Hilton Worldwide (HLT) 8-K Hilton CompletesSpin-off of Park Hotels & Resorts and Hilton Grand Vacations

Exhibit 99.2

HILTON WORLDWIDE HOLDINGS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Overview

On January 3, 2017, Hilton Worldwide Holdings Inc. (together with its consolidated subsidiaries, “Hilton,” “we,” “us” or “our”) completed the previously announced separation of its business into three independent, publicly traded companies (the “spin-offs”), which was accomplished by the distribution of the outstanding shares of common stock of Park Hotels & Resorts Inc. (“Park”) and Hilton Grand Vacations Inc. (“HGV”) to Hilton’s stockholders of record as of the close of business on December 15, 2016 (the “Distribution”). Park and HGV have their common stock listed on the New York Stock Exchange under the symbols “PK” and “HGV,” respectively. Park holds a portfolio of owned and leased hotels and resorts previously owned and operated by Hilton, and HGV owns and operates Hilton’s historical timeshare business. Hilton will continue to manage or franchise all of the hotels initially distributed to Park under long-term management and franchise agreements and will license certain intellectual property to HGV for use in its timeshare business under a long-term license agreement.

Beginning in the first quarter of 2017, the historical financial results of Park and HGV for periods prior to the Distribution will be reflected in Hilton’s condensed consolidated financial statements as discontinued operations. Additionally, immediately following the spin-offs, Hilton completed a 1-for-3 reverse stock split of its outstanding common stock (the “Reverse Stock Split”).

Basis of Pro Forma Presentation

The following unaudited pro forma condensed consolidated financial statements present the historical consolidated financial statements of Hilton adjusted to reflect the spin-offs and the Reverse Stock Split. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2016 and unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2016 and years ended December 31, 2015, 2014 and 2013 have been prepared to reflect the spin-offs and the Reverse Stock Split as if they had occurred on September 30, 2016 for the unaudited pro forma condensed consolidated balance sheet and January 1, 2013 for the unaudited pro forma condensed consolidated statements of operations.

The unaudited pro forma adjustments are based on estimates, accounting judgments and currently available information and assumptions that Hilton management believes are reasonable. These adjustments are included only to the extent that they are directly attributable to the spin-offs or the Reverse Stock Split, the information used is factually supportable and, for the unaudited pro forma condensed consolidated statements of operations, are expected to have a continuing effect on us. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with our historical audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015, and our unaudited condensed consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, and accompanying notes, in each case, which are available on the United States Securities and Exchange Commission’s website at www.sec.gov and Hilton’s website at www.hiltonworldwide.com.

The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and are not necessarily indicative of what our financial position or results of operations would actually have been had the spin-offs occurred on the dates indicated or what our future financial position or results of operations will be after giving effect to the completion of the spin-offs. The adjustments in the unaudited pro forma condensed consolidated statements of operations do not include general and administrative expenses that do not meet the requirements to be presented in discontinued operations as they are not specifically related to Park or HGV. Accordingly, the pro forma general and administrative expenses are not necessarily indicative of future general and administrative expenses of Hilton. The unaudited pro forma condensed consolidated financial statements do not reflect any cost savings that we believe could have been achieved had the spin-offs been completed on the dates indicated.

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HILTON WORLDWIDE HOLDINGS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2016

(In millions)

	Hilton Historical			Park & HGV(1)			Pro Forma Adjustments			Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents	$	859		$	(353	)	$	766	(a)	$	1,272
Restricted cash and cash equivalents		272			(169	)		31	(a)		134
Accounts receivable, net of allowance for doubtful accounts		1,021			(273	)		—			748
Inventories		508			(502	)		—			6
Current portion of financing receivables, net		128			(126	)		—			2
Prepaid expenses		171			(59	)		—			112
Income taxes receivable		17			—			—			17
Other		48			(22	)		—			26
Total current assets		3,024			(1,504	)		797			2,317
Property, Intangibles and Other Assets:
Property and equipment, net		9,020			(8,607	)		(54	)    (b)		359
Financing receivables, net		929			(865	)		—			64
Investments in affiliates		132			(100	)		—			32
Goodwill		5,855			(605	)		(98	)    (c)		5,152
Brands		4,908			—			—			4,908
Management and franchise contracts, net		1,044			(57	)		—			987
Other intangible assets, net		525			(58	)		—			467
Deferred income tax assets		75			(3	)		—			72
Other		359			(20	)		—			339
Total property, intangibles and other assets		22,847			(10,315	)		(152	)		12,380
TOTAL ASSETS	$	25,871		$	(11,819	)	$	645		$	14,697
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	2,354		$	(668	)	$	—		$	1,686
Current maturities of long-term debt		101			(105	)		—			(4	)
Current maturities of timeshare debt		80			(80	)		—			—
Income taxes payable		63			(7	)		—			56
Total current liabilities		2,598			(860	)		—			1,738
Long-term debt		9,883			(2,969	)		—			6,914
Timeshare debt		337			(337	)		—			—
Deferred revenues		96			(24	)		—			72
Deferred income tax liabilities		4,487			(2,739	)		(16	)    (b)		1,732
Liability for guest loyalty program		853			—			—			853
Other		1,126			(13	)		—			1,113
Total liabilities		19,380			(6,942	)		(16	)		12,422
Equity:
Preferred stock		—			—			—			—
Common stock		10			—			—			10
Additional paid-in capital		10,198			—			—			10,198
Accumulated deficit		(2,866	)		(5,062	)		661	(a)(b)(c)		(7,267	)
Accumulated other comprehensive loss		(826	)		163			—			(663	)
Total Hilton stockholders’ equity		6,516			(4,899	)		661		��	2,278
Noncontrolling interests		(25	)		22			—			(3	)
Total equity		6,491			(4,877	)		661			2,275
TOTAL LIABILITIES AND EQUITY	$	25,871		$	(11,819	)	$	645		$	14,697

⁽¹⁾  Represents the elimination of historical assets and liabilities of Park and HGV.

See notes to unaudited pro forma condensed consolidated financial statements.

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HILTON WORLDWIDE HOLDINGS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2016

(In millions, except per share data)

	Hilton Historical			Park & HGV(1)			Pro Forma Adjustments			Pro Forma
Revenues
Owned and leased hotels	$	3,105		$	(2,016	)	$	—		$	1,089
Management and franchise fees and other		1,276			(63	)		106	(d)		1,378
								59	(e)
Timeshare		1,020			(1,020	)		—			—
		5,401			(3,099	)		165			2,467
Other revenues from managed and franchised properties		3,342			(101	)		866	(d)		4,107
Total revenues		8,743			(3,200	)		1,031			6,574
Expenses
Owned and leased hotels		2,335			(1,354	)		—			981
Timeshare		697			(697	)		—			—
Depreciation and amortization		509			(236	)		—			273
Impairment loss		15			—			—			15
General, administrative and other		392			(66	)		—			326
		3,948			(2,353	)		—			1,595
Other expenses from managed and franchised properties		3,342			(101	)		866	(d)		4,107
Total expenses		7,290			(2,454	)		866			5,702
Gain on sales of assets, net		2			(1	)		—			1
Operating income		1,455			(747	)		165			873
Interest income		10			(1	)		—			9
Interest expense		(434	)		148			—			(286	)
Equity in earnings from unconsolidated affiliates		18			(15	)		—			3
Loss on foreign currency transactions		(33	)		(3	)		—			(36	)
Other loss, net		(15	)		8			—			(7	)
Income before income taxes		1,001			(610	)		165			556
Income tax expense		(255	)		244			(63	)    (f)		(74	)
Net income		746			(366	)		102			482
Net income attributable to noncontrolling interests		(11	)		6			—			(5	)
Net income attributable to Hilton stockholders	$	735		$	(360	)	$	102		$	477
Earnings per share:
Basic	$	0.74							(g)	$	1.45
Diluted	$	0.74							(g)	$	1.45
Weighted average shares outstanding:
Basic		988							(g)		329
Diluted		991							(g)		330

⁽¹⁾  Represents the elimination of the historical results of operations of Park and HGV.

See notes to unaudited pro forma condensed consolidated financial statements.

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HILTON WORLDWIDE HOLDINGS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2015

(In millions, except per share data)

	Hilton Historical			Park & HGV(1)			Pro Forma Adjustments			Pro Forma
Revenues
Owned and leased hotels	$	4,233		$	(2,637	)	$	—		$	1,596
Management and franchise fees and other		1,601			(75	)		139	(d)		1,739
								74	(e)
Timeshare		1,308			(1,308	)		—			—
		7,142			(4,020	)		213			3,335
Other revenues from managed and franchised properties		4,130			(119	)		1,146	(d)		5,157
Total revenues		11,272			(4,139	)		1,359			8,492
Expenses
Owned and leased hotels		3,168			(1,754	)		—			1,414
Timeshare		897			(897	)		—			—
Depreciation and amortization		692			(307	)		—			385
Impairment loss		9			—			—			9
General, administrative and other		611			(34	)		—			577
		5,377			(2,992	)		—			2,385
Other expenses from managed and franchised properties		4,130			(119	)		1,146	(d)		5,157
Total expenses		9,507			(3,111	)		1,146			7,542
Gain on sales of assets, net		306			(143	)		—			163
Operating income		2,071			(1,171	)		213			1,113
Interest income		19			(1	)		—			18
Interest expense		(575	)		198			—			(377	)
Equity in earnings from unconsolidated affiliates		23			(22	)		—			1
Loss on foreign currency transactions		(41	)		—			—			(41	)
Other gain (loss), net		(1	)		33			—			32
Income before income taxes		1,496			(963	)		213			746
Income tax benefit (expense)		(80	)		431			(81	)    (f)		270
Net income		1,416			(532	)		132			1,016
Net income attributable to noncontrolling interests		(12	)		7			—			(5	)
Net income attributable to Hilton stockholders	$	1,404		$	(525	)	$	132		$	1,011
Earnings per share:
Basic	$	1.42							(g)	$	3.07
Diluted	$	1.42							(g)	$	3.07
Weighted average shares outstanding:
Basic		986							(g)		329
Diluted		989							(g)		330

⁽¹⁾  Represents the elimination of the historical results of operations of Park and HGV.

See notes to unaudited pro forma condensed consolidated financial statements.

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HILTON WORLDWIDE HOLDINGS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2014

(In millions, except per share data)

	Hilton Historical			Park & HGV(1)			Pro Forma Adjustments			Pro Forma
Revenues
Owned and leased hotels	$	4,239		$	(2,463	)	$	—		$	1,776
Management and franchise fees and other		1,401			(56	)		130	(d)		1,541
								66	(e)
Timeshare		1,171			(1,171	)		—			—
		6,811			(3,690	)		196			3,317
Other revenues from managed and franchised properties		3,691			(124	)		1,024	(d)		4,591
Total revenues		10,502			(3,814	)		1,220			7,908
Expenses
Owned and leased hotels		3,252			(1,666	)		—			1,586
Timeshare		767			(767	)		—			—
Depreciation and amortization		628			(265	)		—			363
General, administrative and other		491			(22	)		—			469
		5,138			(2,720	)		—			2,418
Other expenses from managed and franchised properties		3,691			(124	)		1,024	(d)		4,591
Total expenses		8,829			(2,844	)		1,024			7,009
Operating income		1,673			(970	)		196			899
Interest income		10			(1	)		—			9
Interest expense		(618	)		202			—			(416	)
Equity in earnings from unconsolidated affiliates		19			(16	)		—			3
Gain on foreign currency transactions		26			—			—			26
Other gain, net		37			(29	)		—			8
Income before income taxes		1,147			(814	)		196			529
Income tax expense		(465	)		311			(74	)    (f)		(228	)
Net income		682			(503	)		122			301
Net income attributable to noncontrolling interests		(9	)		4			—			(5	)
Net income attributable to Hilton stockholders	$	673		$	(499	)	$	122		$	296
Earnings per share:
Basic	$	0.68							(g)	$	0.90
Diluted	$	0.68							(g)	$	0.90
Weighted average shares outstanding:
Basic		985							(g)		328
Diluted		986							(g)		329

⁽¹⁾  Represents the elimination of the historical results of operations of Park and HGV.

See notes to unaudited pro forma condensed consolidated financial statements.

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HILTON WORLDWIDE HOLDINGS INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2013

(In millions, except per share data)

	Hilton Historical			Park & HGV(1)			Pro Forma Adjustments			Pro Forma
Revenues
Owned and leased hotels	$	4,046		$	(2,286	)	$	—		$	1,760
Management and franchise fees and other		1,175			(31	)		119	(d)		1,321
								58	(e)
Timeshare		1,109			(1,109	)		—			—
		6,330			(3,426	)		177			3,081
Other revenues from managed and franchised properties		3,405			(99	)		954	(d)		4,260
Total revenues		9,735			(3,525	)		1,131			7,341
Expenses
Owned and leased hotels		3,147			(1,577	)		—			1,570
Timeshare		730			(730	)		—			—
Depreciation and amortization		603			(261	)		—			342
General, administrative and other		748			(54	)		—			694
		5,228			(2,622	)		—			2,606
Other expenses from managed and franchised properties		3,405			(99	)		954	(d)		4,260
Total expenses		8,633			(2,721	)		954			6,866
Operating income		1,102			(804	)		177			475
Interest income		9			(2	)		—			7
Interest expense		(620	)		49			—			(571	)
Equity in earnings from unconsolidated affiliates		16			(12	)		—			4
Loss on foreign currency transactions		(45	)		6			—			(39	)
Gain on debt extinguishment		229			—			—			229
Other gain, net		7			—			—			7
Income before income taxes		698			(763	)		177			112
Income tax expense		(238	)		301			(67	)    (f)		(4	)
Net income		460			(462	)		110			108
Net income attributable to noncontrolling interests		(45	)		3			—			(42	)
Net income attributable to Hilton stockholders	$	415		$	(459	)	$	110		$	66
Earnings per share:
Basic	$	0.45							(g)	$	0.21
Diluted	$	0.45							(g)	$	0.21
Weighted average shares outstanding:
Basic		923							(g)		308
Diluted		923							(g)		308

⁽¹⁾  Represents the elimination of the historical results of operations of Park and HGV.

See notes to unaudited pro forma condensed consolidated financial statements.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated financial statements include the following pro forma adjustments:

(a) In connection with the spin-offs, Hilton received cash distributions from Park and HGV.

(b) Represents the October 2016 transfer of a land parcel at historical carrying value from Hilton to HGV in connection with the spin-offs, including the removal of the related deferred tax liability.

(c) Represents the incremental goodwill related to Park based upon its relative fair value allocable in conjunction with the spin-offs.

(d) Reflects the change in management and franchise fee revenue and other revenues and expenses from managed and franchised properties related to the management and franchise agreements with Park effective upon completion of the spin-offs. Pursuant to the agreements, Park will pay agreed upon fees for various services that we will provide to support the operations of their hotels, as well as royalty fees for the licensing of our hotel brands. These fees are on different terms from those included within the intercompany management agreements in effect before the spin-offs, which were eliminated in consolidation in our historical consolidated financial statements. The terms of the management agreements generally include a base management fee, calculated as three percent of gross hotel revenues or receipts, and an incentive management fee, calculated as six percent of a specified measure of hotel earnings that will be calculated in accordance with the applicable management agreement. These fees are included in management and franchise fees and other. Additionally, payroll and related costs, certain other operating costs, marketing expenses and other expenses associated with our brands and shared services will be directly reimbursed to us by Park under the terms of the management and franchise agreements. This revenue is presented as other revenues from managed and franchised properties, with the corresponding expenses presented as other expenses from managed and franchised properties.

(e) Reflects the change in franchise fee revenue related to the license agreement with HGV effective upon completion of the spin-offs. Pursuant to the license agreement, HGV will pay agreed-upon fees for the right to use certain Hilton-branded trademarks, trade names and related intellectual property in its business. These fees include royalties, calculated as five percent of gross revenues, as well as additional other fees. These fees are on different terms from those included in the agreement with HGV in effect before the spin-offs, which were eliminated in consolidation in our historical consolidated financial statements.

(f) Represents the income tax expense effect of pro forma adjustments by applying an estimated statutory tax rate of 37.9 percent.

(g) Pro forma basic and diluted weighted average shares outstanding were based on the historical weighted average number of common shares outstanding adjusted for the execution of the Reverse Stock Split immediately following the Distribution. The calculation of pro forma diluted weighted average shares outstanding also reflects the effect of the spin-offs.

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