Non-recourse debt	711			752
Deferred revenues	447			495
Deferred income tax liabilities	5,344			5,216
Liability for guest loyalty program	742			720
Other	1,169			1,168
Total liabilities (variable interest entities - $741 and $788)	21,283			21,411
Commitments and contingencies - see Note 18
Equity:
Preferred stock, $0.01 par value; 3,000,000,000 authorized shares, none issued or outstanding as of March 31, 2015 and December 31, 2014	—			—
Common stock, $0.01 par value; 30,000,000,000 authorized shares, 987,474,411 issued and 987,445,644 outstanding as of March 31, 2015 and 984,623,863 issued and outstanding as of December 31, 2014	10			10
Additional paid-in capital	10,028			10,028
Accumulated deficit	(4,508		)	(4,658		)
Accumulated other comprehensive loss	(868		)	(628		)
Total Hilton stockholders' equity	4,662			4,752
Noncontrolling interests	(40		)	(38		)
Total equity	4,622			4,714
TOTAL LIABILITIES AND EQUITY	$	25,905		$	26,125

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)



	Three Months Ended
	March 31,
	2015			2014
Revenues
Owned and leased hotels	$	957		$	945
Management and franchise fees and other	371			312
Timeshare	321			279
	1,649			1,536
Other revenues from managed and franchised properties	950			827
Total revenues	2,599			2,363

Expenses
Owned and leased hotels	768			771
Timeshare	234			177
Depreciation and amortization	175			153
General, administrative and other	127			97
	1,304			1,198
Other expenses from managed and franchised properties	950			827
Total expenses	2,254			2,025

Gain on sales of assets, net	145			—

Operating income	490			338

Interest income	6			1
Interest expense	(144		)	(153		)
Equity in earnings from unconsolidated affiliates	4			4
Gain (loss) on foreign currency transactions	(18		)	14
Other gain (loss), net	(25		)	3

Income before income taxes	313			207

Income tax expense	(163		)	(83		)

Net income	150			124
Net income attributable to noncontrolling interests	—			(1		)
Net income attributable to Hilton stockholders	$	150		$	123

Earnings per share
Basic and diluted	$	0.15		$	0.12

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

(Unaudited)



	Three Months Ended
	March 31,
	2015			2014
Net income	$	150		$	124
Other comprehensive income (loss), net of tax benefit (expense):
Currency translation adjustment, net of tax of $(91) and $36	(234		)	28
Pension liability adjustment, net of tax of $(1) and $—	1			1
Cash flow hedge adjustment, net of tax of $4 and $2	(7		)	(3		)
Total other comprehensive income (loss)	(240		)	26

Comprehensive income (loss)	(90		)	150
Comprehensive loss attributable to noncontrolling interests	—			1
Comprehensive income (loss) attributable to Hilton stockholders	$	(90	)	$	151

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)



	Three Months Ended
	March 31,
	2015			2014
Operating Activities
Net income	$	150		$	124
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	175			153
Gain on sale of assets	(145		)	—
Equity in earnings from unconsolidated affiliates	(4		)	(4		)
Loss (gain) on foreign currency transactions	18			(14		)
Other loss (gain), net	25			(3		)
Share-based compensation	19			19
Distributions from unconsolidated affiliates	12			2
Deferred income taxes	40			(52		)
Change in restricted cash and cash equivalents	(2		)	(11		)
Working capital changes and other	(2		)	(67		)
Net cash provided by operating activities	286			147

Investing Activities
Capital expenditures for property and equipment	(88		)	(43		)
Acquisitions, net of cash acquired	(1,298		)	—
Payments received on other financing receivables	1			1
Issuance of other financing receivables	(2		)	(1		)
Investments in affiliates	—			(2		)
Distributions from unconsolidated affiliates	2			3
Proceeds from asset dispositions	1,869			—
Contract acquisition costs	(11		)	(16		)
Software capitalization costs	(8		)	(15		)
Net cash provided by (used in) investing activities	465			(73		)

Financing Activities
Repayment of debt	(710		)	(219		)
Debt issuance costs	—			(2		)
Change in restricted cash and cash equivalents	(57		)	(10		)
Distributions to noncontrolling interests	(2		)	(1		)
Excess tax benefits from share-based compensation	8			—
Net cash used in financing activities	(761		)	(232		)

Effect of exchange rate changes on cash and cash equivalents	(9		)	(1		)
Net decrease in cash and cash equivalents	(19		)	(159		)
Cash and cash equivalents, beginning of period	566			594

Cash and cash equivalents, end of period	$	547		$	435

Supplemental Disclosures
Cash paid during the year:
Interest	$	88		$	97
Income taxes, net of refunds	20			22

Non-cash financing activities:
Long-term debt assumed	450			—

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(In millions)

(Unaudited)



	Equity Attributable to Hilton Stockholders
				Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss
	Common Stock												Noncontrolling Interests
	Shares	Amount											Noncontrolling Interests			Total
Balance as of December 31, 2014	985	$	10	$	10,028		$	(4,658	)	$	(628	)	$	(38	)	$	4,714
Net income	—	—		—			150			—			—			150
Other comprehensive income (loss), net of tax:
Currency translation adjustment	—	—		—			—			(234		)	—			(234		)
Pension liability adjustment	—	—		—			—			1			—			1
Cash flow hedge adjustment	—	—		—			—			(7		)	—			(7		)
Other comprehensive loss	—	—		—			—			(240		)	—			(240		)
Share-based compensation	2	—		(8		)	—			—			—			(8		)
Excess tax benefits on equity awards	—	—		8			—			—			—			8
Distributions	—	—		—			—			—			(2		)	(2		)
Balance as of March 31, 2015	987	$	10	$	10,028		$	(4,508	)	$	(868	)	$	(40	)	$	4,622



	Equity Attributable to Hilton Stockholders
				Additional Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss
	Common Stock											Noncontrolling Interests
	Shares	Amount										Noncontrolling Interests			Total
Balance as of December 31, 2013	985	$	10	$	9,948	$	(5,331	)	$	(264	)	$	(87	)	$	4,276
Net income	—	—		—		123			—			1			124
Other comprehensive income (loss), net of tax:
Currency translation adjustment	—	—		—		—			30			(2		)	28
Pension liability adjustment	—	—		—		—			1			—			1
Cash flow hedge adjustment	—	—		—		—			(3		)	—			(3		)
Other comprehensive income (loss)	—	—		—		—			28			(2		)	26
Share-based compensation	—	—		22		—			—			—			22
Distributions	—	—		—		—			—			(1		)	(1		)
Balance as of March 31, 2014	985	$	10	$	9,970	$	(5,208	)	$	(236	)	$	(89	)	$	4,447

See notes to condensed consolidated financial statements.

HILTON WORLDWIDE HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 : Organization and Basis of Presentation

Organization

Hilton Worldwide Holdings Inc. ("Hilton" together with its subsidiaries, "we," "us," "our," the "Company" or the "Parent"), a Delaware corporation, is one of the largest hospitality companies in the world based upon the number of hotel rooms and timeshare units under our 12 distinct brands. We are engaged in owning, leasing, managing, developing and franchising hotels, resorts and timeshare properties. As of March 31, 2015 , we owned, leased, managed or franchised 4,318 hotel and resort properties, totaling 713,883 rooms in 94 countries and territories, as well as 44 timeshare properties comprising 6,818 units.

As of March 31, 2015 , affiliates of The Blackstone Group L.P. ("Blackstone" or "our Sponsor") beneficially owned approximately 55.2 percent of our common stock.

Basis of Presentation and Use of Estimates

The accompanying condensed consolidated financial statements for the three months ended March 31, 2015 and 2014 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 U.S. 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, 2014 .

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and, accordingly, ultimate results could differ from those estimates. 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.

Note 2 : Recently Issued Accounting Pronouncements

Adopted Accounting Standards

In January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-01 ("ASU 2015-01"), Income Statement-Extraordinary and Unusual Items (Subtopic 225-20) . This ASU eliminates the concept of extraordinary items and the related income statement presentation of such items. The provisions of ASU 2015-01 are effective for reporting periods beginning after December 15, 2015. We elected, as permitted by the standard, to early adopt ASU 2015-01 on a prospective basis as of January 1, 2015. The adoption did not have an effect on our condensed consolidated financial statements.

Accounting Standards Not Yet Adopted

In April 2015, the FASB issued ASU No. 2015-03 ("ASU 2015-03"), Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . This ASU requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the debt liability rather than as an asset, which is consistent with the presentation of debt discounts or premiums. The provisions of ASU 2015-03 are effective for reporting periods beginning after December 31, 2015; early adoption is permitted. We are currently evaluating the effect that this ASU will have on our consolidated financial statements.

In February 2015, the FASB issued ASU No. 2015-02 ("ASU 2015-02"), Consolidation (Topic 810) - Amendments to the Consolidation Analysis . This ASU modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The provisions of ASU 2015-02 are effective for reporting periods beginning after December 15, 2015;

early adoption is permitted. We are currently evaluating the effect that this ASU will have on our consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15 ("ASU 2014-15"), Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern . This ASU requires management to assess and evaluate whether conditions or events exist, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the financial statements issue date. The provisions of ASU 2014-15 are effective for reporting periods beginning after December 15, 2016; early adoption is permitted. The adoption of this ASU is not expected to have a material effect on our consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09 ("ASU 2014-09"), Revenue from Contracts with Customers (Topic 606) . This ASU supersedes the revenue recognition requirements in " Revenue Recognition (Topic 605) ," and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The provisions of ASU 2014-09 are effective for reporting periods beginning after December 15, 2016 and are to be applied retrospectively; early adoption is not permitted. We are currently evaluating the effect that this ASU will have on our consolidated financial statements.

Note 3 : Acquisitions

In February 2015, we used proceeds from the sale of the Waldorf Astoria New York (see Note 4 : " Disposals ") to acquire, as part of a tax deferred exchange of real property, the following properties from sellers affiliated with Blackstone for a total purchase price of $1.76 billion :


•	the resort complex consisting of the Waldorf Astoria Orlando and the Hilton Orlando Bonnet Creek in Orlando, Florida (the "Bonnet Creek Resort");


•	the Casa Marina Resort in Key West, Florida;


•	the Reach Resort in Key West, Florida; and


•	the Parc 55 hotel in San Francisco, California.

We incurred transaction costs of $19 million recognized in other gain (loss), net in our condensed consolidated statement of operations for the three months ended March 31, 2015 .

As of the acquisition date, the fair value of the assets and liabilities acquired were as follows:



	(in millions)
Cash and cash equivalents	$	16
Restricted cash and cash equivalents	8
Inventories	1
Prepaid expenses	3
Other current assets	1
Property and equipment	1,756
Other intangible assets, net	4
Accounts payable, accrued expenses and other	(25		)
Long-term debt	(450		)
Net assets acquired	$	1,314

The fair value of net assets acquired are subject to adjustments as additional information relative to the fair value at the acquisition date become available through the measurement period, which can extend for up to one year after the acquisition date. See Note 11 : " Fair Value Measurements " for additional details on the fair value techniques and inputs used for the measurement of the assets and liabilities.

The results of operations from these properties included in the condensed consolidated statement of operations for the three months ended March 31, 2015 following the acquisitions were not material.

Note 4 : Disposals

In February 2015, we completed the sale of the Waldorf Astoria New York for a purchase price of $1.95 billion and we repaid in full the existing mortgage loan secured by our Waldorf Astoria New York property (the "Waldorf Astoria Loan") of approximately $525 million . As a result of this repayment, we recognized a loss of $6 million in other gain (loss), net in our condensed consolidated statement of operations for the three months ended March 31, 2015 related to the reduction of the Waldorf Astoria Loan's remaining carrying amount of debt issuance costs. Additionally, the Waldorf Astoria New York property was considered a business within our ownership segment; therefore, we reduced the carrying amount of our goodwill and reduced the gain recognized on sale by $185 million , the amount representing the fair value of the business disposed of relative to the portion of our ownership reporting unit goodwill that was retained. As a result of the sale, we recognized a gain of $146 million included in gain on sales of assets, net in our condensed consolidated statement of operations for the three months ended March 31, 2015 .

Note 5 : Property and Equipment

Property and equipment were as follows:



	March 31,			December 31,
	2015			2014
	(in millions)
Land	$	3,450		$	3,009
Buildings and leasehold improvements	6,345			5,150
Furniture and equipment	1,228			1,140
Construction-in-progress	97			53
	11,120			9,352
Accumulated depreciation and amortization	(1,927		)	(1,869		)
	$	9,193		$	7,483

Depreciation and amortization expense on property and equipment, including amortization of assets recorded under capital leases, was $83 million and $77 million during the three months ended March 31, 2015 and 2014 , respectively.

As of March 31, 2015 and December 31, 2014 , property and equipment included approximately $144 million and $149 million , respectively, of capital lease assets primarily consisting of buildings and leasehold improvements, net of $62 million and $64 million , respectively, of accumulated depreciation and amortization.

Note 6 : Financing Receivables

Financing receivables were as follows:



	March 31, 2015
	Securitized Timeshare			Unsecuritized Timeshare			Other			Total
	(in millions)
Financing receivables	$	398		$	483		$	32		$	913
Less: allowance	(22		)	(63		)	(1		)	(86		)
	376			420			31			827

Current portion of financing receivables	63			67			2			132
Less: allowance	(3		)	(9		)	—			(12		)
	60			58			2			120

Total financing receivables	$	436		$	478		$	33		$	947



	December 31, 2014
	Securitized Timeshare			Unsecuritized Timeshare			Other			Total
	(in millions)
Financing receivables	$	430		$	454		$	22		$	906
Less: allowance	(24		)	(58		)	(2		)	(84		)
	406			396			20			822

Current portion of financing receivables	66			74			2			142
Less: allowance	(4		)	(10		)	—			(14		)
	62			64			2			128

Total financing receivables	$	468		$	460		$	22		$	950

Timeshare Financing Receivables

As of March 31, 2015 , we had 51,478 timeshare financing receivables with interest rates ranging from zero percent to 20.50 percent, a weighted average interest rate of 12.04 percent, a weighted average remaining term of 7.4 years and maturities through 2025 . As of March 31, 2015 and December 31, 2014 , we had ceased accruing interest on timeshare financing receivables with an aggregate principal balance of $31 million .

As of March 31, 2015 and December 31, 2014 , we had $162 million and $164 million , respectively, of gross timeshare financing receivables secured under our revolving non-recourse timeshare financing receivables credit facility (the "Timeshare Facility").

The changes in our allowance for uncollectible timeshare financing receivables were as follows:



	Three Months Ended
	March 31,
	2015			2014
	(in millions)
Beginning balance	$	96		$	92
Write-offs	(6		)	(8		)
Provision for uncollectibles on sales	7			6
Ending balance	$	97		$	90

Our timeshare financing receivables as of March 31, 2015 mature as follows:



	Securitized Timeshare			Unsecuritized Timeshare
Year	(in millions)
2015 (remaining)	$	47		$	53
2016	65			56
2017	67			59
2018	67			60
2019	63			59
Thereafter	152			263
	461			550
Less: allowance	(25		)	(72		)
	$	436		$	478

The following table details an aged analysis of our gross timeshare financing receivables balance:



	March 31,		December 31,
	2015		2014
	(in millions)
Current	$	965	$	980
30 - 89 days past due	15		13
90 - 119 days past due	3		2
120 days and greater past due	28		29
	$	1,011	$	1,024

Note 7 : Investments in Affiliates

Investments in affiliates were as follows:



	March 31,		December 31,
	2015		2014
	(in millions)
Equity investments	$	139	$	153
Other investments	17		17
	$	156	$	170

We maintain investments in affiliates accounted for under the equity method, which are primarily investments in entities that owned or leased 16 hotels as of March 31, 2015 and December 31, 2014 . These entities had total debt of approximately $925 million and $929 million as of March 31, 2015 and December 31, 2014 , respectively. Substantially all of the debt is secured solely by the affiliates' assets or is guaranteed by other partners without recourse to us.

Note 8 : Consolidated Variable Interest Entities

As of March 31, 2015 and December 31, 2014 , we consolidated five variable interest entities ("VIEs"). During the three months ended March 31, 2015 and 2014 , 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.

Two of our VIEs lease hotels from unconsolidated affiliates in Japan. We hold a significant ownership interest in these VIEs and have the power to direct the activities that most significantly affect their economic performance. Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily comprised the following:



	March 31,		December 31,
	2015		2014
	(in millions)
Cash and cash equivalents	$	28	$	26
Property and equipment, net	49		49
Non-recourse debt	236		237

The assets of these entities are only available to settle the obligations of these entities. Interest expense related to the non-recourse debt of these two consolidated VIEs was $5 million during the three months ended March 31, 2015 and 2014 and was included in interest expense in our condensed consolidated statements of operations.

We have two VIEs associated with our securitization transactions that both issued debt (collectively, "Securitized Timeshare Debt"). We are the primary beneficiaries of these VIEs as we have the power to direct the activities that most significantly affect their economic performance, the obligation to absorb their losses and the right to receive benefits that are significant to them. Our condensed consolidated balance sheets included the assets and liabilities of these entities, which primarily comprised the following:



	March 31,		December 31,
	2015		2014
	(in millions)
Restricted cash and cash equivalents	$	20	$	20
Securitized financing receivables, net	436		468
Non-recourse debt	450		481

Our condensed consolidated statements of operations included interest income related to these VIEs of $15 million and $7 million during the three months ended March 31, 2015 and 2014 , respectively, included in timeshare revenue, as well as interest expense related to these VIEs of $3 million and $1 million , respectively, included in interest expense. See Note 6 : "Financing Receivables" and Note 9 : "Debt" for additional details.

We have an additional consolidated VIE that owns one hotel that was immaterial to our condensed consolidated financial statements.

Note 9 : Debt

Long-term Debt

Long-term debt balances, including obligations for capital leases, and associated interest rates as of March 31, 2015 were as follows:



	March 31,			December 31,
	2015			2014
	(in millions)
Senior secured term loan facility with a rate of 3.50%, due 2020	$	4,850		$	5,000
Senior notes with a rate of 5.625%, due 2021	1,500			1,500
Commercial mortgage-backed securities loan with an average rate of 4.06%, due 2018 ⁽¹⁾	3,487			3,487
Mortgage loans with an average rate of 4.13%, due 2016 to 2019 ⁽²⁾	646			721
Other unsecured notes with a rate of 7.50%, due 2017	54			54
Capital lease obligations with an average rate of 6.08%, due 2015 to 2097	65			72
	10,602			10,834
Less: current maturities of long-term debt	(10		)	(10		)
Less: unamortized discount on senior secured term loan facility	(20		)	(21		)
	$	10,572		$	10,803

____________


⁽¹⁾	The initial maturity date of the variable-rate component of this borrowing is November 1, 2015. We assumed all extensions, which are solely at our option, were exercised.


⁽²⁾	For mortgage loans with extensions that are solely at our option, we assumed they were exercised.

During the three months ended March 31, 2015 , we made a voluntary prepayment of $150 million on our senior secured term loan facility (the "Term Loans").

As of March 31, 2015 , we had $45 million of letters of credit outstanding under our $1.0 billion senior secured revolving credit facility (the "Revolving Credit Facility"), and a borrowing capacity of $955 million .

In February 2015, we repaid the $525 million Waldorf Astoria Loan concurrent with the sale of the Waldorf Astoria New York. See Note 4 : " Disposals " for further information on the transaction.

In February 2015, we assumed a $450 million mortgage loan secured by the Bonnet Creek Resort (the "Bonnet Creek Loan") as a result of an acquisition. See Note 3 : " Acquisitions " for further information on the transaction. Principal payments, commencing in April 2016, are payable monthly over a 25-year amortization period with the unamortized portion due in full upon maturity . The Bonnet Creek Loan, maturing on April 29, 2018, with an option to extend for one year, bears interest at a variable rate based on one-month LIBOR plus 350 basis points, which is payable monthly.

Our commercial mortgage-backed securities loan secured by 23 of our U.S. owned real estate assets (the "CMBS Loan") and the Bonnet Creek Loan require us to deposit with the lender certain cash reserves for restricted uses. As of March 31, 2015 and December 31, 2014 , our condensed consolidated balance sheets included $69 million and $19 million , respectively, of restricted cash and cash equivalents related to these loans.

Non-recourse Debt

Non-recourse debt, including obligations for capital leases, and associated interest rates as of March 31, 2015 were as follows:



	March 31,			December 31,
	2015			2014
	(in millions)
Capital lease obligations of consolidated VIEs with a rate of 6.34%, due 2018 to 2026	$	213		$	216
Non-recourse debt of consolidated VIEs with an average rate of 3.51%, due 2015 to 2018 ⁽¹⁾	35			32
Timeshare Facility with a rate of 1.17%, due 2017	150			150
Securitized Timeshare Debt with an average rate of 1.97%, due 2026	450			481
	848			879
Less: current maturities of non-recourse debt	(137		)	(127		)
	$	711		$	752

____________


⁽¹⁾	Excludes the non-recourse debt of our VIEs that issued the Securitized Timeshare Debt, as it is presented separately.

We are required to deposit payments received from customers on the pledged timeshare financing receivables and securitized timeshare financing receivables related to the Timeshare Facility and Securitized Timeshare Debt, respectively, into a depository account maintained by a third party. On a monthly basis, the depository account will first be utilized to make any required principal, interest and other payments due with respect to the Timeshare Facility and Securitized Timeshare Debt. After payment of all amounts due under the respective agreements, any remaining amounts will be remitted to us for use in our operations. The balance in the depository account, totaling $24 million and $25 million as of March 31, 2015 and December 31, 2014 , respectively, was included in restricted cash and cash equivalents in our condensed consolidated balance sheets.

Debt Maturities

The contractual maturities of our long-term debt and non-recourse debt as of March 31, 2015 were as follows:



Year	(in millions)
2015 (remaining)	$	116
2016	245
2017	359
2018 ⁽¹⁾	3,564
2019 ⁽¹⁾	485
Thereafter	6,681
	$	11,450

____________


⁽¹⁾	We assumed all extensions on the CMBS Loan and Bonnet Creek Loan for purposes of calculating maturity dates.

Note 10 : Derivative Instruments and Hedging Activities

During the three months ended March 31, 2015 and 2014 , derivatives were used to hedge the interest rate risk associated with variable-rate debt. Certain of our loan agreements require us to hedge interest rate risk using derivative instruments.

During the three months ended March 31, 2015 , derivatives were also used to hedge foreign exchange risk associated with certain foreign currency denominated cash balances.

Cash Flow Hedges

As of March 31, 2015 , we held four interest rate swaps with an aggregate notional amount of $1.45 billion , which swap three-month LIBOR on the Term Loans to a fixed rate of 1.87 percent and expire in October 2018. We elected to designate these interest rate swaps as cash flow hedges for accounting purposes.

Non-designated Hedges

As of March 31, 2015 , we held 24 short-term foreign exchange forward contracts in the notional amount of $79 million to

offset exposure to fluctuations in our foreign currency denominated cash balances. We elected not to designate these foreign exchange forward contracts as hedging instruments.

As of March 31, 2015 , we held the following interest rate caps:


•	one interest rate cap in the notional amount of $875 million , for the variable-rate component of the CMBS Loan, that expires in November 2015 and caps one-month LIBOR at 6.0 percent ;


•	one interest rate cap in the notional amount of $525 million that expires in November 2015 and caps one-month LIBOR at 4.0 percent ; and


•	one interest rate cap in the notional amount of $338 million that expires in May 2015 and caps one-month LIBOR at 3.0 percent on the Bonnet Creek Loan.

We did not elect to designate any of these interest rate caps as hedging instruments.

Fair Value of Derivative Instruments

The effects of our derivative instruments on our condensed consolidated balance sheets were as follows:



	March 31, 2015			December 31, 2014
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
		(in millions)			(in millions)
Cash Flow Hedges:
Interest rate swaps	Other liabilities	$	15	Other liabilities	$	4

Non-designated Hedges:
Interest rate caps ⁽¹⁾	Other assets	—		Other assets	—
Forward contracts ⁽¹⁾	Other assets / Accounts payable, accrued expenses and other	—		Other assets / Accounts payable, accrued expenses and other	—

____________


⁽¹⁾	The fair values of our interest rate caps and forward contracts were less than $1 million as of March 31, 2015 and December 31, 2014 .

Earnings Effect of Derivative Instruments

The effects of our derivative instruments on our condensed consolidated statements of operations and condensed consolidated statements of comprehensive income (loss) before any effect for income taxes were as follows:



		Three Months Ended March 31,
	Classification of Gain (Loss) Recognized	2015			2014
		(in millions)
Cash Flow Hedges:
Interest rate swaps ⁽¹⁾	Other comprehensive income (loss)	$	(11	)	$	(5	)

Non-designated Hedges:
Interest rate caps	Other gain (loss), net	—			—
Forward contracts	Gain (loss) on foreign currency transactions	(2		)	N/A

____________


⁽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, 2015 and 2014 .

Note 11 : Fair Value Measurements

The carrying amounts and estimated fair values of our financial assets and liabilities, which included related current portions, were as follows:



	March 31, 2015
			Hierarchy Level
	Carrying Amount		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	301	$	—	$	301	$	—
Restricted cash equivalents	41		—		41		—
Timeshare financing receivables	1,011		—		—		1,010
Liabilities:
Long-term debt ⁽¹⁾	10,517		1,641		—		9,052
Non-recourse debt ⁽²⁾	600		—		—		597
Interest rate swaps	15		—		15		—



	December 31, 2014
			Hierarchy Level
	Carrying Amount		Level 1		Level 2		Level 3
	(in millions)
Assets:
Cash equivalents	$	326	$	—	$	326	$	—
Restricted cash equivalents	38		—		38		—
Timeshare financing receivables	1,024		—		—		1,021
Liabilities:
Long-term debt ⁽¹⁾	10,741		1,630		—		9,207
Non-recourse debt ⁽²⁾	631		—		—		626
Interest rate swaps	4		—		4		—

____________


⁽¹⁾	Excludes capital lease obligations with a carrying value of $65 million and $72 million as of March 31, 2015 and December 31, 2014 , respectively.


⁽²⁾	Excludes capital lease obligations of consolidated VIEs with a carrying value of $213 million and $216 million as of March 31, 2015 and December 31, 2014 , respectively, and non-recourse debt of consolidated VIEs with a carrying value of $35 million and $32 million , respectively.

We believe the carrying amounts of our other financial assets and liabilities approximated fair value as of March 31, 2015 and December 31, 2014 . 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, time deposits and commercial paper. The estimated fair values were based on available market pricing information of similar financial instruments.

The estimated fair values of our timeshare financing receivables were based on the expected future cash flows discounted at risk-adjusted rates. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. Fluctuations in these assumptions will result in different estimates of fair value. An increase in the discount rate would result in a decrease in the fair values.

We measure our interest rate swaps at fair value, which were estimated using an income approach. The primary inputs into our fair value estimate include interest rates and yield curves based on observable market inputs of similar 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 certain of our Level 3 fixed-rate and variable-rate long-term debt were based on the expected future cash flows discounted at risk-adjusted rates. The primary sensitivity in these estimates is based on the selection of appropriate discount rates. Fluctuations in these assumptions will result in different estimates of fair value. An increase in the discount rate would result in a decrease in the fair values. The carrying amounts of certain of our Level 3 variable-rate long-term debt and our Level 3 variable-rate non-recourse debt approximated fair value as the interest rates under the loan agreements approximated current

market rates. The estimated fair values of certain of our Level 3 variable-rate long-term debt and our Level 3 fixed-rate non-recourse debt were primarily based on indicative quotes received for similar issuances.

As a result of our acquisition of certain properties during the three months ended March 31, 2015 , we measured financial and nonfinancial assets at fair value on a nonrecurring basis (see Note 3 : " Acquisitions "), as follows:



	Fair Value ⁽¹⁾
	(in millions)
Property and equipment	$	1,756
Long-term debt	450

____________


⁽¹⁾	Fair value measurements using significant unobservable inputs (Level 3).

We estimated the fair value of the property and equipment using discounted cash flow analysis, with an estimated stabilized growth rate of 3 percent to 4 percent , discounted cash flow terms ranging from 10 years to 11 years , a terminal capitalization rate of 7 percent to 8 percent and a discount rate of 9 percent to 10 percent . The discount and terminal capitalization rates used for the fair value of the assets reflect the risk profile of the individual markets where the assets are located and are not necessarily indicative of our hotel portfolio as a whole.

The fair value of the long-term debt assumed was estimated based on the expected future cash flows discounted at a risk-adjusted rate of one-month LIBOR plus 275 basis points.

No financial or nonfinancial assets were measured at fair value on a nonrecurring basis as of or for the three months ended March 31, 2014 .

Note 12 : Income Taxes

At the end of each quarter we estimate the effective 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, foreign, state and local income taxes. The annual effective tax rate expected to be applied for the full year is higher than our statutory tax rate primarily because no tax benefit was recognized for the reduction of goodwill in connection with the sale of the Waldorf Astoria New York (see Note 4 : " Disposals " for further information). The higher effective tax rate, as compared to our statutory tax rate, for the three months ended March 31, 2015, was largely attributable to the reduction of goodwill in connection with the sale of the Waldorf Astoria New York and losses incurred by certain foreign subsidiaries for which no tax benefits were recognized. In addition, a foreign jurisdiction where we had deferred tax assets reduced its statutory tax rate, resulting in a reduction to the deferred tax asset and a corresponding recognition of income tax expense of $6 million .

Our total unrecognized tax benefits as of March 31, 2015 and December 31, 2014 were $401 million . We had accrued approximately $25 million and $22 million for the payment of interest and penalties as of March 31, 2015 and December 31, 2014 , respectively. We recognize interest and penalties accrued related to unrecognized tax benefits in income tax expense.

As a result of the expected resolution of examination issues with federal, state and foreign tax authorities, we believe it is reasonably possible that during the next 12 months the amount of unrecognized tax benefits will decrease up to $25 million . Included in the balance of unrecognized tax benefits as of March 31, 2015 and December 31, 2014 were $369 million and $367 million , respectively, associated with positions that, if favorably resolved, would provide a benefit to our effective tax rate.

We file income tax returns, including returns for our subsidiaries, with federal, state and foreign 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 state, local, federal 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, 2015 , we remain subject to federal examinations from 2005-2013, state examinations from 1999-2013 and foreign examinations of our income tax returns for the years 1996 through 2014.

In April 2014, we received 30-day Letters from the 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: (1) 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; (2) in calculating the amount of U.S. taxable income resulting from our Hilton HHonors 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 (3) certain foreign-currency denominated loans issued by one of our Luxembourg subsidiaries whose functional currency is 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. In total, the proposed adjustments sought by the IRS would result in additional U.S. federal tax owed of approximately $696 million , excluding interest and penalties and potential state income taxes. The portion of this amount related to our Hilton HHonors guest loyalty program would 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. We plan to pursue all available administrative remedies, and if we are not able to resolve these matters administratively, we plan to pursue judicial remedies. Accordingly, as of March 31, 2015, no accrual has been made for these amounts.

State income tax returns are generally subject to examination for a period of three to five years after filing the respective return; however, the state effect of any federal tax return changes remains subject to examination by various states for a period generally of up to one year after formal notification to the states. The statute of limitations for the foreign jurisdictions generally ranges from three to ten years after filing the respective tax return.

Note 13 : Employee Benefit Plans

We sponsor multiple domestic and international employee benefit plans. Benefits are based upon years of service and compensation.

We have a noncontributory retirement plan in the U.S. (the "Domestic Plan"), which covers certain employees not earning union benefits. This plan was frozen for participant benefit accruals in 1996. We also have multiple employee benefit plans that cover many of our international employees. These include a plan that covers workers in the United Kingdom (the "U.K. Plan"), which was frozen to further accruals in November 2013, and a number of smaller plans that cover workers in various other countries around the world (the "International Plans").

The components of net periodic pension cost (credit) for the Domestic Plan, U.K. Plan and International Plans were as follows:



	Three Months Ended March 31,
	2015									2014
	Domestic Plan			U.K. Plan			International Plans			Domestic Plan			U.K. Plan			International Plans
	(in millions)
Service cost	$	2		$	—		$	1		$	2		$	—		$	1
Interest cost	4			4			1			4			5			1
Expected return on plan assets	(5		)	(6		)	(1		)	(4		)	(6		)	(1		)
Amortization of prior service cost	1			—			—			1			—			—
Amortization of net loss	1			1			—			—			—			—
Net periodic pension cost (credit)	$	3		$	(1	)	$	1		$	3		$	(1	)	$	1

In February 2012, we were required to post a bond of $76 million under a class action lawsuit against Hilton and the Domestic Plan to support potential future plan contributions from us. We were required by our insurers to fund a cash account as collateral for the bond. In November 2014, $57 million of the cash collateral was released to us based on the requirements of our insurer, and as of March 31, 2015 , $19 million that remained in the account was classified as restricted cash and cash equivalents in our condensed consolidated balance sheet. In February 2015, the bond was ordered to be released, and we expect to receive the remaining cash collateral during 2015.

Note 14 : Share-Based Compensation

Stock Plan

Under the Hilton Worldwide Holdings Inc. 2013 Omnibus Incentive Plan (the "Stock Plan"), we issue time-vesting restricted stock units ("RSUs"), nonqualified stock options ("options") and performance-vesting restricted stock units and restricted stock (collectively, "performance shares").

We recognized share-based compensation expense for awards granted under the Stock Plan of $28 million and $11 million during the three months ended March 31, 2015 and 2014, respectively, which includes amounts reimbursed by hotel owners. As of March 31, 2015 , unrecognized compensation costs for unvested awards was approximately $172 million , which is expected to be recognized over a weighted-average period of 2.1 years on a straight-line basis.

As of March 31, 2015 , there were 68,334,884 shares of common stock available for future issuance under the Stock Plan.

Restricted Stock Units

During the three months ended March 31, 2015 , we issued 2,017,138 RSUs with a grant date fair value of $27.46 , which generally vest in annual installments over two or three years from the date of grant. Vested RSUs generally are settled for our common stock, with the exception of certain awards that are settled in cash.

Stock Options

During the three months ended March 31, 2015 , we issued 928,585 options with an exercise price of $27.46 , which vest over three years from the date of grant, and terminate 10 years from the date of grant or earlier if the individual’s service terminates.

The grant date fair value of these option grants was $8.39 , which was determined using the Black-Scholes-Merton option-pricing model with the following assumptions:



Expected volatility ⁽¹⁾	28.00	%
Dividend yield ⁽²⁾	—	%
Risk-free rate ⁽³⁾	1.67	%
Expected term (in years) ⁽⁴⁾	6.0

____________

⁽¹⁾

Due to limited trading history for our common stock, we did not have sufficient information available on which to base a reasonable and supportable estimate of the expected volatility of our share price. As a result, we used an average historical volatility of our peer group over a time period consistent with our expected term assumption in addition to our historical volatility. Our peer group was determined based upon companies in our industry with similar business models and is consistent with those used to benchmark our executive compensation.


⁽²⁾	At the date of grant we had no plans to pay dividends during the expected term of these options.


⁽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, 2015 , 304,940 options were exercisable.

Performance Shares

During the three months ended March 31, 2015 , we issued 1,227,140 performance shares. The performance shares are settled at the end of the three -year performance period with 50 percent of the shares subject to achievement based on a measure of (1) the Company’s total shareholder return relative to the total shareholder returns of members of a peer company group ("relative shareholder return") and the other 50 percent of the shares subject to achievement based on (2) the Company’s earnings before interest expense, taxes and depreciation and amortization ("EBITDA") compound annual growth rate ("EBITDA CAGR").

The grant date fair value of these performance share grants based on relative shareholder return was $32.98 , which was determined using a Monte Carlo simulation valuation model with the following assumptions:



Expected volatility ⁽¹⁾	24.00	%
Dividend yield ⁽²⁾	—	%
Risk-free rate ⁽³⁾	1.04	%
Expected term (in years) ⁽⁴⁾	2.8

____________

⁽¹⁾


⁽²⁾	At the date of grant we had no plans to pay dividends during the expected term of these performance shares.


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


⁽⁴⁾	Midpoint of the 30-calendar day period preceding the end of the performance period.

The grant date fair value of these performance share grants based on our EBITDA CAGR was $27.46 . For these shares, we determined that the performance condition is probable of achievement and as of March 31, 2015 , we recognized compensation expense as follows:



	Achievement Percentage
Performance shares granted in 2014	150%
Performance shares granted in 2015	100%

Promote Plan

Prior to December 2013, certain members of our senior management team participated in an executive compensation plan (the "Promote Plan"). Equity awards under the Promote Plan were exchanged for restricted shares of common stock in connection with our initial public offering and 80 percent have vested as of December 11, 2014 . The remaining 20 percent will vest on the date that our Sponsor ceases to own 50 percent or more of the shares of the Company, contingent on employment through that date , or on the separation date for employees terminated under certain circumstances specified in the Promote Plan agreement.

During the three months ended March 31, 2015 , the vesting conditions of these restricted shares of common stock were modified to accelerate vesting for two participants such that the remaining 20 percent of each participant's award would vest on their respective termination dates, whereas the award would not have otherwise vested . As a result of this modification, we recorded incremental compensation expense of $1 million during the three months ended March 31, 2015 .

During the three months ended March 31, 2015 and 2014, total compensation expense recognized for the Promote Plan was $2 million and $13 million , respectively. As of March 31, 2015 , unrecognized compensation expense was $64 million , which is subject to the achievement of a performance condition in the form of a liquidity event that was not probable as of March 31, 2015 .

Note 15 : Earnings Per Share

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



	Three Months Ended
	March 31,
	2015		2014
	(in millions, except per share amounts)
Basic EPS:
Numerator:
Net income attributable to Hilton stockholders	$	150	$	123
Denominator:
Weighted average shares outstanding	986		985
Basic EPS	$	0.15	$	0.12

Diluted EPS:
Numerator:
Net income attributable to Hilton stockholders	$	150	$	123
Denominator:
Weighted average shares outstanding	988		985
Diluted EPS	$	0.15	$	0.12

Less than 1 million share-based compensation awards were excluded from the computation of diluted EPS for the three months ended March 31, 2015 and 2014 because their effect would have been anti-dilutive under the treasury stock method.

Note 16 : Accumulated Other Comprehensive Loss

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



	Currency Translation Adjustment ⁽¹⁾			Pension Liability Adjustment			Cash Flow Hedge Adjustment			Total
	(in millions)
Balance as of December 31, 2014	$	(446	)	$	(179	)	$	(3	)	$	(628	)

Other comprehensive loss before reclassifications	(234		)	(1		)	(7		)	(242		)
Amounts reclassified from accumulated other comprehensive loss	—			2			—			2
Net current period other comprehensive income (loss)	(234		)	1			(7		)	(240		)

Balance as of March 31, 2015	$	(680	)	$	(178	)	$	(10	)	$	(868	)



	Currency Translation Adjustment ⁽¹⁾			Pension Liability Adjustment			Cash Flow Hedge Adjustment			Total
	(in millions)
Balance as of December 31, 2013	$	(136	)	$	(134	)	$	6		$	(264	)

Other comprehensive income (loss) before reclassifications	30			—			(3		)	27
Amounts reclassified from accumulated other comprehensive loss	—			1			—			1
Net current period other comprehensive income (loss)	30			1			(3		)	28

Balance as of March 31, 2014	$	(106	)	$	(133	)	$	3		$	(236	)

____________


⁽¹⁾	Includes net investment hedges.

The following table presents additional information about reclassifications out of accumulated other comprehensive loss:



	Three Months Ended
	March 31,
	2015			2014
	(in millions)
Pension liability adjustment:
Amortization of prior service cost ⁽¹⁾	$	(1	)	$	(1	)
Amortization of net loss ⁽¹⁾	(2		)	—
Tax benefit ⁽²⁾⁽³⁾	1			—
Total pension liability adjustment reclassifications for the period, net of taxes	(2		)	(1		)

Total reclassifications for the period, net of tax	$	(2	)	$	(1	)

____________


⁽¹⁾	Reclassified out of accumulated other comprehensive loss to general, administrative and other in the condensed consolidated statements of operations. These amounts were included in the computation of net periodic pension cost (credit). See Note 13 : " Employee Benefit Plans " for additional information. Amounts in parentheses indicate a loss in our condensed consolidated statements of operations.


⁽²⁾	Reclassified out of accumulated other comprehensive loss to income tax expense in our condensed consolidated statements of operations.


⁽³⁾	The tax benefit was less than $1 million for the three months ended March 31, 2014 .

Note 17 : Business Segments

We are a diversified hospitality company with operations organized in three distinct operating segments: ownership, management and franchise and timeshare. Each segment is managed separately because of its distinct economic characteristics.

The ownership segment includes 131 hotels consisting of 52,133 rooms that we wholly own or lease, as well as consolidated non-wholly owned entities and consolidated VIEs. As of March 31, 2015 , this segment included 125 wholly owned and leased hotels, three non-wholly owned hotels and three hotels of consolidated VIEs. While we do not include equity in earnings (losses) from unconsolidated affiliates in our measures of segment revenues, we manage these investments in our ownership segment. Our unconsolidated affiliates are primarily investments in entities that owned or leased 16 hotels and one condominium management company totaling 8,399 rooms as of March 31, 2015 .

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 under one of our proprietary brand names in our brand portfolio. As of March 31, 2015 , this segment included 518 managed hotels and 3,652 franchised hotels totaling 4,170 hotels consisting of 653,351 rooms. This segment also earns fees for managing properties in our ownership and timeshare segments.

The timeshare segment includes the development of vacation ownership clubs and resorts, marketing and selling of timeshare intervals, providing timeshare customer financing and resort operations. This segment also provides assistance to third-party developers in selling their timeshare inventory. As of March 31, 2015 , this segment included 44 timeshare properties totaling 6,818 units.

Corporate and other represents revenues and related operating expenses generated by the incidental support of hotel operations for owned, leased, managed and franchised hotels and other rental income, as well as corporate assets and related expenditures.

The performance of our operating segments is evaluated primarily based on Adjusted EBITDA. We define Adjusted EBITDA as EBITDA, further adjusted to exclude certain items, including, but not limited to, gains, losses and expenses in connection with: (i) asset dispositions for both consolidated and unconsolidated investments; (ii) foreign currency transactions; (iii) debt restructurings/retirements; (iv) non-cash impairment losses; (v) furniture, fixtures and equipment ("FF&E") replacement reserves required under certain lease agreements; (vi) reorganization costs; (vii) share-based and certain other compensation expenses; (viii) severance, relocation and other expenses; and (ix) other items. To align with management's view of allocating resources and assessing the performance of our segments and to facilitate comparisons with our competitors, beginning in the first quarter of 2015 Adjusted EBITDA excluded all share-based compensation expense, not just share-based compensation recognized in connection with equity issued prior to and in connection with our initial public offering. We have applied this change in the definition to 2014 historical results presented to allow for comparability.

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



	Three Months Ended
	March 31,
	2015			2014
	(in millions)
Revenues
Ownership ⁽¹⁾⁽²⁾	$	964		$	952
Management and franchise ⁽³⁾	391			331
Timeshare	321			279
Segment revenues	1,676			1,562
Other revenues from managed and franchised properties	950			827
Other revenues ⁽⁴⁾	21			21
Intersegment fees elimination ^(1)(2)(3)(4)	(48		)	(47		)
Total revenues	$	2,599		$	2,363

Adjusted EBITDA
Ownership ^{(1)(2)(3)(4)(5)}	$	190		$	175
Management and franchise ⁽³⁾	391			331
Timeshare ⁽¹⁾⁽³⁾	74			82
Corporate and other ⁽²⁾⁽⁴⁾	(56		)	(80		)
Adjusted EBITDA	$	599		$	508

____________

⁽¹⁾

Includes charges to timeshare operations for rental fees and fees for other amenities, which were eliminated in our condensed consolidated financial statements. These charges totaled $6 million for the three months ended March 31, 2015 and 2014 . While the net effect is zero, our measures of segment revenues and Adjusted EBITDA include these fees as a benefit to the ownership segment and a cost to timeshare Adjusted EBITDA.


⁽²⁾	Includes other intercompany charges of $1 million for the three months ended March 31, 2015 and 2014 , which were eliminated in our condensed consolidated financial statements.

⁽³⁾

Includes management, royalty and intellectual property fees of $30 million and $27 million for the three months ended March 31, 2015 and 2014 , respectively. These fees are charged to consolidated owned and leased properties and were eliminated in our condensed consolidated financial statements. Also includes a licensing fee of $9 million and $11 million for the three months ended March 31, 2015 and 2014 , respectively, which is charged to our timeshare segment by our management and franchise segment and was eliminated in our condensed consolidated financial statements. While the net effect is zero, our measures of segment revenues and Adjusted EBITDA include these fees as a benefit to the management and franchise segment and a cost to ownership Adjusted EBITDA and timeshare Adjusted EBITDA.


⁽⁴⁾	Includes charges to consolidated owned and leased properties for services provided by our wholly owned laundry business of $2 million for the three months ended March 31, 2015 and 2014 . These charges were eliminated in our condensed consolidated financial statements.


⁽⁵⁾	Includes unconsolidated affiliate Adjusted EBITDA.

The following table provides a reconciliation of Adjusted EBITDA to EBITDA and EBITDA to net income attributable to Hilton stockholders:



	Three Months Ended
	March 31,
	2015			2014
	(in millions)
Adjusted EBITDA	$	599		$	508
Net income attributable to noncontrolling interests	—			(1		)
Gain on sales of assets, net	145			—
Gain (loss) on foreign currency transactions	(18		)	14
FF&E replacement reserve	(13		)	(11		)
Share-based and other compensation benefit (expense) ⁽¹⁾	(30		)	23
Other gain (loss), net	(25		)	3
Other adjustment items	(19		)	(13		)
EBITDA	639			523
Interest expense	(144		)	(153		)
Interest expense included in equity in earnings from unconsolidated affiliates	(2		)	(3		)
Income tax expense	(163		)	(83		)
Depreciation and amortization	(175		)	(153		)
Depreciation and amortization included in equity in earnings from unconsolidated affiliates	(5		)	(8		)
Net income attributable to Hilton stockholders	$	150		$	123

____________


⁽¹⁾	The three months ended March 31, 2014 includes a benefit of $47 million resulting from the reversal of accruals associated with a cash-based, long-term incentive plan that was terminated in February 2014 and replaced by the Stock Plan.

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



	March 31,		December 31,
	2015		2014
	(in millions)
Assets:
Ownership	$	11,446	$	11,595
Management and franchise	10,458		10,530
Timeshare	1,895		1,840
Corporate and other	2,106		2,160
	$	25,905	$	26,125

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



	Three Months Ended
	March 31,
	2015		2014
	(in millions)
Capital expenditures for property and equipment:
Ownership	$	82	$	42
Timeshare	2		—
Corporate and other	4		1
	$	88	$	43

Note 18 : Commitments and Contingencies

As of March 31, 2015 , we had outstanding guarantees of $25 million , with remaining terms ranging from five years to eight years , for debt and other obligations of third parties. We have one letter of credit for $25 million that has been pledged as collateral for one of these guarantees. Although we believe it is unlikely that material payments will be required under these guarantees or letters of credit, there can be no assurance that this will be the case.

We have also provided 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 performance levels are not achieved. However, in limited cases, we are obligated to fund performance shortfalls. As of March 31, 2015 , we had seven contracts containing performance guarantees, with expirations ranging from 2018 to 2030 , and possible cash outlays totaling approximately $109 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, 2015 and December 31, 2014 , we recorded current liabilities of approximately $7 million and $8 million , respectively, and non-current liabilities of approximately $31 million and $37 million , respectively, in our condensed consolidated balance sheets for obligations under our outstanding performance guarantees that are related to certain VIEs for which we are not the primary beneficiary.

As of March 31, 2015 , we had outstanding commitments under third-party contracts of approximately $110 million for capital expenditures at certain owned and leased properties, including our consolidated VIEs. Our contracts contain clauses that allow us to cancel all or some portion of the work. If cancellation of a contract occurred, our commitment would be any costs incurred up to the cancellation date, in addition to any costs associated with the discharge of the contract.

We have entered into an agreement with an affiliate of the owner of a hotel whereby we have agreed to provide a $60 million junior mezzanine loan to finance the construction of a new hotel. The junior mezzanine loan will be subordinated to a senior mortgage loan and senior mezzanine loan provided by third parties unaffiliated with us and will be funded on a pro rata basis with these loans as the construction costs are incurred. During the three months ended March 31, 2015 , we funded $2 million of this commitment, which was included in financing receivables, net in our condensed consolidated balance sheet as of March 31, 2015. We currently expect to fund the remainder of our commitment as follows: $22 million in the remainder of 2015, $34 million in 2016 and $2 million in 2017.

We have entered into an agreement with a developer in Las Vegas, Nevada, whereby we have agreed to purchase residential units from the developer that we will convert to timeshare units to be marketed and sold under our Hilton Grand Vacations brand. Subject to certain conditions, we are required to purchase approximately $92 million of inventory ratably over a maximum period of four years, which is equivalent to purchases of approximately $6 million per quarter. During the three months ended March 31, 2015 and 2014 , we purchased $5 million and $11 million , respectively, of inventory under this agreement. As of March 31, 2015 , our contractual obligations pursuant to this agreement for the remainder of 2015 and the year ended December 31, 2016 were $19 million and $4 million , respectively.

During 2010, an affiliate of our Sponsor settled a $75 million liability on our behalf in conjunction with a lawsuit settlement by entering into service contracts with the plaintiff. We recorded the portion settled by this affiliate as a capital contribution. Additionally, as part of the settlement, we entered into a guarantee with the plaintiff to pay any shortfall that this affiliate does not fund related to those service contracts up to the value of the settlement amount made by the affiliate. The remaining potential exposure under this guarantee as of March 31, 2015 was approximately $30 million . We have not accrued a liability for this guarantee as we believe the likelihood of any material funding to be remote.

We are involved in other litigation arising from the normal course of business, some of which includes claims for substantial sums. Accruals are recorded when the outcome is probable and can be reasonably estimated in accordance with applicable accounting requirements regarding accounting for contingencies. 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, 2015 will not have a material effect on our condensed consolidated results of operations, financial position or cash flows.

Note 19 : Condensed Consolidating Guarantor Financial Information

In October 2013, Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. (the "Subsidiary Issuers"), entities formed in August 2013 which are 100 percent owned by the Parent, issued the $1.5 billion of 5.625% senior notes due in 2021 (the "Senior Notes"). The obligations of the Subsidiary Issuers are guaranteed jointly and severally on a senior unsecured basis by the Parent, and certain of the Parent's 100 percent owned domestic restricted subsidiaries (the "Guarantors"). The indenture that governs the Senior Notes provides that any subsidiary of the Company that provides a guarantee of a senior secured credit facility consisting of the Revolving Credit Facility and the Term Loans (the "Senior Secured Credit Facility") will guarantee the Senior Notes. None of our foreign subsidiaries or U.S. subsidiaries owned by foreign subsidiaries or conducting foreign operations; our non-wholly owned subsidiaries; our subsidiaries that secure the CMBS Loan and $514 million in mortgage loans; or certain of our special purpose subsidiaries formed in connection with our Timeshare Facility and Securitized Timeshare Debt guarantee the Senior Notes (collectively, the "Non-Guarantors").

The guarantees are full and unconditional, subject to certain customary release provisions. The indenture that governs the Senior Notes provides that any Guarantor may be released from its guarantee so long as: (a) the subsidiary is sold or sells all of its assets; (b) the subsidiary is released from its guaranty under the Senior Secured Credit Facility; (c) the subsidiary is declared "unrestricted" for covenant purposes; or (d) the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied.

The following schedules present the condensed consolidating financial information as of March 31, 2015 and December 31, 2014 , and for the three months ended March 31, 2015 and 2014 , for the Parent, Subsidiary Issuers, Guarantors and Non-Guarantors.



	March 31, 2015
	Parent		Subsidiary Issuers		Guarantors		Non-Guarantors			Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	238	$	309		$	—		$	547
Restricted cash and cash equivalents	—		—		137		132			—			269
Accounts receivable, net	—		—		515		384			—			899
Intercompany receivables	—		—		50		—			(50		)	—
Inventories	—		—		397		24			—			421
Deferred income tax assets	—		—		9		11			—			20
Current portion of financing receivables, net	—		—		41		19			—			60
Current portion of securitized financing receivables, net	—		—		—		60			—			60
Prepaid expenses	—		—		48		119			(14		)	153
Income taxes receivable	—		—		52		—			(23		)	29
Other	—		—		7		24			—			31
Total current assets	—		—		1,494		1,082			(87		)	2,489
Property, Investments and Other Assets:
Property and equipment, net	—		—		300		8,893			—			9,193
Financing receivables, net	—		—		308		143			—			451
Securitized financing receivables, net	—		—		—		376			—			376
Investments in affiliates	—		—		119		37			—			156
Investments in subsidiaries	4,836		11,154		4,774		—			(20,764		)	—
Goodwill	—		—		3,847		2,069			—			5,916
Brands	—		—		4,405		520			—			4,925
Management and franchise contracts, net	—		—		972		280			—			1,252
Other intangible assets, net	—		—		443		196			—			639
Deferred income tax assets	22		5		—		159			(27		)	159
Other	—		82		121		146			—			349
Total property, investments and other assets	4,858		11,241		15,289		12,819			(20,791		)	23,416

TOTAL ASSETS	$	4,858	$	11,241	$	16,783	$	13,901		$	(20,878	)	$	25,905

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	—	$	61	$	1,394	$	691		$	(14	)	$	2,132
Intercompany payables	—		—		—		50			(50		)	—
Current maturities of long-term debt	—		—		—		10			—			10
Current maturities of non-recourse debt	—		—		—		137			—			137
Income taxes payable	—		—		—		42			(23		)	19
Total current liabilities	—		61		1,394		930			(87		)	2,298
Long-term debt	—		6,329		54		4,189			—			10,572
Non-recourse debt	—		—		—		711			—			711
Deferred revenues	—		—		447		—			—			447
Deferred income tax liabilities	—		—		2,280		3,091			(27		)	5,344
Liability for guest loyalty program	—		—		742		—			—			742
Other	196		15		712		246			—			1,169
Total liabilities	196		6,405		5,629		9,167			(114		)	21,283

Equity:
Total Hilton stockholders' equity	4,662		4,836		11,154		4,774			(20,764		)	4,662
Noncontrolling interests	—		—		—		(40		)	—			(40		)
Total equity	4,662		4,836		11,154		4,734			(20,764		)	4,622

TOTAL LIABILITIES AND EQUITY	$	4,858	$	11,241	$	16,783	$	13,901		$	(20,878	)	$	25,905



	December 31, 2014
	Parent		Subsidiary Issuers		Guarantors		Non-Guarantors			Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	270	$	296		$	—		$	566
Restricted cash and cash equivalents	—		—		135		67			—			202
Accounts receivable, net	—		—		478		366			—			844
Intercompany receivables	—		—		46		—			(46		)	—
Inventories	—		—		380		24			—			404
Deferred income tax assets	—		—		10		10			—			20
Current portion of financing receivables, net	—		—		47		19			—			66
Current portion of securitized financing receivables, net	—		—		—		62			—			62
Prepaid expenses	—		—		29		124			(20		)	133
Income taxes receivable	—		—		154		—			(22		)	132
Other	—		—		5		65			—			70
Total current assets	—		—		1,554		1,033			(88		)	2,499
Property, Investments and Other Assets:
Property and equipment, net	—		—		305		7,178			—			7,483
Property and equipment, net held for sale	—		—		—		1,543			—			1,543
Financing receivables, net	—		—		272		144			—			416
Securitized financing receivables, net	—		—		—		406			—			406
Investments in affiliates	—		—		123		47			—			170
Investments in subsidiaries	4,924		11,361		4,935		—			(21,220		)	—
Goodwill	—		—		3,847		2,307			—			6,154
Brands	—		—		4,405		558			—			4,963
Management and franchise contracts, net	—		—		1,007		299			—			1,306
Other intangible assets, net	—		—		466		208			—			674
Deferred income tax assets	22		1		—		155			(23		)	155
Other	—		85		119		152			—			356
Total property, investments and other assets	4,946		11,447		15,479		12,997			(21,243		)	23,626

TOTAL ASSETS	$	4,946	$	11,447	$	17,033	$	14,030		$	(21,331	)	$	26,125

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	—	$	40	$	1,384	$	695		$	(20	)	$	2,099
Intercompany payables	—		—		—		46			(46		)	—
Current maturities of long-term debt	—		—		—		10			—			10
Current maturities of non-recourse debt	—		—		—		127			—			127
Income taxes payable	—		—		5		38			(22		)	21
Total current liabilities	—		40		1,389		916			(88		)	2,257
Long-term debt	—		6,479		54		4,270			—			10,803
Non-recourse debt	—		—		—		752			—			752
Deferred revenues	—		—		493		2			—			495
Deferred income tax liabilities	—		—		2,306		2,933			(23		)	5,216
Liability for guest loyalty program	—		—		720		—			—			720
Other	194		4		710		260			—			1,168
Total liabilities	194		6,523		5,672		9,133			(111		)	21,411

Equity:
Total Hilton stockholders' equity	4,752		4,924		11,361		4,935			(21,220		)	4,752
Noncontrolling interests	—		—		—		(38		)	—			(38		)
Total equity	4,752		4,924		11,361		4,897			(21,220		)	4,714

TOTAL LIABILITIES AND EQUITY	$	4,946	$	11,447	$	17,033	$	14,030		$	(21,331	)	$	26,125



	Three Months Ended March 31, 2015
	Parent			Subsidiary Issuers			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Revenues
Owned and leased hotels	$	—		$	—		$	52		$	912		$	(7	)	$	957
Management and franchise fees and other	—			—			322			74			(25		)	371
Timeshare	—			—			299			22			—			321
	—			—			673			1,008			(32		)	1,649
Other revenues from managed and franchised properties	—			—			1,081			105			(236		)	950
Total revenues	—			—			1,754			1,113			(268		)	2,599

Expenses
Owned and leased hotels	—			—			41			749			(22		)	768
Timeshare	—			—			236			4			(6		)	234
Depreciation and amortization	—			—			92			83			—			175
General, administrative and other	—			—			94			37			(4		)	127
	—			—			463			873			(32		)	1,304
Other expenses from managed and franchised properties	—			—			1,081			105			(236		)	950
Total expenses	—			—			1,544			978			(268		)	2,254

Gain (loss) on sales of assets, net	—			—			(1		)	146			—			145

Operating income	—			—			209			281			—			490

Interest income	—			—			6			—			—			6
Interest expense	—			(73		)	(13		)	(58		)	—			(144		)
Equity in earnings from unconsolidated affiliates	—			—			3			1			—			4
Gain (loss) on foreign currency transactions	—			—			183			(201		)	—			(18		)
Other loss, net	—			—			—			(25		)	—			(25		)

Income (loss) before income taxes and equity in earnings from subsidiaries	—			(73		)	388			(2		)	—			313

Income tax benefit (expense)	(1		)	28			(152		)	(38		)	—			(163		)

Income (loss) before equity in earnings from subsidiaries	(1		)	(45		)	236			(40		)	—			150

Equity in earnings (losses) from subsidiaries	151			196			(40		)	—			(307		)	—

Net income (loss)	150			151			196			(40		)	(307		)	150
Net income attributable to noncontrolling interests	—			—			—			—			—			—
Net income (loss) attributable to Hilton stockholders	$	150		$	151		$	196		$	(40	)	$	(307	)	$	150

Comprehensive income (loss)	$	(90	)	$	144		$	168		$	(245	)	$	(67	)	$	(90	)
Comprehensive income attributable to noncontrolling interests	—			—			—			—			—			—
Comprehensive income (loss) attributable to Hilton stockholders	$	(90	)	$	144		$	168		$	(245	)	$	(67	)	$	(90	)



	Three Months Ended March 31, 2014
	Parent			Subsidiary Issuers			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Revenues
Owned and leased hotels	$	—		$	—		$	48		$	905		$	(8	)	$	945
Management and franchise fees and other	—			—			268			76			(32		)	312
Timeshare	—			—			256			23			—			279
	—			—			572			1,004			(40		)	1,536
Other revenues from managed and franchised properties	—			—			947			91			(211		)	827
Total revenues	—			—			1,519			1,095			(251		)	2,363

Expenses
Owned and leased hotels	—			—			36			754			(19		)	771
Timeshare	—			—			190			5			(18		)	177
Depreciation and amortization	—			—			73			80			—			153
General, administrative and other	—			—			78			22			(3		)	97
	—			—			377			861			(40		)	1,198
Other expenses from managed and franchised properties	—			—			947			91			(211		)	827
Total expenses	—			—			1,324			952			(251		)	2,025

Operating income	—			—			195			143			—			338

Interest income	—			—			1			—			—			1
Interest expense	—			(86		)	(12		)	(55		)	—			(153		)
Equity in earnings from unconsolidated affiliates	—			—			3			1			—			4
Gain on foreign currency transactions	—			—			6			8			—			14
Other gain, net	—			—			3			—			—			3

Income (loss) before income taxes and equity in earnings from subsidiaries	—			(86		)	196			97			—			207

Income tax benefit (expense)	(4		)	33			(72		)	(40		)	—			(83		)

Income (loss) before equity in earnings from subsidiaries	(4		)	(53		)	124			57			—			124

Equity in earnings from subsidiaries	127			180			56			—			(363		)	—

Net income	123			127			180			57			(363		)	124
Net income attributable to noncontrolling interests	—			—			—			(1		)	—			(1		)
Net income attributable to Hilton stockholders	$	123		$	127		$	180		$	56		$	(363	)	$	123

Comprehensive income	$	151		$	124		$	190		$	76		$	(391	)	$	150
Comprehensive loss attributable to noncontrolling interests	—			—			—			1			—			1
Comprehensive income attributable to Hilton stockholders	$	151		$	124		$	190		$	77		$	(391	)	$	151



	Three Months Ended March 31, 2015
	Parent		Subsidiary Issuers			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Operating Activities:
Net cash provided by operating activities	$	—	$	—		$	256		$	52		$	(22	)	$	286

Investing Activities:
Capital expenditures for property and equipment	—		—			(5		)	(83		)	—			(88		)
Acquisitions, net of cash acquired	—		—			—			(1,298		)	—			(1,298		)
Payments received on other financing receivables	—		—			—			1			—			1
Issuance of other financing receivables	—		—			(1		)	(1		)	—			(2		)
Distributions from unconsolidated affiliates	—		—			2			—			—			2
Issuance of intercompany receivables	—		—			(184		)	—			184			—
Payments received on intercompany receivables	—		—			163			—			(163		)	—
Proceeds from asset dispositions	—		—			—			1,869			—			1,869
Contract acquisition costs	—		—			(7		)	(4		)	—			(11		)
Software capitalization costs	—		—			(8		)	—			—			(8		)
Net cash provided by (used in) investing activities	—		—			(40		)	484			21			465

Financing Activities:
Repayment of debt	—		(150		)	—			(560		)	—			(710		)
Intercompany borrowings	—		—			—			184			(184		)	—
Repayment of intercompany borrowings	—		—			—			(163		)	163			—
Change in restricted cash and cash equivalents	—		—			—			(57		)	—			(57		)
Intercompany transfers	—		150			(256		)	106			—			—
Dividends paid to Guarantors	—		—			—			(22		)	22			—
Distributions to noncontrolling interests	—		—			—			(2		)	—			(2		)
Excess tax benefits from share-based compensation	—		—			8			—			—			8
Net cash used in financing activities	—		—			(248		)	(514		)	1			(761		)

Effect of exchange rate changes on cash and cash equivalents	—		—			—			(9		)	—			(9		)
Net increase (decrease) in cash and cash equivalents	—		—			(32		)	13			—			(19		)
Cash and cash equivalents, beginning of period	—		—			270			296			—			566

Cash and cash equivalents, end of period	$	—	$	—		$	238		$	309		$	—		$	547



	Three Months Ended March 31, 2014
	Parent		Subsidiary Issuers			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Operating Activities:
Net cash provided by operating activities	$	—	$	—		$	84		$	104		$	(41	)	$	147

Investing Activities:
Capital expenditures for property and equipment	—		—			(2		)	(41		)	—			(43		)
Payments received on other financing receivables	—		—			1			—			—			1
Issuance of other financing receivables	—		—			—			(1		)	—			(1		)
Investments in affiliates	—		—			(2		)	—			—			(2		)
Distributions from unconsolidated affiliates	—		—			3			—			—			3
Contract acquisition costs	—		—			(1		)	(15		)	—			(16		)
Software capitalization costs	—		—			(15		)	—			—			(15		)
Net cash used in investing activities	—		—			(16		)	(57		)	—			(73		)

Financing Activities:
Repayment of debt	—		(200		)	—			(19		)	—			(219		)
Debt issuance costs	—		(1		)	—			(1		)	—			(2		)
Change in restricted cash and cash equivalents	—		—			—			(10		)	—			(10		)
Intercompany transfers	—		201			(197		)	(4		)	—			—
Dividends paid to Guarantors	—		—			—			(41		)	41			—
Distributions to noncontrolling interests	—		—			—			(1		)	—			(1		)
Net cash used in financing activities	—		—			(197		)	(76		)	41			(232		)

Effect of exchange rate changes on cash and cash equivalents	—		—			—			(1		)	—			(1		)
Net decrease in cash and cash equivalents	—		—			(129		)	(30		)	—			(159		)
Cash and cash equivalents, beginning of period	—		—			329			265			—			594

Cash and cash equivalents, end of period	$	—	$	—		$	200		$	235		$	—		$	435

Note 20 : Subsequent Events

In April 2015, in connection with our tax deferred exchange of real property, we executed an agreement to purchase an additional property for $112 million and paid a $10 million earnest money deposit.

In April 2015, we entered into an agreement to sell the Hilton Sydney for A$ 442 million Australian Dollars, which is payable in cash at closing and is subject to customary pro rations and adjustments. At closing, we will enter into a management agreement with a 50 -year term, including extensions solely at our option, with the buyer. The buyer has provided a cash deposit of A$ 44 million Australian Dollars, which is being held in escrow as earnest money, and the completion of the transaction is subject to customary closing conditions. Subject to specified terms and conditions, the closing is expected to occur by June 30, 2015. We intend to use the net proceeds to further reduce the amount outstanding on our Term Loan.

In April 2015, we made a voluntary prepayment of $100 million on our Term Loans.

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, 2014.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. 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," "approximately," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties including, among others, risks inherent to the hospitality industry, macroeconomic factors beyond our control, competition for hotel guests, management and franchise agreements and timeshare sales, risks related to doing business with third-party hotel owners, our significant investments in owned and leased real estate, performance of our information technology systems, growth of reservation channels outside of our system, risks of doing business outside of the United States 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, 2014. 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 is one of the largest and fastest growing hospitality companies in the world, with 4,362 hotels, resorts and timeshare properties comprising 720,701 rooms in 94 countries and territories as of March 31, 2015 . 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 and Embassy Suites Hotels, our focused-service hotel brands, Hilton Garden Inn, Hampton Hotels, Homewood Suites by Hilton and Home2 Suites by Hilton, and our timeshare brand, Hilton Grand Vacations. We have approximately 46 million members in our award-winning customer loyalty program, Hilton HHonors.

Segments and Regions

Management analyzes our operations and business by both operating segments and geographic regions. Our operations consist of three reportable segments that are based on similar products or services: management and franchise; ownership; and timeshare. The management and franchise segment provides services, which include hotel management and licensing of our brands to franchisees, as well as property management at timeshare properties. This segment generates its revenue from management and franchise fees charged to hotel owners, including our owned and leased hotels, and to homeowners' associations at timeshare properties. As a manager of hotels and timeshare resorts, 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 derives earnings from providing hotel room rentals, food and beverage sales and other services at our owned and leased hotels. The timeshare segment consists of multi-unit vacation ownership properties and generates revenue by marketing and selling timeshare interests owned by Hilton and third parties, resort operations and providing consumer financing for the timeshare interests.

Geographically, management conducts business through three distinct geographic regions: the Americas; Europe, Middle East and Africa ("EMEA"); and 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 is often analyzed separately and apart from the Americas geographic region 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 Ireland 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 by management. The Asia Pacific region includes the eastern and southeastern nations of Asia, as well as India, Australia, New Zealand and the Pacific island nations.

As of March 31, 2015 , approximately 76 percent of our system-wide hotel rooms were located in the U.S. We expect that the percentage of our hotel rooms outside the U.S. will continue to increase in future years as hotels in our pipeline open.

System Growth and Pipeline

Our management and franchise contracts are designed to expand our business with limited or no capital investment. The capital required to build and maintain hotels that we manage or franchise is typically provided by the owner of the respective hotel with minimal or no capital required by us as the manager or franchisor. Additionally, prior to approving the addition of new hotels to our management and franchise development pipeline, we evaluate the economic viability of the hotel based on the geographic location, the credit quality of the third-party owner and other factors. As a result, by increasing the number of management and franchise agreements with third-party owners, we expect to achieve a higher overall return on invested capital.

To support our growth strategy, we continue to expand our development pipeline. As of March 31, 2015 , we had a total of 1,432 hotels in our development pipeline, representing approximately 240,000 rooms under construction or approved for development throughout 81 countries and territories. Of the rooms in the pipeline, approximately 134,000 rooms, or more than half of the pipeline, were located outside the U.S. As of March 31, 2015 , approximately 126,000 rooms, representing over half of our development pipeline, were under construction. All of the rooms in the pipeline and under construction are within our management and franchise segment. We do not consider any individual development project relating to properties under our management and franchise segment to be material to us.

Additionally, in recent years we have entered into sales and marketing agreements to sell timeshare units on behalf of third-party developers. Our supply of third-party developed timeshare intervals was approximately 104,000 , or 81 percent of our total supply, as of March 31, 2015 .

Key Business and Financial Metrics Used by Management

Comparable Hotels

We define our comparable hotels as those: (i) that 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) that have not undergone a change in brand or ownership during the current or comparable periods reported; (iii) that have not sustained substantial property damage, business interruption, undergone large-scale capital projects; and (iv) for which comparable results are available. Of the 4,318 hotels in our system as of March 31, 2015 , 3,765 were classified as comparable hotels. Our 553 non-comparable hotels included 81 properties, or approximately two 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, undergone 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. 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 ("ADR") levels as demand for hotel rooms increases or decreases.

ADR

ADR represents hotel room revenue divided by total number of room nights sold in 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.

RevPAR

We calculate Revenue per Available Room ("RevPAR") by dividing hotel room revenue by 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 our hotels: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods for comparable hotels.

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 (all periods use the same exchange rates), unless otherwise noted.

EBITDA and Adjusted EBITDA

For a discussion of our definition of EBITDA and Adjusted EBITDA, see Note 17 : " Business Segments " in our unaudited condensed consolidated financial statements.

EBITDA and Adjusted EBITDA are not recognized terms under U.S. GAAP and should not be considered as alternatives to net income (loss) or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our definitions of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

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) EBITDA and Adjusted EBITDA are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions; and (ii) EBITDA and Adjusted EBITDA 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.

EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss), cash flow or other methods of analyzing our results as reported under U.S. 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 our tax expense 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;


•	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

Three Months Ended March 31, 2015 Compared with Three Months Ended March 31, 2014

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



	Three Months Ended			Variance
	March 31, 2015			2015 vs. 2014
Owned and leased hotels
Occupancy	73.6		%	1.4	%	pts.
ADR	$	176.75		1.3	%
RevPAR	$	130.16		3.4	%

Managed and franchised hotels
Occupancy	70.9		%	2.1	%	pts.
ADR	$	134.33		3.8	%
RevPAR	$	95.25		6.9	%

System-wide
Occupancy	71.1		%	2.1	%	pts.
ADR	$	138.31		3.5	%
RevPAR	$	98.40		6.6	%

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



	Three Months Ended			Variance
	March 31, 2015			2015 vs. 2014
Americas
Occupancy	72.0		%	1.8	%	pts.
ADR	$	136.85		4.0	%
RevPAR	$	98.50		6.6	%

Europe
Occupancy	68.0		%	2.7	%	pts.
ADR	$	140.91		1.3	%
RevPAR	$	95.81		5.5	%

MEA
Occupancy	64.9		%	2.4	%	pts.
ADR	$	161.39		1.5	%
RevPAR	$	104.72		5.4	%

Asia Pacific
Occupancy	65.8		%	6.1	%	pts.
ADR	$	147.42		(0.1	)%
RevPAR	$	96.99		10.1	%

During the three months ended March 31, 2015 , we experienced RevPAR increases in all segments and regions of our business, and occupancy and rate increases in all regions except Asia Pacific, where rates declined slightly in order to generate demand in certain markets with increasing supply.

Revenues

Owned and leased hotels



	Three Months Ended March 31,				Percent Change
	2015		2014		2015 vs. 2014
	(in millions)
U.S. owned and leased hotels	$	547	$	500	9.4
International owned and leased hotels	410		445		(7.9)
	$	957	$	945	1.3

As of March 31, 2015 , we had 44 consolidated owned and leased hotels located in the U.S., comprising 26,851 rooms. The addition of new hotels to our U.S. owned and leased system contributed to the growth in revenue. From March 31, 2014 to March 31, 2015 we added nine U.S. owned and leased hotels on a net basis which resulted in additional revenues of $32 million during the three months ended March 31, 2015 . U.S. owned and leased hotel revenues also increased as a result of an increase in RevPAR of 3.3 percent at our U.S. comparable owned and leased hotels, resulting from an increase in transient room revenue of 5.0 percent.

As of March 31, 2015 , we had 87 consolidated owned and leased hotels located outside of the U.S., comprising 25,282 rooms. The decrease in revenues from our international (non-U.S.) owned and leased hotels included an unfavorable movement in foreign currency rates of $51 million . This unfavorable movement was a result of the strengthening of the U.S. Dollar ("USD") compared to that of currencies primarily in the Europe and Asia Pacific regions, where the majority of our owned and leased hotels outside of the U.S. are located. On a currency neutral basis, revenue increased $16 million . The increase in currency neutral revenue resulted from an increase in RevPAR at our international comparable owned and leased hotels of 3.5 percent . This increase was primarily as a result of increased group business and transient guest room revenue of 6.4 percent and 1.7 percent, respectively. In addition, food and beverage revenues increased 4.2 percent on a currency neutral basis at our international owned and leased hotels.

Management and franchise fees and other



	Three Months Ended March 31,				Percent Change
	2015		2014		2015 vs. 2014
	(in millions)
Management fees	$	96	$	93	3.2
Franchise fees	256		200		28.0
Other	19		19		—
	$	371	$	312	18.9

The increase in our management and franchise fees are a result of increases in RevPAR of 7.9 percent and 6.6 percent at our comparable managed and franchised properties, respectively. The increases in RevPAR for managed and franchised hotels were a result of increases in both occupancy and ADR. Franchise fees also increased as a result of a $35 million increase in change in ownership and other license fees.

From March 31, 2014 to March 31, 2015 we added 10 managed properties on a net basis, including new development and ownership type transfers, contributing an additional 3,867 rooms to our system, as well as 202 franchised properties on a net basis, providing an additional 30,715 rooms to our system. As new hotels are established in our system, we expect the fees received from such hotels to increase as they are part of our system for full periods.

Timeshare



	Three Months Ended March 31,				Percent Change
	2015		2014		2015 vs. 2014
	(in millions)
Timeshare sales	$	237	$	199	19.1
Resort operations	50		49		2.0
Financing and other	34		31		9.7
	$	321	$	279	15.1

Timeshare sales revenue increased as a result of increases in commissions recognized from the sale of third-party developed intervals of approximately $72 million . This increase was partially offset by a decrease in revenue of $34 million related to the sale of timeshare intervals developed by us. This decrease was primarily related to the recognition of previously deferred revenues during the three months ended March 31, 2014 resulting from the completed construction and opening of one of our developed properties in 2014.

Operating Expenses

Owned and leased hotels



	Three Months Ended March 31,				Percent Change
	2015		2014		2015 vs. 2014
	(in millions)
U.S. owned and leased hotels	$	388	$	357	8.7
International owned and leased hotels	380		414		(8.2)
	$	768	$	771	(0.4)

Fluctuations in operating expenses at our owned and leased hotels can relate to various factors, including changes in occupancy levels, labor costs, utilities, taxes and insurance costs. The change in the number of occupied room nights directly affects certain variable expenses, which include payroll, supplies and other operating expenses.

The addition of new hotels to our U.S. owned and leased system contributed to the growth in operating expenses. From March 31, 2014 to March 31, 2015 we added nine U.S. owned and leased hotels on a net basis which resulted in additional operating expenses of $12 million during the three months ended March 31, 2015 . The remaining increase in operating expenses at our U.S. comparable owned and leased hotels was primarily as a result of increases in payroll costs.

The decrease in international owned and leased hotels operating expenses included a favorable movement in foreign currency rates of $47 million . This favorable movement was a result of the strengthening of the USD compared to that of currencies primarily in the Europe and Asia Pacific regions, where the majority of our owned and leased hotels outside of the U.S. are located. On a currency neutral basis, operating expenses increased $13 million . The increase was primarily as a result of increases in payroll and other operating costs.

Timeshare



	Three Months Ended March 31,				Percent Change
	2015		2014		2015 vs. 2014
	(in millions)
Timeshare sales	$	188	$	135	39.3
Resort operations	31		30		3.3
Financing and other	15		12		25.0
	$	234	$	177	32.2

Timeshare sales expense increased primarily as a result of a $35 million increase in the cost of product related to the reacquisition of owned timeshare inventory for future expected resale. The remaining increase was primarily related to higher sales and marketing expenses, mainly related to our capital light timeshare business.



	Three Months Ended March 31,				Percent Change
	2015		2014		2015 vs. 2014
	(in millions)
Depreciation and amortization	$	175	$	153	14.4

Amortization expense increased $17 million primarily as a result of $13 million in accelerated amortization of a management contract intangible asset related to properties that were managed by us prior to being acquired; see Note 3 : " Acquisitions " in our unaudited condensed consolidated financial statements for additional discussion. Depreciation expense increased $5 million resulting from assets acquired or placed into service from our owned and leased hotels during and after the three months ended March 31, 2014 .



	Three Months Ended March 31,				Percent Change
	2015		2014		2015 vs. 2014
	(in millions)
General, administrative and other	$	127	$	97	30.9

General and administrative expenses consist of our corporate operations, compensation and related expenses, including share-based compensation, and other operating costs. General and administrative expenses were $109 million and $80 million for the three months ended March 31, 2015 and 2014 . The increase was primarily as a result of the reversal of accruals related to the termination of a cash-based, long-term incentive plan that was replaced with a share-based compensation plan in the first quarter of 2014 resulting in an $18 million reduction in general and administrative expense for the three months ended March 31, 2014 . The increase was also as a result of increased severance costs of approximately $13 million for the three months ended March 31, 2015 compared to the same period in the prior year.

Other expenses for the three months ended March 31, 2015 and 2014 were $18 million and $17 million , respectively.

Gain on sales of assets, net

In February 2015, we completed the sale of the Waldorf Astoria New York for a purchase price of $1.95 billion. As a result of the sale, we recognized a gain of $146 million included in gain on sales of assets, net in our condensed consolidated statement of operations for the three months ended March 31, 2015 . See Note 4 : " Disposals " in our unaudited condensed consolidated financial statements for additional discussion.

Non-operating Income and Expenses



	Three Months Ended March 31,				Percent Change
	2015		2014		2015 vs. 2014
	(in millions)
Interest expense	$	144	$	153	(5.9)

Interest expense decreased $9 million primarily as a result of a decrease in our indebtedness from the debt prepayments of $950 million on the Term Loans between March 31, 2014 and March 31, 2015.



	Three Months Ended March 31,				Percent Change
	2015		2014		2015 vs. 2014
	(in millions)
Equity in earnings from unconsolidated affiliates	$	4	$	4	—

Equity in earnings from unconsolidated affiliates remained relatively unchanged as the performance of our unconsolidated affiliates remained consistent with the first quarter of 2014.



	Three Months Ended March 31,					Percent Change
	2015			2014		2015 vs. 2014
	(in millions)
Gain (loss) on foreign currency transactions	$	(18	)	$	14	NM ⁽¹⁾

____________


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

The net gain (loss) on foreign currency transactions primarily relates to changes in foreign currency rates on our short-term cross-currency intercompany loans, predominantly those denominated in the Australian Dollar and Brazilian Real during the three months ended March 31, 2015 , resulting in a loss on foreign currency transactions.



	Three Months Ended March 31,					Percent Change
	2015			2014		2015 vs. 2014
	(in millions)
Other gain (loss), net	$	(25	)	$	3	NM ⁽¹⁾

____________


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

The other loss, net for the three months ended March 31, 2015 was primarily related to transaction costs from the acquisition of properties in connection with the tax deferred exchange. See Note 3 : " Acquisitions " in our unaudited condensed consolidated financial statements for additional discussion. Additionally, as a result of the repayment of the Waldorf Astoria Loan, we recognized a loss of $6 million from the derecognition of the unamortized debt issuance costs. See Note 4 : " Disposals " in our unaudited condensed consolidated financial statements for additional discussion.

The other gain, net for the three months ended March 31, 2014 was primarily related to the pre-tax gain of $3 million resulting from the sale of our interest in an investment in affiliate accounted for under the equity method.



	Three Months Ended March 31,				Percent Change
	2015		2014		2015 vs. 2014
	(in millions)
Income tax expense	$	163	$	83	96.4

The increase in income tax expense was due in part to an $106 million increase in our income before income taxes. Further, income tax expense increased as a result of a higher effective tax rate for the three months ended March 31, 2015 compared to the three months ended March 31, 2014 . Our effective tax rate was higher as a result of the reduction in goodwill in connection with the sale of the Waldorf Astoria New York and losses incurred by certain foreign subsidiaries for which no tax benefits were recognized. In addition, a foreign jurisdiction where we had deferred tax assets reduced its statutory tax rate, resulting in a reduction to the deferred tax asset and corresponding recognition of income tax expense of $6 million. Absent these items our effective tax rate would have approximated our statutory tax rate. For further discussion of our effective tax rate, see Note 12 : " Income Taxes " in our unaudited condensed consolidated financial statements.

Segment Results

We evaluate our business segment operating performance using segment Adjusted EBITDA, as described in Note 17 : " Business Segments " in our unaudited condensed consolidated financial statements. Refer to those financial statements for a reconciliation of Adjusted EBITDA to net income attributable to Hilton stockholders. For a discussion of how management uses EBITDA and Adjusted EBITDA to manage our business and material limitations on its usefulness, refer to "—Key Business and Financial Metrics Used by Management."

The following table sets forth revenues and Adjusted EBITDA by segment, reconciled to consolidated amounts:



	Three Months Ended March 31,						Percent Change
	2015			2014 ⁽¹⁾			2015 vs. 2014
	(in millions)
Revenues
Ownership	$	964		$	952		1.3
Management and franchise	391			331			18.1
Timeshare	321			279			15.1
Segment revenues	1,676			1,562			7.3
Other revenues from managed and franchised properties	950			827			14.9
Other revenues	21			21			—
Intersegment fees elimination	(48		)	(47		)	2.1
Total revenues	$	2,599		$	2,363		10.0

Adjusted EBITDA
Ownership	$	190		$	175		8.6
Management and franchise	391			331			18.1
Timeshare	74			82			(9.8)
Corporate and other	(56		)	(80		)	(30.0)
Adjusted EBITDA	$	599		$	508		17.9

____________


⁽¹⁾	Historical results reflect the change in the definition of Adjusted EBITDA. See Note 17 : " Business Segments " for additional information.

Ownership

Ownership segment revenues increased $12 million for the three months ended March 31, 2015 , compared to the same period in 2014, primarily as a result of an improvement in RevPAR of 3.4 percent , at our comparable owned and leased hotels. Ownership Adjusted EBITDA increased $15 million primarily as a result of the increase in ownership segment revenues, as well as the decrease in owned and leased operating expenses of $3 million . Refer to "—Revenues—Owned and leased hotels" and "—Operating Expenses—Owned and leased hotels" for further discussion of the changes in revenues and operating expenses at our owned and leased hotels.

Management and franchise

Management and franchise segment revenues increased $60 million for the three months ended March 31, 2015 , compared to the same period in 2014, primarily as a result of an increase in RevPAR at our comparable managed and franchised properties of 6.9 percent , as well as the net addition of hotels to our managed and franchised system. Refer to "—Revenues—Management and franchise and other" for further discussion on the increase in revenues from our managed and franchised properties. Management and franchise Adjusted EBITDA increased as a result of the increase in management and franchise segment revenues.

Timeshare

Timeshare Adjusted EBITDA decreased $8 million for the three months ended March 31, 2015 , compared to the same period in 2014 , primarily as a result of the increase in timeshare revenues of $42 million offset by the increase in timeshare operating expenses of $57 million . Refer to "—Revenues—Timeshare" and "—Operating Expenses—Timeshare" for a discussion of the changes in revenues and operating expenses from our timeshare segment.

Supplemental Financial Data for Unrestricted U.S. Real Estate Subsidiaries

As of March 31, 2015 , we owned a majority or controlling financial interest in 56 hotels, representing 29,731 rooms. Of these owned hotels, 33 hotels, representing an aggregate of 22,836 rooms as of March 31, 2015 , were owned by subsidiaries that we collectively refer to as our "Unrestricted U.S. Real Estate Subsidiaries." The properties held by our Unrestricted U.S. Real Estate Subsidiaries secure our $3,487 million CMBS Loan and $514 million in mortgage loans and are not included in the collateral securing the Senior Secured Credit Facility. In addition, the Unrestricted U.S. Real Estate Subsidiaries are not subject to any of the restrictive covenants in the indenture that governs our $1.5 billion of Senior Notes, which are unsecured.

In February 2015, we completed the sale of the Waldorf Astoria New York and repaid the Waldorf Astoria Loan in full. In addition, in February 2015, we acquired five properties that are Unrestricted U.S. Real Estate Subsidiaries and assumed a $450 million mortgage loan on two of these properties. For further discussion see Note 3 : " Acquisitions " and Note 4 " Disposals " in our condensed consolidated financial statements.

We have included this supplemental financial data to comply with certain financial information requirements regarding our Unrestricted U.S. Real Estate Subsidiaries set forth in the indenture that governs our Senior Notes. For the three months ended March 31, 2015 , the Unrestricted U.S. Real Estate Subsidiaries represented 19.4 percent of our total revenues, 96.0 percent of net income attributable to Hilton stockholders and 22.5 percent of our Adjusted EBITDA, and as of March 31, 2015 , represented 34.0 percent of our total assets and 31.3 percent of our total liabilities.

The following table presents supplemental unaudited financial data, as required by the indenture that governs our Senior Notes, for our Unrestricted U.S. Real Estate Subsidiaries:



	Three Months Ended March 31,
	2015			2014
	(in millions)
Revenues	$	504		$	460
Net income attributable to Hilton stockholders	144			16
Capital expenditures for property and equipment	62			27
Adjusted EBITDA ⁽¹⁾	135			119
Cash provided by (used in):
Operating activities	54			53
Investing activities	509			(27		)
Financing activities	(536		)	(28		)

____________


⁽¹⁾	The following table provides a reconciliation of our Unrestricted U.S. Real Estate Subsidiaries' Adjusted EBITDA and EBITDA to net income attributable to Hilton stockholders, which we believe is the most closely comparable U.S. GAAP financial measure:



	Three Months Ended March 31,
	2015			2014
	(in millions)
Adjusted EBITDA	$	135		$	119
Other loss, net	(25		)	—
Gain on sale of assets, net	146			—
Other adjustment items	(2		)	(1		)
EBITDA	254			118
Interest expense	(42		)	(41		)
Income tax expense	(13		)	(11		)
Depreciation and amortization	(55		)	(50		)
Net income attributable to Hilton stockholders	$	144		$	16

The following table presents supplemental unaudited financial data, as required by the indenture that governs our Senior Notes, for our Unrestricted U.S. Real Estate Subsidiaries:



	March 31,		December 31,
	2015		2014
	(in millions)
Assets	$	8,812	$	8,698
Liabilities	6,658		6,713

Liquidity and Capital Resources

Overview

As of March 31, 2015 , we had total cash and cash equivalents of $816 million , including $269 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, escrowed cash from our timeshare operations and cash restricted under our long-term debt agreements.

Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating expenses and other expenditures, including corporate expenses, payroll and related benefits, legal costs, operating costs associated with the management of hotels, interest and scheduled principal payments on our outstanding indebtedness, contract acquisition costs and capital expenditures for renovations and maintenance at our owned and leased hotels. Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities, capital improvements at our owned and leased hotels, purchase commitments, costs associated with potential acquisitions and corporate capital expenditures.

During the three months ended March 31, 2015 , we made a voluntary prepayment of $150 million on our Term Loans. In February 2015, we completed the sale of the Waldorf Astoria New York hotel and repaid in full the $525 million Waldorf Astoria Loan and assumed the Bonnet Creek Loan of $450 million, resulting in a net reduction of $75 million in mortgage debt.

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 expenses and other expenditures, including corporate expenses, payroll and related benefits, legal costs and purchase 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 across all three of our business segments.

Sources and Uses Of Our Cash and Cash Equivalents

The following table summarizes our net cash flows and key metrics related to our liquidity:



	As of and for the three months ended March 31,						Percent Change
	2015			2014			2015 vs. 2014
	(in millions)
Net cash provided by operating activities	$	286		$	147		94.6
Net cash provided by (used in) investing activities	465			(73		)	NM ⁽¹⁾
Net cash used in financing activities	(761		)	(232		)	NM ⁽¹⁾
Working capital surplus ⁽²⁾	191			309			(38.2)

____________


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


⁽²⁾	Total current assets less total current liabilities.

Our ratio of current assets to current liabilities was 1.08 and 1.11 as of March 31, 2015 and December 31, 2014 , respectively.

Operating Activities

Cash flow from operating activities is primarily generated from management and franchise fee revenue, operating income from our owned and leased properties and sales of timeshare units.

The $139 million increase in net cash provided by operating activities was primarily as a result of improved operating income, as well as an increase in distributions from unconsolidated affiliates of $10 million and a decrease in cash paid for interest of $9 million.

Investing Activities

The $538 million increase in net cash provided by investing activities was primarily attributable to proceeds from the sale of the Waldorf Astoria New York of $1,869 million , offset by the proceeds used of $1,298 million in the acquisitions of the properties in the tax deferred exchange. Additionally, there was an increase in capital expenditures of $45 million, primarily related to planned capital projects at our owned and leased hotels, offset by decreases in software capitalization costs and contract acquisition costs of $7 million and $5 million, respectively.

For the three months ended March 31, 2015 and 2014 , we capitalized labor costs relating to capital expenditures and software development of $2 million and $1 million, respectively.

Financing Activities

The $529 million increase in net cash used in financing activities was primarily attributable to the early repayment of the Waldorf Astoria Loan of $525 million in connection with the sale of the Waldorf Astoria New York.

Capital Expenditures

Our capital expenditures for property and equipment of $88 million and $43 million during the three months ended March 31, 2015 and 2014 , respectively, primarily consisted of expenditures related to the renovation of existing owned and leased properties and our corporate facilities. Our software capitalization costs of $8 million and $15 million , respectively, related to various systems initiatives for the benefit of our hotel owners and our overall corporate operations. As of March 31, 2015 , we had outstanding commitments under construction contracts of approximately $110 million for capital expenditures at certain owned and leased properties, including our consolidated VIEs. Our contracts contain clauses that allow us to cancel all or some portion of the work. If cancellation of a contract occurred, our commitment would be any costs incurred up to the cancellation date, in addition to any costs associated with the discharge of the contract.

Senior Secured Credit Facility

Our Revolving Credit Facility provides for $1.0 billion in borrowings, including the ability to draw up to $150 million in the form of letters of credit. As of March 31, 2015 , we had $45 million of letters of credit outstanding under our Revolving Credit Facility, and a borrowing capacity of $955 million . We are currently required to pay a commitment fee of 0.125 percent per annum under the Revolving Credit Facility in respect of the unused commitments thereunder.

Debt

As of March 31, 2015 , our total indebtedness, excluding $219 million of our share of debt of our investments in affiliates, was approximately $11.5 billion , including $848 million of non-recourse debt. For further information on our total indebtedness and debt repayments, refer to Note 9 : " Debt " in our unaudited condensed consolidated financial statements.

The obligations of the Senior Secured Credit Facility are unconditionally and irrevocably guaranteed by us and all of our direct or indirect wholly owned material domestic subsidiaries, excluding our subsidiaries that are prohibited from providing guarantees as a result of the agreements governing our Timeshare Facility and/or our Securitized Timeshare Debt and our subsidiaries that secure our CMBS Loan and other mortgage loans. Additionally, none of our foreign subsidiaries or our non-wholly owned domestic subsidiaries guarantee the Senior Secured Credit Facility.

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 Revolving Credit Facility. Our ability to make scheduled principal payments and to pay interest on our debt depends on the future performance of our operations, which is subject to general conditions in or affecting the hotel and timeshare industries that are beyond our control.

Off-Balance Sheet Arrangements

See Note 18 : " Commitments and Contingencies " in our unaudited condensed consolidated financial statements for discussion of our off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of our unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed those 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, 2014. Since the date of our Annual Report on Form 10-K, there have been no material changes to our critical accounting policies or the methods or assumptions we apply under them.

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 and/or foreign 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 they are not hedged. We enter into derivative financial arrangements to the extent they meet the objective described above, and we do not use derivatives for trading or speculative purposes. See Note 10 : " Derivative Instruments and Hedging Activities " in our unaudited condensed consolidated financial statements for additional discussion. 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, 2014.

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 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in various claims and lawsuits arising in the normal 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. The ultimate results of claims and litigation cannot be predicted with certainty. 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 liquidity. 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, 2015 , 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, 2014.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Hilton Sydney

One of our wholly owned subsidiaries (the "Seller") entered into an agreement, effective April 29, 2015, to sell the entity that owns the Hilton Sydney to an affiliate of Bright Ruby Resources Pte Ltd. (the "Buyer") for an aggregate purchase price of A$442 million Australian Dollars, which is payable in cash at closing and is subject to customary prorations and adjustments. At closing, a wholly owned subsidiary of the Company intends to enter into a management agreement with a 50-year term with the Buyer, pursuant to which we will continue to operate the hotel under our "Hilton Hotels & Resorts" brand.

Subject to specified and customary terms and conditions and limited adjournment rights, the transaction is expected to close in the second quarter of 2015. We intend to use the proceeds from the sale primarily to pay down outstanding debt. The purchase agreement has no due diligence period, and the closing of the transaction is not subject to the availability of financing. The Buyer has provided a cash deposit of A$44 million Australian Dollars, which is being held in escrow as earnest money.

The purchase agreement contains customary representations and warranties by both the Seller and the Buyer. One of our other wholly owned subsidiaries will guarantee certain post-closing indemnification obligations of the Seller that may arise out of a breach of the Seller’s representations, warranties or post-closing covenants.

Section 13(r) Disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding Travelport Worldwide Limited, which may be considered an affiliate of Blackstone and, therefore, our affiliate.

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 dated December 17, 2013).
3.2		Bylaws of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated December 17, 2013).
4.1		Third Supplemental Indenture, dated as of March 3, 2015, among Embassy Suites Management LLC, HLT Existing Franchise Holding LLC and Wilmington Trust, National Association, as trustee.
10.1		Form of 2015 Performance Share Agreement.*
10.2		Form of 2015 Restricted Stock Unit Agreement.*
10.3		Form of 2015 Nonqualified Stock Option Agreement.*
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).
99.1		Section 13(r) Disclosure.
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 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.

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 29, 2015

EXECUTION VERSION

THIRD SUPPLEMENTAL INDENTURE

This Third Supplemental Indenture (this “ Supplemental Indenture ”), dated as of March 3, 2015, among Embassy Suites Management LLC, a Delaware limited liability company, and HLT Existing Franchise Holding LLC, a Delaware limited liability company (the “ Guaranteeing Subsidiaries ”), each a subsidiary of Hilton Worldwide Finance LLC, a Delaware limited liability company (the “ Issuer ”), and Wilmington Trust, National Association, a national banking association, as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Issuer, Hilton Worldwide Finance Corp., a Delaware corporation (together with the Issuer, the “ Issuers ”), and the Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of October 4, 2013 (as supplemented by the First Supplemental Indenture, dated as of October 25, 2013, and the Second Supplemental Indenture, dated as of September 8, 2014, the “ Indenture ”), providing for the issuance of an unlimited aggregate principal amount of 5.625% Senior Notes due 2021 (the “ Notes ”);

WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “ Guarantee ”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee . Each Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, such Guaranteeing Subsidiary; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.

(3) Execution and Delivery . Each Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) No Recourse Against Others . No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuers or either Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including such Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(5) Governing Law . THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(6) Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(7) Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

(8) The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary.

(9) Benefits Acknowledged . Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

(10) Successors . All agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

[ Remainder of Page Left Intentionally Blank ]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

EMBASSY SUITES MANAGEMENT LLC,
as a Guaranteeing Subsidiary

By: /s/ Owen Wilcox
Name: Owen Wilcox
Title: Assistant Secretary

HLT EXISTING FRANCHISE HOLDING LLC,
as a Guaranteeing Subsidiary

By: /s/ Sean Dell’Orto
Name: Sean Dell’Orto
Title: Senior Vice President and Treasurer

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee

By: /s/ W. Thomas Morris, II
Name: W. Thomas Morris, II
Title: Vice President

Final Form

AWARD NOTICE

AND
PERFORMANCE RESTRICTED SHARE AGREEMENT

HILTON WORLDWIDE HOLDINGS INC.

2013 OMNIBUS INCENTIVE PLAN

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 Restricted Share Agreement to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Performance Restricted Share Agreement and the Plan.


1.	General .

Participant : Participant_Name

Date of Grant : Date_of_Grant

Performance Period : January 1, 20_ to December 31, 20__

Target Number of Performance Shares : Target_Number_of_Shares Performance Shares

Maximum Number of Performance Shares : Max_Number_of_Shares Performance Shares [Note: to be 200% of target]


2.	Performance Conditions .

Performance Conditions : 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 Total Shareholder Return Position and EBITDA CAGR shall be made by the Committee in its sole discretion and the applicable performance targets shall not be achieved and the Performance Shares shall not vest until the Committee certifies that such performance targets have been met.

• Total Shareholder Return Position . The total number of Performance Shares which become vested based on the Total Shareholder Return of the Company relative to the Total Shareholder Returns of each Peer Group Member shall be equal to (x) the target number of Performance Shares multiplied by (y) a relative weighting component equal to 50%, multiplied by (z) the Achievement Percentage determined based on the applicable Relative Total Shareholder Return Position for the Performance Period as follows, and

rounded down to the nearest whole Share:



Level of Achievement	Relative Total Shareholder Return Position	Percentage of Award Earned
Below Threshold	[ ]	0%
Threshold	[ ]	50%
Target	[ ]	100%
Above Target	[ ]	150%
Maximum	[ ]	200%

The Committee shall determine (A) the Total Shareholder Return for the Company for the Performance Period, (B) the Total Shareholder Return for each Peer Group Member for the Performance Period, and (C) the Percentile Rank for the Company. The Committee will use a formula for determining the Company’s percentile rank such as the Microsoft Excel function PERCENTRANK. The Company’s rank as a percentile will be calculated excluding the Company from the peer group.

Notwithstanding anything to the contrary herein, if the Total Shareholder Return for the Company is negative over the Performance Period, then the Achievement Percentage in respect of any the Total Shareholder Return Position shall not exceed 100%.

• EBITDA Compound Annual Growth Rate . The total number of Performance Shares which become vested based on the achievement of EBITDA CAGR performance levels shall be equal to (x) the target number of Performance Shares multiplied by (y) a relative weighting component equal to 50%, multiplied by (z) 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	[ ]	0%
Threshold	[ ]	50%
Target	[ ]	100%
Maximum	[ ]	200%


3.	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, above 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 adjusted earnings before interest, taxes, depreciation and amortization, as reported in the Company’s Form 10-Ks and Form 10-Qs as filed with the Securities and Exchange Commission at the time of grant.

(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 20__ fiscal year (“ 20_- EBITDA ”) assuming a steady growth rate, as is calculated at the end of the Performance Period using the following formula:

((LTM EBITDA/20__ 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) “ Peer Group Members ” means the companies identified by the Committee at the time this Award Notice was approved.

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

(f) “ Total Shareholder Return ” of either the Company or a Peer Group Member means: (A) (i) the average closing price for a share of common stock of the Company or such Peer Group Member (as applicable) over the 30 calendar day period ending on (and including) the last date of the Performance Period (plus the value of any dividends declared on any share of such common stock in respect of a record date occurring during the Performance Period, as adjusted assuming such dividends were reinvested in shares of common stock of the issuer of the dividend on such record date) minus (ii) the average closing price for such share of common stock over the 30 calendar day period ending immediately before (and excluding) the first date of the Performance Period (the “ Base Price ”) prior to a relevant measurement date the average closing price will be determined based on such shorter number of days, divided by (B) the Base Price (in each case, with such adjustments as are necessary, in the judgment of the Committee to equitably calculate Total Shareholder Return in light of any stock splits, reverse stock splits, stock dividends, and other extraordinary transactions or other changes in the capital structure of the Company or the Peer Group Member, as applicable). All closing prices shall be the principal stock exchange or quotation system closing prices on the date in question. In the event that the applicable common stock has not been trading for a full 30 day period prior to applicable measurement date, the average closing price shall be determined based on such shorter number of days that such common stock has been trading as of such measurement date. In the event any Peer Group Member (a) merges with or is acquired by another Peer Group Member, (b) is acquired by a company who is not a Peer Group Member, or (c) is in reorganization under

Chapter 11 of the Bankruptcy Code on the last date of the Performance Period, such Peer Group Member shall be deemed to have a Total Shareholder Return of -100%.

PERFORMANCE RESTRICTED SHARE AGREEMENT

(Form [•])

HILTON WORLDWIDE HOLDINGS INC.

2013 OMNIBUS INCENTIVE PLAN

This Performance Restricted 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 Participant (as defined below).

WHEREAS , the Company has adopted the Hilton Worldwide Holdings Inc. 2013 Omnibus Incentive Plan (the “ Plan ”) in order to provide additional incentives to selected officers and employees of the Company and its Subsidiaries; and

WHEREAS , the Committee (as defined in the Plan) responsible for administration of the Plan has determined to grant performance-vesting restricted shares to the Participant as provided herein and the Company and the Participant hereby wish to memorialize the terms and conditions applicable to the Performance Shares (as defined below);

NOW, THEREFORE , the parties hereto agree as follows:


2.	Definitions . Capitalized terms not otherwise defined herein shall have the

same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:

(a) “ Agreement ” shall mean this Performance Restricted Share Agreement including (unless the context otherwise requires) the Award Notice and the appendix for non-U.S. Participants attached hereto as Appendix B.

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

(d) “ Participant ” shall mean the “Participant” listed in the Award Notice.

(e) “ Performance Conditions ” shall mean the performance conditions set forth in Award Notice.

(f) “ Performance Period ” shall mean the “Performance Period” listed in the Award Notice.

(g) “ Performance Shares ” shall mean that number of restricted Shares listed in the Award Notice as “Maximum Number of Performance Shares”.

(h) “ Restrictive Covenant Violation ” shall mean 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.

(i) “ Retirement ” shall mean the Participant’s termination of employment with the Company and its Subsidiaries, other than for Cause or while grounds for Cause exist, due to the Participant’s death or due to or during the Participant’s Disability, 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 employment with the Company and/or its Subsidiaries is at least 10.

(j) “ Shares ” shall mean shares of the Company’s Common Stock, par value $0.01 per share.


3.	Grant of Performance Shares . The Company hereby issues and grants the Performance Shares to the Participant, subject to and in accordance with the terms, conditions and restrictions set forth in the Plan and this Agreement.


4.	Vesting .

(a) As promptly as practicable (and, in no event less than 2.5 months) following the last day of the Performance Period, the Committee shall 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 shall become vested as of the last day of the Performance Period. Any Performance Share which does not become vested as of the last day of the Performance Period shall be forfeited to the Company without consideration or any further action by the Participant or the Company.

(b) In the event of an equity restructuring, the Committee shall 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 shall be satisfied. The manner of such adjustment shall be determined by the Committee in its sole discretion. For this purpose, “equity restructuring” shall mean 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 4(b) below, in the event that the Participant’s employment with the Company and its Subsidiaries is terminated for any reason, any Performance Shares that are not vested as of the effective date of termination (the “ Termination Date ”) shall be forfeited to the Company and all of the Participant’s rights hereunder with respect to such unvested Performance Shares shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).

(b) (i) If the Participant’s employment with the Company and its Subsidiaries shall be terminated during the Performance Period by the Company or any Subsidiary due to or

during Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of Performance Shares granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period.

(ii) In the event the Participant’s employment with the Company and its Subsidiaries is terminated as a result of Participant’s Retirement after the date that is 6 months after the Date of Grant, a pro-rated number of the Performance Shares granted hereunder shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determines that the Performance Conditions have been satisfied on the Determination Date, 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, with such pro-rated number of Performance Shares which remain outstanding calculated based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. As a pre-condition to a 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.

(iii) If the Participant’s employment with the Company and its Subsidiaries shall be terminated for any reason after the Performance Period and before the Determination Date (other than a termination by the Company for Cause or by the Participant while grounds for Cause exist), then all Performance Shares shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determines that the Performance Conditions have been satisfied on the Determination Date.

(c) The Participant’s rights with respect to the Performance Shares shall 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 or any of its Subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934, its designee, whose good faith determination shall 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 . 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, a portion of the Performance Shares granted hereunder shall become vested, with the actual number of Performance Shares 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, for any Performance Condition based on the price of a share of Common Stock, determined based on actual performance through the date of such Change in Control. To the extent the Committee cannot

determine whether a performance level has been achieved, the Committee shall vest the Performance Shares at target levels.


7.	Dividends; Rights as a Stockholder . The Participant shall be the record

owner of the Performance Shares until or unless such Performance Shares are forfeited pursuant to the terms of this Agreement, and as a record owner shall be entitled to all rights of a common stockholder of the Company, including without limitation, voting rights with respect to the Performance Shares; provided, that (i) Participant holding unvested Performance Shares shall not be entitled to receive dividends payable in respect of such Shares unless and until such Performance Shares become vested Shares, and (ii) the Performance Shares shall be subject to the limitations on transfer and encumbrance set forth in Section 7.


8.	Restrictions on Transfer . Prior to the vesting of any Performance Share,

the Participant may not Assign, alienate, pledge, attach, sell or otherwise transfer or encumber a Performance Share or the Participant’s right under the Performance Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. “Assign” or “Assignment” shall mean (in either the noun or the verb form, including with respect to the verb form, all conjugations thereof within their correlative meanings) with respect to any security, the gift, sale, assignment, transfer, pledge, hypothecation or other disposition (whether for or without consideration, whether directly or indirectly, and whether voluntary, involuntary or by operation of law) of such security or any interest therein.

9. Repayment of Proceeds; Clawback Policy . 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 Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days of the Company’s request to Participant therefor, an amount equal to the excess, if any, of 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) Participant received upon the sale or other disposition of, or distributions in respect of, the Performance Shares. Any reference in this Agreement to grounds existing for a termination of employment with Cause shall 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. The Performance Shares and all proceeds of the Performance Shares shall be subject to the Company’s Clawback Policy, in accordance with its terms as in effect from time to time (including any lapse date or expiration date set forth therein), to the extent Participant is a director or “officer” as defined under Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended.


10.	No Right to Continued Employment . Neither the Plan nor this

Agreement nor the Participant’s receipt of the Performance Shares hereunder shall impose any obligation on the Company or any Affiliate to continue the employment or engagement of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the

employment or engagement of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.


11.	Adjustments Upon Change in Capitalization . The terms of this

Agreement, including the Performance Shares, shall be subject to adjustment in accordance with Section 12 of the Plan. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Company’s Common Stock (whether in the form of cash or other property).


12.	Tax Withholding . Upon the vesting of any Performance Shares or at any

such time as required under applicable law, except to the extent the Participant shall have a written agreement with the Company or any of its Affiliates under which the Company or an Affiliate of the Company is responsible for payment of taxes with respect to the Performance Shares, a number of Shares having a fair market value equal to the minimum applicable withholding taxes, liabilities, and obligations (“ Withholding Taxes ”) required to be withheld in respect of the Shares shall be automatically delivered to the Company (rounded up to the nearest whole Share), in satisfaction of such Withholding Taxes (including any applicable Withholding Taxes due prior to the settlement date). The number of Shares to be used for payment shall 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 trading day immediately prior to the date of delivery of the Shares.


13.	Award Subject to Plan . By entering into this Agreement, the Participant

agrees and acknowledges that the Participant has received and read a copy of the Plan. The Performance Shares granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.


14.	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.


15.	Governing Law; Venue; Language . This Agreement shall be governed

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.


16.	Successors in Interest . Any successor to the Company shall have the

benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of 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 shall be final, binding and conclusive upon the Participant’s heirs, executors, administrators and successors.


17.	Data Privacy Consent . The Participant hereby explicitly and

unambiguously consents 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 and telephone number, work location and phone number, date of birth, social insurance number 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 Plan (“ Personal Data ”). The Participant understands that Personal Data may be transferred to any 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. Further, 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 and career with the Employer will not be adversely 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.

18. Restrictive Covenants. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and 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 or any of its Affiliates.

19. 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 discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of Performance Shares is a one-time benefit that does not create any contractual or other right to receive future grants of Performance Shares, or benefits in lieu of Performance Shares; (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; (e) the value of the Performance Shares is an extraordinary item of compensation 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 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 shall 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.

20. 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.


21.	Section 409A . 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 shall 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.


22.	Book Entry, Certificates; Legend .

(a) 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. Any certificates evidencing the Performance Shares may be issued by the Company and any such certificates shall be registered in the Participant’s name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of (i) the vesting of Performance Shares pursuant to this Agreement, and (ii) the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable of the Performance Shares. As soon as practicable following such time, any certificates for Shares (if any) shall be delivered to the Participant or to the Participant’s legal guardian or representative, along with the stock powers relating thereto. No certificates shall be issued for fractional Shares. To the extent required by the Company, the Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Performance Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

(b) To the extent applicable, all book entries (or certificates, if any) representing the Performance Shares shall be subject to the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Company may cause notations to be made next to the book entries (or a legend or legends put on certificates, if any) to make appropriate reference to such restrictions. Any such book entry notations (or legends on certificates, if any) shall include a description to the effect of the restrictions set forth in this Agreement.

23. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in 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 or electronic system established and maintained by the Company or a third party designated by the Company.

24. 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 to the Performance Shares granted herein will lapse ninety (90) days

from the Date of Grant, and the Performance Shares will be forfeited to the Company on such date in accordance with Section 23 and Section 24 if the Participant shall not have accepted this Agreement by such date. For the avoidance of doubt, the Participant's failure to accept this Agreement shall not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant.

25. No Advice Regarding Grant. 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.

26. Appendices For Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States shall 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.

27. 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.

28. Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall 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:
	Christopher J. Nassetta
	President and Chief Executive Officer

By:
	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 and its Affiliates and accordingly agrees as follows:

(i) During Participant’s employment with the Company or its Affiliates (the “ Employment Term ”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by the Company or any Affiliate 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 or any Affiliate as a result of the Participant’s Retirement (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 his direct reports) had personal contact or dealings on behalf of the Company or any Affiliate during the one-year period preceding Participant’s termination of employment.

(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 the Company at any time in the one year prior to the termination of Participant's employment, 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 (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 2% or more of any class of securities of such Person.

Appendix A - 2

(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 prior to the termination of Participant’s employment with the Company or any of its Subsidiaries 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 such executive-level employee to become affiliated in any respect with a Competitor or otherwise be engaged in the Business and with whom Participant had material business contact in the one year prior to the termination of Participant’s employment with the Company, who (x) was employed by the Restricted Group as of the date of Participant’s termination of employment with the Company or any Affiliate or (y) left the employment of the Restricted Group within one year after, the termination of Participant’s employment with the Company or any Affiliate.

(v) For purposes of this Agreement:

(A) “ Restricted Group ” shall mean, collectively, the Company and its Subsidiaries and, to the extent engaged in the Business, their respective Affiliates, provided, however, that for the purposes of this definition, an “Affiliate” shall not include any portfolio company of The Blackstone Group L.P. or its Affiliates (other than the Company and its Subsidiaries).

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

(C) “ Competitor ” shall mean (x) during the Employment Term and, for a period of six months following the date Participant ceases to be employed by the Company, any person engaged in the Business and (y) thereafter, any major global hotel brand engaged in the Business, including Intercontinental Hotels Group, Marriot International Wyndham Worldwide, Choice Hotels International, Accor Company, Starwood Hotels & Resorts, Best Western Company, Carlson Hospitality Company, Hyatt, G6 Hospitality and LQ Management LLC.

(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 shall not be rendered void but shall 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

Appendix A - 3

cannot be amended so as to make it enforceable, such finding shall 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 hereof is located in Virginia, then then this Section 1(b) of this Appendix A shall not apply following Participant’s termination of employment 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 shall be in effect shall 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 hereof 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 shall not apply following Participant’s termination of employment to the extent any such provision is prohibited by applicable law.


2.	Confidentiality; Non-Disparagement; Intellectual Property .

(a) Confidentiality .

(i) Participant will not at any time (whether during or after Participant’s employment with the Company) (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 or any Affiliate (other than its professional advisers who are bound by confidentiality obligations or otherwise in performance of Participant’s duties under Participant’s employment 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 the Company, its Subsidiaries or Affiliates and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“ Confidential Information ”) without the prior written authorization of the Board.

(ii) “ Confidential Information ” shall 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 shall give prompt written notice to the Company of such requirement, disclose no more information than is so required,

Appendix A - 4

and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

(iii) Except as required by law, Participant will not disclose to anyone, other than Participant’s family (it being understood that, in this Agreement, the term “family” refers to, Participant’s spouse, minor children, parents and spouse’s parents) and advisors, the existence or contents of this Agreement; provided that Participant may disclose to any prospective future employer the provisions of this Appendix A. This Section 2(a)(iii) shall terminate if the Company publicly discloses a copy of this Agreement (or, if the Company publicly discloses summaries or excerpts of this Agreement, to the extent so disclosed).

(iv) Upon termination of Participant’s employment with the Company or any Affiliate for any reason, Participant shall (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 the Company, its Subsidiaries or Affiliates; 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 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 Participant’s Employment Term and at all times thereafter (including following the termination of Participant’s Employment Term for any reason), Participant will not to intentionally make any statement that criticizes, ridicules, disparages or is otherwise derogatory of the Company, any of its Affiliates, or any of their respective officers, directors, stockholders, employees or other service providers, or any product or service offered by the Company or any of its Affiliates; provided, however, that nothing contained in this Section 2(b) shall preclude 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.

(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 Participant’s employment by the Company or any Affiliate, that are relevant to or implicated by such employment (“ Prior Works ”), Participant hereby grants the Company a perpetual, non-

Appendix A - 5

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’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 Participant’s employment by the Company and within the scope of such employment and with the use of any Company resources (“ Company Works ”), Participant shall promptly and fully disclose same 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 shall 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 shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access to, or share with the Company 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 shall comply with all relevant policies and guidelines of the Company 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 the Company 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.

The provisions of Section 2 hereof shall survive the termination of Participant’s employment for any reason (except as otherwise set forth in Section 2(a)(iii) hereof).

APPENDIX B

HILTON WORLDWIDE HOLDINGS INC.

2013 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.

1. Responsibility for Taxes . This provision supplements Section 12 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 or vesting of the Performance Shares, the subsequent sale of any Shares which become vested pursuant to this agreement, 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; or

(ii) withholding from proceeds of the sale of Shares which become vested pursuant to this Agreement, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or

(iii) withholding in Shares which become vested pursuant to this Agreement;

Appendix B - 2

provided, however, that if the Participant is a Section 16 officer of the Company under 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 will 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) 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 the Shares or deliver 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 12 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 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 Section 20 of the Performance Share Agreement:

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

(a) 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 the Company or any Affiliate;

(b) the Performance Shares and the Shares subject to the Performance Shares are not intended to replace any pension rights or compensation;

(c) unless otherwise agreed with the Company, the Performance Shares and the Shares that become vested pursuant to this agreement, and the income and value of same, are not

Appendix B - 3

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 Performance Shares, the Termination Date shall be the date the Participant is no longer actively providing services to the Company or its Affiliates (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); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Performance Share grant (including whether the Participant may still be considered to be providing services while on a leave of absence);

(e) 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

(f) neither the Company nor any Affiliate 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 vesting of the Performance Shares or the subsequent sale of any Shares.

3. Insider Trading Restrictions/Market Abuse Laws . The Participant acknowledges that, depending on his or her country, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares ( e.g. , Performance Shares) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). 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. Termination of Employment . This provision supplements Section 5(b)(ii) of the Performance Restricted Share Agreement:

Notwithstanding anything in this Section 5(b)(ii), 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

Appendix B - 4

discriminatory, the provisions of this Section 5(b)(ii) 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.

APPENDIX C

HILTON WORLDWIDE HOLDINGS INC.

2013 OMNIBUS INCENTIVE PLAN

PERFORMANCE SHARE 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 2015. 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.

Appendix C - 2

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.

Director Notification Obligation . Directors, associate directors or shadow directors of a Singapore Affiliate 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 Affiliate, (ii) any change in previously-disclosed interests ( e.g. , sale of Shares), of (iii) becoming a director, associate director or shadow director of an Affiliate 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

Appendix C - 3

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 1 of the Terms and Conditions for Non-U.S. Participants:

If payment or withholding of the income tax due is not made within ninety (90) days of the end of the UK tax year in which the event giving rise to the liability occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax will constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 1 of the Terms and Conditions for Non-U.S. Participants.

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), he or she will not be eligible for such a loan to cover the income tax due as described above. In the event that the Participant is such a director or executive officer and the income tax is not collected from or paid by the Participant by the Due Date, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime. The Participant is responsible for reimbursing the Company or the Employer (as applicable) for the value of any employee national insurance contribution due on this additional benefit and acknowledges that the Company or the Employer may recover such amount from him or her by any of the means referred to in Section 1 of the Terms and Conditions for Non-U.S. Participants.

AWARD NOTICE

AND
RESTRICTED STOCK UNIT AGREEMENT

HILTON WORLDWIDE HOLDINGS INC.

2013 OMNIBUS INCENTIVE PLAN

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 to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan.

Participant : Participant_Name

Date of Grant : Date_of_Grant

Restricted Stock Units Granted : Number_of_Shares RSUs

Vesting Schedule :

One half of the RSUs shall become vested on First_Vesting_Date and Second_Vesting_Date , subject to the Participant’s continued employment through the applicable vesting date, provided that if the number of RSUs is not evenly divisible by two, then no fractional units shall vest and the installments shall be as equal as possible with the smaller installments vesting first .

RESTRICTED STOCK UNIT AGREEMENT

HILTON WORLDWIDE HOLDINGS INC.

2013 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 Participant (as defined below).

WHEREAS , the Committee (as defined in the Plan) responsible for administration of the Plan has determined to grant restricted stock units to the Participant as provided herein and the Company and the Participant hereby wish to memorialize the terms and conditions applicable to the RSUs (as defined below);

NOW, THEREFORE , the parties hereto agree as follows:


1.	Definitions . Capitalized terms not otherwise defined herein shall have the

same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:

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

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

(d) “ Participant ” shall mean the “Participant” listed in the Award Notice.

(e) “ Restrictive Covenant Violation ” shall mean 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.

(f) “ Retirement ” shall mean the Participant’s termination of employment with the Company and its Subsidiaries, other than for Cause or while grounds for Cause exist, due to the Participant’s death or due to or during the Participant’s Disability, 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 employment with the Company and/or its Subsidiaries is at least 10.

(g) “ RSUs ” shall mean that number of restricted stock units listed in the Award Notice as “Restricted Stock Units Granted.”

(h) “ Shares ” shall mean a number of shares of the Company’s Common Stock, par value $0.01 per share, equal to the number of RSUs.


2.	Grant of Units . The Company hereby grants 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 and this Agreement.


3.	RSU Account . The Company shall cause an account (the “ Unit Account ”)

to be established and maintained 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 shall be that of a general, unsecured creditor of the Company.


4.	Vesting; Settlement . The RSUs shall become vested in accordance with

the schedule set forth on the Award Notice. The Company shall deliver to the Participant without charge, as of the applicable vesting date, one share of Common Stock for each RSU (as adjusted under the Plan) which becomes vested and such vested RSU shall be cancelled upon such delivery.


5.	Termination of Employment .

(a) Subject to Sections 5(b) and 5(c) below, in the event that the Participant’s employment with the Company and its Subsidiaries is terminated for any reason, any unvested RSUs shall be forfeited and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the effective date of termination (the “ Termination Date ”) (unless otherwise provided for by the Committee in accordance with the Plan).

(b) All RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 5(d) if the Participant’s employment with the Company and its Subsidiaries shall be terminated:

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

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

(c) In the event the Participant’s employment with the Company and its Subsidiaries is terminated as a result of Participant’s Retirement after the date that is six months after the Date of Grant, all RSUs granted hereunder shall continue to vest, notwithstanding such termination of employment, 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 a 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.

(d) Notwithstanding any provision of this Agreement to the contrary, any RSU which becomes vested in accordance with Section 5(b) and 5(c) shall thereafter be settled and the respective Shares issued to the Participant in accordance with Section 12.

(e) The Participant’s rights with respect to the RSUs shall 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 or any of its Subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, its designee, whose good faith determination shall 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).


6.	Dividends . A Participant holding unvested RSUs shall be entitled to be

credited with dividend equivalent payments (upon the payment by the Company of dividends on Shares) either in cash or if elected by the Committee in Shares, at the sole discretion of the Committee, in Shares having a Fair Market Value as of the settlement date equal to the amount of such dividends, which accumulated dividend equivalents shall be payable at the same time as the underlying RSUs are settled following the vesting of RSUs, and, if such RSUs are forfeited, the Participant shall have no right to such dividend equivalent payments.


7.	Restrictions on Transfer . The Participant may not assign, alienate,

pledge, attach, sell or otherwise transfer or encumber the RSUs or the Participant’s right under the RSUs to receive Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


8.	Repayment of Proceeds; Clawback Policy . If a Restrictive Covenant

of employment with Cause shall 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. The RSUs and all proceeds of the RSUs shall be subject to the Company’s Clawback Policy, as in effect from time to time, to the extent Participant is a director or “officer” as defined under Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended.


9.	No Right to Continued Employment . Neither the Plan nor this

Agreement nor the Participant’s receipt of the RSUs hereunder shall impose any obligation on the Company or any Affiliate to continue the employment or engagement of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment or engagement of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.


10.	No Rights as a Stockholder . The Participant’s interest in the RSUs shall

not entitle the Participant to any rights as a stockholder of the Company. The Participant shall 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 Section 12.


11.	Adjustments Upon Change in Capitalization . The terms of this

agreement, including the RSUs, the Participant’s Unit Account, any dividend equivalent payments accrued pursuant to Section 6, and/or the Shares, shall be subject to adjustment in accordance with Section 12 of the Plan. This paragraph shall also apply with respect to any extraordinary dividend or other extraordinary distribution in respect of the Company’s Common Stock (whether in the form of cash or other property).


12.	Issuance of Shares; Tax Withholding . Upon the settlement date for an

RSU, the Company shall, as soon as reasonably practicable (and in any event within 2.5 months of the applicable settlement date), issue the Share underlying such vested RSU to the Participant, free and clear of all restrictions, less a number of Shares equal in value (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) to the minimum amount necessary to satisfy Federal, state, local or foreign withholding tax requirements, if any (“ Withholding Taxes ”) in accordance with Section 14(d) of the Plan (except to the extent the Participant shall have a written agreement with the Company or any of its Affiliates under which the Company or an Affiliate of the Company is responsible for payment of taxes with respect to the issuance of the Shares, in which case the full number of Shares shall be issued). The Company shall pay any costs incurred in connection with issuing the Shares. Upon the issuance of the Shares to the Participant, the Participant’s Unit Account shall be eliminated. Notwithstanding anything in this Agreement to the contrary, the Company shall have no obligation to issue or transfer the Shares as contemplated by this Agreement unless and until such issuance or transfer shall comply with all relevant provisions of law and the requirements of any stock exchange on which the Company’s shares are listed for trading.


13.	Award Subject to Plan . By entering into this Agreement, the Participant

agrees and acknowledges that the Participant has received and read a copy of the Plan. The RSUs granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.


14.	Severability . Should any provision of this Agreement be held by a court


15.	Governing Law; Venue; Language . This Agreement shall 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, shall 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.


16.	Successors in Interest . Any successor to the Company shall have the


17.	Data Privacy Consent . The Participant hereby explicitly and

unambiguously consents 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 and telephone number, work location and phone number, date of birth, social insurance number 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 Plan (“ Personal Data ”). The Participant understands that Personal Data may be transferred to any 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. Further, 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 and career with the Employer will not be adversely 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.

18. Restrictive Covenants. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates, that the Participant will be allowed access to confidential and proprietary information (including but not limited to trade secrets) about those business, as well as access to the prospective and actual customers, suppliers, investors, client and partners involved in those businesses, and the goodwill associated with the Company and its Affiliates. 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 or any of its Affiliates.

19. 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 discretionary in nature and

may be suspended or terminated by the Company at any time; (b) the grant of RSUs is a one-time benefit that does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs; (c) all determinations with respect to future grants of RSUs, 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; (e) the value of the RSUs is an extraordinary item of compensation 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 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 shall 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.


20.	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 RSUs granted thereunder, including by sending Award Notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of RSU Agreements by Participants.


21.	Section 409A .

(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 shall 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, no payments in respect of any RSU that is “deferred compensation” subject to Section 409A and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A) shall 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 that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall 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, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A.


22.	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.

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

27. Imposition of Other Requirements. The Company reserves the right to impose other requirements on 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 reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

[ Signatures follow ]



HILTON WORLDWIDE HOLDINGS INC.

By:
	Christopher J. Nassetta
	President and Chief Executive Officer

By:
	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 - 1

APPENDIX A

Restrictive Covenants


1.	Non-Competition; Non-Solicitation .

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

(i) (i) During Participant’s employment with the Company or its Affiliates (the “ Employment Term ”) and for a period that ends on the later of (A) one year following the date Participant ceases to be employed by the Company or any Affiliate 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 or any Affiliate as a result of the Participant’s Retirement (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 his direct reports) had personal contact or dealings on behalf of the Company or any Affiliate during the one-year period preceding Participant’s termination of employment.

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

(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;

Appendix A - 2

(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:

(v) For purposes of this Agreement:

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

Appendix A - 3


2.	Confidentiality; Non-Disparagement; Intellectual Property .

(a) Confidentiality .

Appendix A - 4

and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

Appendix A - 5

The provisions of Section 2 hereof shall survive the termination of Participant’s employment for any reason (except as otherwise set forth in Section 2(a)(iii) hereof).

Appendix B - 1

APPENDIX B

HILTON WORLDWIDE HOLDINGS INC.

2013 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT 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 Restricted Stock Unit Agreement.

1. Responsibility for Taxes . This provision supplements Section 12 of the Restricted Stock Unit 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 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.

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

(ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or

(iii) withholding in Shares to be issued upon settlement of the RSUs;

Appendix B - 2

(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 will 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, 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 12 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 shall 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 Section 19 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 shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Affiliate;

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

Appendix B - 3

(c) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income 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 shall be the date the Participant is no longer actively providing services to the Company or its Affiliates (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); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the RSUs grant (including whether the Participant may still be considered to be providing services while on a leave of absence);

(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 Company’s Common Stock; and

(f) neither the Company nor any Affiliate 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 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, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares ( e.g. , RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). 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. Termination of Employment . This provision supplements Section 5(c) of the Restricted Stock Unit Agreement:

Notwithstanding anything in this Section 5(c), 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,

Appendix B - 4

the provisions of this Section 5(c) regarding the treatment of the RSUs 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.

Appendix C - 1

APPENDIX C

HILTON WORLDWIDE HOLDINGS INC.

2013 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK 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 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 January 2015. 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.

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.

Appendix C - 2

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 Shares pursuant to the terms and conditions set forth in this Appendix C to a country in which RSUs are settled in cash, the RSUs shall continue to be settled in Shares, unless otherwise determined by the Company, in its discretion.

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.

Director Notification Obligation . Directors, associate directors or shadow directors of a Singapore Affiliate 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 Affiliate, (ii) any change in previously-disclosed interests ( e.g. , sale of Shares), of (iii) becoming a director, associate director or shadow director of an Affiliate in Singapore, if the individual holds such an interest at that time.

UNITED ARAB EMIRATES

Notifications

Appendix C - 3

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.

UNITED KINGDOM

Terms and Conditions

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

AWARD NOTICE

AND

NONQUALIFIED STOCK OPTION AGREEMENT

HILTON WORLDWIDE HOLDINGS INC.

2013 OMNIBUS INCENTIVE PLAN

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 to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Nonqualified Stock Option Agreement and the Plan.

Participant : Participant_Name

Date of Grant : Date_of_Grant

Vesting Start Date : Vesting_Start_Date

Exercise Price : Exercise_Price

Number of Shares Subject to Option : Number_of_Shares shares

Vesting Schedule :

The Option shall become vested and exercisable with respect to 1/3 ^rd of the total number of shares covered by the Option on First_Vesting_Start_Date , Second_Vesting_Start_Date and Third_Vesting_Start_Date , subject to the Participant’s continued employment through the applicable vesting date. If the number of shares is not evenly divisible by three, then no fractional share shall vest and the installments shall be as equal as possible with the smaller installments vesting first. Each such right of purchase shall be cumulative and shall continue, unless sooner exercised or terminated as herein provided, during the remaining period of the Exercise Term.

NONQUALIFIED STOCK OPTION AGREEMENT

HILTON WORLDWIDE HOLDINGS INC.

2013 OMNIBUS INCENTIVE PLAN

This Nonqualified Stock Option Agreement (this “ Agreement ”), effective as of the Date of Grant (as defined below), is between Hilton Worldwide Holdings Inc., a Delaware corporation (the “ Company ”), and the Participant (as defined below).

WHEREAS , the Committee (as defined in the Plan) responsible for administration of the Plan has determined to grant an option to the Participant as provided herein and the Company and the Participant hereby wish to memorialize the terms and conditions applicable to the Option (as defined below);

NOW, THEREFORE , the parties hereto agree as follows:


1.	Definitions . Capitalized terms not otherwise defined herein shall have the

same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:

(a) “ Agreement ” shall mean this Nonqualified Stock Option Agreement including (unless the context otherwise requires) the Award Notice and the appendix for non-U.S. Participants attached hereto as Appendix B.

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

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

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

(f) “ Restrictive Covenant Violation ” shall mean 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.

(g) “ Retirement ” shall mean the Participant’s termination of employment with the Company and its Subsidiaries, other than for Cause or while grounds for Cause exist, due to the Participant’s death or due to or during the Participant’s Disability, 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 employment with the Company and/or its Subsidiaries is at least 10.

(h) “ Shares ” shall mean 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, for good and valuable consideration, 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 and this Agreement.

(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 shall be construed in accordance and consistent with, and subject to, the terms of the Plan (the provisions of which are incorporated hereby by reference); and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. In the event of any conflict between one or more of this Agreement, the Award Notice and the Plan, the Plan shall govern this Agreement and the Award Notice, and the Agreement (to the extent not in conflict with the Plan) shall govern the Award Notice.


3.	Exercise Price . The price at which the Participant shall be entitled to

purchase the Shares upon the exercise of the Option shall be the Exercise Price per share, subject to adjustment as provided in Section 9.


4.	Exercisability of Option .The Option shall become vested and exercisable

in accordance with the schedule set forth on the Award Notice.


5.	Duration of Option . The Option shall 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 shall set forth the number of Shares in respect of which the Option is being exercised and shall 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 shall 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 shall withhold a number of Shares otherwise deliverable to the Participant to pay the full purchase price for the Shares in respect of which the Option is being exercised and the minimum applicable withholding taxes, liabilities, and obligations (“ Withholding Taxes ”) associated with such exercise (except to the extent the Participant shall have a written agreement with the Company or any of its Affiliates under which the Company or an Affiliate of the Company is responsible for payment of taxes with respect to the issuance of the Shares, in which case the full number of Shares shall be issued). The number of Shares to be withheld or otherwise used for payment shall 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 trading day immediately prior to the date of delivery of the Shares. Notwithstanding the foregoing, unless otherwise determined by the Committee, Participant may otherwise elect to make all or a portion of such payments in cash, check, cash equivalent, and/or Shares, or as provided in Section 14(d) of the Plan.

(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 shall, 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 shall 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 shall have been exercised pursuant to the terms of this Agreement and the Participant shall have 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 shall have issued the Shares in connection with such exercise.


7.	Termination of Employment.

(a) Subject to Sections 7(c) and 7(d) below, in the event that the Participant’s employment with the Company and its Subsidiaries is terminated for any reason, any unvested portion of the Option shall be forfeited and all of the Participant’s rights hereunder with respect to such unvested portion of the Option shall 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 or any Subsidiary with Cause or by the Participant when grounds existed for Cause at the time thereof, the vested and unvested portions of the Option shall terminate as of the Termination Date.

(c) The Option shall become immediately vested and exercisable as to all of the Shares subject to the Option if the Participant’s employment with the Company and its Subsidiaries shall be terminated:

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

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

(e) In the event the Participant’s employment with the Company and its Subsidiaries is terminated as a result of Participant’s Retirement after the date that is six months after the Date of Grant, the Option shall continue to vest and become exercisable, notwithstanding such termination of employment, 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 a 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.

(f) In the event (i) the Participant’s employment with the Company and its Subsidiaries is terminated by the Company due to death or Disability, each outstanding vested Option shall 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) shall 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 and its Subsidiaries is terminated for any other reason (subject to Section 7(b)), each outstanding vested Option shall remain exercisable for ninety (90) days thereafter (but in no event beyond the Option Period); provided that, in each case, the Option Period shall expire immediately upon the occurrence of a Restrictive Covenant Violation.

(g) The Participant’s rights with respect to the Option shall 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 or any of its Subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the Termination Date for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, its designee, whose good faith determination shall 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, alienate,

pledge, attach, sell or otherwise transfer or encumber the Option or the Participant’s right under the Option to receive Shares, except other than by will or by the laws of descent and distribution

and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.


9.	Repayment of Proceeds; Clawback Policy . 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 Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within 10 business days of the Company’s request to 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) 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 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 shall 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. The Option and all proceeds of the Option shall be subject to the Company’s Clawback Policy, as in effect from time to time, to the extent Participant is a director or “officer” as defined under Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended.


10.	No Right to Continued Employment . Neither the Plan nor this

Agreement nor the Participant’s receipt of the Option hereunder shall impose any obligation on the Company or any Affiliate to continue the employment or engagement of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment or engagement of such 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, shall be subject to adjustment in accordance with Section 12 of the Plan.


12.	Award Subject to Plan . By entering into this Agreement, the Participant

agrees and acknowledges that the Participant has received and read a copy of the Plan. The Option granted hereunder is subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.


13.	Severability . Should any provision of this Agreement be held by a court


14.	Governing Law; Venue; Language . This Agreement shall 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, shall 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.


15.	Successors in Interest . Any successor to the Company shall have the


16.	Data Privacy Consent . The Participant hereby explicitly and

unambiguously consents 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 and telephone number, work location and phone number, date of birth, social insurance number 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 Plan (“ Personal Data ”). The Participant understands that Personal Data may be transferred to any 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. Further, 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 and career with the Employer will not be adversely 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 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. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and 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 or any of its Affiliates.

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 discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of the Option is a one-time benefit that does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (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; (e) the value of the Option is an extraordinary item of compensation 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 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 shall 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. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in 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 or electronic 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 . By accepting this Option (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 Option will lapse ninety (90) days from the Date of Grant, and the Option will be forfeited on such date if the Participant shall not have accepted this Agreement by such date. For the avoidance of doubt, the Participant's failure to accept this Agreement shall not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant.

23. No Advice Regarding Grant. 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 shall 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 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 shall 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:
	Christopher J. Nassetta
	President and Chief Executive Officer

By:
	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 - 1

APPENDIX A

Restrictive Covenants


1.	Non-Competition; Non-Solicitation .

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

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

(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;

Appendix A - 2

(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:

(v) For purposes of this Agreement:

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

Appendix A - 3


2.	Confidentiality; Non-Disparagement; Intellectual Property .

(a) Confidentiality .

Appendix A - 4

and reasonably cooperate with any attempts by the Company to obtain a protective order or similar treatment.

Appendix A - 5

The provisions of Section 2 hereof shall survive the termination of Participant’s employment for any reason (except as otherwise set forth in Section 2(a)(iii) hereof).

Appendix B - 1

APPENDIX B

HILTON WORLDWIDE HOLDINGS INC.

2013 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.

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.

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

(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

Appendix B - 2

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

(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 will 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 16(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 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 Section 18 of the Nonqualified Stock Option Agreement:

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

(a) 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 the Company or any Affiliate;

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

Appendix B - 3

(c) unless otherwise agreed with the Company, the Option and the Shares subject to the Option, and the income 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 Option, the Termination Date shall be the date the Participant is no longer actively providing services to the Company or its Affiliates (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); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Option grant (including whether the Participant may still be considered to be providing services while on a leave of absence);

(e) 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

(f) neither the Company nor any Affiliate 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 Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares ( e.g. , Options) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). 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. Termination of Employment . This provision supplements Section 7 of the Nonqualified Stock Option Agreement:

Notwithstanding anything in this Section 7, 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

Appendix B - 4

employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this 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.

APPENDIX C

HILTON WORLDWIDE HOLDINGS INC.

2013 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 2015. 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.

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.

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.

Director Notification Obligation . Directors, associate directors or shadow directors of a Singapore Affiliate 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 Affiliate, (ii) any change in previously-disclosed interests (e.g., sale of Shares), of (iii) becoming a director, associate director or shadow director of an Affiliate 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.

UNITED KINGDOM

Terms and Conditions

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

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,
	2015			2014
Earnings:
Income before taxes	$	313		$	207
Equity in earnings from unconsolidated affiliates	(4		)	(4		)
	309			203
Add:
Fixed charges	175			187
Distributed income of equity method investees	12			2
Subtract:
Interest capitalized	(1		)	(1		)
Earnings available for fixed charges	$	495		$	391

Fixed Charges:
Interest expense ⁽¹⁾	$	144		$	153
Interest capitalized	1			1
Estimated interest included in rent expense	30			33
Total Fixed Charges	$	175		$	187

Ratio of Earnings to Fixed Charges	2.8			2.1

____________

⁽¹⁾ Includes the amortization of debt discounts, premiums and capitalized expenses related to indebtedness.

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, 2015 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 29, 2015

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, 2015 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 29, 2015

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 quarterly period ended March 31, 2015 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 29, 2015

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.

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 quarterly period ended March 31, 2015 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 29, 2015

Exhibit 99.1

SECTION 13(r) DISCLOSURE

After Hilton Worldwide Holdings Inc. (“Hilton”) filed its Form 10-K for the fiscal year ended December 31, 2014 with the Securities and Exchange Commission (the “SEC”), Travelport Worldwide Limited (“Travelport Worldwide”) which may be considered an affiliate of The Blackstone Group L.P. (“Blackstone”), and, therefore, an affiliate of Hilton, filed the disclosure reproduced below with respect to such period, in accordance with Section 13(r) of the Securities Exchange Act of 1934, as amended. As of the date Hilton filed its Form 10-Q for the quarter ended March 31, 2015 with the SEC, neither Blackstone nor Travelport Worldwide had filed its Form 10-Q for such period. Therefore, the disclosures reproduced below do not include information for the quarter ended March 31, 2015. Hilton did not independently verify or participate in the preparation of any of these disclosures.

Travelport Worldwide included the following disclosure in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 :

Iran Sanctions Disclosure

As part of our global business in the travel industry, we provide certain passenger travel related Travel Commerce Platform and Technology Services to Iran Air. We also provide certain Technology Services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption permitting transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control. Subject to any changes in the exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.

The gross revenue and net profit attributable to these activities for the year ended December 31, 2014 were approximately $660,000 and $470,000, respectively.