Directors Report 1

The directors present their strategic report for the year ended 31 December 2017.
The principal activity of the company for the year under review was that of an intermediate holding company (within the Hilton Worldwide Holdings Inc. group). REVIEW OF BUSINESS The company's key financial indicators of performance during the year are considered to be;
2017 2016
Carrying value of investments 1,952,419,221 1,952,419,221
The company has made a profit for the year ended 31 December 2017 of ?107,193,643 (2016: ?(79,236,405)) which ? was transferred to reserves. The primary driver behind the movement in operating profit is changes in foreign exchange rates.
PRINCIPAL RISKS AND UNCERTAINTIES Impairment Risk One of the company's activities is that of an investment holding company. As such a risk and uncertainty facing the company relates to the recoverability of the value of its investments. The company monitors the fair value of all underlying assets to determine whether there are indicators that the carrying values of investments are not recoverable. Interest rate risk The company is subject to interest rate risk on intercompany balances where the interest rate is linked to LIBOR. the company's treasury department monitors interest rates. Exchange rate risk This company is subject to exchange rate risk on intercompany loans held in foreign currencies. The company's treasury department monitors exchange rates. FUTURE DEVELOPMENTS The company will continue to operate as an investment holding company in the future. ON BEHALF OF THE BOARD:

Mr R Beeston - Director

2018-07-30 00:00:00

2.0
Hilton Worldwide Holding 2 Limited (Registered number: 08889214)
REPORT OF THE DIRECTORS for the year ended 31 December 2017

The directors present their report with the financial statements of the company for the year ended 31 December 2017.
DIVIDENDS No dividends will be distributed for the year ended 31 December 2017.
DIRECTORS The directors shown below have held office during the whole of the period from 1 January 2017 to the date of this report.
Mr S Beasley Mr B Wilson Mr J 0 Percival Mr J Tynan Mr C Heath
Other changes in directors holding office are as follows:
Mr R Beeston was appointed as a director after 31 December 2017 but prior to the date of this report.
GOING CONCERN The company's activities, together with the factors likely to affect its future development, its competitive, economic and interest rate risks are set out in the 'Review of Business' and 'Principal Risks and Uncertainties' section in the Strategic Report. The financial statements have been prepared under the going concern basis because the company's ultimate parent, Hilton Worldwide Holdings Inc. has provided a letter of support stating it will provide financial support, should it be needed, to enable the company to meet its debts as they fall due.
DIRECTORS' AND OFFICERS' LIABILITY During the year Hilton Worldwide Holdings Inc purchased and maintained on behalf of the company liability insurance for its directors and officers, in respect of proceedings brought by third parties, as permitted by section 236 of the Companies Act 2006.
STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
-select suitable accounting policies and then apply them consistently; -make judgements and accounting estimates that are reasonable and prudent; -prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

3.0
Hilton Worldwide Holding 2 Limited (Registered number: 08889214)
REPORT OF THE DIRECTORS for the year ended 31 December 2017

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the auditor is unaware. Having made enquiries of fellow directors and the company's auditor, each director has taken all the steps that he/she is obliged to take as a director to make himself/herself aware of any relevant audit information and to establish that the auditor is aware of that information.
AUDITORS In accordance with section 485 of the Companies Act 2006, a resolution is proposed at the Annual General Meeting for reappointment of Ernst & Young LLP as auditor of the company.
ON BEHALF OF THE BOARD:

Mr R Beeston - Director

2018-07-30 00:00:00

4.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HILTON WORLDWIDE HOLDING 2 LIMITED

Opinion We have audited the financial statements of Hilton Worldwide Holding 2 Limited (the 'company') for the year ended 31 December 2017 which comprise the Statement of Profit or Loss and Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements: give a true and fair view of the state of the company's affairs as at 31 December 2017 and of its profit for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: - the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or - the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: - the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

5.0 INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HILTON WORLDWIDE HOLDING 2 LIMITED

Matters on which we are required to report by exception In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: -adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or the financial statements are not in agreement with the accounting records and returns; or -certain disclosures of directors' remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit.
Responsibilities of directors As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report..
Use of our report This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. V014

Peter McIver (Senior Statuto uditor) for and on behalf of Ernst & Young LLP Senior Statutory Auditor 1 More London Place London SE1 2AF
2018-07-30 00:00:00

6.0 Hilton Worldwide Holding 2 Limited (Registered number: 08889214)
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the year ended 31 December 2017
Sheet1 The notes form part of these financial statements

7.0
Hilton Worldwide Holding 2 Limited (Registered number: 08889214)

Directors Report 2

The directors present their strategic report for the year ended 31 December 2016.
The principal activity of the company for the year under review was that of an intermediate holding company (within the Hilton Worldwide Holdings Inc. group).
REVIEW OF BUSINESS The company's key financial indicators of performance during the year are considered to be:
2016 2015
Carrying value of investments 1,952,419,221 1,534,318,000
During the year, as part of a wider group exercise, the company was involved in an intercompany loan rationalisation programme which was implemented to simplify and eliminate a number of intercompany loans within the Hilton Worldwide Holdings Inc. group. The impact on the company was that it incurred a foreign exchange charge of ?43,275,645 in the year as the currency in which the loan is denominated has changed due to it now being with a different company within the wider group. There is a potential future impact on the company if there are exchange rate movements. The company was further impacted as part of this project as a loan of ?418,101,222 was contributed to Hilton Worldwide Holding 2 Limited in exchange for issuing 1 share of ?1 and ?418,101,221 of share premium. This loan was then further contributed to Hilton Worldwide Holding 2 Limited's subsidiary in exchange for shares in that subsidiary with no profit or loss being recognised.
PRINCIPAL RISKS AND UNCERTAINTIES Impairment Risk One of the company's activities is that of an investment holding company. As such a risk and uncertainty facing the company relates to the recoverability of the value of its investments. The company monitors the fair value of all underlying assets to determine whether there are indicators that the carrying values of investments are not recoverable.
Interest rate risk The company is subject to interest rate risk on intercompany balances where the interest rate is linked to LIBOR. the company's treasury department monitors interest rates.
Exchange rate risk This company is subject to exchange rate risk on intercompany loans held in foreign currencies. The company's treasury department monitors exchange rates.
FUTURE DEVELOPMENTS The company will continue to operate as an investment holding company in the future.
ON BEHALF OF THE BOARD:

Mr S Beasley - Director

2017-07-19 00:00:00

2.0 Hilton Worldwide Holding 2 Limited
REPORT OF THE DIRECTORS for the year ended 31 December 2016

The directors present their report with the financial statements of the company for the year ended 31 December 2016.
DIVIDENDS No dividends will be distributed for the year ended 31 December 2016.
DIRECTORS The directors shown below have held office during the whole of the period from 1 January 2016 to the date of this report.
Mr S Beasley Mr B Wilson Mr J 0 Percival Mr J Tynan Other changes in directors holding office are as follows: Mr C Heath - appointed 1 March 2016
GOING CONCERN The company's activities, together with the factors likely to affect its future development, its competitive, economic and interest rate risks are set out in the 'Review of Business' and 'Principal Risks and Uncertainties' section in the Strategic Report. The financial statements have been prepared under the going concern basis because the company's ultimate parent, Hilton Worldwide Holdings Inc. has provided a letter of support stating it will provide financial support, should it be needed, to enable the company to meet its debts as they fall due.
DIRECTORS' AND OFFICERS' LIABILITY During the year Hilton Worldwide Holdings Inc purchased and maintained on behalf of the company liability insurance for its directors and officers, in respect of proceedings brought by third parties, as permitted by section 236 of the Companies Act 2006.
STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
-select suitable accounting policies and then apply them consistently; -make judgements and accounting estimates that are reasonable and prudent; -prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

3.0
Hilton Worldwide Holding 2 Limited
REPORT OF THE DIRECTORS for the year ended 31 December 2016

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the auditor is unaware. Having made enquiries of fellow directors and the company's auditor, each director has taken all the steps that he/she is obliged to take as a director to make himselFherself aware of any relevant audit information and to establish that the auditor is aware of that information.
AUDITORS In accordance with section 485 of the Companies Act 2006, a resolution is proposed at the Annual General Meeting for reappointment of Ernst & Young LLP as auditor of the company.
ON BEHALF OF THE BOARD:

Mr S Beasley - Director

2017-07-19 00:00:00

4.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HILTON WORLDWIDE HOLDING 2 LIMITED

We have audited the financial statements of Hilton Worldwide Holding 2 Limited for the year ended 31 December 2016 which comprise the Statement of Profit or Loss and Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure Framework'.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Strategic Report and the Report of the Directors to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements In our opinion the financial statements: give a true and fair view of the state of the company's affairs as at 31 December 2016 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 'Reduced Disclosure Framework'; and - have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: - the information given in the Strategic Report and the Report of the Directors for the fmancial year for which the financial statements are prepared is consistent with the financial statements. - the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

5.0
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HILTON WORLDWIDE HOLDING 2 LIMITED

Matters on which we are required to report by exception In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified no material misstatements in the Strategic Report or Report of the Directors.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Peter McIver (Senior Statutory Auditor) for and on behalf of Ernst & Young LLP 1 More London Place London SE I 2AF
2017-07-19 00:00:00

6.0
Hilton Worldwide Holding 2 Limited
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the year ended 31 December 2016
Sheet1 The notes form part of these financial statements

7.0
Hilton Worldwide Holding 2 Limited (Registered number: 08889214)

Directors Report 3

The directors present their strategic report for the year ended 31 December 2015.
The principal activity of the company for the year under review was that of an intermediate holding company (within the Hilton Worldwide Holdings Inc. group).
Hilton Worldwide Holding 2 Limited was incorporated on 12 February 2014 and commenced trading on 1 July 2014. Hilton Worldwide engaged in a corporate realignment ('CRA') programme effective 1 July 2014. In connection with this transaction, significant restructuring took place within the UK group of companies. As part of these restructuring activities the company was created and a number of subsidiary holdings were transferred to it as part of the restructure.
REVIEW OF BUSINESS The company's key financial indicators of performance during the year are considered to be:
2015 2014
Carrying value of investments 1,534,318,000 1,534,318,000
PRINCIPAL RISKS AND UNCERTAINTIES Impairment Risk One of the company's activities is that of an investment holding company. As such a risk and uncertainty facing the company relates to the recoverability of the value of its investments. The company monitors the fair value of all underlying assets to determine whether there are indicators that the carrying values of investments are not recoverable.
Interest rate risk The company is subject to interest rate risk on intercompany balances where the interest rate is linked to LIBOR. the company's treasury department monitors interest rates.
Exchange rate risk The company is subject to exchange rate risk on its investments in overseas subsidiaries and joint venture undertakings. The company's treasury department monitors exchange rates.
FUTURE DEVELOPMENTS The company will continue to operate as an investment holding company in the future.
ON BEHALF OF THE BOARD:

Mr S Beasley - Director
2016-07-15 00:00:00

2.0 Hilton Worldwide Holding 2 Limited (Registered number: 08889214)
REPORT OF THE DIRECTORS for the year ended 31 December 2015

The directors present their report with the financial statements of the company for the year ended 31 December 2015.
DIVIDENDS No dividends will be distributed for the year ended 31 December 2015.
DIRECTORS The directors shown below have held office during the whole of the period from 1 January 2015 to the date of this report.
Mr S Beasley Mr B Wilson Mn J 0 Percival
Other changes in directors holding office are as follows:
Mr J Tynan - appointed 1 January 2015
Mr C Heath was appointed as a director after 31 December 2015 but prior to the date of this report.
DIRECTORS' AND OFFICERS' LIABILITY During the year Hilton Worldwide Holdings Inc purchased and maintained on behalf of the company liability insurance for its directors and officers, in respect of proceedings brought by third parties, as permitted by section 236 of the Companies Act 2006.
STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the Strategic Report, Report of the Directors and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
- select suitable accounting policies and then apply them consistently; - make judgements and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the auditor is unaware. Having made enquiries. of fellow directors and the company's auditor, each director has taken all the steps that he/she is obliged to take as a director to make himself/herself aware of any relevant audit information and to establish that the auditor is aware of that information.

3.0
Hilton Worldwide Holding 2 Limited (Registered number: 08889214)
REPORT OF THE DIRECTORS for the year ended 31 December 2015

AUDITORS In accordance with section 485 of the Companies Act 2006, a resolution is proposed at the Annual General Meeting for reappointment of Ernst & Young LLP as auditor of the company.
ON BEHALF OF THE BOARD:

Mr S Beasley - Director

2016-07-15 00:00:00

4.0
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF HILTON WORLDWIDE HOLDING 2 LIMITED

We have audited the financial statements of Hilton Worldwide Holding 2 Limited for the year ended 31 December 2015 which comprise the Statement of Profit or Loss and Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure Framework'.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Strategic Report and the Report of the Directors to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements In our opinion the financial statements: give a true and fair view of the state of the company's affairs as at 31 December 2015 and of its loss for the year then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 'Reduced Disclosure Framework'; and have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements.

5.0 REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF HILTON WORLDWIDE HOLDING 2 LIMITED

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or certain disclosures of directors' remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit. E---rvt3 Xrt, L.L ? to.
Cameron Cartmell (Senior Statutory Auditor) for and on behalf of Ernst & Young LLP 1 More London Place London SE1 2AF Date: 1/6

6.0 Hilton Worldwide Holding 2 Limited (Registered number: 08889214)
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the year ended 31 December 2015
Sheet1 The notes form part of these financial statements

7.0
Hilton Worldwide Holding 2 Limited (Registered number: 08889214)

Directors Report 4

The directors present their strategic report for the period 12 February 2014 to 31 December 2014.
The principal activity of the company for the period under review was that of an intermediate holding company (within the Hilton Worldwide Holdings Inc group).
Hilton Worldwide Holding 2 Limited was incorporated on 12 February 2014 and commenced trading on 1 July 2014. Hilton Worldwide engaged in a corporate realignment ('CRA') programme effective 1 July 2014. In connection with this transaction, significant restructuring took place within the UK group of companies. As part of these restructuring activities the company was created and a number of subsidiary holdings were transferred to it as part of the restructure
REVIEW OF BUSINESS The company's key financial indicators of performance during the year are considered to be:

? Carrying value of investments 1,534,318,000
PRINCIPAL RISKS AND UNCERTAINTIES Impairment Risk One of the company's activities is that of an investment holding company. As such a risk and uncertainty facing the company relates to the recoverability of the value of its investments. The company monitors the fair value of all underlying assets to determine whether there are indicators that the carrying values of investments are not recoverable.
Interest rate risk The company is subject to interest rate risk on intercompany balances where the interest rate is linked to LIBOR. the company's treasury department monitors interest rates.
Exchange rate risk The company is subject to exchange rate risk on its investments in overseas subsidiaries and joint venture undertakings. The company's treasury department monitors exchange rates.
FUTURE DEVELOPMENTS The company will continue to operate as an investment holding company in the future.
ON BEHALF OF THE BOARD:

Mr S Beasley - Director

2015-09-22 00:00:00

2.0 Hilton Worldwide Holding 2 Limited
REPORT OF THE DIRECTORS for the period 12 February 2014 to 31 December 2014

The directors present their report with the financial statements of the company for the period 12 February 2014 to 31 December 2014.
INCORPORATION The company was incorporated on 12 February 2014.
DIVIDENDS No dividends will be distributed for the period ended 31 December 2014.
DIRECTORS The directors who have held office during the period from 12 February 2014 to the date of this report are as follows:
Mr S Beasley - appointed 2 June 2014 Mr B Wilson - appointed 12 February 2014 Mr J 0 Percival - appointed 29 August 2014 Mr M J Way - appointed 12 February 2014 - resigned 29 August 2014 Mrs E J Rabin - appointed 12 February 2014 - resigned 13 June 2014
Mr J Tynan was appointed as a director after 31 December 2014 but prior to the date of this report.
DIRECTORS' AND OFFICERS' LIABILITY During the year Hilton Worldwide Holdings Inc purchased and maintained on behalf of the company liability insurance for its directors and officers, in respect of proceedings brought by third parties, as permitted by section 236 of the Companies Act 2006.
STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard ? 101 'Reduced Disclsoure Framework'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
-select suitable accounting policies and then apply them consistently; -make judgements and accounting estimates that are reasonable and prudent; -prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information, being information needed by the auditor in connection with preparing its report, of which the auditor is unaware. Having made enquiries of fellow directors and the company's auditor, each director has taken all the steps that he/she is obliged to take as a director to make himself/herself aware of any relevant audit information and to establish that the auditor is aware of that information.

3.0
Hilton Worldwide Holding 2 Limited
REPORT OF THE DIRECTORS for the period 12 February 2014 to 31 December 2014

AUDITORS In accordance with section 485 of the Companies Act 2006, a resolution is proposed at the Annual General Meeting for reappointment of Ernst & Young LLP as auditor of the company.
ON BEHALF OF THE BOARD:

Mr S Beasley - Director

2015-09-22 00:00:00

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REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF HILTON WORLDWIDE HOLDING 2 LIMITED

We have audited the financial statements of Hilton Worldwide Holding 2 Limited for the period ended 31 December 2014 which comprise the Statement of profit or loss and other comprehensive income, Balance Sheet, Statement of Changes in Equity and the related notes. The fmancial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 'Reduced Disclosure Framework'.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors As explained more fully in the Statement of Directors' Responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the fmancial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the fmancial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Strategic Report and the Report of the Directors to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements In our opinion the financial statements: -give a true and fair view of the state of the company's affairs as at 31 December 2014 and of its loss for the period then ended; have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 'Reduced Disclosure Framework'; and -have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements.

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REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF HILTON WORLDWIDE HOLDING 2 LIMITED

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or -the financial statements are not in agreement with the accounting records and returns; or -certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit. E=r7121-17 a-

Cameron Cartmell (Senior Statutory Auditor) for and on behalf of Ernst & Young LLP 1 More London Place London SE1 2AF
2015-09-23 00:00:00

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Hilton Worldwide Holding 2 Limited
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME for the period 12 February 2014 to 31 December 2014
Sheet1 The notes form part of these financial statements

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Hilton Worldwide Holding 2 Limited (Registered number: 08889214) Sheet2 The financial statements were approved by the Board of Directors on 22 September 2015 and were signed on its behalf by:

Mr S Beasley - Director

The notes form part of these fmancial statements

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Hilton Worldwide Holding 2 Limited