8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2017 (April 27, 2017)

Park Hotels & Resorts Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-37795	36-2058176
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1600 Tysons Blvd., Suite 1000 McLean, Virginia		22102
(Address of Principal Executive Offices)		(Zip Code)

(703) 584-7979

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On May 3, 2017, Park Hotels & Resorts Inc. (the “Company”) issued a press release announcing its results of operations for the first quarter ended March 31, 2017 and made available certain supplemental information concerning the portfolio and operation of the Company.  Copies of the press release and the supplemental information are furnished as Exhibits 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K.

In accordance with General Instructions B.2 of Form 8-K, the information included in this Current Report on Form 8-K (including Exhibits 99.1 and 99.2 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  

(e) On April 27, 2017, the Compensation Committee (the “Committee”) of the Board of Directors of the Company adopted and approved the Park Hotels & Resort Inc. Executive Severance Plan (the “Executive Severance Plan”), effective April 27, 2017, for employees of the Company at the level of senior vice president and above designated for participation by the Committee.  At such time, the Committee designated each of the Company’s named executive officers and Executive Committee members as participants of the Executive Severance Plan, other than the Company’s chief executive officer whose severance arrangements will continue to be governed by the terms of his employment agreement, which was filed as Exhibit 10.10 to the Form 10 filed by the Company on September 16, 2016.

The Executive Severance Plan sets forth the terms for payment of severance and other benefits to participants in the event of a termination of employment with the Company under certain circumstances.  In the event of a termination of employment “without cause” (other than due to death or disability) or for “good reason” (each as defined in the Executive Severance Plan), the participant is entitled to the following payments and benefits:

• A cash payment, payable in a single lump sum payment, equal to 2.0x (for executive vice presidents), 1.5x (for senior vice presidents who are also members of the Company’s Executive Committee) or 1.0x (for all other senior vice presidents) the sum of the participant’s annual base salary and his or her average annual bonus for the most recent two fiscal years (or one fiscal year if applicable). A participant who was not eligible for a bonus in the prior fiscal year will remain eligible to receive an actual bonus for the year of termination (prorated for the actual period of service during such year).

• The vesting of the participant’s outstanding equity and equity-based awards in accordance with the Company’s 2017 Omnibus Incentive Plan (or any successor plan) and applicable award agreements. A participant’s termination of employment for good reason will be treated as a termination by the Company without cause under the 2017 Omnibus Incentive Plan (or any successor plan) and applicable award agreement.

• A cash amount equal to the difference between the participant’s monthly COBRA premium cost and the monthly contribution paid by similarly situated active Company executives for the same coverage, payable in equal installments over a twelve-month period following the participant’s

termination date. These payments will cease earlier than the expiration of such twelve-month period if the participant becomes eligible to receive group health coverage from another employer or ceases to be eligible to receive COBRA coverage.

• A cash payment of the participant’s accrued pay through the date of termination.

Receipt of and all severance payments and benefits under the Executive Severance Plan is contingent upon the participant complying with various requirements, including non-solicitation and non-competition obligations to the Company (which apply for a period of twelve-months following the participant’s termination of employment) and the participant’s timely execution and delivery to the Company of an effective release of claims. Subject to certain exceptions, the Company shall pay or commence providing all severance benefits within 10 days following the effectiveness of the required release of claim.

This Executive Severance Plan supersedes and terminates any prior severance plans applicable to participants, including any Hilton Worldwide Holdings Inc. severance plan.

The above description is a summary of the terms of the Executive Severance Plan and is subject to and qualified in its entirety by the terms of the Executive Severance Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Park Hotels & Resort Inc. Executive Severance Plan.
99.1	Press Release dated May 3, 2017.
99.2	First Quarter 2017 Supplemental Data.

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.

	Park Hotels & Resorts Inc.
Date: May 3, 2017	By:	/s/ Sean M. Dell’Orto
		Sean M. Dell’Orto
		Executive Vice President, Chief Financial Officer and Treasurer

Exhibit Index

Exhibit Number	Description
10.1	Park Hotels & Resort Inc. Executive Severance Plan.
99.1	Press Release dated May 3, 2017.
99.2	First Quarter 2017 Supplemental Data.

EX-10.1

Exhibit 10.1

Park Hotels & Resorts Inc.

Executive Severance Plan

The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Park Hotels & Resorts Inc. (the “Company”) has adopted this Executive Severance Plan (the “Plan”), effective as of April 27, 2017. Capitalized terms not otherwise defined in the Plan shall have the meanings set forth in Exhibit A hereto.  

1. Participation.Employees at the Senior Vice President level and above who are designated for participation in the Plan by the Committee from time to time shall participate in the Plan (collectively, the “Participants”).  

2. Administration.  The Plan shall be administered by the Committee, which shall have authority, subject to the express provisions of the Plan, to interpret the Plan and make all other determinations necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Committee shall be final, conclusive and binding on all parties.

3. Term and Amendment. The Committee may amend or terminate the Plan at any time and for any reason, provided that (i) six months’ prior notice to affected Participants will be required for any termination or amendment that materially and adversely affects the rights of such Participants, and (ii) no termination or amendment will materially and adversely affect the rights of any Participant whose employment terminated prior to the date of such amendment or termination.

4. Termination without Cause or for Good Reason.  Upon a Participant’s termination of employment by the Company without Cause or by the Participant for Good Reason, the Participant shall be entitled to receive the Accrued Rights.  In addition, and subject to the terms and conditions of Section 8, the Participant shall be eligible to receive the benefits set forth below.

(a) The Company shall make a cash payment to the Participant equal to the product of the severance multiple set forth in the table below and the Participant’s Severance Basis, payable in a single lump sum as provided under Section 8.

Level	Severance Multiple
Executive Vice President	2.0x
Senior Vice President serving on Executive Committee	1.5x
Senior Vice President not serving on Executive Committee	1.0x

The “Severance Basis” is equal to the sum of (x) the Participant’s annual base salary in effect immediately prior to termination and (y) the Participant’s average annual bonus for the most recent two fiscal years, or, if the Participant was eligible to receive an annual bonus for only one year prior to termination, the bonus paid, if any, for such year.  If the Participant was not eligible to receive an annual bonus for the year prior to termination, then (x) the Participant’s “Severance Basis” is equal to the Participant’s annual base salary in effect immediately prior to termination and (y) the Participant shall remain eligible to receive an annual bonus for the year of termination (prorated, if applicable, for the actual period of service during such year), payable on the date such annual bonuses are paid to executives generally.

(b) The Participant’s outstanding equity and equity-based awards shall be treated in the manner set forth in the Company’s 2017 Omnibus Incentive Plan (the “2017 Plan”) (or any successor plan) and the applicable award agreements issued thereunder (provided, however, that a Participant’s termination of employment for Good Reason shall be treated as a termination by the Company without Cause under the 2017 Plan (or any successor plan) and the award agreements issued thereunder).

(c) Subject to the Participant’s timely election of COBRA coverage under the Company’s group health plan, the Company shall pay on the Participant’s behalf, on the first regularly scheduled payroll date of each month during the 12-month period following the Participant’s date of termination (the “Coverage Period”), an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by similarly situated active Company executives for the same coverage. The payments described in this clause (c) shall cease earlier than the expiration of the Coverage Period if the Participant becomes eligible to receive group health coverage from another employer or ceases to be eligible to receive COBRA coverage.

5. Termination for Cause or without Good Reason. If a Participant’s employment is terminated by the Company for Cause or by the Participant without Good Reason, the Participant shall be entitled to receive the Accrued Rights and the Participant’s outstanding

equity and equity-based awards shall be treated in the manner set forth in the 2017 Plan (or any successor plan) and the applicable award agreements issued thereunder.  The Participant shall not be eligible to receive any other benefits in connection with such termination.

6. Termination by Death or Disability. If a Participant’s employment terminates due to death or Disability, the Participant shall be entitled to receive the Accrued Rights and an annual bonus for the fiscal year of termination pursuant to the terms of the Company’s Executive Short-Term incentive Program (the “STIP”), and the Participant’s outstanding equity and equity-based awards shall be treated in the manner set forth in the 2017 Plan (or any successor plan) and the applicable award agreements issued thereunder. The Participant shall not be eligible to receive any other benefits in connection with such termination.

7. Non-Compete/Non-Solicit. During a Participant’s employment with the Company or its Affiliates (the “Employment Term”) and for 12 months following the date the Participant ceases to be employed by the Company or any of its Affiliates (the “Restricted Period”), the Participant shall not, whether on the Participant’s own behalf or on behalf of or in conjunction with any other Person, directly or indirectly solicit, pursue or interfere with (i) the business of any then current or prospective client or customer with whom the Participant (or his or her direct reports) had personal dealings or involvement during the one-year period preceding the Participant’s termination of employment, (ii) any business or investment opportunity with which the Participant (or his or her direct reports) had personal dealings or involvement during the one-year period preceding the Participant’s termination of employment, or (iii) business relationships between the members of the Company Group and any of their hotel managers, business partners, clients, customers, suppliers, partners, members or investors.

In addition, during the Restricted Period, the Participant shall not directly or indirectly (i) provide services to a Competitor, (ii) enter the employ of a Competitor, or (iii) acquire a financial interest in or otherwise become actively involved with a Competitor as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant. Notwithstanding the foregoing, the Participant may directly or indirectly own, solely as an investment, securities of a Competitor which is publicly traded if the 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.

During the Restricted Period, the Participant will not directly or indirectly (i) solicit or encourage any employee of the Company Group to leave the employment of the Company Group or (ii) hire any such employee of the Company Group.

The term (i) “Business” shall mean the business of owning (but not the business of operating, managing and/or franchising) hotel properties and (ii) “Competitor” shall mean any publicly-traded real estate investment trust engaged primarily in the Business (including, but not limited to, Host Hotels & Resorts, Inc., LaSalle Hotel Properties, Pebblebrook Hotel Trust, Sunstone Hotel Investors, Inc., Chesapeake Lodging Trust, Diamondrock Hospitality Company, RLJ Lodging Trust and Ryman Hospitality Properties, Inc.).

If a judicial determination is made by a court of competent jurisdiction that the restriction contained in this Section 7 is unenforceable against a Participant, the provisions of this Section 7 shall not be rendered void but shall be deemed amended to apply as to the 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 Section 7 is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.

8. Conditions to Severance. Notwithstanding any provision herein to the contrary, the payment of any amount or provision of any benefit pursuant to Sections 4, 5 or 6 of the Plan (other than the Accrued Rights) (collectively, the “Severance Benefits”) to a Participant shall be conditioned upon (i) the Participant’s compliance with the obligations set forth in Section 7 hereof and (ii) the Participant’s execution, delivery to the Company and non-revocation of a release of claims in a form acceptable to the Company (the “Release Agreement”) (and the expiration of any revocation period contained in such Release Agreement) within 60 days following the date of the Participant’s termination of employment or such shorter period as the Company may provide (such expiration date, the “Release Effective Date”).  If the Participant fails to execute the Release Agreement in such a timely manner so as to permit any revocation period to expire prior to the end of such 60-day (or shorter) period, or timely revokes his or her acceptance of such release following its execution, the Participant shall not be entitled to any of the Severance Benefits.  The Company shall pay or commence providing the Severance Benefits within 10 days following the Release Effective Date; provided, however, that, to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any payment of any amount or provision of any benefit otherwise scheduled to occur prior to the 60th day following the date of the Participant’s termination of employment hereunder, but for the condition on executing the Release Agreement, shall not be made until the first regularly scheduled payroll date whose cutoff date follows such 60th day, after which any remaining Severance Benefits shall thereafter be provided to the Participant according to the applicable schedule set forth herein.

9. Other Severance Benefits/Previous Plans. Participants shall not be entitled to receive any severance payments or benefits from the Company or any of its Affiliates upon a termination of employment, except as set forth in the Plan or as may be approved by the Committee in its discretion.  This Plan supersedes any and all prior severance plans or arrangements to which any Participant is subject (including the Hilton Worldwide Holdings Inc. 2013 Executive Severance Plan, as amended), all of which are hereby terminated as to the Participants.

10. Dispute Resolution/Attorneys’ Fees. Any dispute arising as to the parties’ rights and obligations hereunder shall be resolved by binding arbitration in accordance with the rules of The McCammon Group.  Such arbitration shall take place in Northern Virginia.  The arbitrator shall be empowered to decide the arbitrability of all disputes and shall apply the substantive federal, state, or local law and statute of limitations governing any dispute submitted under the applicable rules.  In ruling on any dispute submitted to arbitration, the arbitrator shall have the authority to award only such remedies or forms of relief as are provided for under the substantive law governing such dispute.  The arbitrator shall issue a written decision that shall include the essential findings and conclusions on which the decision is based (a standard award).  Each party consents to the jurisdiction of the courts of the Commonwealth of Virginia for injunctive, specific enforcement or other relief in aid of the arbitration proceedings or to enforce judgment of the award in such arbitration proceeding, but not otherwise.  The award entered by the arbitrator shall be final and binding and shall not be appealable.  The fact, circumstances, and outcome of the arbitration shall be confidential to the maximum extent allowed by law.  The Company shall bear all fees and costs unique to the arbitration forum (e.g., filing fees, transcript costs and arbitrator’s fees).  The parties shall be responsible for their own attorneys’ fees and costs.

11. Successors.  This Plan shall inure to the benefit of and shall be binding upon the Company and its successors and assigns. Any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall assume and agree to perform the obligations of the Company under this Plan.  The Plan shall inure to the benefit of and be enforceable by each Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees or other beneficiaries. If a Participant shall die while any amount remains payable to such Participant hereunder, all such amounts shall be paid to the executors, personal representatives or administrators of such Participant’s estate.

12. No Right to Continued Service.  Nothing contained in the Plan shall (i) confer upon any Participant any right to continue as an employee of the Company, (ii) constitute any contract of employment or agreement to continue employment for any particular period, or (iii) interfere in any way with the right of the Company to terminate a service relationship with any Participant, with or without Cause.

13. No Duty to Mitigate.  A Participant shall not be required to mitigate the amount of any payment or benefit provided pursuant to the Plan, nor shall the amount of any such payment or benefits be reduced by any compensation that the Participant receives from any other source, except as set forth in Section 4(c).

14. Withholding/Section 280G and 409A Matters.  The Company shall have the authority and right to withhold an amount sufficient to satisfy federal, state, local and foreign taxes required by law to be withheld with respect to any payments or benefits under the Plan. The provisions with respect to Sections 280G and 409A of the Code on Exhibit B are incorporated into the Plan as if fully set forth herein.

15. Unfunded Plan.  The Plan is intended to be an “unfunded” plan for severance benefits.  Nothing contained in the Plan shall give a Participant any rights that are greater than those of a general unsecured creditor.

16. No Assignment.  Each Participant’s rights under the Plan may not be assigned or transferred in whole or in part, except as set forth in Section 11.  

17. Governing Law.  The Plan shall be construed and interpreted in accordance with the laws of the State of Delaware without reference to the conflict of laws provisions thereof, to the extent not preempted by federal law, which shall otherwise control.                                                                                                                                                                                  

EXHIBIT A

Certain Definitions

(a) “Accrued Rights” means (i) all accrued but unpaid base salary through the date of termination of the Participant’s employment, (ii) any accrued but unpaid annual bonus for the prior compensation year required to be paid in accordance with the terms of the STIP, (iii) any unpaid or unreimbursed expenses incurred by the Participant in accordance with Company policy, and (iv) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein.

(b) “Affiliate” means any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

(c) “Cause” means a good faith determination of the Committee or its designee that (i) there is “cause” to terminate a Participant’s employment or service, as defined in and in accordance with any employment agreement between the Participant and any member of the Company Group or an Affiliate in effect at the time of such termination or (ii) in the absence of any such employment agreement (or the absence of any definition of “Cause” contained therein), any of the following has occurred with respect to a Participant: (A) such Participant has failed to reasonably perform his or her duties to the Service Recipient, or has failed to follow the lawful instructions of the Board or his or her direct superiors, in each case other than as a result of his or her incapacity due to physical or mental illness or injury, in a manner that could reasonably be expected to result in harm (whether financially, reputationally or otherwise) to any member of the Company Group or an Affiliate, following notice by the Company Group or such Affiliate of such failure; (B) such Participant has engaged or is about to engage in conduct harmful (whether financially, reputationally or otherwise) to any member of the Company Group or an Affiliate; (C) such Participant has been convicted of, or pled guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty; (D) the willful misconduct or gross neglect of such Participant that could reasonably be expected to result in harm (whether financially, reputationally or otherwise) to any member of the Company Group or an Affiliate; (E) the willful violation by such Participant of the written policies of the Service Recipient or any applicable written policies of any member of the Company Group that could reasonably be expected to result in harm (whether financially, reputationally or otherwise) to any member of the Company Group or an Affiliate; (F) such Participant’s fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company Group or an Affiliate (other than good faith expense account disputes); (G) such Participant’s act of personal dishonesty which involves personal profit in connection with such Participant’s employment or service with the Company Group or an Affiliate, or (H) the willful breach by such Participant of fiduciary duty owed to the Service Recipient.  Any act, or failure to act, based upon prior approval given by the Board or a committee thereof or upon the instructions or with the approval of the Participant’s superior or based upon the advice of counsel for the Company or an Affiliate, shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company or an Affiliate.

(d) “Company Group” means, collectively, the Company and its Subsidiaries.

(e) “Disability” means the Company or an Affiliate having cause to terminate a Participant’s employment or service on account of “disability,” as defined in any then-existing employment, consulting or other similar agreement between the Participant and the Company or an Affiliate or, in the absence of such an employment, consulting or other similar agreement (or the absence of any definition of “Disability” contained therein), a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an Affiliate, or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced. Any determination of whether Disability exists shall be made by the Committee (or its designee) in its sole discretion

(f) “Good Reason” means the occurrence of one or more of the following circumstances without the Participant’s written consent, which circumstances are not remedied by the Company within 30 days of its receipt of a written notice from the Participant setting forth in reasonable specificity the circumstances that constitute Good Reason (which written notice must be provided by the Participant within 60 days of the Participant’s knowledge (whether actual or constructive, including, without limitation, knowledge that the Participant would have reasonably obtained after making due and appropriate inquiry) of such circumstances): (x) a material diminution in the Participant’s duties or responsibilities, (y) a material reduction in the

Participant’s annual base salary or target annual bonus opportunity (other than pursuant to an across-the-board reduction applicable to all similarly situated executives), or (z) the relocation of the Participant’s principal place of employment by more than 50 miles from the Company’s headquarters, or such other place of employment at which the Participant has agreed to be based.  In order for a Participant to terminate his or her employment for Good Reason, the Participant must terminate employment within 30 days of the end of the cure period if the circumstances giving rise to Good Reason have not been cured.

(g) “Person” means any individual, corporation, association or other business entity.

(h) “Service Recipient” means the member of the Company Group by which the Participant is, or following a termination of employment with the Service Recipient for any reason (including death or Disability) was most recently, principally employed.

(i) “Subsidiary” means, with respect to any specified Person: (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of such entity’s voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership, limited liability company or any comparable foreign entity (A) the sole general partner (or functional equivalent thereof) or the managing general partner (or functional equivalent thereof) of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

EXHIBIT B

Section 280G and 409A Provisions

1. Section 280G. In the event that any payment or benefit received or to be received by a Participant pursuant to the Plan or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this section, be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of this Section 1, such Payments shall be either (x) provided in full pursuant to the terms of the Plan or any other applicable agreement, or (y) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties on such taxes), results in the receipt by the Participant, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Participant otherwise agree in writing, any determination required under this Plan shall be made by an independent advisor designated by the Company and reasonably acceptable to the Participant (the “Independent Advisor”), whose determination shall be conclusive and binding upon the Participant and the Company for all purposes.  For purposes of making the calculations required under this Plan, the Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that the Independent Advisor shall assume that the Participant pays all taxes at the highest marginal rate.  The Company and the Participant shall furnish to the Independent Advisor such information and documents as the Independent Advisor may reasonably request in order to make a determination under this Section 1.  The Company shall bear all costs that the Independent Advisor may incur in connection with any calculations contemplated by this Plan.  The reduction of the Payments payable hereunder, if applicable, shall be made by first reducing the cash payments under Section 4(a), second by reducing the COBRA subsidy under Section 4(c), and lastly by reducing any other Payments in a manner determined by the Company, in consultation with the Participant.

2. Section 409A.

(a) General. The Company intends that the payments and benefits provided under the Plan shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code, and the Plan shall be construed in a manner that effectuates this intent.  Neither the Company nor its respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of the Plan.  Notwithstanding anything in the Plan to the contrary, the Committee may amend the Plan, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of remaining exempt from or complying with the requirements of Section 409A of the Code and the administrative regulations and rulings promulgated thereunder.  Each payment in a series of payments under the Plan shall be deemed to be a separate payment for purposes of Section 409A of the Code.

(b) Definitional Restrictions. Notwithstanding anything in the Plan to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable under the Plan by reason of the occurrence of a Participant’s separation from service, such Non-Exempt Deferred Compensation will not be payable or distributable to the Participant by reason of such circumstance unless the circumstances giving rise to such separation constitute a “separation from service” under Section 409A of the Code and the applicable regulations.

(c) Six-Month Delay in Certain Circumstances. In the event that, notwithstanding the clear language of the Plan and the intent of the Company, any amount or benefit under this Plan constitutes Non-Exempt Deferred Compensation and is payable or distributable by reason of a Participant’s separation from service during a period in which the Participant qualifies as a “specified employee” (as defined in Section 409A of the Code and the final regulations thereunder), then, subject to any permissible acceleration of payment under Section 409A of the Code:

a. the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service under the terms of this Plan will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and

b. the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period.

(d) Expense Reimbursements.  To the extent that any right to reimbursement of expenses or payment of any benefit in-kind under the Plan constitutes Non-Exempt Deferred Compensation, (i) any such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by the Participant, (ii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) the amount of expenses eligible for reimbursement or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.

EX-99.1

Exhibit 99.1

Investor Contact	1600 Tysons Boulevard, Suite 1000
Ian Weissman	McLean, VA 22102
+1 703 584 7441	www.pkhotelsandresorts.com

Park Hotels & Resorts Inc. Reports First Quarter 2017 Results

MCLEAN, VA (May 3, 2017) – Park Hotels & Resorts Inc. (“Park” or the “Company”) (NYSE: PK) today announced results for the first quarter ended March 31, 2017. Highlights include:

First Quarter 2017 Results (as compared to First Quarter 2016)

• Comparable RevPAR for the domestic portfolio was $163.90, an increase of 1.7% on a Pro-forma basis

• Comparable RevPAR was $156.34, an increase of 1.4% on a Pro-forma basis

• Net income and net income attributable to stockholders were $2,350 million, including an income tax benefit of $2,288 million resulting from the REIT conversion

• Adjusted EBITDA was $177 million, an increase of 4.1% on a Pro-forma basis

• Adjusted FFO attributable to stockholders was $138 million, an increase of 7.8% on a Pro-forma basis

• Diluted earnings per share was $11.02

• Diluted Adjusted FFO per share was $0.64

• Comparable Hotel Adjusted EBITDA margin was 25.9%, a decrease of 10 bps on a Pro-forma basis

Thomas J. Baltimore, Jr., Chairman, President and Chief Executive Officer, stated,“We are very pleased with our first quarter results, which came in ahead of expectations both on top line and bottom line, clearly demonstrating the benefit of owning a geographically diverse portfolio of high quality assets with multiple levers of demand.  I am thrilled with the progress our team has made after just four months operating as an independent public company with our attention keenly focused on creating value for our shareholders.  On the asset management front, we continue to build out our team as we implement aggressive asset management strategies to help narrow the margin gap that exists between Park and our peers.  Separately, we continue to make progress on our ROI projects and our team is formulating a strategic plan to determine the scope of our non-core asset sale program given our intention to recycle the bottom 10% to 15% of our portfolio over the next several years.”

Selected Statistical and Financial Information (unaudited, dollars in millions, except per share data, Comparable RevPAR and Comparable ADR)

	Three Months Ended
	March 31,
	2017	2016	2017 vs. 2016
Comparable RevPAR(1)(2)	$        156.34	$        154.23	1.4%
Comparable Occupancy(1)(2)	77.6%	77.7%	(0.1)% pts
Comparable ADR(1)(2)	$        201.41	$        198.55	1.4%
Net income(3)	$          2,350	$               23	NM(4)
Net income attributable to stockholders(3)	$          2,350	$               22	NM(4)
Adjusted EBITDA(1)	$             177	$             170	4.1%
Comparable Hotel Adjusted EBITDA(1)(2)	$             165	$             161	2.5%
Comparable Hotel Adjusted EBITDA margin(1)(2)	25.9%	26.0%	(10) bps
Adjusted FFO attributable to stockholders(1)	$             138	$             128	7.8%
Earnings per share - Diluted(5)	$          11.02	$            0.11
Adjusted FFO per share - Diluted(1)(5)	$            0.64	$            0.65
Weighted average shares outstanding - Diluted	213	198

⁽¹⁾ For 2016, amounts are calculated on a Pro-forma basis.

⁽²⁾ Excludes unconsolidated joint ventures.

⁽³⁾ Includes a $2,288 million income tax benefit in 2017 resulting from the derecognition of deferred tax liabilities upon Park’s declaration of intent to be taxed as a REIT.

⁽⁴⁾ Percentage change is not meaningful.

⁽⁵⁾ For 2016, per share amounts were calculated using the number of shares of common stock outstanding upon the completion of the spin-off. Per share amounts are calculated based on unrounded numbers.

2017 First Quarter Operating Results: Total Consolidated Comparable Hotels

Comparable RevPAR increased 1.4% on a Pro-forma basis, attributable to a 1.4% increase in rate, with occupancy remaining relatively flat. Across Park’s major markets:

• Washington, D.C. was the best performer with RevPAR growth of 10.0% attributable to increased demand during the inauguration and related political events;

• Chicago showed RevPAR growth of 8.1% with an increase in both rate and occupancy primarily from increased group business and renovation disruptions in 2016 at the Hilton Chicago; and

• Hawaii generated RevPAR growth of 4.1% due to an increase in rate driven by an increase in group business.

The solid performance was primarily attributable to increases in group business, which accounted for approximately one-third of revenues. Group rooms revenue for the quarter increased by 7.1%, led by the following properties:

• Hilton Hawaiian Village Waikiki Beach Resort increased 28.4%

• Parc 55 San Francisco – a Hilton Hotel increased 23.8%

• Hilton Chicago increased 22.2%; and

• Hilton Orlando Bonnet Creek increased 16.1%.

2017 First Quarter Operating Results: Top 10 Hotels

RevPAR for Park’s Top 10 Hotels, which accounts for approximately 66% of Hotel Adjusted EBITDA, grew 1.8% on a Pro-forma basis, driven by a 1.0 percentage point increase in occupancy and a 0.5% increase in rate. Within the Top 10 Hotels:

• Hilton Chicago was the best performing hotel with RevPAR growth of 17.5% from strong group demand and renovation disruptions in 2016;

• Hilton Orlando Bonnet Creek had RevPAR growth of 8.7%;

• Parc 55 San Francisco – a Hilton Hotel had RevPAR growth of 4.2%;

• Hilton Hawaiian Village Waikiki Beach Resort had RevPAR growth of 4.1%; and

• New York Hilton Midtown had RevPAR growth of 2.9%.

Hilton San Francisco Union Square was the weakest performer with a decrease in RevPAR of 8.0%, due to ongoing renovations and a tough comparable period in 2017 due to the Super Bowl in 2016.

Balance Sheet and Liquidity

Park had the following debt outstanding as of March 31, 2017:

(unaudited, dollars in millions)
Debt	Collateral	Interest Rate	Maturity Date	As of March 31, 2017
Fixed Rate Debt
Unsecured notes	Unsecured	7.50%	December 2017	$                           55
Mortgage loan	DoubleTree Hotel Spokane City Center	3.55%	October 2020	12
Commercial mortgage-backed securities loan	Hilton San Francisco Union Square, Parc 55 San Francisco - a Hilton Hotel	4.11%	November 2023	725
Commercial mortgage-backed securities loan	Hilton Hawaiian Village Waikiki Beach Resort	4.20%	November 2026	1,275
Mortgage loan	The Fess Parker Santa Barbara Hotel - a DoubleTree Resort	4.17%	December 2026	165
Total Fixed Rate Debt(1)				$                    2,232
Variable Rate Debt
Revolving credit facility(2)	Unsecured	L + 1.50%	December 2021(3)	$                           -
Term loan	Unsecured	L + 1.45%	December 2021	750
Mortgage loan	DoubleTree Hotel Ontario Airport	L + 2.25%	May 2022(3)	30
Total Variable Rate Debt				$                       780

⁽¹⁾ Excludes $14 million of capital lease obligations.

⁽²⁾ $1 billion revolving credit facility, with $1 billion available as of March 31, 2017.

⁽³⁾ Assumes the exercise of all extensions that are exercisable solely at Park’s option.

Total cash and cash equivalents were $336 million as of March 31, 2017, including $18 million of restricted cash.

Capital Investments

Park invested $37 million in the first quarter on capital improvements, including $32 million on improvements made to guest rooms, lobbies and other guest-facing areas. Key projects include:

• Hilton San Francisco Union Square: $9.5 million primarily on rooms and suites renovations

• Hilton Sao Paulo Morumbi: $5.8 million primarily on rooms and corridors renovations

• Hilton New Orleans Riverside: $5.1 million primarily on ballroom and exhibit hall renovations

• Hilton Chicago: $2.7 million primarily on ballroom and meeting space renovations.

Dividends

In January 2017, in order to comply with requirements related to Park’s declaration of intent to be taxed as a REIT, Park’s Board of Directors declared an Earnings and Profit (“E&P”) dividend of $2.79 per share, payable in cash and shares of its common stock, to stockholders of record as of January 19, 2017. The E&P dividend was paid on March 9, 2017 and consisted of $110 million in cash and the issuance of 16.6 million shares of Park’s common stock.

In February 2017, Park’s Board of Directors declared a first quarter 2017 cash dividend of $0.43 per share to stockholders of record as of March 31, 2017. The first quarter 2017 cash dividend was paid on April 17, 2017.

On April 28^th 2017, Park’s Board of Directors declared a second quarter 2017 cash dividend of $0.43 per share to stockholders of record as of June 30, 2017. The second quarter 2017 cash dividend is to be paid on July 17, 2017. All future dividends are subject to approval by Park’s Board of Directors.

Full Year 2017 Outlook

The Company has updated its 2017 guidance that was previously provided in connection with the reporting of its 2016 results in March 2017. Park expects the full year 2017 operating results to be as follows:

(unaudited, dollars in millions, except per share amounts)
Metric	Low		High
Comparable RevPAR Growth	0.0%		2.0%
Net income	$             250		$             277
Net income attributable to stockholders	$             245		$             272
Diluted earnings per share	$            1.14		$            1.27
Adjusted EBITDA	$             735		$             765
Comparable Hotel Adjusted EBITDA margin change	(80)	bps	0	bps
Adjusted FFO attributable to stockholders per diluted share	$            2.65		$            2.77

Full year 2017 guidance is based in part on the following assumptions:

• General and administrative expenses are projected to be $45 million, excluding $12 million of non-cash share-based compensation expense and $11 million of transition costs;

• Fully diluted weighted average shares is expected to be 214.5 million;

• Excludes an income tax benefit of $2,288 million recognized in the first quarter of 2017 resulting from the derecognition of deferred tax liabilities upon Park’s declaration of intent to be taxed as a REIT;

• Due to the transfer of a significant number of rooms at the Hilton Waikoloa Village and Embassy Suites Washington DC Georgetown to Hilton Grand Vacations, the results from these hotels are excluded from Park’s comparable results in 2017;

• The delay of the transfer of rooms at the Hilton Waikoloa Village until the fourth quarter of 2017; and

• Refined estimates in Park’s effective tax rate. Refer to the financial supplement for additional information.

Supplemental Disclosures

In conjunction with this release, Park has furnished a financial supplement with additional disclosures on its website. Visit www.pkhotelsandresorts.com for more information. Park has no obligation to update any of the information provided to conform to actual results or changes in Park’s portfolio, capital structure or future expectations.

Conference Call

Park will host a conference call for investors and other interested parties to discuss first quarter results on May 4, 2017 beginning at 10:00 a.m. Eastern Time.

Participants may listen to the live webcast by logging onto the Investor Relations section of the website at www.pkhotelsandresorts.com. Alternatively, participants may listen to the live call by dialing (877) 876-9177 in the United States or (785) 424-1667 internationally, and requesting Park Hotels & Resorts’ First Quarter 2017 Earnings Conference Call. Participants are encouraged to dial into the call or link to the webcast at least ten minutes prior to the scheduled start time.

A replay and transcript of the webcast will be available within 24 hours after the live event on the Investor Relations section of Park’s website and will be available through June 1, 2017.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements related to Park’s current expectations regarding the performance of its business, financial results, liquidity and capital resources, the effects of competition and other non-historical statements. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements in this press release. Additional factors that could cause Park’s results to differ materially from those described in the forward-looking statements can be found under the sections entitled “Forward-Looking Statements,” “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations" (or similar captions) in Park’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC, as such factors may be updated from time to time in Park’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date on which they are made and Park undertakes no obligation to update or revise publicly any guidance or other forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Non-GAAP Financial Measures

Park presents certain non-GAAP financial measures in this press release, including NAREIT FFO attributable to stockholders Adjusted FFO attributable to stockholders, EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA, and Hotel Adjusted EBITDA margin. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income (loss) as a measure of its operating performance. Please see the schedules included in this press release including the “Definitions” section for additional information and reconciliations of such non-GAAP financial measures.

Pro-Forma Financial Information

Certain financial measures and other information have been adjusted for Park’s historical debt and related balances and interest expense to give the net effect to financing transactions that were completed prior to spin-off, incremental fees based on the terms of the post spin-off management agreements, adjustments to income tax expense based on Park’s post spin-off REIT tax structure, the removal of costs incurred related to the spin-off and the establishment of Park as a separate public company and the estimated excise taxes on certain REIT leases.  Further adjustments have been made to reflect the effects of hotels disposed of or acquired during the periods presented. When presenting such information, the amounts are identified as “Pro-forma.”

About Park

On January 3, 2017, Hilton Worldwide Holdings Inc. completed the spin-off of a portfolio of hotels and resorts that established Park as an independent, publicly traded company. Park began publicly trading on the New York Stock Exchange as an independent company on January 4, 2017. Park is a leading lodging REIT with a diverse portfolio of hotels and resorts with significant underlying real estate value. Park’s portfolio consists of 67 premium-branded hotels and resorts with over 35,000 rooms located in prime United States and international markets with high barriers to entry.

PARK HOTELS & RESORTS INC.

CONDENSED COMBINED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions, except share and per share data)

	March 31,	December 31,
	2017	2016
ASSETS
Property and equipment, net	$                      8,516	$                      8,541
Investments in affiliates	82	81
Goodwill	604	604
Intangibles, net	43	44
Cash and cash equivalents	318	337
Restricted cash	18	13
Accounts receivable, net	180	130
Prepaid expenses	51	58
Other assets	28	26
TOTAL ASSETS	$                      9,840	$                      9,834
LIABILITIES AND EQUITY
Liabilities
Debt	$                      3,012	$                      3,012
Accounts payable and accrued expenses	174	167
Due to hotel manager	125	91
Due to Hilton Grand Vacations	210	210
Deferred income tax liabilities	146	2,437
Other liabilities	202	94
Total liabilities	3,869	6,011
Equity
Common stock, par value $0.01 per share, 6,000,000,000 shares authorized,    214,767,295 shares issued and outstanding as of March 31, 2017	2
Additional paid-in capital	3,820	—
Retained earnings	2,258	—
Accumulated other comprehensive loss	(60)	(67)
Net Parent investment	—	3,939
Total stockholders' equity	6,020	3,872
Noncontrolling interests	(49)	(49)
Total equity	5,971	3,823
TOTAL LIABILITIES AND EQUITY	$                      9,840	$                      9,834

PARK HOTELS & RESORTS INC.

CONDENSED COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in millions, except per share data)

	Three Months Ended
	March 31,
	2017	2016
Revenues
Rooms	$                         432	$                         429
Food and beverage	192	180
Other	60	52
Total revenues	684	661
Operating expenses
Rooms	114	114
Food and beverage	131	127
Other departmental and support	177	165
Other property-level	46	45
Management and franchise fees	34	26
Impairment loss	—	15
Depreciation and amortization	70	73
Corporate and other	18	16
Total expenses	590	581
Operating income	94	80
Interest expense	(30)	(46)
Equity in earnings from investments in affiliates	4	3
Gain on foreign currency transactions	1	—
Income before income taxes	69	37
Income tax benefit (expense)	2,281	(14)
Net income	2,350	23
Net income attributable to noncontrolling interests	—	(1)
Net income attributable to stockholders	$                      2,350	$                           22
Earnings per share:
Earnings per share - Basic	$                      11.65	$                        0.11
Earnings per share - Diluted	$                      11.02	$                        0.11
Weighted average shares outstanding - Basic	202	198
Weighted average shares outstanding - Diluted	213	198
Dividends declared per common share	$                        0.43	$                          —

PARK HOTELS & RESORTS INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATIONS

EBITDA, ADJUSTED EBITDA AND PRO-FORMA ADJUSTED EBITDA

(unaudited, in millions)

	Three Months Ended
	March 31,
	2017	2016
Net income	$                      2,350	$                           23
Interest expense	30	46
Income tax (benefit) expense	(2,281)	14
Depreciation and amortization expense	70	73
Interest expense, income tax and depreciation and amortization     included in equity in earnings from investments in affiliates	5	6
EBITDA	174	162
Gain on foreign currency transactions	(1)	—
Share based compensation expense	3	—
Impairment loss	—	15
Transition costs	1	—
Other adjustment items	—	3
Adjusted EBITDA	177	180
Less: Spin-off adjustments(1)	—	(10)
Pro-forma Adjusted EBITDA	$                         177	$                         170

⁽¹⁾ Spin-off adjustments include adjustments for incremental fees based on the terms of the post spin-off management agreements and estimated non-income taxes on certain REIT leases.

PARK HOTELS & RESORTS INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATIONS

PRO-FORMA COMPARABLE HOTEL ADJUSTED EBITDA AND PRO-FORMA COMPARABLE HOTEL ADJUSTED EBITDA MARGIN

(unaudited, dollars in millions)

	Three Months Ended
	March 31,
	2017	2016
Pro-forma Adjusted EBITDA	$                         177	$                         170
Less: Adjusted EBITDA from investments in affiliates	9	9
Less: All other(1)	(11)	(11)
Pro-forma Hotel Adjusted EBITDA	179	172
Less: Non-comparable hotels	14	11
Pro-forma Comparable Hotel Adjusted EBITDA	$                         165	$                         161
(1) Includes EBITDA from Park's laundry business and general and administrative expenses.
	Three Months Ended
	March 31,
	2017	2016
Total Revenue	$                         684	$                         661
Less: Revenue from hotels disposed of	—	3
Less: Revenue from laundry facilities	3	3
Pro-forma Hotel Revenue	681	655
Add: Spin-off adjustments(1)	—	5
Less: Non-comparable hotels	45	42
Pro-forma Comparable Hotel Revenue	$                         636	$                         618
(1) Includes $5 million of allocated costs previously excluded from other hotel revenue for services provided to Hilton Grand Vacations ("HGV") at Hilton     Hawaiian Village Beach Resort. In connection with the spin-off, Park entered into a services agreement with HGV.
	Three Months Ended
	March 31,
	2017	2016
Pro-forma Comparable Hotel Revenue	$                         636	$                         618
Pro-forma Comparable Hotel Adjusted EBITDA	$                         165	$                         161
Pro-forma Comparable Hotel Adjusted EBITDA margin	25.9%	26.0%

PARK HOTELS & RESORTS INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATIONS

NAREIT FFO, ADJUSTED FFO AND PRO-FORMA ADJUSTED FFO

(unaudited, in millions, except per share data)

	Three Months Ended
	March 31,
	2017	2016
Net income attributable to stockholders	$                      2,350	$                           22
Depreciation and amortization expense	70	73
Depreciation and amortization expense attributable to noncontrolling interests	(1)	(1)
Impairment loss	—	15
Equity investment adjustments:
Equity in earnings from investments in affiliates	(4)	(3)
Pro rata FFO of equity investments	8	7
NAREIT FFO attributable to stockholders	2,423	113
Gain on foreign currency transactions	(1)	—
Transition costs	1	—
Share-based compensation expense	3	—
Income tax adjustment(1)	(2,288)	—
Adjusted FFO attributable to stockholders	138	113
Less: Spin-off adjustments(2)	—	15
Pro-forma Adjusted FFO attributable to stockholders	$                         138	$                         128
NAREIT FFO per share - Diluted(3)	$                      11.36	$                        0.57
Adjusted FFO per share - Diluted(3)(4)	$                        0.64	$                        0.65
Weighted average shares outstanding - Diluted	213	198

⁽¹⁾ Represents the derecognition of deferred tax liabilities upon Park’s declaration of intent to be taxed as a REIT.

⁽²⁾ Spin-off adjustments include adjustments for Park’s historical debt and related balances and interest expense to give the net effect to financing transactions that were completed prior to spin-off, incremental fees based on the terms of the post spin-off management agreements, adjustments to income tax expense based on Park’s post spin-off REIT tax structure and estimated non-income taxes on certain REIT leases.

⁽³⁾ For 2016, per share amounts were calculated using the number of shares of common stock outstanding upon the completion of the spin-off. Per share amounts are calculated based on unrounded numbers.

⁽⁴⁾ For 2016, amounts are calculated on a Pro-forma basis.

PARK HOTELS & RESORTS INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATIONS

2017 OUTLOOK – EBITDA AND ADJUSTED EBITDA

(unaudited, in millions)

	Year Ending
	December 31, 2017
	Low Case	High Case
Net income(1)	$                         250	$                         277
Interest income	(2)	(2)
Interest expense	125	125
Income tax expense(1)	26	28
Depreciation and amortization expense	292	293
Interest expense, income tax and depreciation and amortization     included in equity in earnings from investments in affiliates	22	22
EBITDA	713	743
Gain on foreign currency transactions	(1)	(1)
Share-based compensation expense	12	12
Transition costs	11	11
Adjusted EBITDA	$                         735	$                         765

⁽¹⁾ Excludes an income tax benefit of $2,288 million in the first quarter of 2017 resulting from the derecognition of deferred tax liabilities upon Park’s declaration of intent to be taxed as a REIT.

PARK HOTELS & RESORTS INC.

NON-GAAP FINANCIAL MEASURES RECONCILIATIONS

2017 OUTLOOK – NAREIT FFO ATTRIBUTABLE TO STOCKHOLDERS AND

ADJUSTED FFO ATTRIBUTABLE TO STOCKHOLDERS

(unaudited, in millions except per share amounts)

	Year Ending
	December 31, 2017
	Low Case	High Case
Net income attributable to stockholders(1)	$                         245	$                         272
Depreciation and amortization expense	288	288
Equity investment adjustments:
Equity in earnings from investments in affiliates	(22)	(22)
Pro rata FFO of equity investments	35	35
NAREIT FFO attributable to stockholders(1)	546	573
Gain on foreign currency transactions	(1)	(1)
Transition costs	11	11
Share-based compensation expense	12	12
Adjusted FFO attributable to stockholders(1)	$                         568	$                         595
Adjusted FFO attributable to stockholders per diluted share(1)	$                        2.65	$                        2.77
Weighted average diluted shares outstanding	214.5	214.5

⁽¹⁾     Excludes an income tax benefit of $2,288 million in the first quarter of 2017 resulting from the derecognition of deferred tax liabilities upon Park’s declaration of intent to be taxed as a REIT.

PARK HOTELS & RESORTS INC.

DEFINITIONS

EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA Margin

Earnings before interest expense, taxes and depreciation and amortization (“EBITDA”), presented herein, reflects net income (loss), excluding interest expense, a provision for income taxes and depreciation and amortization. The Company considers EBITDA to be a useful measure for investors in evaluating and facilitating comparisons of its operating performance between periods and between REITs by removing the impact of the Company’s capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from its operating results.

Adjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, further adjusted to exclude gains, losses and expenses in connection with: (i) foreign currency transactions; (ii) share-based compensation; (iii) non-cash impairment losses; (iv) transition costs related to the Company’s establishment as an independent, publicly traded company; (v) asset dispositions for both consolidated and unconsolidated investments; (vi) debt restructurings/retirements; (vii) severance and relocation; and (viii) other gains and losses that management believes are not representative of the Company’s current or future operating performance.

Hotel Adjusted EBITDA measures property-level results before debt service, depreciation and corporate expenses of the Company’s consolidated hotels, including both comparable and non-comparable hotels but excluding hotels owned by unconsolidated affiliates, and is a key measure of the Company’s profitability. The Company presents Hotel Adjusted EBITDA to help the Company and its investors evaluate the ongoing operating performance of the Company’s consolidated hotels.

Hotel Adjusted EBITDA margin, is calculated as Hotel Adjusted EBITDA as a percentage of Total Hotel Revenue.

EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin are not recognized terms under United States (“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, the Company’s definitions of EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies.

The Company believes that EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin provide useful information to investors about the Company and its financial condition and results of operations for the following reasons: (i) EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin are among the measures used by the Company’s management team to evaluate its operating performance and make day-to-day operating decisions; and (ii) EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin 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 the industry.

EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss) or other methods of analyzing the Company’s operating performance and results as reported under U.S. GAAP.

NAREIT FFO attributable to stockholders, Adjusted FFO attributable to stockholders NAREIT FFO per share - diluted and Adjusted FFO per share - diluted

NAREIT FFO attributable to stockholders, presented herein, is calculated as net income (loss) attributable to stockholders (calculated in accordance with U.S. GAAP), excluding gains (losses) from sales of real estate, the cumulative effect of changes in accounting principles, real estate-related depreciation, amortization and impairments and adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect the Company’s pro rata share of the FFO of those entities on the same basis. The Company calculates NAREIT FFO attributable to stockholders for a given operating

period in accordance with the guidelines of the National Association of Real Estate Investment Trusts (“NAREIT”). As noted by NAREIT in its April 2002 “White Paper on Funds From Operations,” since real estate values historically have risen or fallen with market conditions, many industry investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For these reasons, NAREIT adopted the FFO metric in order to promote an industry-wide measure of REIT operating performance.

Adjusted FFO attributable to stockholders, presented herein, is NAREIT FFO attributable to stockholders, as previously defined, further adjusted to exclude: (i) gains or losses on foreign currency transactions; (ii) litigation gains and losses outside the ordinary course of business; (iii) transition costs related to the Company’s establishment as an independent, publicly traded company; (iv) share-based compensation expense; and (v) other gains and losses that management believes are not representative of the Company’s current or future operating performance.

NAREIT FFO attributable to stockholders and Adjusted FFO attributable to stockholders 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, the Company’s definitions of NAREIT FFO attributable to stockholders and Adjusted FFO attributable to stockholders may not be comparable to similarly titled measures of other companies.

The Company believes that NAREIT FFO attributable to stockholders and Adjusted FFO attributable to stockholders, provide useful information to investors about the Company and its financial condition and results of operations for the following reasons: (i) these measures are among the measures used by the Company’s management team to evaluate its operating performance and make day-to-day operating decisions; and (ii) these measures 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 the industry.

NAREIT FFO attributable to stockholders and Adjusted FFO attributable to stockholders  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 results as reported under U.S. GAAP.

NAREIT FFO per share – diluted, presented herein, is calculated as the Company’s NAREIT FFO, as previously defined,  divided by the number of fully diluted shares outstanding during a period.

Adjusted FFO per share – diluted, presented herein, is Adjusted FFO per share, as previously defined, divided by the number of fully diluted shares outstanding during a period.

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 the Company’s 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 management determine achievable Average Daily Rate (“ADR”) levels as demand for rooms increases or decreases.

Average Daily Rate

ADR represents rooms 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 hotel industry, and management uses ADR to assess pricing levels that the Company is able to generate by type of customer, as changes in rates have a more pronounced effect on overall revenues and incremental profitability than changes in occupancy, as described above.

Revenue per Available Room

Revenue per Available Room (“RevPAR”) represents rooms revenue divided by total number of room nights available to guests for a given period. Management considers RevPAR to be a meaningful indicator of the Company’s performance as it provides a metric correlated to two primary and key factors of operations at a hotel or group of hotels: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods for comparable hotels.

References to RevPAR and ADR are presented on a currency neutral basis (prior periods are reflected using current period exchange rates), unless otherwise noted.

Comparable Data

The Company presents certain data for its hotels on a comparable hotel basis as supplemental information for investors. The Company defines its comparable hotels as those that: (i) were active and operating in its system since January 1st of the previous year; and (ii) have not sustained substantial property damage, business interruption, undergone large-scale capital projects or for which comparable results are not available. The Company presents comparable hotel results to help the Company and its investors evaluate the ongoing operating performance of its comparable hotels. Due to the conversion, or planned conversions, of a significant number of rooms at the Hilton Waikoloa Village in 2017 and Embassy Suites Washington D.C. Georgetown in 2016 to HGV timeshare units, the results from these properties were excluded from comparable hotels.

EX-99.2

Waldorf Astoria Orlando Park Hotels & Resorts at NYSE Hilton Hawaiian Village Waikiki Beach Resort MARCH 31, 2017 First Quarter 2017 Supplemental Data Exhibit 99.2

About Park Hotels & Resorts Inc. and Safe Harbor Disclosure About Park Hotels & Resorts Inc. Park (NYSE: PK) is a leading lodging real estate company with a diverse portfolio of market-leading hotels and resorts with significant underlying real estate value. Park’s portfolio consists of 67 premium-branded hotels and resorts with over 35,000 rooms located in prime U.S. and international markets with high barriers to entry. Over 85% of Park’s rooms are luxury and upper upscale and nearly 90% are located in the United States. Park is focused on driving premium long-term total returns by continuing to enhance the value of its existing hotels and utilizing its scale to efficiently allocate capital to drive growth while maintaining a strong and flexible balance sheet. Visit www.pkhotelsandresorts.com for more information. Forward-Looking Statements 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. Forward-looking statements include, but are not limited to, statements related to Park’s current expectations regarding the performance of its business, financial results, liquidity and capital resources, the effects of competition and the effects of future legislation or regulations and other non-historical statements. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements in this presentation. Additional factors that could cause Park’s results to differ materially from those described in the forward-looking statements can be found under the sections entitled “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (or similar captions) in Park’s Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC, as such factors may be updated from time to time in Park’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date on which they are made and Park undertakes no obligation to update or revise publicly any guidance or other forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. Supplemental Financial Information Park refers to certain non-generally accepted accounting principles (“GAAP”) financial measures in this presentation, including Funds from Operations (“FFO”) calculated in accordance with the guidelines of the National Association of Real Estate Investment Trusts (“NAREIT”), Adjusted FFO, FFO per share, Adjusted FFO per share, Earnings before interest expense, taxes and depreciation and amortization (“EBITDA”), Adjusted EBITDA, Hotel Adjusted EBITDA, Hotel Adjusted EBITDA margin, Net debt and Net debt to Adjusted EBITDA ratio. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income (loss) as a measure of its operating performance. Please see the schedules included in this presentation including the “Definitions” section for additional information and reconciliations of such non-GAAP financial measures.

Financial Statements Non-GAAP Financial Measures Guidance Portfolio and Operating Metrics Debt Summary Definitions Table of Contents 4 7 14 19 26 28 New York Hilton Midtown Hilton Waikoloa Village Waldorf Astoria Orlando

Financial Statements Casa Marina, A Waldorf Astoria Resort Hilton Chicago Parc 55 San Francisco – a Hilton Hotel

Financial Statements Condensed Combined Consolidated Balance Sheets Financial Statements Condensed Combined Consolidated Balance Sheets (unaudited, in millions, except share and per share data) March 31, 2017 December 31, 2016 ASSETS Property and equipment, net $8,516 $8,541 Investments in affiliates 82 81 Goodwill 604 604 Intangibles, net 43 44 Cash and cash equivalents 318 337 Restricted cash 18 13 Accounts receivable, net 180 130 Prepaid expenses 51 58 Other assets 28 26 TOTAL ASSETS $9,840 $9,834 LIABILITIES AND EQUITY Liabilities Debt $3,012 $3,012 Accounts payable and accrued expenses 174 167 Due to hotel manager 125 91 Due to Hilton Grand Vacations 210 210 Deferred income tax liabilities 146 2,437 Other liabilities 202 94 Total liabilities 3,869 6,011 Stockholders' Equity Common stock, par value $0.01 per share, 6,000,000,000 shares authorized, 214,767,295 shares issued and outstanding as of March 31, 2017 2 Additional paid-in capital 3,820 0 Retained earnings 2,258 0 Accumulated other comprehensive loss -60 -67 Net Parent investment 0 3,939 Total stockholders' equity 6,020 3,872 Noncontrolling interests -49 -49 Total equity 5,971 3,823 TOTAL LIABILITIES AND EQUITY $9,840 $9,834 Check Balance Sheet: Total Assets per Financial Tables workbook 9,840 9,834 Difference 0 0 Total Liabilities and Equity per Financial Tables workbook 9,840 9,834 Difference 0 0 Earnings Release: Total Assets per Earnings Release Tables workbook 9,840 9,834 Difference 0 0 Total Liabilities and Equity per Earnings Release Tables workbook 9,840 9,834 Difference 0 0

Financial Statements Condensed Combined Consolidated Statements of Operations Three Months Ended (unaudited, in millions, except per share data)    March 31, 2017 2016 Revenues Rooms $432 $429 Food and beverage 192 180 Other 60 52 Total revenues 684 661 Operating expenses Rooms 114 114 Food and beverage 131 127 Other departmental and support 177 165 Other property-level 46 45 Management and franchise fees 34 26 Impairment loss 0 15 Depreciation and amortization 70 73 Corporate and other 18 16 Total expenses 590 581 Operating income 94 80 Interest expense -30 -46 Equity in earnings from investments in affiliates 4 3 Gain on foreign currency transactions 1 0 hidden row Income before income taxes 69 37 Income tax benefit (expense) 2,281 -14 Net income 2,350 23 Net income attributable to noncontrolling interests 0 -1 Net income attributable to stockholders $2,350 $22 Earnings per share: Earnings per share - Basic $11.65 $0.11 Earnings per share - Diluted $11.02 $0.11 Weighted average shares outstanding - Basic 202 198 Weighted average shares outstanding - Diluted 213 198 Dividends declared per common share $0.43 $0 Check Net Income per Financial Tables workbook 2,350 23 Difference 0 0 Earnings Release: Net Income per Earnings Release Tables workbook 2,350 23 Difference 0 0

Non-GAAP Financial Measures Juniper Hotel Cupertino, Curio Collection Caribe Hilton DoubleTree Hotel Washington DC – Crystal City

Non-GAAP Financial Measures EBITDA, Adjusted EBITDA and Pro-forma Adjusted EBITDA (1) Spin-off Adjustments include adjustments for incremental fees based on the terms of the post spin-off management agreements and estimated non-income taxes on certain REIT leases. Three Months Ended (unaudited, in millions)    March 31, 2017 2016 Net income $2,350 $23 Interest expense 30 46 Income tax (benefit) expense -2,281 14 Depreciation and amortization expense 70 73 Interest expense, income tax and depreciation and amortization included in equity in earnings from investments in affiliates 5 6 EBITDA 174 162 Gain on foreign currency transactions -1 0 Share-based compensation expense 3 0 Impairment loss 0 15 Transition costs 1 0 Other adjustment items 0 3 Adjusted EBITDA 177 180 Less: Spin-off adjustments(1) 0 -10 Pro-forma Adjusted EBITDA $177 $170 Check MDA: Adjusted EBITDA per MDA Tables workbook 177 180 Difference 0 0 Earnings Release: Adjusted EBITDA per Earnings Release Tables workbook 177 180 Difference 0 0 Proforma Adjusted EBITDA per Earnings Release Tables workbook 177 170 Difference 0 0

Non-GAAP Financial Measures (cont’d) Pro-forma Comparable Hotel Adjusted EBITDA and Pro-forma Comparable Hotel Adjusted EBITDA Margin Three Months Ended (unaudited, dollars in millions)    March 31, 2017 2016 Pro-forma Adjusted EBITDA $177 $170 Less: Adjusted EBITDA from investments in affiliates 9 9 Less: All other(1) -11 -11 Pro-forma Hotel Adjusted EBITDA 179 172 Less: Non-comparable hotels 14 11 Pro-forma Comparable Hotel Adjusted EBITDA $165 $161 (1) Includes EBITDA from Park's laundry business and general and administrative expenses. Three Months Ended    March 31, 2017 2016 Total Revenue $684 $661 Less: Revenue from hotels disposed of 0 3 Less: Revenue from laundry facilities 3 3 Pro-forma Hotel Revenue 681 655 Add: Spin-off adjustments(1) 0 5 Less: Non-comparable hotels 45 42 Pro-forma Comparable Hotel Revenue $636 $618 (1) Includes $5 million of allocated costs previously excluded from other hotel revenue for services provided to Hilton Grand Vacations ("HGV") at Hilton Hawaiian Village Beach Resort. In connection with the spin-off, Park entered into a services agreement with HGV. Three Months Ended Three Months Ended March 31, 2017 2016 Pro-forma Comparable Hotel Revenue $636 $618 Pro-forma Comparable Hotel Adjusted EBITDA $165 $161 Pro-forma Comparable Hotel Adjusted EBITDA margin 0.25943396226415094 0.25951779935275082 rounded

Non-GAAP Financial Measures (cont’d) NAREIT FFO, Adjusted FFO, Pro-forma Adjusted FFO (1)Represents derecognition of deferred tax liabilities upon Park’s declaration of intent to be taxed as a REIT. (2) Spin-off Adjustments include adjustments for Park’s historical debt and related balances and interest expense to give the net effect to financing transactions that were completed prior to spin-off, incremental fees based on the terms of the post spin-off management agreements, adjustments to income tax expense based on Park’s post spin-off REIT tax structure and estimated non-income taxes on certain REIT leases. (3)For 2016, per share amounts were calculated using the number of shares common stock outstanding upon the completion of the spin-off. Per share amounts are calculated based on unrounded numbers. (4)For 2016, amounts are calculated on a Pro-forma basis. Three Months Ended (unaudited, in millions, except per share data)    March 31, 2017 2016 Net income attributable to stockholders $2,350 $22 Depreciation and amortization expense 70 73 Depreciation and amortization expense attributable to noncontrolling interests -1 -1 Impairment loss 0 15 Equity investment adjustments: Equity in earnings from investments in affiliates -4 -3 Pro rata FFO of equity investments 8 7 NAREIT FFO attributable to stockholders 2,423 113 Gain on foreign currency transactions -1 0 hidden row Transition costs 1 0 Share-based compensation expense 3 0 Income tax adjustment(1) -2,288 0 Adjusted FFO attributable to stockholders 138 113 Less: Spin-off adjustments(2) 0 15 Pro-forma Adjusted FFO attributable to stockholders $138 $128 NAREIT FFO per share - Diluted(3) $11.36 $0.56999999999999995 Adjusted FFO per share - Diluted(3)(4) $0.64 $0.65 Weighted average shares outstanding - Diluted 213 198 Check MDA: Adjusted FFO per MDA Tables workbook 138 113 Difference 0 0 Earnings Release: Proforma Adjusted FFO per MDA Tables workbook 138 128 Difference 0 0

General and Administrative Expenses Non-GAAP Financial Measures (cont’d) (unaudited, in millions) Three Months Ended    March 31, 2017 2016 Corporate and other expenses $18 $16 Less: Laundry expenses 4 3 Share-based compensation expense 3 0 Transition costs 1 0 Other adjustment items 0 2 G&A, excluding laundry, share-based compensation, transition costs, and other adjustment items $10 $11

Non-GAAP Financial Measures (cont’d) Net Debt and Net Debt to Pro-forma Adjusted EBITDA Ratio (1) Trailing twelve months (“TTM”) data is presented for Pro-forma Adjusted EBITDA at March 31, 2017 (see slide 13). (unaudited, in millions) March 31, 2017 December 31, 2016 Include for Q1? Debt $3,012 $3,012 Add: unamortized deferred financing costs 14 14 Long-term debt, including current maturities and excluding unamortized deferred financing costs 3,026 3,026 ` Add: Park's share of unconsolidated affiliates debt, excluding unamortized deferred financing costs 215 214 Less: cash and cash equivalents -,318 -,337 Less: restricted cash and cash equivalents -18 -13 Debt, net $2,905 $2,890 Pro-forma Adjusted EBITDA(1) $763 $756 Net debt to pro-forma Adjusted EBITDA ratio 3.8x 3.8x

Non-GAAP Financial Measures (cont’d) TTM Pro-forma Adjusted EBITDA (1) TTM March 31, 2017 is calculated as the three months ended March 31, 2017 plus the year ended December 31, 2016 less the three months ended March 31, 2016. (2) Spin-off Adjustments include adjustments for incremental fees based on the terms of the post spin-off management agreements and estimated non-income taxes on certain REIT leases. Three Months Ended Year Ended TTM(1) (unaudited, in millions)    March 31, December 31, March 31, 2017 2016 2016 2017 Net income $2,350 $23 $139 $2,466 Interest income 0 0 -2 -2 Interest expense 30 46 181 165 Income tax (benefit) expense -2,281 14 82 -2,213 Depreciation and amortization expense 70 73 300 297 Interest expense, income tax and depreciation and amortization included in equity in earnings from investments in affiliates 5 6 24 23 EBITDA 174 162 724 736 Gain on sales of assets, net 0 0 -1 -1 Gain on foreign currency transactions -1 0 -3 -4 Share-based compensation expense 3 0 0 3 Impairment loss 0 15 15 0 Impairment loss included in equity in earnings from investments in affiliates 0 0 17 17 Other loss, net 0 0 25 25 Transition costs 1 0 26 27 Other adjustment items 0 3 11 8 12/31/16 includes $3M FFE reserve, $6M of BU G&A, $2M equity compensation related costs from Hilton. 3/31/16 includes $2M of allocated G&A and $1M FFE reserve Adjusted EBITDA 177 180 814 811 Less: Adjusted EBITDA from hotels disposed of 0 0 -1 -1 Less: Spin-off adjustments(2) 0 -10 -57 -47 Pro-forma Adjusted EBITDA $177 $170 $756 $763 Check MDA: Adjusted EBITDA per MDA Tables workbook 177 180 Difference 0 0 Earnings Release: Adjusted EBITDA per Earnings Release Tables workbook 177 180 Difference 0 0 Proforma Adjusted EBITDA per Earnings Release Tables workbook 177 170 Difference 0 0

Guidance Hilton San Francisco Union Square Hilton Waikoloa Village Hilton Chicago

Guidance 2017 Updated Guidance (1) Excludes unconsolidated joint ventures. (2) Excludes Hilton Waikoloa Village and Embassy Suites Washington DC Georgetown. (3)Excludes an income tax benefit of $2,288 million in the first quarter of 2017 resulting from the derecognition of deferred tax liabilities upon Park’s declaration of intent to be taxed as a REIT. (4) General and administrative expenses excludes $12 million of non-cash share-based compensation expense and $11 million of transition costs. (unaudited, in millions, except per share data) Metric Low High Comparable RevPAR Growth(1)(2) 0.0% 0.02 Comparable Hotel Adjusted EBITDA margin change(1)(2) -80 bps 0 bps Net income(3) $250 $277 Net income attributable to stockholders(3) $245 $272 Diluted earnings per share(3) $1.1399999999999999 $1.27 Adjusted EBITDA $735 $765 Adjusted FFO attributable to stockholders per diluted share(3) $2.65 $2.77 Corporate G&A(4) $45 $45 Weighted average diluted shares outstanding 214.5 214.5

Guidance (cont’d) EBITDA (1)Excludes an income tax benefit of $2,288 million in the first quarter of 2017 resulting from the derecognition of deferred tax liabilities upon Park’s declaration of intent to be taxed as a REIT. Year Ending (unaudited, in millions) December 31, 2017 Low Case High Case Net income(1) $250 $277 Interest income -2 -2 Interest expense 125 125 Income tax expense(1) 26 28 Depreciation and amortization expense 292 293 Interest expense, income tax and depreciation and amortization included in equity in earnings from investments in affiliates 22 22 EBITDA 713 743 Gain on foreign currency transactions -1 -1 Share-based compensation expense 12 12 Transition costs 11 11 Adjusted EBITDA $735 $765

Guidance (cont’d) FFO (1)Excludes an income tax benefit of $2,288 million in the first quarter of 2017 resulting from the derecognition of deferred tax liabilities upon Park’s declaration of intent to be taxed as a REIT. Year Ending (unaudited, in millions except per share data) December 31, 2017 Low Case High Case Net income attributable to stockholders(1) $245 $272 Depreciation and amortization expense 288 288 Equity investment adjustments: Equity in earnings from investments in affiliates -22 -22 Pro rata FFO of equity investments 35 35 NAREIT FFO attributable to stockholders(1) 546 573 Gain on foreign currency transactions -1 -1 Transition costs 11 11 Share-based compensation expense 12 12 Adjusted FFO attributable to stockholders(1) $568 $595 Adjusted FFO per share - Diluted(1) $2.6480186480186481 $2.7738927738927739 Weighted average diluted shares outstanding 214.5 214.5

Guidance (cont’d) Reconciliation to March 2, 2017 Guidance (1)Relates to a decline in the estimate of dilutive weighted average shares outstanding, offset by additional FFO allocable to noncontrolling interests and Park’s share of income tax expense from foreign unconsolidated joint ventures. Year Ending (unaudited) December 31, 2017 Low Case High Case March 2, 2017 Guidance: Adjusted FFO per share - Diluted $2.65 $2.81 Adjustments: Adjusted EBITDA 0.05 0 Effective tax rate -0.04 -0.03 Other adjustments(1) -0.01 -0.01 Revised Guidance: Adjusted FFO per share - Diluted $2.65 $2.7700000000000005

Portfolio and Operating Metrics New York Hilton Midtown Conrad Dublin Hilton New Orleans Riverside

Portfolio and Operating Metrics Hotel Portfolio (1) Single $725 CMBS loan secured by Hilton San Francisco Union Square and Parc 55 Hotel San Francisco. Consolidated Domestic Portfolio Hotel Name Rooms Market Meeting Space Ownership Equity Ownership Debt(in millions)  Hilton Hawaiian Village Waikiki Beach Resort 2860 Hawaii 150000 Fee Simple 1 $1,275  New York Hilton Midtown 1929 New York 150000 Fee Simple 1 0  Hilton San Francisco Union Square 1919 Northern CA 136000 Fee Simple 1 $725 (1)  Hilton New Orleans Riverside 1622 New Orleans 130000 Fee Simple 1 0  Hilton Chicago 1544 Chicago 234000 Fee Simple 1 0  Hilton Waikoloa Village 1244 Hawaii 235000 Fee Simple 1 0  Parc 55 San Francisco - a Hilton Hotel 1024 Northern CA 32000 Fee Simple 1 0 (1)  Hilton Orlando Bonnet Creek 1009 Florida 132000 Fee Simple 1 0  Hilton Chicago O’Hare Airport 860 Chicago 37000 Leasehold 1 0  DoubleTree Hotel Seattle Airport 850 Other U.S. 34000 Leasehold 1 0  Hilton Orlando Lake Buena Vista 814 Florida 78000 Leasehold 1 0  Caribe Hilton 748 Other U.S. 130000 Fee Simple 1 0 DoubleTree Hotel Washington DC – Crystal City 627 Washington, D.C. 30000 Fee Simple 1 0  Hilton Boston Logan Airport 599 Other U.S. 30000 Leasehold 1 0  Pointe Hilton Squaw Peak Resort 563 Other U.S. 53000 Fee Simple 1 0  Hilton Miami Airport 508 Florida 32000 Fee Simple 1 0  Hilton Atlanta Airport 507 Other U.S. 34000 Fee Simple 1 0  DoubleTree Hotel San Jose 505 Northern CA 48000 Fee Simple 1 0  Hilton Salt Lake City Center 499 Other U.S. 24000 Leasehold 1 0  Waldorf Astoria Orlando 502 Florida 42000 Fee Simple 1 0  DoubleTree Hotel Ontario Airport 482 Southern CA 27000 Fee Simple 0.67 $30  Hilton McLean Tysons Corner 458 Washington, D.C. 27000 Fee Simple 1 0  Hilton Seattle Airport & Conference Center 396 Other U.S. 40000 Leasehold 1 $12 DoubleTree Hotel Spokane City Center 375 Other U.S. 21000 Fee Simple 0.1 0 The Fess Parker Santa Barbara Hotel - a DoubleTree Resort 360 Southern CA 40000 Fee Simple 0.5 $165  Hilton Oakland Airport 360 Northern CA 16000 Leasehold 1 0  Hilton New Orleans Airport 317 New Orleans 21000 Fee Simple 1 0 Casa Marina, A Waldorf Astoria Resort 311 Florida 11000 Fee Simple 1 0  Hilton Short Hills 304 Other U.S. 16000 Fee Simple 1 0  DoubleTree Hotel San Diego – Mission Valley 300 Southern CA 24000 Leasehold 1 0  Embassy Suites Parsippany 274 Other U.S. 12000 Fee Simple 1 0  Embassy Suites Kansas City Plaza 266 Other U.S. 11000 Leasehold 1 0 Embassy Suites Austin Downtown Town Lake 259 Other U.S. 2000 Leasehold 1 0  DoubleTree Hotel Sonoma Wine Country 245 Northern CA 50000 Leasehold 1 0 Embassy Suites Atlanta Perimeter Center 241 Other U.S. 4000 Fee Simple 1 0  Embassy Suites San Rafael Marin County 236 Northern CA 7000 Fee Simple 1 0 Juniper Hotel Cupertino, Curio Collection 224 Northern CA 5000 Fee Simple 1 0  Hilton Chicago/Oak Brook Suites 211 Chicago 3000 Fee Simple 1 0  Embassy Suites Kansas City Overland Park 199 Other U.S. 2000 Fee Simple 1 0 Embassy Suites Washington DC Georgetown 197 Washington, D.C. 3000 Fee Simple 1 0  Embassy Suites Phoenix Airport 182 Other U.S. 5000 Leasehold 1 0 Page Break Consolidated Domestic Portfolio cont'd Hotel Name Rooms Market Meeting Space Ownership Equity Ownership Debt(in millions)  Hilton Garden Inn LAX/El Segundo 162 Southern CA 3000 Fee Simple 1 0  DoubleTree Hotel Durango 159 Other U.S. 6000 Leasehold 1 0  The Reach, A Waldorf Astoria Resort 150 Florida 15000 Fee Simple 1 0  Hampton Inn & Suites Memphis – Shady Grove 130 Other U.S. 1000 Fee Simple 1 0  Hilton Garden Inn Chicago/Oak Brook Terrace 128 Chicago 2000 Fee Simple 1 0 Total Consolidated Domestic Portfolio 27659 2145000 $2,207 Consolidated International Portfolio Hotel Name Rooms Market Meeting Space Ownership Equity Ownership Debt(in millions)  Hilton São Paulo Morumbi 503 International 27000 Fee Simple 1 0  Hilton Durban 327 International 9000 Fee Simple 1 0  Hilton Blackpool 278 International 16000 Fee Simple 1 0  Hilton Rotterdam 254 International 19000 Fee Simple 1 0  Hilton Belfast 198 International 14000 Fee Simple 1 0  Hilton London Angel Islington 188 International 400 Leasehold 1 0  Hilton Edinburgh Grosvenor 184 International 9000 Fee Simple 1 0  Hilton Coylumbridge 175 International 6000 Fee Simple 1 0  Hilton Bath City 173 International 4000 Leasehold 1 0  Hilton Nuremberg Hotel 152 International 12000 Leasehold 1 0  Hilton Milton Keynes 138 International 6000 Fee Simple 1 0  Hilton Sheffield Hotel 128 International 12000 Leasehold 1 0 Total Consolidated International Portfolio 2698 134400 $0 Total Consolidated Portfolio 30357 2279400 $2,207 Unconsolidated Joint Venture Domestic Portfolio Hotel Name Rooms Market Meeting Space Ownership Equity Ownership Pro-Rata Debt(in millions)  Hilton Orlando 1417 Florida 225000 Fee Simple 0.2 $75  Hilton San Diego Bayfront 1190 Southern CA 165000 Leasehold 0.25 $56  Capital Hilton 550 Washington, D.C. 30000 Fee Simple 0.25 $24  Hilton La Jolla Torrey Pines 394 Southern CA 41000 Leasehold 0.25 $24  Embassy Suites Alexandria Old Town 288 Washington, D.C. 7000 Fee Simple 0.5 $26  Embassy Suites Secaucus Meadowlands 261 Other U.S. 1000 Leasehold 0.5 0  DoubleTree Hotel Las Vegas Airport 190 Other U.S. 3000 Fee Simple 0.5 0 Total Unconsolidated Joint Venture Domestic Portfolio 4290 472000 $205 Unconsolidated Joint Venture International Portfolio Hotel Name Rooms Market Meeting Space Ownership Equity Ownership Pro-Rata Debt(in millions)  Hilton Berlin 601 International 14000 Fee Simple 0.4 0  Conrad Dublin 192 International 15000 Fee Simple 0.48 $10 Total Unconsolidated Joint Venture International Portfolio 793 29000 $10 Total Unconsolidated Joint Venture Portfolio 5083 501000 $215 TOTAL PARK HOTELS & RESORTS PORTFOLIO 35440 2780400 $2,422

Portfolio and Operating Metrics (cont’d) Hotel Portfolio Consolidated Domestic Portfolio Hotel Name Rooms Market Meeting Space Ownership Equity Ownership Debt(in millions)  Hilton Hawaiian Village Waikiki Beach Resort 2860 Hawaii 150000 Fee Simple 1 $1,275  New York Hilton Midtown 1929 New York 150000 Fee Simple 1 0  Hilton San Francisco Union Square 1919 Northern CA 136000 Fee Simple 1 $725 (1)  Hilton New Orleans Riverside 1622 New Orleans 130000 Fee Simple 1 0  Hilton Chicago 1544 Chicago 234000 Fee Simple 1 0  Hilton Waikoloa Village 1244 Hawaii 235000 Fee Simple 1 0  Parc 55 San Francisco - a Hilton Hotel 1024 Northern CA 32000 Fee Simple 1 0 (1)  Hilton Orlando Bonnet Creek 1009 Florida 132000 Fee Simple 1 0  Hilton Chicago O’Hare Airport 860 Chicago 37000 Leasehold 1 0  DoubleTree Hotel Seattle Airport 850 Other U.S. 34000 Leasehold 1 0  Hilton Orlando Lake Buena Vista 814 Florida 78000 Leasehold 1 0  Caribe Hilton 748 Other U.S. 130000 Fee Simple 1 0 DoubleTree Hotel Washington DC – Crystal City 627 Washington, D.C. 30000 Fee Simple 1 0  Hilton Boston Logan Airport 599 Other U.S. 30000 Leasehold 1 0  Pointe Hilton Squaw Peak Resort 563 Other U.S. 53000 Fee Simple 1 0  Hilton Miami Airport 508 Florida 32000 Fee Simple 1 0  Hilton Atlanta Airport 507 Other U.S. 34000 Fee Simple 1 0  DoubleTree Hotel San Jose 505 Northern CA 48000 Fee Simple 1 0  Hilton Salt Lake City Center 499 Other U.S. 24000 Leasehold 1 0  Waldorf Astoria Orlando 502 Florida 42000 Fee Simple 1 0  DoubleTree Hotel Ontario Airport 482 Southern CA 27000 Fee Simple 0.67 $30  Hilton McLean Tysons Corner 458 Washington, D.C. 27000 Fee Simple 1 0  Hilton Seattle Airport & Conference Center 396 Other U.S. 40000 Leasehold 1 $12 DoubleTree Hotel Spokane City Center 375 Other U.S. 21000 Fee Simple 0.1 0 The Fess Parker Santa Barbara Hotel - a DoubleTree Resort 360 Southern CA 40000 Fee Simple 0.5 $165  Hilton Oakland Airport 360 Northern CA 16000 Leasehold 1 0  Hilton New Orleans Airport 317 New Orleans 21000 Fee Simple 1 0 Casa Marina, A Waldorf Astoria Resort 311 Florida 11000 Fee Simple 1 0  Hilton Short Hills 304 Other U.S. 16000 Fee Simple 1 0  DoubleTree Hotel San Diego – Mission Valley 300 Southern CA 24000 Leasehold 1 0  Embassy Suites Parsippany 274 Other U.S. 12000 Fee Simple 1 0  Embassy Suites Kansas City Plaza 266 Other U.S. 11000 Leasehold 1 0 Embassy Suites Austin Downtown Town Lake 259 Other U.S. 2000 Leasehold 1 0  DoubleTree Hotel Sonoma Wine Country 245 Northern CA 50000 Leasehold 1 0 Embassy Suites Atlanta Perimeter Center 241 Other U.S. 4000 Fee Simple 1 0  Embassy Suites San Rafael Marin County 236 Northern CA 7000 Fee Simple 1 0 Juniper Hotel Cupertino, Curio Collection 224 Northern CA 5000 Fee Simple 1 0  Hilton Chicago/Oak Brook Suites 211 Chicago 3000 Fee Simple 1 0  Embassy Suites Kansas City Overland Park 199 Other U.S. 2000 Fee Simple 1 0 Embassy Suites Washington DC Georgetown 197 Washington, D.C. 3000 Fee Simple 1 0  Embassy Suites Phoenix Airport 182 Other U.S. 5000 Leasehold 1 0 Page Break Consolidated Domestic Portfolio cont'd Hotel Name Rooms Market Meeting Space Ownership Equity Ownership Debt(in millions)  Hilton Garden Inn LAX/El Segundo 162 Southern CA 3000 Fee Simple 1 0  DoubleTree Hotel Durango 159 Other U.S. 6000 Leasehold 1 0  The Reach, A Waldorf Astoria Resort 150 Florida 15000 Fee Simple 1 0  Hampton Inn & Suites Memphis – Shady Grove 130 Other U.S. 1000 Fee Simple 1 0  Hilton Garden Inn Chicago/Oak Brook Terrace 128 Chicago 2000 Fee Simple 1 0 Total Consolidated Domestic Portfolio 27659 2145000 $2,207 Consolidated International Portfolio Hotel Name Rooms Market Meeting Space Ownership Equity Ownership Debt(in millions)  Hilton São Paulo Morumbi 503 International 27000 Fee Simple 1 0  Hilton Durban 327 International 9000 Fee Simple 1 0  Hilton Blackpool 278 International 16000 Fee Simple 1 0  Hilton Rotterdam 254 International 19000 Fee Simple 1 0  Hilton Belfast 198 International 14000 Fee Simple 1 0  Hilton London Angel Islington 188 International 400 Leasehold 1 0  Hilton Edinburgh Grosvenor 184 International 9000 Fee Simple 1 0  Hilton Coylumbridge 175 International 6000 Fee Simple 1 0  Hilton Bath City 173 International 4000 Leasehold 1 0  Hilton Nuremberg Hotel 152 International 12000 Leasehold 1 0  Hilton Milton Keynes 138 International 6000 Fee Simple 1 0  Hilton Sheffield Hotel 128 International 12000 Leasehold 1 0 Total Consolidated International Portfolio 2698 134400 $0 Total Consolidated Portfolio 30357 2279400 $2,207 Unconsolidated Joint Venture Domestic Portfolio Hotel Name Rooms Market Meeting Space Ownership Equity Ownership Pro-Rata Debt(in millions)  Hilton Orlando 1417 Florida 225000 Fee Simple 0.2 $75  Hilton San Diego Bayfront 1190 Southern CA 165000 Leasehold 0.25 $56  Capital Hilton 550 Washington, D.C. 30000 Fee Simple 0.25 $24  Hilton La Jolla Torrey Pines 394 Southern CA 41000 Leasehold 0.25 $24  Embassy Suites Alexandria Old Town 288 Washington, D.C. 7000 Fee Simple 0.5 $26  Embassy Suites Secaucus Meadowlands 261 Other U.S. 1000 Leasehold 0.5 0  DoubleTree Hotel Las Vegas Airport 190 Other U.S. 3000 Fee Simple 0.5 0 Total Unconsolidated Joint Venture Domestic Portfolio 4290 472000 $205 Unconsolidated Joint Venture International Portfolio Hotel Name Rooms Market Meeting Space Ownership Equity Ownership Pro-Rata Debt(in millions)  Hilton Berlin 601 International 14000 Fee Simple 0.4 0  Conrad Dublin 192 International 15000 Fee Simple 0.48 $10 Total Unconsolidated Joint Venture International Portfolio 793 29000 $10 Total Unconsolidated Joint Venture Portfolio 5083 501000 $215 TOTAL PARK HOTELS & RESORTS PORTFOLIO 35440 2780400 $2,422

Portfolio and Operating Metrics (cont’d) Comparable Hotels By Market and Hotel Type: Q1 2017 vs. Q1 2016 (1) For 2016, amounts are calculated on a Pro-forma basis. (2)Calculated based on unrounded numbers. (3) Excludes unconsolidated joint ventures. (unaudited) Comparable ADR Comparable Occupancy Comparable RevPAR (unaudited, dollars in millions) Comparable Hotel Adjusted EBITDA Comparable Hotel Revenue Comparable Hotel Adjusted EBITDA Margin Hotels Rooms 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) Hotels Rooms 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change New York 1 1929 $240.34 $240.98 -0.26558220599219289 0.77200000000000002 0.748 2.4000000000000021 pts $185.56 $180.31 2.9116521546225942 New York 1 1929 $1 $-1 1.79 $54 $51 0.05 1.2% -1.6 280 bps Washington, D.C. 2 1085 171.94 158.1 8.7539531941809017 72.900000000000006 72.099999999999994 0.80000000000001137 125.42 114 10.017543859649123 Washington, D.C. 2 1085 3 3 32.299999999999997 18 17 4.2 18.899999999999999 14.9 399.99999999999983 Florida 6 3294 247.24 247.85 -0.24611660278393596 85.9 84.5 1.4000000000000057 212.4 209.45 1.4084507042253602 Florida 6 3294 42 43 -1.8 108 108 0.1 38.799999999999997 39.5 -70.000000000000284 New Orleans 2 1939 197.35 193.96 1.7477830480511374 75 74.5 0.5 148.04 144.53 2.4285615443160524 New Orleans 2 1939 18 18 0.7 45 44 0.5 40.299999999999997 40.200000000000003 9.9999999999994316 Chicago 4 2743 143.36000000000001 141.34 1.429177868968452 64 60 4 91.75 84.87 8.1065158477671684 Chicago 4 2743 3 0 928.4 43 36 16.899999999999999 6.6 -0.9 750 Northern California 7 4513 247.54 246.37 0.47489548240450846 79 81.400000000000006 -2.4000000000000057 195.62 200.64 -2.5019936204146642 Northern California 7 4513 30 31 -1.9 110 108 2.2000000000000002 27.2 28.3 -,110.14 Southern California 4 1304 160.12 157.47999999999999 1.676403352806715 81.5 86.7 -5.2000000000000028 130.57 136.6 -4.4143484626647158 Southern California 4 1304 6 7 -13.2 24 25 -3.7 27.3 30.3 -,300 Hawaii 1 2860 253.67 243.37 4.2322389776882865 94 94.2 -0.20000000000000284 238.57 229.28 4.0518143754361446 Hawaii 1 2860 36 33 8.1999999999999993 101 96 6.5 34.5 34 50 Other 17 6551 164.97 159.6 3.3646616541353409 76.8 77.3 -0.6 126.68 123.45 2.6164439044147461 Other 17 6551 22 22 -0.4 104 103 1.5 21.3 21.7 -39.999999999999858 Total Domestic 44 26218 $207.89 $204.31 1.7522392442856364 0.78800000000000003 0.78800000000000003 0.0000000000000000% pts $163.9 $161.08000000000001 1.6506828904891933 rounded Total Domestic 44 26218 $161 $156 3.7999999999999999 $607 $588 3.2000000000000001 0.26500000000000001 0.26300000000000001 20.000000000000018 bps Total International 12 2698 $125.97 $132.04 -4.5970917903665504 0.65800000000000003 0.66300000000000003 -0.50000000000000044 pts $82.93 $87.56 -5.2878026496116892 Total International 12 2698 $4 $5 -0.20499999999999999 $29 $30 -3.7999999999999999 0.14499999999999999 0.17499999999999999 -,300 bps All Markets(3) 56 28916 $201.41 $198.55 1.4404432132963914 0.77600000000000002 0.77700000000000002 -0.10000000000000009 pts $156.34 $154.22999999999999 1.3680866238734447 All Markets(3) 56 28916 $165 $161 2.5000000000000001 $636 $618 2.9000000000000001 0.25900000000000001 0.26 -10.000000000000009 bps (unaudited) Comparable ADR Comparable Occupancy Comparable RevPAR (unaudited, dollars in millions) Comparable Hotel Adjusted EBITDA Comparable Hotel Revenue Comparable Hotel Adjusted EBITDA Margin(1) Hotels Rooms 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) Hotels Rooms 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change Urban 18 12140 $209.76 $209.22 .25810151993116912 0.72799999999999998 0.73299999999999998 -0.50000000000000044 pts $152.63999999999999 $153.28 -0.41753653444677376 Urban 18 12140 $55 $52 6.4000000000000001 $260 $250 4.1000000000000002 0.20899999999999999 0.20499999999999999 40.000000000000036 bps Resort 10 7006 245.29 240.52 1.9832030600365795 85.9 85.9 0 210.75 206.67 1.9741617070692468 Resort 10 7006 79 78 1.5 224 219 2.2000000000000002 35.299999999999997 35.6 -30.000000000000426 Airport 13 6355 156.54 150.78 3.8201352964584103 81 80.599999999999994 0.50000000000000566 126.83 121.47 4.4126121676134025 Airport 13 6355 23 21 9.9 104 100 3.9 22.3 21.1 119.99999999999993 Suburban 15 3415 157.83000000000001 156.43 0.89496899571693767 71.599999999999994 71.099999999999994 0.5 112.97 111.19 1.6008633869952344 Suburban 15 3415 8 10 -16.7 48 49 -2.5 17.100000000000001 20 -,289.99999999999989 All Types(3) 56 28916 $201.41 $198.55 1.4404432132963914 0.77600000000000002 0.77700000000000002 -0.10000000000000009 pts $156.34 $154.22999999999999 1.3680866238734447 All Types(3) 56 28916 $165 $161 2.5000000000000001 $636 $618 2.9000000000000001 0.25900000000000001 0.26 -10.000000000000009 bps ^ rounded 2016 EBITDA margin ^ domestic occupancy rounded to match ER ^ margin is calculated using unrounded numbers ^ DC occupancy change rounded to match ER ^ COMPARABLE HOTEL DATA

Portfolio and Operating Metrics (cont’d) Comparable Hotels By Market and Hotel Type: Q1 2017 vs. Q1 2016 (1) For 2016, amounts are calculated on a Pro-forma basis. (2)Calculated based on unrounded numbers. (3) Excludes unconsolidated joint ventures. (unaudited) Comparable ADR Comparable Occupancy Comparable RevPAR (unaudited, dollars in millions) Comparable Hotel Adjusted EBITDA Comparable Hotel Revenue Comparable Hotel Adjusted EBITDA Margin Hotels Rooms 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) Hotels Rooms 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change New York 1 1929 $240.34 $240.98 -0.26558220599219289 0.77200000000000002 0.748 2.4000000000000021 pts $185.56 $180.31 2.9116521546225942 New York 1 1929 $1 $-1 1.79 $54 $51 0.05 1.2% -1.6 280 bps Washington, D.C. 2 1085 171.94 158.1 8.7539531941809017 72.900000000000006 72.099999999999994 0.80000000000001137 125.42 114 10.017543859649123 Washington, D.C. 2 1085 3 3 32.299999999999997 18 17 4.2 18.899999999999999 14.9 399.99999999999983 Florida 6 3294 247.24 247.85 -0.24611660278393596 85.9 84.5 1.4000000000000057 212.4 209.45 1.4084507042253602 Florida 6 3294 42 43 -1.8 108 108 0.1 38.799999999999997 39.5 -70.000000000000284 New Orleans 2 1939 197.35 193.96 1.7477830480511374 75 74.5 0.5 148.04 144.53 2.4285615443160524 New Orleans 2 1939 18 18 0.7 45 44 0.5 40.299999999999997 40.200000000000003 9.9999999999994316 Chicago 4 2743 143.36000000000001 141.34 1.429177868968452 64 60 4 91.75 84.87 8.1065158477671684 Chicago 4 2743 3 0 928.4 43 36 16.899999999999999 6.6 -0.9 750 Northern California 7 4513 247.54 246.37 0.47489548240450846 79 81.400000000000006 -2.4000000000000057 195.62 200.64 -2.5019936204146642 Northern California 7 4513 30 31 -1.9 110 108 2.2000000000000002 27.2 28.3 -,110.14 Southern California 4 1304 160.12 157.47999999999999 1.676403352806715 81.5 86.7 -5.2000000000000028 130.57 136.6 -4.4143484626647158 Southern California 4 1304 6 7 -13.2 24 25 -3.7 27.3 30.3 -,300 Hawaii 1 2860 253.67 243.37 4.2322389776882865 94 94.2 -0.20000000000000284 238.57 229.28 4.0518143754361446 Hawaii 1 2860 36 33 8.1999999999999993 101 96 6.5 34.5 34 50 Other 17 6551 164.97 159.6 3.3646616541353409 76.8 77.3 -0.6 126.68 123.45 2.6164439044147461 Other 17 6551 22 22 -0.4 104 103 1.5 21.3 21.7 -39.999999999999858 Total Domestic 44 26218 $207.89 $204.31 1.7522392442856364 0.78800000000000003 0.78800000000000003 0.0000000000000000% pts $163.9 $161.08000000000001 1.6506828904891933 rounded Total Domestic 44 26218 $161 $156 3.7999999999999999 $607 $588 3.2000000000000001 0.26500000000000001 0.26300000000000001 20.000000000000018 bps Total International 12 2698 $125.97 $132.04 -4.5970917903665504 0.65800000000000003 0.66300000000000003 -0.50000000000000044 pts $82.93 $87.56 -5.2878026496116892 Total International 12 2698 $4 $5 -0.20499999999999999 $29 $30 -3.7999999999999999 0.14499999999999999 0.17499999999999999 -,300 bps All Markets(3) 56 28916 $201.41 $198.55 1.4404432132963914 0.77600000000000002 0.77700000000000002 -0.10000000000000009 pts $156.34 $154.22999999999999 1.3680866238734447 All Markets(3) 56 28916 $165 $161 2.5000000000000001 $636 $618 2.9000000000000001 0.25900000000000001 0.26 -10.000000000000009 bps (unaudited) Comparable ADR Comparable Occupancy Comparable RevPAR (unaudited, dollars in millions) Comparable Hotel Adjusted EBITDA Comparable Hotel Revenue Comparable Hotel Adjusted EBITDA Margin(1) Hotels Rooms 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) Hotels Rooms 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change Urban 18 12140 $209.76 $209.22 .25810151993116912 0.72799999999999998 0.73299999999999998 -0.50000000000000044 pts $152.63999999999999 $153.28 -0.41753653444677376 Urban 18 12140 $55 $52 6.4000000000000001 $260 $250 4.1000000000000002 0.20899999999999999 0.20499999999999999 40.000000000000036 bps Resort 10 7006 245.29 240.52 1.9832030600365795 85.9 85.9 0 210.75 206.67 1.9741617070692468 Resort 10 7006 79 78 1.5 224 219 2.2000000000000002 35.299999999999997 35.6 -30.000000000000426 Airport 13 6355 156.54 150.78 3.8201352964584103 81 80.599999999999994 0.50000000000000566 126.83 121.47 4.4126121676134025 Airport 13 6355 23 21 9.9 104 100 3.9 22.3 21.1 119.99999999999993 Suburban 15 3415 157.83000000000001 156.43 0.89496899571693767 71.599999999999994 71.099999999999994 0.5 112.97 111.19 1.6008633869952344 Suburban 15 3415 8 10 -16.7 48 49 -2.5 17.100000000000001 20 -,289.99999999999989 All Types(3) 56 28916 $201.41 $198.55 1.4404432132963914 0.77600000000000002 0.77700000000000002 -0.10000000000000009 pts $156.34 $154.22999999999999 1.3680866238734447 All Types(3) 56 28916 $165 $161 2.5000000000000001 $636 $618 2.9000000000000001 0.25900000000000001 0.26 -10.000000000000009 bps ^ rounded 2016 EBITDA margin ^ domestic occupancy rounded to match ER ^ margin is calculated using unrounded numbers ^ DC occupancy change rounded to match ER ^ COMPARABLE HOTEL DATA

Portfolio and Operating Metrics (cont’d) Top 10 Assets: Q1 2017 vs. Q1 2016 (1)For 2016, amounts are calculated on a Pro-forma basis. (2)Calculated based on unrounded numbers. (3)Includes non-comparable hotels and excludes unconsolidated joint ventures. (unaudited) ADR Occupancy RevPAR (unaudited, dollars in millions) Hotel Adjusted EBITDA Hotel Revenue Hotel Adjusted EBITDA Margin 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change Top 10 Hotels Top 10 Hotels 1 Hilton Hawaiian Village Waikiki Beach Resort $253.67 $243.37 4.2322389776882866 0.94 0.94199999999999995 -0.20000000000000018 pts $238.57 $229.28 4.0518143754361448 1 Hilton Hawaiian Village Waikiki Beach Resort $35 $32 8.2000000000000003 $102 $95 6.5000000000000002 0.34499999999999997 0.34 49.999999999999488 bps 2 New York Hilton Midtown 240.34 240.98 -0.2655822059921929 77.2 74.8 2.4000000000000057 185.56 180.31 2.9116521546225944 2 New York Hilton Midtown 1 -1 179 54 51 5 1.2 -1.6 280 3 Hilton San Francisco Union Square 282.61 278.18 1.5924940685886859 75.7 83.5 -7.8999999999999968 213.82 232.31 -7.9591924583530664 3 Hilton San Francisco Union Square 16 17 -3.4 56 55 2.2000000000000002 28.3 29.9 -,159.99999999999977 4 Hilton Waikoloa Village 231.07 247.06 -6.4721120375617298 84.8 77.3 7.5 195.95 190.96 2.6131126937578446 4 Hilton Waikoloa Village 13 13 1.2 40 41 -1.4 31.5 30.7 80.000000000000071 5 Hilton New Orleans Riverside 210.57 205.38 2.5270230791703172 74.3 74.8 -0.5 156.43 153.55000000000001 1.8756105503093423 5 Hilton New Orleans Riverside 17 16 1.4 41 41 0.7 40.9 40.6 29.999999999999716 6 Hilton Chicago 149.19 143.58000000000001 3.9072294191391452 58 51.3 6.7000000000000028 86.55 73.66 17.499321205538966 6 Hilton Chicago 1 -2 142.69999999999999 26 20 31.1 3.9 -12.1 1,600 7 Hilton Orlando Bonnet Creek 207.53 204.42 1.5213775560121388 85.3 79.599999999999994 5.6000000000000032 176.94 162.81 8.6788280818131529 7 Hilton Orlando Bonnet Creek 13 13 3 35 34 2.6 38.5 38.299999999999997 20.000000000000284 8 Parc 55 San Francisco - a Hilton Hotel 272.73 265.08 2.8859212313264053 86.8 85.7 1.0999999999999943 236.6 227.08 4.1923551171393258 8 Parc 55 San Francisco - a Hilton Hotel 9 8 6.7 26 25 4.9000000000000004 33 32.5 50 9 Waldorf Astoria Orlando 320.8 314.49 2.0064230977137596 78.400000000000006 82 -3.5999999999999943 251.42 257.73 -2.4482986070694253 9 Waldorf Astoria Orlando 7 7 -1.6 21 22 -2.7 34.5 34.1 39.999999999999858 10 Casa Marina, A Waldorf Astoria Resort 450.25 480.93 -6.3793067598195181 90.2 86.7 3.6 406.29 416.85 -2.533285354444045 10 Casa Marina, A Waldorf Astoria Resort 7 8 -5.5 16 16 -1.5 47.3 49.4 -,210.14 Sub-total Top 10 Hotels $245.79 $244.52 .51938491738916315 0.80300000000000005 0.79300000000000004 1.0000000000000009 pts $197.29 $193.89 1.7535716127701304 Sub-total Top 10 Hotels $119 $111 7.0999999999999994 $417 $400 4.3% 28.5% 27.8% 69.999999999999503 bps Top 11-25 Hotels $178.8 $177.48 .74374577417174988 0.78800000000000003 0.79100000000000004 -0.30000000000000027 pts $140.88999999999999 $140.35 .38475240470252372 Top 11-25 Hotels $38 $39 -0.03 $156 $155 .89999999999999993 0.24099999999999999 0.251 -,100.9 bps Sub-total Top 25 Hotels $221.3 $219.75 .70534698521047164 0.79700000000000004 0.79200000000000004 .50000000000000044 pts $176.43 $174.08 1.4499540441176437 Sub-total Top 25 Hotels $157 $150 4.4999999999999998 $573 $555 3.4000000000000002 0.27300000000000002 0.27 30.000000000000028 bps All Other Consolidated Hotels $148.83000000000001 $143.44 3.7576687116564519 0.73 0.71799999999999997 1.2000000000000011 pts $108.61 $102.97 5.4773234922793054 All Other Consolidated Hotels $22 $22 2.5000000000000001 $108 $105 2.3 0.20799999999999999 0.20699999999999999 10.000000000000009 bps Total Consolidated Portfolio(3) $202.95 $200.57 1.1866181383058262 0.77900000000000003 0.77200000000000002 .70000000000000062 pts $158.1 $154.85 2.0988052954472071 Total Consolidated Portfolio(3) $179 $172 4.2000000000000003 $681 $660 3.1818181818181815 0.26300000000000001 0.26 30.000000000000028 bps ^ ALL HOTEL DATA

Portfolio and Operating Metrics (cont’d) Top 10 Assets: Q1 2017 vs. Q1 2016 (1)For 2016, amounts are calculated on a Pro-forma basis. (2)Calculated based on unrounded numbers. (3)Includes non-comparable hotels and excludes unconsolidated joint ventures. (unaudited) ADR Occupancy RevPAR (unaudited, dollars in millions) Hotel Adjusted EBITDA Hotel Revenue Hotel Adjusted EBITDA Margin 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change(2) 1Q17 1Q16(1) Change Top 10 Hotels Top 10 Hotels 1 Hilton Hawaiian Village Waikiki Beach Resort $253.67 $243.37 4.2322389776882866 0.94 0.94199999999999995 -0.20000000000000018 pts $238.57 $229.28 4.0518143754361448 1 Hilton Hawaiian Village Waikiki Beach Resort $35 $32 8.2000000000000003 $102 $95 6.5000000000000002 0.34499999999999997 0.34 49.999999999999488 bps 2 New York Hilton Midtown 240.34 240.98 -0.2655822059921929 77.2 74.8 2.4000000000000057 185.56 180.31 2.9116521546225944 2 New York Hilton Midtown 1 -1 179 54 51 5 1.2 -1.6 280 3 Hilton San Francisco Union Square 282.61 278.18 1.5924940685886859 75.7 83.5 -7.8999999999999968 213.82 232.31 -7.9591924583530664 3 Hilton San Francisco Union Square 16 17 -3.4 56 55 2.2000000000000002 28.3 29.9 -,159.99999999999977 4 Hilton Waikoloa Village 231.07 247.06 -6.4721120375617298 84.8 77.3 7.5 195.95 190.96 2.6131126937578446 4 Hilton Waikoloa Village 13 13 1.2 40 41 -1.4 31.5 30.7 80.000000000000071 5 Hilton New Orleans Riverside 210.57 205.38 2.5270230791703172 74.3 74.8 -0.5 156.43 153.55000000000001 1.8756105503093423 5 Hilton New Orleans Riverside 17 16 1.4 41 41 0.7 40.9 40.6 29.999999999999716 6 Hilton Chicago 149.19 143.58000000000001 3.9072294191391452 58 51.3 6.7000000000000028 86.55 73.66 17.499321205538966 6 Hilton Chicago 1 -2 142.69999999999999 26 20 31.1 3.9 -12.1 1,600 7 Hilton Orlando Bonnet Creek 207.53 204.42 1.5213775560121388 85.3 79.599999999999994 5.6000000000000032 176.94 162.81 8.6788280818131529 7 Hilton Orlando Bonnet Creek 13 13 3 35 34 2.6 38.5 38.299999999999997 20.000000000000284 8 Parc 55 San Francisco - a Hilton Hotel 272.73 265.08 2.8859212313264053 86.8 85.7 1.0999999999999943 236.6 227.08 4.1923551171393258 8 Parc 55 San Francisco - a Hilton Hotel 9 8 6.7 26 25 4.9000000000000004 33 32.5 50 9 Waldorf Astoria Orlando 320.8 314.49 2.0064230977137596 78.400000000000006 82 -3.5999999999999943 251.42 257.73 -2.4482986070694253 9 Waldorf Astoria Orlando 7 7 -1.6 21 22 -2.7 34.5 34.1 39.999999999999858 10 Casa Marina, A Waldorf Astoria Resort 450.25 480.93 -6.3793067598195181 90.2 86.7 3.6 406.29 416.85 -2.533285354444045 10 Casa Marina, A Waldorf Astoria Resort 7 8 -5.5 16 16 -1.5 47.3 49.4 -,210.14 Sub-total Top 10 Hotels $245.79 $244.52 .51938491738916315 0.80300000000000005 0.79300000000000004 1.0000000000000009 pts $197.29 $193.89 1.7535716127701304 Sub-total Top 10 Hotels $119 $111 7.0999999999999994 $417 $400 4.3% 28.5% 27.8% 69.999999999999503 bps Top 11-25 Hotels $178.8 $177.48 .74374577417174988 0.78800000000000003 0.79100000000000004 -0.30000000000000027 pts $140.88999999999999 $140.35 .38475240470252372 Top 11-25 Hotels $38 $39 -0.03 $156 $155 .89999999999999993 0.24099999999999999 0.251 -,100.9 bps Sub-total Top 25 Hotels $221.3 $219.75 .70534698521047164 0.79700000000000004 0.79200000000000004 .50000000000000044 pts $176.43 $174.08 1.4499540441176437 Sub-total Top 25 Hotels $157 $150 4.4999999999999998 $573 $555 3.4000000000000002 0.27300000000000002 0.27 30.000000000000028 bps All Other Consolidated Hotels $148.83000000000001 $143.44 3.7576687116564519 0.73 0.71799999999999997 1.2000000000000011 pts $108.61 $102.97 5.4773234922793054 All Other Consolidated Hotels $22 $22 2.5000000000000001 $108 $105 2.3 0.20799999999999999 0.20699999999999999 10.000000000000009 bps Total Consolidated Portfolio(3) $202.95 $200.57 1.1866181383058262 0.77900000000000003 0.77200000000000002 .70000000000000062 pts $158.1 $154.85 2.0988052954472071 Total Consolidated Portfolio(3) $179 $172 4.2000000000000003 $681 $660 3.1818181818181815 0.26300000000000001 0.26 30.000000000000028 bps ^ ALL HOTEL DATA

Debt Summary Casa Marina, a Waldorf Astoria Resort Hilton Orlando Bonnet Creek Hilton San Francisco Union Square

Debt Summary Fixed and Variable Rate Debt (1)$1 billion revolving credit facility. (2)Assumes the exercise of all extensions that are exercisable solely at Park’s option. (3)Excludes $215 million of Park’s share of debt of its unconsolidated joint ventures. (unaudited, dollars in millions) Debt Collateral Interest Rate Maturity Date As ofMarch 31, 2017 Fixed Rate Debt Unsecured notes Unsecured 7.4999999999999997E-2 December 2017 $55 Mortgage loan DoubleTree Hotel Spokane City Center 3.5499999999999997E-2 October 2020 12 Commercial mortgage-backedsecurities loan Hilton San Francisco Union Square, Parc 55 San Francisco - a Hilton Hotel 4.1099999999999998E-2 November 2023 725 Commercial mortgage-backedsecurities loan Hilton Hawaiian Village Waikiki Beach Resort 4.2000000000000003E-2 November 2026 1,275 Mortgage loan The Fess Parker Santa Barbara Hotel - a DoubleTree Resort 4.1700000000000001E-2 December 2026 165 Capital lease obligations 14 Total Fixed Rate Debt 2,246 Variable Rate Debt Revolving credit facility(1) Unsecured L + 1.50% December 2021(2) 0 Term loan Unsecured L + 1.45% December 2021 750 Mortgage loan DoubleTree Hotel Ontario Airport L + 2.25% May 2022(2) 30 Total Variable Rate Debt 780 Less: unamortized deferred financing costs and discount -14 Total Debt(3) $3,012 Check Balance Sheet: Total Debt per Financial Tables workbook 3,012 Difference 0

Definitions Hilton Belfast Hilton Durban New York Hilton Midtown

Definitions EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA Margin Earnings before interest expense, taxes and depreciation and amortization (“EBITDA”), presented herein, reflects net income (loss), excluding interest expense, a provision for income taxes and depreciation and amortization. The Company considers EBITDA to be a useful measure for investors in evaluating and facilitating comparisons of its operating performance between periods and between REITs by removing the impact of the Company’s capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from its operating results. Adjusted EBITDA, presented herein, is calculated as EBITDA, as previously defined, further adjusted to exclude gains, losses and expenses in connection with: (i) foreign currency transactions; (ii) share-based compensation; (iii) non-cash impairment losses; (iv) transition costs related to the Company’s establishment as an independent, publicly traded company; (v) asset dispositions for both consolidated and unconsolidated investments; (vi) debt restructurings/retirements; (vii) severance and relocation; and (viii) other gains and losses that management believes are not representative of the Company’s current or future operating performance. Hotel Adjusted EBITDA measures property-level results before debt service, depreciation and corporate expenses of the Company’s consolidated hotels, including both comparable and non-comparable hotels but excluding hotels owned by unconsolidated affiliates, and is a key measure of the Company’s profitability. The Company presents Hotel Adjusted EBITDA to help the Company and its investors evaluate the ongoing operating performance of the Company’s consolidated hotels. Hotel Adjusted EBITDA margin, is calculated as Hotel Adjusted EBITDA as a percentage of Total Hotel Revenue. EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin are not recognized terms under United States (“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, the Company’s definitions of EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies. The Company believes that EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin provide useful information to investors about the Company and its financial condition and results of operations for the following reasons: (i) EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin are among the measures used by the Company’s management team to evaluate its operating performance and make day-to-day operating decisions; and (ii) EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin 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 the industry. EBITDA, Adjusted EBITDA, Hotel Adjusted EBITDA and Hotel Adjusted EBITDA margin have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss) or other methods of analyzing results as reported under U.S. GAAP.

Definitions (cont’d) NAREIT FFO attributable to stockholders, Adjusted FFO attributable to stockholders, NAREIT FFO per share – Diluted and Adjusted FFO per share - Diluted NAREIT FFO attributable to stockholders, presented herein, is calculated as net income (loss) attributable to stockholders (calculated in accordance with U.S. GAAP), excluding gains (losses) from sales of real estate, the cumulative effect of changes in accounting principles, real estate-related depreciation, amortization and impairments and adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect the Company’s pro rata share of the FFO of those entities on the same basis. The Company calculates NAREIT FFO attributable to stockholders for a given operating period in accordance with the guidelines of the NAREIT. As noted by NAREIT in its April 2002 “White Paper on Funds From Operations,” since real estate values historically have risen or fallen with market conditions, many industry investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For these reasons, NAREIT adopted the FFO metric in order to promote an industry-wide measure of REIT operating performance. Adjusted FFO attributable to stockholders, presented herein, is NAREIT FFO attributable to stockholders, as previously defined, further adjusted to exclude: (i) gains or losses on foreign currency transactions; (ii) litigation gains and losses outside the ordinary course of business; (iii) transition costs related to the Company’s establishment as an independent, publicly traded company; (iv) share-based compensation expense; and (v) other gains and losses that management believes are not representative of the Company’s current or future operating performance. NAREIT FFO attributable to stockholders and Adjusted FFO attributable to stockholders 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, the Company’s definitions of NAREIT FFO attributable to stockholders and Adjusted FFO attributable to stockholders may not be comparable to similarly titled measures of other companies. The Company believes that NAREIT FFO attributable to stockholders and Adjusted FFO attributable to stockholders provide useful information to investors about the Company and its financial condition and results of operations for the following reasons: (i) these measures are among the measures used by the Company’s management team to evaluate its operating performance and make day-to-day operating decisions; and (ii) these measures 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 the industry. NAREIT FFO attributable to stockholders and Adjusted FFO attributable to stockholders 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 results as reported under U.S. GAAP.

Definitions (cont’d) NAREIT FFO per share – Diluted, presented herein, is calculated as the Company’s NAREIT FFO, as previously defined, divided by the number of fully diluted shares outstanding during a period.   Adjusted FFO per share – Diluted, presented herein, is Adjusted FFO per share, as previously defined, divided by the number of fully diluted shares outstanding during a period. Net Debt Net debt, presented herein, is a non-GAAP financial measure that the Company uses to evaluate its financial leverage. Net debt is calculated as (i) long-term debt, including current maturities and excluding unamortized deferred financing costs; and (ii) the Company’s share of investments in affiliate debt, excluding unamortized deferred financing costs; reduced by (a) cash and cash equivalents; and (b) restricted cash and cash equivalents. The Company believes Net debt provides useful information about its indebtedness to investors as it is frequently used by securities analysts, investors and other interested parties to compare the indebtedness of companies. Net debt should not be considered as a substitute to debt presented in accordance with U.S. GAAP. Net debt may not be comparable to a similarly titled measure of other companies. Net Debt to Adjusted EBITDA Ratio Net debt to Adjusted EBITDA ratio, presented herein, is a non-GAAP financial measure and is included as it is frequently used by securities analysts, investors and other interested parties to compare the financial condition of companies. Net debt to Adjusted EBITDA ratio should not be considered as an alternative to measures of financial condition derived in accordance with U.S. GAAP and it may not be comparable to a similarly titled measure of other companies. Comparable Hotels The Company presents certain data for its hotels on a comparable hotel basis as supplemental information for investors. The Company defines its comparable hotels as those hotels that: (i) were active and operating in the Company’s portfolio since January 1st of the previous year; and (ii) have not sustained substantial property damage, business interruption, undergone large-scale capital projects or for which comparable results are not available. The Company presents comparable hotel results to help the Company and its investors evaluate the ongoing operating performance of its comparable hotels. Due to the conversion, or planned conversions, of a significant number of rooms at the Hilton Waikoloa Village in 2017 and Embassy Suites Washington DC Georgetown in 2016 to HGV timeshare units, the results from these properties were excluded from comparable hotels.

Definitions (cont’d) 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 the Company’s 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 management determine achievable Average Daily Rate (“ADR”) levels as demand for hotel rooms increases or decreases. Average Daily Rate ADR represents rooms 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 hotel industry, and management uses ADR to assess pricing levels that the Company is able to generate by type of customer, as changes in rates have a more pronounced effect on overall revenues and incremental profitability than changes in occupancy, as described above. Revenue per Available Room Revenue per Available Room (“RevPAR”) represents rooms revenue divided by total number of room nights available to guests for a given period. Management considers RevPAR to be a meaningful indicator of the Company’s performance as it provides a metric correlated to two primary and key factors of operations at a hotel or group of hotels: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods for comparable hotels. References to RevPAR and ADR are presented on a currency neutral basis (prior periods are reflected using the current period exchange rates), unless otherwise noted. Pro-forma Certain financial measures and other information have been adjusted for the Company’s historical debt and related balances and interest expense to give the net effect to financing transactions that were completed prior to spin-off, incremental fees based on the terms of the post spin-off management agreements, adjustments to income tax expense based on the Company’s post spin-off REIT tax structure, the removal of costs incurred related to the spin-off and the establishment of Park as a separate public company and the estimated excise taxes on certain REIT leases. Further adjustments have been made to reflect the effects of hotels disposed of or acquired during the periods presented. When presenting such information, the amounts are identified as “Pro-forma.”

Analyst Coverage Analyst Company Phone Email Shaun Kelley Bank of America (646) 855-1005 shaun.kelley@baml.com Anthony Powell Barclays (212) 526-8768 anthony.powell@barclays.com Floris Van Dijkum Boenning & Scattergood (212) 922-3572 fvandijkum@boenninginc.com Ryan Meliker Canaccord Genuity (212) 389-8094 rmeliker@canaccordgenuity.com Chris Woronka Deutsche Bank (212) 250-9376 chris.woronka@db.com Stephen Grambling Goldman Sachs (212) 902-7832 stephen.grambling@gs.com Lukas Hartwich Green Street (949) 640-8780 lhartwich@greenst.com Whitney Stevenson JMP Securities (212) 906-3538 wstevenson@jmpsecurities.com Brian Dobson Nomura/Instinet (212) 310-5416 brian.dobson@instinet.com Bill Crow Raymond James (727) 567-2594 bill.crow@raymondjames.com Patrick Scholes SunTrust (212) 319-3915 patrick.scholes@suntrust.com Robin Farley UBS (212) 713-2060 robin.farley@ubs.com Rachael Rothman Susquehanna International Group (212) 514 4882 rachael.rothman@sig.com Jeff Donnelly Wells Fargo (617) 603-4262 jeff.donnelly@wellsfargo.com