<<

Investor Presentation March 2017

Conrad Lower Manhattan New York, New York With 4,920 properties & 804,000 rooms in 104 countries and territories, Hilton is one of the world’s largest companies

14 Industry-leading global brands that drive a 14% global RevPAR premium(a)

Luxury & Lifestyle Full Service All Suites Focused Service Timeshare

Strong commercial engines support an estimated $37 billion in annual system revenue(b)

Reservations & Revenue Information Supply Worldwide Sales Online & Mobile Customer Care Management Technology Management

~60M members, ~$10B in annual ~600M site visits/year +47M Pricing and yield Proprietary ~$6B of influenced 56% system occupancy revenue interactions/year systems platform spend annually

Diversified across business segments, geographies and chain scales Adj. EBITDA by Business(c) Adj. EBITDA by Geography(c) Current Rooms by Chain Scale(d)

Americas Other Mgmt. & Middle Luxury Owned & Non-U.S. 3% 1% Franchise 4% East & Leased 90% 10% Asia 3% Pacific Upper 10% Midscale Upper 90% of Adj. 29% Upscale EBITDA from 34% fees Europe 12% U.S. 71% Upscale 33%

(a) Source: STR (12 months ended 12/31/2016). “RevPAR” or “Revenue per Available Room” represents hotel room revenue divided by room nights available to guests for a given period. (b) System revenue includes estimated revenues of franchised properties in addition to revenues from properties owned, leased or managed by Hilton. (c) Based on 2016 pro forma Adj. EBITDA excluding Corporate and Other. (d) Room count as of 12/31/2016. Other includes HGV. © 2017 Hilton Confidential and Proprietary 1 Company value proposition

Hilton's scale, global presence and leading brands at multiple price points drive a “loyalty effect,” leading to industry-leading performance for our hotel owners and the company

• Award-winning brands that serve guests Leading Brands for virtually any lodging need they have serving virtually anywhere in the world HLT Financial any lodging need Performance anywhere • Leads to satisfied customers, including approximately 60 million Hilton Honors loyalty members • Creates a “loyalty effect” that drives a Satisfied, Loyal strong global RevPAR premium of 14% Leading Customers Hotel • These premiums drive strong financial Supply & returns for the company and our hotel Pipeline owners • Satisfied owners continue to invest in growing Hilton’s brands, driving leading Premium, organic net unit growth with de minimis Satisfied Growing use of capital Owners Market Share • We believe the reinforcing nature of these activities will allow Hilton to outperform the competition

© 2017 Hilton Confidential and Proprietary 2 Value proposition supported by a disciplined strategy

ALIGN CULTURE & • Performance-driven culture based on common vision, mission, values and key ORGANIZATION strategic priorities

• Maximize relevance of existing brands, and strategically add new brands STRENGTHEN • Build on leading commercial capabilities to maximize revenues BRANDS & • Lead in digital and personalization capabilities COMMERCIAL • Drive deeper loyalty and more direct relationships with guests through Hilton SERVICES PLATFORM Honors

• Deliver industry-leading, high-quality organic net unit growth EXPAND GLOBAL • Fill market gaps with the right brand in the right location at the right time FOOTPRINT • Expand luxury portfolio; execute growth strategy

• Grow market share MAXIMIZE • Grow free cash flow per share, preserve strong balance sheet, and accelerate PERFORMANCE return of capital

© 2017 Hilton Confidential and Proprietary 3 Hilton’s brand portfolio is driving market-leading net unit growth . . .

Best performing brands

• Pure bred portfolio of clearly-defined brands, with global scale and distribution • Consistent, compelling product and service offerings of clear value to guests and hotel owners • Connected by best loyalty program and commercial engines in the business

White space: Urban micro, Luxury Lifestyle, Luxury & Upscale Collections, Hilton+ Existing brands in current markets Existing brands in new markets Organically develop new brands

• Highly fragmented market • Strategically deploy brands • Target incremental market presents opportunities for our globally segments, build network effect existing brands • Examples include HGI/Hampton in • In last 7 years, have launched 5 China, DoubleTree in Europe new brands

~55% of pipeline ~25% of pipeline ~20% of pipeline

Resulting in: Record pipelines across all brand segments with minimal HLT capital investment Pipeline rooms Under Construction Third Party Investment HLT investment Stabilized Adj. EBITDA 310K 157K $50B $144M $660M

© 2017 Hilton Confidential and Proprietary 4 . . . as seen in our system growth to date, all accomplished without brand acquisitions . . .

Global System (# of Rooms)

2007 Today % Growth

496,000 804,000 62%

113,000 177,000 56%

(a) 794,000 1,191,000 50%

564,000 767,000 36%

(a) 542,000 698,000 29%

(b) 487,000 583,000 20%

446,000 516,000 16%

Note: “2007” metrics are as of 6/30/2007, except for which is as of 12/31/2007; “Today” metrics are as of 12/31/2016. This page contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this presentation are, to our knowledge, the property of their respective owners. (a) Reflects MAR acquisition of HOT in both periods presented. Excludes timeshare properties due to lack of 2007 data availability for Wyndham. (b) data reflects sale of 6 and Studio 6 brands and the acquisition of Fairmont Raffles International Group. 8 Source: Company filings © 2017 Hilton Confidential and Proprietary 5 . . . and our leading share of future global development . . .

Hilton’s global market share of rooms under construction of approximately 22% is ~4.5x larger than its current market share of existing rooms, implying significant potential for continued growth

Hilton Market Share

Existing Room Supply Rooms Under Construction Ratio to Competitor % of Total % of Total installed base Ratio Rank(a)

United States 11.6% 24.7% 2.1x #2

Americas ex. 2.8% 14.0% 5.0x #1 U.S.

Europe 1.6% 21.9% 13.6x #1

Middle East & 2.8% 21.0% 7.6x #1 Africa

Asia Pacific 1.3% 20.7% 15.4x #1

Global System 4.8% 21.5% 4.5x #1

Source: STR Global Census, January 2017 (adjusted to December 2016) and STR Global New Development Pipeline, December 2016. (a) Ratio rank relative rank of MAR, HLT and IHG. 9

© 2017 Hilton Confidential and Proprietary 6 …generating substantial returns on minimal capital investment

Management and Franchise Value Creation

($ in millions) Pipeline rooms of $10,000$2,000 310,000 ~$8,900 $1,500

$8.9B $1,000 $660 of value creation for only $500

$144M $144 of capital investment $0 Capital Investment in Annual Run-Rate Illustrative Value Creation Pipeline Adj. EBITDA (a) (13.5x Illustrative Adjusted EBITDA) (b)

(a) Based on pipeline of 310,000 rooms as of 12/31/16 and projected fees by contract. (b) The multiple of 13.5x is illustrative only and does not reflect the actual valuation or the view of Hilton with respect to proper valuation. The market may attribute a different valuation.

© 2017 Hilton Confidential and Proprietary 7 Global Growth: Key Emerging Markets

© 2017 Hilton Confidential and Proprietary 8 Global Growth: Key Emerging Markets (cont.)

China - Today 328 hotels open or in the pipeline ~96,000 rooms.

EXISTING HOTELS PIPELINE Waldorf Astoria 2 3 Conrad 6 9 Canopy 0 2 Hilton 40 68 0 2 DoubleTree 28 58 Embassy Suites 0 1 11 38 Hampton 8 52 Total (328 hotels) 95 233

Note: As of 12/31/2016. Greater China.

© 2017 Hilton Confidential and Proprietary 9 Global Growth: Brand Expansion

© 2017 Hilton Confidential and Proprietary 10 Global Growth: Brand Expansion (cont.)

Europe - Today 360 non-Hilton, non- open or in the pipeline

EXISTING HOTELS PIPELINE Waldorf Astoria 6 0 Canopy 1 2 Curio 5 11 DoubleTree 86 28 Hilton Garden Inn 52 50 Hampton 48 71 Total (360 hotels) 198 162

Note: As of 12/31/2016.

© 2017 Hilton Confidential and Proprietary 11 Brand strength, global breadth driving resilient growth…

Based on Investor Day model illustrative ranges

© 2017 Hilton Confidential and Proprietary 12 . . . supported by strong fundamentals

Growing base of customers that can and Hotel under-penetration in high growth want to travel markets

Hotel rooms per capita(a) Global middle Last 20 years, class double again 2x next 20 years 15.8

Global Tourist Arrivals +1B 1.1 1.5

Incremental annual trips 0.2 States United expected over next 20

years

China

Brazil India

Sources: STR, UNWTO, World Bank, OECD (a) Hotel rooms as of December 2015, Population as of 2014.

© 2017 Hilton Confidential and Proprietary 13 The New Hilton: a market-leading, resilient, fee-based business . . .

Lower volatility Majority franchise fees Capital efficient growth Adj. EBITDA Managed & from fees, of total fees Franchised 90% franchise net unit 90% revenue 70% driven 6.6% growth(a) driven

Management & Franchise Fees ($ in millions) $1,756

High growth $814 +11.6% CAGR

2009 2016

(a) For the year ended 12/31/16

© 2017 Hilton Confidential and Proprietary 14 . . . with significant embedded growth

1.0% of system-wide $20M - $25M annual 1 Operating upside in a simplified model RevPAR growth Adj. EBITDA

Meaningful, growing and resilient ~$660M annual Adj. 310K room pipeline(a) 2 pipeline EBITDA(a)

Increasing franchise fees as contracts 4.8% in-place rate vs. ~$125M annual 3 roll over at higher published rates 5.4% published rate(b) Adj. EBITDA

$3.0 billion to $4.5 billion of potential capital return 4 Meaningful capital return potential 2017E-19E, 13% to 21% shares outstanding repurchased

Note: The various Adj. EBITDA amounts reflected above do not represent projections of future results and are included only for illustrative purposes to present illustrative Adj. EBITDA amounts by applying assumptions to existing room pipeline and other fees, increase of in-place rates and increase in RevPAR, as applicable. For additional information, please see the detailed footnotes in the Appendix section of this presentation.

(a) Refer to Slide 7 for additional detail. (b) As of or for the year ended12/31/16.

© 2017 Hilton Confidential and Proprietary 15 Summary: Key investment highlights

Hilton is a leading hospitality company with world-class brands, well-positioned to benefit from the continued long-term growth of the global hotel industry, with minimal capital investment

 Large cap, lower-beta business  Premier global brands with leading average global RevPAR index premium  Industry-leading organic growth - with good visibility and on a lag to the broader economy  Strong industry fundamentals  Low capital requirements  Significant free cash flow  Disciplined capital allocation and commitment to return capital  Proven and experienced management team

© 2017 Hilton Confidential and Proprietary 16 Appendix

Waldorf Astoria Boca Raton, Florida Three year model summary

SAME STORE NET UNIT FEE RATE

GROWTH IN RevPAR Net Unit Growth Effective Franchise (CAGR) (+1 to 3%) (+ 6.0%) Rate (a)

10K rooms = Adj. EBITDA Sensitivity(b) 1 Pt. = ~$20-25MM ~$20MM 5 bps = ~$8-10MM steady-state (c)

Corporate & Other (~3%) CAGR

Adj. EBITDA 5 to 8% CAGR

Free cash flow 12 to 15% CAGR

4 to 8% CAGR Reduction of shares

(a) Effective franchise fee rate is 4.8% in Q4 2016, up 76 bps since FY2007, moving towards published rate of 5.4%, Effective franchise rate calculated as total Franchise fee revenue divided by total Franchise room revenue. Published Franchise rates calculated as the weighted average of current published brand Franchise fee rates. (b) Sensitivity within the ranges given. (c) Typically get roughly 1/2 to 2/3 of steady-state fee revenue in year 1. © 2017 Hilton Confidential and Proprietary 18 Reconciliations Net Income to Adj. EBITDA reconciliation & Adj. EBITDA margin reconciliation

($ in millions) WholeCo. RemainCo. PF LTM LTM

12/31/16 12/31/16 Net income $364 $127 Interest expense 587 394 Income tax expense 891 647 Depreciation and amortization 686 364 Interest expense, income tax and depreciation and amortization included in equity in earnings from unconsolidated affiliates 30 6 EBITDA 2,558 1,538

Gain on sales of assets, net (9) (8) Loss on foreign currency transactions 13 16 (a) FF&E replacement reserve 56 55 Share-based compensation expense 91 83 Impairment losses 15 15 Impairment loss included in equity in earnings from unconsolidated affiliates 17 - Other loss, net 26 1 (b) Other adjustment items 208 63 Adj. EBITDA $2,975 $1,763

Total revenues $11,663 $8,738 Less: other revenues from managed and franchised properties (4,446) (5,448) Total revenues, other revenues from managed and franchised properties $7,217 $3,290

Adj. EBITDA $2,975 $1,763 Adj. EBITDA margin 41.2% 53.6%

(a) Represents FF&E replacement reserves established for the benefit of lessors for requisition of capital assets under certain lease agreements. (b) Represents adjustments for spin-off and reorganization costs, severance, offering costs and other items.

© 2017 Hilton Confidential and Proprietary 19 Disclaimer

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources and other non-historical statements. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including, among others, risks inherent to the , macroeconomic factors beyond our control, competition for hotel guests and management and franchise agreements, risks related to doing business with third-party hotel owners, performance of our information technology systems, growth of reservation channels outside of our system, risks of doing business outside of the United States and our indebtedness, as well as those described under the section entitled “Risk Factors” in Holdings Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this presentation and in our filings with the SEC. 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.

This presentation includes certain non-GAAP financial measures, including Adjusted earnings before interest expense, taxes, depreciation and amortization (“Adj. EBITDA”) and Adj. EBITDA Margin. Non-GAAP financial measures Adj. EBITDA, Adj. EBITDA Margin, Net Debt and Net Debt / Adj. EBITDA should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with U.S. GAAP. Please refer to the Appendix and footnotes of this presentation for a reconciliation of the historical non-GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with U.S. GAAP. In addition, this presentation includes projected Pro Forma Adjusted EBITDA, Pro Forma Adjusted EBITDA margin and other Pro Forma information as of and for the year ended December 31, 2016 for Hilton. Refer to the Current Report on Form 8-K filed with the SEC on January 4th, 2017 for additional information on the spin-off transactions and pro forma financial information, as well as the Current Report on Form 8-K filed with the SEC on February 15th, 2017 for additional pro forma financial information.

Slides in this presentation include certain Adj. EBITDA amounts that are used only for illustrative purposes to present illustrative Adj. EBITDA amounts by applying assumptions to existing room pipeline, increases of in-place rates and increases in RevPAR, as applicable, in each case based on information for the year ended 12/31/2016. These amounts do not represent projections of future results and may not be realized. Value information on such slides that is derived from such illustrative Adj. EBITDA amounts is indicative only, based upon a number of assumptions, and does not reflect actual valuation. Please review carefully the detailed footnotes in this presentation.

© 2017 Hilton Confidential and Proprietary 20 Conrad Bora Bora Nui, French Polynesia