<PAGE>

                               FINANCIAL OVERVIEW

          With the completion of the Promus transaction on November 30, 1999,
          the financial statements in this annual report include 11 months of
          Hilton as a stand-alone company, and one month as a combined company.
          Within this financial overview section, we are presenting information
          on a pro forma basis, thereby providing a more meaningful comparison
          than the historical results required elsewhere in the annual report.
          The pro forma results are presented as if the acquisition of Promus
          Hotel Corporation had been completed as of January 1, 1998.

               Income from continuing operations for 1999 rose 10 percent to
          $216 million, from $197 million in 1998. Diluted income from
          continuing operations per share increased 14 percent to $.58 per
          share, from $.51 in the previous year. Earnings before interest,
          taxes, depreciation, amortization, pre-opening expense and non-cash
          items (EBITDA) increased 8 percent to $1.094 billion, from $1.016
          billion a year ago.

               Included in EBITDA are non-recurring charges totaling $51 million
          in 1998 and $36 million in 1999. The per-share impact of these charges
          was $.11 in 1998 and $.06 in 1999. Non-recurring charges include such
          items as business combination expenses related to the Promus
          acquisition, business combination and other costs associated with the
          Promus-Doubletree merger, and spin-off costs we incurred in 1998.

               Despite the increases mentioned above, 1999 was a generally
          disappointing year in terms of our ability to deliver bottom line
          results. While we posted good revenue per available room (RevPAR)
          increases at most of our major owned hotels -- nearly 3 percent across
          our owned system -- we were unable to bring these solid RevPAR gains
          to the EBITDA line. This "flow-through" to EBITDA was affected at
          various points during the year by such factors as reduced attendance
          at group meetings, property tax increases, year-long softness in the
          Hawaii market and a millennium that failed to meet expectations. With
          the confidence that we can continue to achieve RevPAR increases in the
          range of 3 percent at our owned hotels, we have as one of our primary
          financial goals for 2000 and beyond to improve the RevPAR flow-through
          to EBITDA to a ratio of at least 1.5 times. Toward this end we have
          instituted a vigorous asset management program to closely monitor the
          operating activities of our owned hotels and their capital spending
          plans.

               In terms of capital expenditures, we have a number of renovation
          and construction projects underway, including the guest room tower and
          vacation ownership facility at the Hilton Hawaiian Village discussed
          previously in this report; expansion and upgrades at our hotels in
          Seattle and Portland, and construction of a select number of Homewood
          Suites by Hilton properties. Additionally, our continuing reinvestment
          in our owned properties through a disciplined maintenance capital
          expenditure program ensures that our hotels are kept in first-class
          physical condition. As discussed in the Letter to Shareholders, unit
          growth, however, will come primarily from the strong existing pipeline
          of managed and franchised properties requiring little or no capital
          investment.

               Importantly, we were able to structure the Promus acquisition to
          retain investment grade credit. The cash portion of the transaction
          was successfully financed by a syndicate of 25 banks, led by Bank of
          America N.A., which arranged senior credit facilities totaling $1.85
          billion at the attractive rate of LIBOR + 1.25 %. We amended our
          existing 2 year $1.75 billion senior credit facility to match the
          terms and pricing of the new facilities.

               Our financial position remains strong, though balance sheet
          improvement and strengthening of our existing investment grade credit
          rating are additional priorities for 2000. Our goal is to reduce our
          debt-to-EBITDA ratio through a combination of increased EBITDA and
          selective asset dispositions that will ultimately lead to reduced debt
          levels.

<PAGE>

                                                           Financial Information


                                       Management's Discussion               23
                                       and Analysis
                                       ----------------------------------------
                                       Consolidated Statements               31
                                       of Income
                                       ----------------------------------------
                                       Consolidated                          32
                                       Balance Sheets
                                       ----------------------------------------
                                       Consolidated Statements               33
                                       of Cash Flow
                                       ----------------------------------------
                                       Consolidated Statements               34
                                       of Stockholders' Equity
                                       ----------------------------------------
                                       Notes to Consolidated                 35
                                       Financial Statements
                                       ----------------------------------------
                                       Report of Independent                 46
                                       Public Accountants
                                       ----------------------------------------
                                       Supplementary                         47
                                       Financial Information
                                       ----------------------------------------
                                       Five Year Summary                     49
                                       ----------------------------------------

<PAGE>

MD&A

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS



The Company

          On December 31, 1998, Hilton Hotels Corporation ("Hilton" or the
          "Company") completed a spin-off that split the Company's operations
          into two independent public corporations, one for conducting its hotel
          business and one for conducting its gaming business. Hilton retained
          ownership of the hotel business. The Company transferred the gaming
          business to a new corporation named Park Place Entertainment
          Corporation ("Park Place"), and distributed the stock of Park Place
          tax-free to Hilton stockholders on a one-for-one basis. As a result of
          the spin-off, Hilton's historical financial statements reflect the
          gaming business as discontinued operations. The following discussion
          and analysis of financial condition and results of operations is that
          of Hilton's continuing operations.

               On November 30, 1999, Hilton completed the acquisition of Promus
          Hotel Corporation ("Promus"). As a result of the Promus acquisition,
          the Company expanded its hotel count by over 1,450 properties
          representing more than 200,000 rooms. The discussion and analysis of
          results of operations include the results of Promus from the date of
          acquisition.

               Hilton's continuing operations include the consolidated results
          of the Company's owned, partially owned and leased hotel assets,
          equity income from unconsolidated affiliates, management and franchise
          fees and earnings from vacation ownership and conference center
          operations. At December 31, 1999, the Company's hotel system contained
          1,752 properties totaling approximately 300,000 rooms worldwide. The
          Company's brands include Hilton, Hilton Garden Inn, Doubletree,
          Embassy Suites, Hampton Inn, Homewood Suites by Hilton, Red Lion,
          Conrad, Hilton Grand Vacations and Harrison Conference Centers. The
          Company's system also includes certain properties that are not
          Company-branded.

               Of the 1,752 total hotels at December 31, 1999, 1,352 are owned
          and operated by franchisees, and 400 are operated by the Company.
          Depending on the brand, the Company charges franchise royalty fees of
          up to five percent of rooms revenue in exchange for the use of one of
          its brand names and franchise related services. Company operated
          properties include 141 owned or partially owned hotels, 74 leased
          hotels and 185 hotels managed for third parties. As a manager of
          hotels, the Company is typically responsible for supervising or
          operating the hotel in exchange for fees based on a percentage of the
          hotel's gross revenues, operating profits, cash flow, or a combination
          thereof.

DEVELOPMENT

          OVERVIEW

          Prior to the acquisition of Promus on November 30, 1999, the Company's
          system growth was derived primarily through selective acquisition of
          large full-service hotels in major market locations and franchise
          expansion through the Hilton Garden Inn product.

               Acquisitions in the current year include the 495-room Radisson
          Plaza Hotel at Mark Center in Alexandria, Virginia (re-named the
          Hilton Alexandria Mark Center), which Hilton acquired in February
          1999. In April 1999, the Company acquired the 563-room Pointe Hilton
          Squaw Peak Resort in Phoenix, Arizona. Also in April 1999, the Company
          acquired the 385-room Hilton Boston Back Bay. In November 1999, the
          Company acquired the 814-room Hilton Minneapolis & Towers. The Company
          also completed construction during 1999 of a new 600-room hotel at the
          center of Boston's Logan Airport. This hotel, Hilton's first new-build
          hotel in ten years, is conveniently located on the grounds of Logan
          International Airport and connected directly to the airport terminals.

               During 1999, the Company continued to improve its franchise
          business primarily through the expansion of the Hilton Garden Inn
          product. The Company opened 45 Garden Inn properties in 1999, bringing
          the total number of such properties to 63 at December 31, 1999. The
          Promus acquisition has increased Hilton's franchise business
          significantly, adding more than 1,100 franchise properties to the
          Company's portfolio. The Company believes this will result in greater
          diversification of revenue and cash flow.

               The Company also acquired a strong development pipeline with the
          Promus transaction, with 300 properties either in the design or
          construction phase as of December 31, 1999. The

<PAGE>

                     MD&A (continued)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

          majority of this new development will be franchise properties in the
          Hampton Inn and Hampton Inn & Suites brands. The Company's total
          development pipeline for 2000 and 2001, including Hilton Garden Inn
          franchise expansion, totals more than 430 hotels and 63,000 rooms
          either under construction or in design.

               Hilton intends to grow its brands primarily through franchising
          and the addition of management contracts. The success of our ability
          to grow the number of franchised and managed hotels is affected by,
          among other things, national and regional economic conditions, capital
          markets, credit availability, relationships with franchisees and
          owners as well as competition from other hotel franchisors and
          managers. In addition, the Company will continue to review its hotel
          portfolio in light of the Promus acquisition for potential
          repositioning or re-branding opportunities, and may seek to sell
          certain owned assets. Acquisition spending is not expected to be
          significant in 2000.

          STRATEGIC ALLIANCES AND JOINT VENTURES

          In 1997, the Company entered into an agreement with Hilton Group plc,
          formerly known as Ladbroke Group PLC, whose wholly owned subsidiary,
          Hilton International Co. ("HI"), owns the rights to the Hilton name
          outside the United States. The agreements provide for the
          reunification of the Hilton brand worldwide through a strategic
          alliance between the companies, including cooperation on sales and
          marketing, loyalty programs and other operational matters. Pursuant to
          these agreements, the Company and HI have integrated their reservation
          system under Hilton Reservations Worldwide, LLC, launched the Hilton
          HHonors Worldwide loyalty program, integrated worldwide sales offices,
          developed joint marketing initiatives and adopted a new Hilton brand
          identity used by both companies.

               As of December 31, 1999, Hilton owned approximately 1.5 million
          shares of FelCor Lodging Trust Inc. ("FelCor") common stock,
          representing approximately two percent of FelCor's outstanding shares.
          FelCor owned or had an interest in 75 Company brand hotels as of
          December 31, 1999. In addition, the Company has guaranteed repayment
          of a third party loan to FelCor of up to $25 million.

               At December 31, 1999, the Company owned approximately 2.6 million
          shares of Candlewood Hotel Company ("Candlewood") common stock. The
          Company also has a note receivable from Candlewood with a balance at
          December 31, 1999 of approximately $15 million.

               As of December 31, 1999, the Company leased 52 properties from
          RFS Hotel Investors, Inc. ("RFS"). In January 2000, the Company
          entered into an agreement which gives RFS the option to terminate
          these leases. As consideration for terminating the leases, RFS will
          pay the Company approximately $60 million. As part of the agreement,
          the Company has the option of requiring RFS to repurchase convertible
          preferred stock of RFS currently owned by Hilton for approximately $13
          million. It is anticipated that the lease termination and repurchase
          of the convertible preferred stock will be accomplished simultaneously
          in the first quarter of 2001.

          DEVELOPMENT FINANCING

          In order to assist prospective owners in obtaining financing for hotel
          projects, the Company has initiated programs to provide alternative
          capital sources to owners.

               Promus Acceptance Corp. ("ProMAC"), a third party lending entity,
          provides first mortgage construction financing to franchisees for
          select Homewood Suites by Hilton, Hampton Inn and Embassy Suites
          hotels. The Company has provided a guarantee of up to $36 million on
          loans outstanding under the ProMAC program. The Company has also
          agreed to guarantee up to 25 percent of construction financing
          relating to select Hilton Garden Inn development projects. Guarantees
          under the Hilton Garden Inn development program were not significant
          at December 31, 1999.

               Under a pre-existing program, the Company provided secondary
          financing to franchisees under a mezzanine financing program. Loans
          outstanding at December 31, 1999 totaled approximately $48 million.

<PAGE>

                     MD&A (CONTINUED)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

               The Company has provided credit support for a loan facility
          utilized by Candlewood to provide construction and permanent financing
          to Candlewood and its franchisees. The Company's aggregate maximum
          exposure for such credit support is capped at $30 million. As of
          December 31, 1999, the Company has guaranteed $11 million in such
          financing.

          ACQUISITIONS AND CAPITAL SPENDING

          Aggregate consideration in the November 30, 1999 acquisition of Promus
          consisted of approximately 113 million shares of the Company's common
          stock and $1.7 billion in cash, for a combined equity value of
          approximately $2.8 billion, transaction costs of $175 million, and the
          assumption of debt totaling $750 million. In addition, hotel
          acquisitions completed during 1999 totaled $330 million, including the
          assumption of debt. Each of these hotel acquisitions was completed at
          a discount to replacement cost.

               Capital expenditures and new investments totaled $356 million
          during 1999, including maintenance capital expenditures, costs
          associated with the new Hilton Boston Logan Airport and several
          significant renovation projects. During 1999, the Company
          substantially completed the renovation of the Hilton New York &
          Towers, which includes new restaurants, a state-of-the-art
          business/conference center, a world-class fitness facility and an
          exclusive Towers Lounge overlooking Manhattan. The Company also
          completed construction of a new 232-unit vacation ownership resort in
          Las Vegas.

               Significant ongoing construction projects include the new
          453-room Kalia Tower at the Hilton Hawaiian Village. In close
          proximity to the new Hawaii Convention Center, the Kalia Tower will
          feature a world class health club and wellness spa, exciting retail
          shops and an interactive Hawaiian cultural center. Construction on the
          project is scheduled to be completed in Spring 2001. Construction has
          also begun on a 275-unit vacation ownership resort at the Hilton
          Hawaiian Village. Interval sales will commence in the first quarter of
          2000 with the project expected to open in the first quarter of 2001.
          Renovation and construction projects are also underway at the Hilton
          Seattle Airport and the Hilton Portland. The Seattle project includes
          renovating existing rooms and constructing a 222-room addition, while
          the Portland project involves construction of a 319-room tower
          addition. The Company is also currently constructing five new Homewood
          Suites by Hilton properties.

               In addition to an estimated $300 million in 2000 expenditures
          related to renovation and construction projects and development
          financing, the Company intends to spend approximately $300 million in
          2000 on normal capital replacements, upgrades and technology.

               Expenditures required to complete acquisitions and capital
          spending programs in 2000 will be financed through available cash
          flows and general corporate borrowings.

LIQUIDITY AND CAPITAL RESOURCES

          Net cash provided by operating activities totaled $229 million, $390
          million and $279 million for the years ended December 31, 1997, 1998
          and 1999, respectively. The decrease in 1999 was primarily
          attributable to working capital variances. The increase in 1998 over
          1997 operating cash flow was attributable to strong operating results
          at many of the Company's owned and partially owned full-service
          hotels, the benefit of cash flow from newly acquired hotel properties
          and year over year working capital variances. Cash and equivalents
          totaled $104 million at December 31, 1999, an increase of $57 million
          from December 31, 1998.

               Net cash used in investing activities was $1.1 billion in 1998
          compared to $2.3 billion in 1999. The net increase of $1.2 billion was
          due primarily to the acquisition of Promus partially offset by a lower
          level of hotel acquisition spending in the 1999 period compared to the
          prior year. The increase in net cash used in investing activities of
          $1.0 billion from 1997 to 1998 reflects significant hotel acquisition
          activity in the 1998 period and $123 million of cash proceeds from
          asset sales in the 1997 period. The proceeds from assets sales in 1997
          are primarily the sale of the Company's interest in the Conrad
          International Hong Kong.

               Net cash provided by financing activities increased approximately
          $1.7 billion in 1999, primarily representing additional revolving debt
          borrowings to fund the cash portion of the Promus acquisition. The
          $377 million increase in cash provided by financing activities in 1998
          over 1997 reflects increased borrowings associated with a higher level
          of hotel acquisition activity combined with increased share repurchase
          activity.

<PAGE>

                     MD&A (CONTINUED)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

               Hilton believes that its operating cash flow, available
          borrowings under its revolving credit facilities, and the Company's
          ability to obtain additional financing through various financial
          markets are sufficient to meet its liquidity needs.

          FINANCING

          In 1999, the Company entered into a new $1.85 billion revolving credit
          facility, consisting of a $1.4 billion five-year revolver and a $450
          million 364-day revolver. As of December 31, 1999, approximately $1.3
          billion of borrowings were outstanding under the five-year portion of
          the new revolver and the $450 million 364-day portion of the new
          revolver was undrawn. The Company's existing $1.75 billion revolving
          credit facility, which expires in 2001, was fully drawn as of December
          31, 1999, leaving total revolving debt capacity of approximately $550
          million available to the Company at such date.

               In October 1997, the Company filed a shelf registration statement
          ("Shelf") with the Securities and Exchange Commission registering up
          to $2.5 billion in debt or equity securities. At December 31, 1999,
          available financing under the Shelf totaled $2.1 billion. The terms of
          any additional securities offered pursuant to the Shelf will be
          determined by market conditions at the time of issuance.

               The 1998 and 1999 debt balances include $625 million of long-term
          debt which, although allocated to Park Place under a debt assumption
          agreement, remains the legal obligation of Hilton. At the time of the
          spin-off, Park Place assumed and agreed to pay 100% of the amount of
          each payment required to be made by Hilton under the terms of the
          indentures governing Hilton's $300 million 7.375% Senior Notes due
          2002 and its $325 million 7% Senior Notes due 2004. These notes remain
          in Hilton's long-term debt balance and a long-term receivable from
          Park Place in an equal amount is included in the Company's 1998 and
          1999 consolidated balance sheets. In the event of an increase in the
          interest rate on these notes as a result of certain actions taken by
          Hilton or in certain other limited circumstances, Hilton will be
          required to reimburse Park Place for any such increase. Hilton is
          obligated to make any payment Park Place fails to make, and in such
          event Park Place shall pay to Hilton the amount of such payment
          together with interest, at the rate per annum borne by the applicable
          notes plus two percent, to the date of reimbursement.

               Pursuant to the Company's stock repurchase program, during 1999
          the Company repurchased 6.4 million shares of common stock for an
          aggregate purchase price of $90 million. The Company may, at any time,
          repurchase up to 9.3 million remaining shares authorized for
          repurchase pursuant to such program. The timing of stock repurchases
          are made at the discretion of the Company's management, subject to
          certain business and market conditions.

               In accordance with the terms of the indenture governing the
          Company's $500 million 5% Convertible Subordinated Notes due 2006,
          effective January 4, 1999 the conversion price was adjusted to $22.17,
          reflecting the gaming spin-off.

          STOCKHOLDERS' EQUITY
          Stockholders' equity totaled $1.4 billion at December 31, 1999,
          reflecting the issuance of approximately 113 million shares of common
          stock in connection with the Promus acquisition. Dividends paid on
          common shares were $.32 per share in 1997 and 1998 and $.08 per share
          in 1999.

RESULTS OF OPERATIONS

          The following discussion presents an analysis of the Company's results
          of operations for the three years ended December 31, 1999. EBITDA
          (earnings before interest, taxes, depreciation, amortization,
          pre-opening expense and non-cash items) is presented supplementally in
          the tables below and in the discussion of operating results because
          management believes it allows for a more complete analysis of results
          of operations. Non-cash items, such as asset write-downs and
          impairment losses, are excluded from EBITDA as these items do not
          impact operating results on a recurring basis. EBITDA can be computed
          by adding depreciation, amortization, pre-opening expense, interest
          and

<PAGE>

                     MD&A (CONTINUED)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

          dividend income from investments related to operating activities and
          non-cash items to operating income. This information should not be
          considered as an alternative to any measure of performance as
          promulgated under generally accepted accounting principles (such as
          operating income or net income), nor should it be considered as an
          indicator of the overall financial performance of the Company. The
          Company's calculation of EBITDA may be different from the calculation
          used by other companies and therefore comparability may be limited.

Fiscal 1999 Compared with Fiscal 1998

          OVERVIEW
          A summary of the Company's consolidated revenue and earnings for the
          years ended December 31, 1998 and 1999 is as follows:

<TABLE>
<CAPTION>
          (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)                      1998               1999              % CHANGE

          <S>                                                    <C>                 <C>                 <C>
          Revenue                                                  $ 1,769               2,150                 22%
          Operating income                                             464                 495                  7
          Income from continuing operations                            188                 176                 (6)
          Income From Continuing Operations Per Share
            Basic                                                  $   .71                 .66                 (7)%
            Diluted                                                    .71                 .66                 (7)
          Other Operating Data
          EBITDA
            Operations                                             $   660                 768                 16%
            Corporate expense, net                                     (64)                (73)                14
                                                                 ----------          ----------          ---------
          Total                                                    $   596                 695                 17%
                                                                 ==========          ==========          =========
</TABLE>

               Total revenue for 1999 was $2.2 billion, an increase of 22
          percent over 1998. EBITDA from operations was $768 million for 1999, a
          16 percent increase compared to 1998, while total EBITDA was $695
          million for 1999, a 17 percent increase over the prior year. Total
          operating income increased seven percent to $495 million.

               The Company's consolidated results include the impact of the
          Promus acquisition only from November 30, 1999, the date the
          transaction was completed. The Promus acquisition resulted in
          incremental revenue and EBITDA of $69 million and $19 million,
          respectively, representing operations for the month of December 1999.
          The impact of the Promus acquisition was not significant to operating
          income in 1999. Results in 1999 were also impacted by non-recurring
          charges incurred by Hilton related to the Promus acquisition totaling
          approximately $26 million.

               Consolidated results are significantly influenced by the
          operating performance of the Company's owned portfolio of major market
          domestic full-service properties. Operating performance is primarily
          affected by volume (as measured by occupancy), pricing (as measured by
          average room rate), the Company's ability to manage costs and the
          growth in the number of available rooms through acquisition and
          development. Excluding the one month results from the Promus
          acquisition, the Company's domestic owned hotels generated $611
          million of EBITDA in 1999. EBITDA margins at these hotels remained
          strong at 34 percent. Occupancy in 1999 at comparable owned hotels was
          essentially flat at 75.3 percent, with the average rate increasing two
          percent to $168.22, resulting in a 2.7 percent improvement in revenue
          per available room ("RevPAR").

               Strong volume and average rate increases in the group segment
          drove a year over year RevPAR increase of nine percent at the Hilton
          New Orleans Riverside resulting in a $6 million or 14 percent increase
          in EBITDA from 1998. EBITDA at the Hilton San Francisco & Towers
          increased $5 million or ten percent compared to the prior year due to
          a significant increase in individual business traveler ("IBT") volume
          and higher average rates in the group segment. RevPAR at this property
          increased seven percent. EBITDA from the Waldorf=Astoria increased $4
          million or six percent over 1998. Nearly all of the increase occurred
          in the fourth quarter as the property benefited from higher rates,
          strong banquet activity and millennium related activities. Combined
          EBITDA from the Hilton Washington & Towers and the Capital Hilton
          increased $3 million on a combined RevPAR increase of five percent.
          Both properties benefited from occupancy growth in the higher rate IBT
          segment, and the Hilton Washington & Towers increased average rates
          nearly eight percent. Combined EBITDA from the Hilton Chicago &
          Towers, the Hilton Chicago O'Hare Airport and the Palmer House Hilton
          increased $2 million from the prior year. A strong city-wide

<PAGE>

                     MD&A (CONTINUED)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

          convention market in the first quarter of 1999 was offset by a softer
          group market and lower convention attendance experienced in subsequent
          quarters. EBITDA flow through at these three properties was also
          mitigated by higher property tax expense in the 1999 period. EBITDA
          from the Hilton New York & Towers decreased $2 million from the prior
          year, primarily due to disruptions caused by the property's major
          renovation project. This project was substantially complete at the end
          of the year.

               On a comparable basis, EBITDA from the Hilton Hawaiian Village
          declined ten percent from the prior year. This property continued to
          be affected for most of the year by softness due primarily to the
          impact of the Asian economic situation. However, year over year
          comparisons did improve in late 1999, and the Company anticipates
          improved market conditions and commensurate improvement at the Hilton
          Hawaiian Village in 2000. Factors leading to this outlook include an
          increase in advance bookings and enhanced marketing efforts in Asia
          and on the U.S. mainland by the State of Hawaii to attract additional
          visitors. Excluding this property and the impact of the Promus
          acquisition, comparable EBITDA at the Company's domestic owned hotels
          increased $15 million or three percent for the year. Occupancy for
          comparable domestic owned hotels (excluding the Hilton Hawaiian
          Village and Promus) was essentially flat at 75.4 percent. The average
          room rate increased 3.2 percent to $168.71 in 1999 and RevPAR improved
          3.6 percent.

               Hotel acquisition and development activity, excluding the impact
          of the Promus acquisition, contributed approximately $66 million of
          EBITDA in 1999. The Company opened one new-build hotel and acquired
          four full service domestic properties during 1999.

               Management and franchise fee revenue increased $16 million in
          1999 to $120 million. This increase is attributable primarily to $12
          million of incremental fee income as a result of the Promus
          acquisition, a $2 million increase in initial and termination fees
          from franchise properties, and increased fees as a result of the
          Hilton Garden Inn franchise expansion. Fee revenue is based primarily
          on operating revenue at managed properties and rooms revenue at
          franchised properties.

               Depreciation and amortization, including the Company's
          proportionate share of depreciation and amortization from its
          unconsolidated affiliates, increased $63 million in 1999 to $195
          million due primarily to acquisition activity.

               Although the supply-demand balance in the Company's major markets
          generally remains favorable, future operating results could be
          adversely impacted by increased capacity and weak demand. These
          conditions could limit the Company's ability to pass through
          inflationary increases in operating costs in the form of higher room
          rates. Increases in transportation and fuel costs or sustained
          recessionary periods in the U.S. (affecting domestic travel) and
          internationally (affecting inbound travel from abroad) could also
          unfavorably impact future results. However, the Company believes that
          its financial strength and diverse market presence will enable it to
          remain extremely competitive.

          CORPORATE EXPENSE, NET
          Corporate expense increased $9 million in 1999 to $73 million. The
          1999 expense includes non-recurring charges incurred by Hilton related
          to the Promus acquisition. These expenses totaled $26 million in 1999,
          $21 million of which are included in corporate expense. The 1998
          expense includes the Company's proportionate share of costs associated
          with the gaming spin-off totaling $13 million.

          FINANCING ACTIVITIES
          Interest and dividend income increased $44 million compared with the
          prior year, primarily due to interest on the $625 million of Hilton
          public debt assumed by Park Place at the time of the spin-off of
          Hilton's gaming operations. Interest expense, net of amounts
          capitalized, increased $100 million reflecting the $625 million of
          debt assumed by Park Place, higher debt levels due to the Promus
          acquisition, individual hotel acquisition activity during the year and
          significant construction and renovation project expenditures.

<PAGE>

                     MD&A (CONTINUED)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

          INCOME TAXES
          The effective income tax rate in 1999 increased to 41.5% from 40.5% in
          1998. The Company's effective income tax rate is determined by the
          level and composition of pretax income and the mix of income subject
          to varying foreign, state and local taxes.

FISCAL 1998 COMPARED WITH FISCAL 1997

          OVERVIEW
          A summary of the Company's consolidated revenue and earnings for the
          years ended December 31, 1998 and 1997 is as follows:

<TABLE>
<CAPTION>
          (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)                      1997               1998              % CHANGE

          <S>                                                    <C>                 <C>                 <C>
          Revenue                                                  $ 1,475               1,769                 20%
          Operating income                                             395                 464                 17
          Income from continuing operations                            183                 188                  3
          Income From Continuing Operations Per Share
            Basic                                                  $   .68                 .71                  4%
            Diluted                                                    .68                 .71                  4
          Other Operating Data
          EBITDA
            Operations                                             $   561                 660                 18%
            Corporate expense, net                                     (64)                (64)                --
                                                                 ----------          ----------          ---------
          Total                                                    $   497                 596                 20%
                                                                 ==========          ==========          =========
</TABLE>

               Total revenue for 1998 was $1.8 billion, an increase of 20
          percent over 1997. EBITDA from operations was $660 million for 1998,
          an 18 percent increase compared to 1997, while total EBITDA was $596
          million for 1998, a 20 percent increase over the prior year. Total
          operating income increased 17 percent to $464 million.

               The Company's domestic owned hotels generated $533 million of
          EBITDA in 1998, with comparable EBITDA increasing 11 percent over the
          prior year. EBITDA margins at these hotels improved two points to 34
          percent. The comparable EBITDA increase improved to 17 percent when
          excluding the Hilton Hawaiian Village, which was adversely impacted by
          the Asian economic crisis. Occupancy in 1998 at comparable owned
          hotels declined 2.3 points to 75.0 percent, with the average rate
          increasing 8.4 percent to $164.51, resulting in a 5.2 percent
          improvement in RevPAR. Without the Hilton Hawaiian Village, RevPAR for
          the year at this group of properties increased 7.1 percent.

               Combined EBITDA from the Waldorf=Astoria and the Hilton New York
          & Towers increased $24 million or 22 percent over the prior year.
          RevPAR gains of 10 and 11 percent, respectively, were driven by strong
          rate gains in both the leisure and IBT segments. Combined EBITDA from
          the Hilton Chicago & Towers, the Hilton Chicago O'Hare Airport and the
          Palmer House Hilton increased $20 million or 26 percent over the prior
          year. All three properties maintained strong volume and achieved
          double-digit rate growth in the IBT segment. Combined EBITDA margins
          at these three Chicago properties averaged 35 percent, a five point
          increase from 1997. Results also benefited from a combined EBITDA
          increase of $11 million from the San Diego and San Francisco Hiltons.
          The San Diego property benefited from strong rate increases in all
          segments and a seven point improvement in EBITDA margin. The impact of
          reduced leisure demand at the Hilton San Francisco & Towers was offset
          by an increase in higher rate IBT room nights. EBITDA from the Hilton
          New Orleans Riverside & Towers increased $4 million or nine percent
          from the prior year. Occupied rooms at this property remained flat
          year over year, however decreased leisure volume was replaced with
          higher rate convention and IBT business. Growth was negatively
          impacted by results at the Hilton Hawaiian Village. On a comparable
          basis, EBITDA at this property declined 13 percent.

               Acquisition activity, including increased ownership of properties
          which were previously partially owned and new property acquisitions,
          added $47 million of EBITDA in 1998. The Company acquired or increased
          its ownership interest in eight full-service domestic properties
          during 1998.

               Management and franchise fee revenue decreased $11 million in
          1998 to $104 million. This decrease is attributable primarily to the
          acquisition of several previously managed properties during 1998,
          reduced management fees from the Conrad International Hong Kong, which
          was negatively impacted by economic conditions in Asia, and a $1
          million decrease in initial and termination fees from franchise
          properties.

<PAGE>

                     MD&A (CONTINUED)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

               Depreciation and amortization, including the Company's
          proportionate share of depreciation and amortization from its
          unconsolidated affiliates, increased $28 million in 1998 to $132
          million due primarily to new acquisitions.

          CORPORATE EXPENSE, NET
          Corporate expense was flat in 1998 at $64 million. The 1998 expense
          includes the Company's proportionate share of costs associated with
          the gaming spin-off totaling $13 million. The 1997 expense includes
          $25 million in costs related to the Company's efforts to acquire ITT
          Corporation ("ITT"). The 1997 costs were partially offset by a $10
          million gain recognized on the sale of ITT stock previously purchased
          by the Company.

          FINANCING ACTIVITIES
          Interest and dividend income decreased $4 million compared with the
          prior year, primarily due to lower investment balances. Interest
          expense, net of amounts capitalized, increased $47 million reflecting
          higher debt levels due to acquisition activity during the year and a
          higher average cost of debt resulting from the Company issuing
          long-term notes to replace floating rate debt in 1997. Net interest
          expense from unconsolidated affiliates decreased $4 million,
          reflecting the mid-year consolidation of the Hilton Hawaiian Village.

          INCOME TAXES
          The effective income tax rate in 1998 increased to 40.5% from 39.5% in
          1997.

OTHER MATTERS

          YEAR 2000
          The Company encountered no significant problems from the impact of the
          Year 2000 on the processing of date-sensitive information by its
          computerized information systems. The Company had established a Year
          2000 program to ensure that all significant information technology
          systems, non-information technology systems and suppliers were Year
          2000 compliant. The cost to assess, test and remediate potential Year
          2000 problems totaled approximately $6 million.

          OTHER
          Various lawsuits are pending against the Company. In management's
          opinion, disposition of these lawsuits is not expected to have a
          material effect on the Company's financial position or results of
          operations.

FORWARD-LOOKING STATEMENTS

          Forward-looking statements in this report, including without
          limitation, those set forth under the captions "Development,"
          "Liquidity and Capital Resources," "Results of Operations," and "Other
          Matters," and statements relating to the Company's plans, strategies,
          objectives, expectations, intentions and adequacy of resources, are
          made pursuant to the safe harbor provisions of the Private Securities
          Litigation Reform Act of 1995.

               The words "believes," "anticipates," "expects" and similar
          expressions are intended to identify forward-looking statements. These
          forward-looking statements reflect the Company's current views with
          respect to future events and financial performance, and are subject to
          certain risks and uncertainties, including those identified above
          under "Results of Operations" and those in the Company's Annual Report
          on Form 10-K for the fiscal year ended December 31, 1999 under the
          captions "Additional Information -- Business Risks," and
          "Competition," the effect of economic conditions, and customer demand,
          which could cause actual results to differ materially from historical
          results or those anticipated. Although the Company believes the
          expectations reflected in such forward-looking statements are based
          upon reasonable assumptions, it can give no assurance that its
          expectations will be attained.

<PAGE>

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)                   YEAR ENDED DECEMBER 31, 1997      1998      1999
<S>                                                      <C>                              <C>       <C>
  REVENUE
  Owned hotels                                                                  $1,203     1,485     1,813
  Leased hotels                                                                     --        --        26
  Management and franchise fees                                                    115       104       120
  Other fees and income                                                            157       180       191
                                                                                ------     -----     ------
                                                                                 1,475     1,769     2,150
                                                                                ------     -----     ------
  EXPENSES
  Owned hotels                                                                     820       964     1,196
  Leased hotels                                                                     --        --        26
  Depreciation and amortization                                                     93       125       187
  Other operating expenses                                                         103       152       173
  Corporate expense, net                                                            64        64        73
                                                                                ------     -----     ------
                                                                                 1,080     1,305     1,655
                                                                                ------     -----     ------


  OPERATING INCOME                                                                 395       464       495
  Interest and dividend income                                                      17        13        57
  Interest expense                                                                 (90)     (137)     (237)
  Interest expense, net, from unconsolidated affiliates                             (8)       (4)       (2)
                                                                                ------     -----     ------
  INCOME BEFORE INCOME TAXES AND MINORITY INTEREST                                 314       336       313
  Provision for income taxes                                                      (124)     (136)     (130)
  Minority interest, net                                                            (7)      (12)       (7)
                                                                                ------     -----     ------
  INCOME FROM CONTINUING OPERATIONS                                                183       188       176
  Income from discontinued gaming operations,
   net of tax provision of $63 and $111 in
   1997 and 1998, respectively                                                      67       109        --
  Cumulative effect of accounting change,
   net of tax benefit of $1 in 1999                                                 --        --        (2)
                                                                                ------     -----     ------
  NET INCOME                                                                    $  250       297       174
                                                                                ======     =====     ======

  BASIC EARNINGS PER SHARE
  Income from continuing operations                                             $  .68       .71       .66
  Discontinued gaming operations                                                   .27       .44        --
  Cumulative effect of accounting change                                            --        --      (.01)
                                                                                ------     -----     ------
  Net income per share                                                          $  .95      1.15       .65
                                                                                ======     =====     ======

  DILUTED EARNINGS PER SHARE
  Income from continuing operations                                             $  .68       .71       .66
  Discontinued gaming operations                                                   .26       .41        --
  Cumulative effect of accounting change                                            --        --      (.01)
                                                                                ------     -----     ------
  Net income per share                                                          $  .94      1.12       .65
                                                                                ======     =====     ======
</TABLE>

See notes to consolidated financial statements

<PAGE>

                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

(IN MILLIONS)                                             DECEMBER 31, 1998      1999
<S>                                                       <C>                 <C>
  Assets
  CURRENT ASSETS
  Cash and equivalents                                             $     47       104
  Accounts receivable, net of allowance of $12 in 1998 and 1999         204       396
  Receivable from discontinued gaming operations                         73        --
  Inventories                                                            54        90
  Deferred income taxes                                                  48        15
  Current portion of notes receivable                                    --        78
  Other current assets                                                   43        80
                                                                   --------     -----
   Total current assets                                                 469       763

  INVESTMENTS, PROPERTY AND OTHER ASSETS
  Investments and notes receivable                                      262       676
  Long-term receivable                                                  625       625
  Property and equipment, net                                         2,483     3,892
  Management and franchise contracts, net                               --        647
  Leases, net                                                           --        216
  Brands, net                                                           --      1,048
  Goodwill, net                                                          36     1,277
  Other assets                                                           69       109
                                                                   --------     -----
   Total investments, property and other assets                       3,475     8,490
                                                                   --------     -----
  TOTAL ASSETS                                                     $  3,944     9,253
                                                                   ========     =====

  Liabilities and Stockholders' Equity
  CURRENT LIABILITIES
  Accounts payable and accrued expenses                            $    410       615
  Current maturities of long-term debt                                   62         9
  Income taxes payable                                                   34         5
                                                                   --------     -----
   Total current liabilities                                            506       629
  Long-term debt                                                      3,037     6,085
  Deferred income taxes                                                  65       879
  Insurance reserves and other                                          149       245
                                                                   --------     -----
   Total liabilities                                                  3,757     7,838

  COMMITMENTS AND CONTINGENCIES
  STOCKHOLDERS' EQUITY
  Common stock, 261 and 368 shares outstanding, respectively            663       946
  Additional paid-in capital                                            --        853
  Retained deficit                                                     (347)     (197)
  Accumulated other comprehensive income                                --         24
                                                                   --------     -----
                                                                        316     1,626
  Less treasury stock, at cost                                          129       211
                                                                   --------     -----
   Total stockholders' equity                                           187     1,415
                                                                   --------     -----
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $  3,944     9,253
                                                                   ========     =====
</TABLE>

See notes to consolidated financial statements

<PAGE>

                      CONSOLIDATED STATEMENTS OF CASH FLOW


<TABLE>
<CAPTION>
(IN MILLIONS)                        YEAR ENDED DECEMBER 31, 1997      1998      1999
<S>                                  <C>                            <C>       <C>
  OPERATING ACTIVITIES
  Net income                                              $   250       297       174
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Income from discontinued gaming operations               (67)     (109)       --
     Cumulative effect of accounting change                    --        --         2
     Depreciation and amortization                             93       125       187
     Amortization of loan costs                                 1         2         3
     Change in working capital components:
      Inventories                                              10       (15)      (30)
      Accounts receivable                                       5       (42)      (58)
      Other current assets                                     (5)      (17)       15
      Accounts payable and accrued expenses                     4       124        16
      Income taxes payable                                      4        25       (29)
     Change in deferred income taxes                          (63)        9        (5)
     Change in other liabilities                              (46)        5         4
     Unconsolidated affiliates' distributions
      in excess of (less than) earnings                         6       (17)       (7)
     Other                                                     37         3         7
                                                          --------   -------   -------
  Net cash provided by operating activities                   229       390       279
                                                          --------   -------   -------


  INVESTING ACTIVITIES
  Capital expenditures                                        (93)     (171)     (254)
  Additional investments                                      (97)      (98)     (102)
  Change in temporary investments                              25        --        --
  Proceeds from asset sales                                   123        --        --
  Payments on notes and other                                  49        49        78
  Acquisitions, net of cash acquired                          (67)     (842)   (2,036)
                                                          --------   -------   -------
  Net cash used in investing activities                       (60)   (1,062)   (2,314)
                                                          --------   -------   -------

  FINANCING ACTIVITIES
  Change in commercial paper borrowings and
   revolving loans                                         (1,218)      355     2,264
  Long-term borrowings                                      1,393       400        --
  Reduction of long-term debt                                 (95)     (247)      (64)
  Issuance of common stock                                     38        25         5
  Purchase of common stock                                    (40)      (81)      (90)
  Cash dividends                                              (93)      (90)      (23)
                                                          --------   -------   -------
  Net cash (used in) provided by financing activities         (15)      362     2,092
                                                          --------   -------   -------
  Net transfers (to) from discontinued gaming operations     (191)      352        --
                                                          --------   -------   -------
  (DECREASE) INCREASE IN CASH AND EQUIVALENTS                 (37)       42        57
  CASH AND EQUIVALENTS AT BEGINNING OF YEAR                    42         5        47
                                                          --------   -------   -------
  CASH AND EQUIVALENTS AT END OF YEAR                     $     5        47       104
                                                          ========   =======   =======
</TABLE>

See notes to consolidated financial statements

<PAGE>

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                               8% PRIDES                                      ACCUMULATED
                                            CONNVERTIBLE          ADDITIONAL    RETAINED            OTHER
                                               PREFERRED   COMMON    PAID-IN    EARNINGS     COMPREHENSIVE   TREASURY
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)            STOCK    STOCK    CAPITAL   (DEFICIT)     INCOME (LOSS)      STOCK   TOTAL
<S>                                           <C>         <C>       <C>        <C>          <C>             <C>        <C>
  BALANCE, DECEMBER 31, 1996                      $ 15       627     1,745        931                4         (111)    3,211
  Net income                                        --        --        --        250               --           --       250
  Other comprehensive income:
   Cumulative translation adjustment,
     net of deferred tax                            --        --        --         --               (4)          --        (4)
   Change in unrealized gain/loss
     on marketable securities,
     net of deferred tax                            --        --        --         --               11           --        11
                                               ---------   --------  --------   ---------      ---------      --------  -------
  Comprehensive income for 1997                     --        --        --        250                7           --       257
  Issuance of common stock                          --         1         4         --               --            5        10
  Exercise of stock options                         --        --        --        (48)              --           76        28
  Treasury stock acquired                           --        --        --         --               --          (40)      (40)
  Deferred compensation                             --        --        10         --               --           --        10
  Dividends
   PRIDES ($.89 per share)                          --        --        --        (13)              --           --       (13)
   Common ($.32 per share)                          --        --        --        (80)              --           --       (80)
                                               ---------   --------  --------   ---------      ---------      --------  -------
  BALANCE, DECEMBER 31, 1997                        15       628     1,759      1,040               11          (70)    3,383
                                               ---------   --------  --------   ---------      ---------      --------  -------
  Net income                                        --        --        --        297               --           --       297
  Other comprehensive income:
   Cumulative translation adjustment,
     net of deferred tax                            --        --        --         --               (9)          --        (9)
   Change in unrealized gain/loss
     on marketable securities,
     net of deferred tax                            --        --        --         --              (10)          --       (10)
                                               ---------   --------  --------   ---------      ---------      --------  -------
  Comprehensive income for 1998                     --        --        --        297              (19)          --       278
  Issuance of common stock                          --         1        10         --               --           --        11
  Exercise of stock options                         --        --        --         (8)              --           22        14
  Treasury stock acquired                           --        --        --         --               --          (81)      (81)
  Conversion of PRIDES                             (15)       34       (19)        --               --           --        --
  Deferred compensation                             --        --        10         --               --           --        10
  Dividends
   PRIDES ($.67 per share)                          --        --        --        (10)              --           --       (10)
   Common ($.32 per share)                          --        --        --        (80)              --           --       (80)
  Spin-off of Park Place
   Entertainment Corporation                        --        --    (1,760)    (1,586)               8           --    (3,338)
                                               ---------   --------  --------   ---------      ---------      --------  -------
  BALANCE, DECEMBER 31, 1998                        --       663        --       (347)              --         (129)      187
                                               ---------   --------  --------   ---------      ---------      --------  -------
  Net income                                        --        --        --        174               --           --       174
  Other comprehensive income:
   Cumulative translation adjustment,
     net of deferred tax                            --        --        --         --               (1)          --        (1)
   Change in unrealized gain/loss
     on marketable securities,
     net of deferred tax                            --        --        --         --               25           --        25
                                               ---------   --------  --------   ---------      ---------      --------  -------
  Comprehensive income for 1999                     --        --        --        174               24           --       198
  Issuance of common stock                          --       283       843         --               --           --     1,126
  Exercise of stock options                         --        --        --         (5)              --            8         3
  Treasury stock acquired                           --        --        --         --               --          (90)      (90)
  Deferred compensation                             --        --        10         --               --           --        10
  Common dividends ($.08 per share)                 --        --        --        (23)              --           --       (23)
  Adjustment to spin-off of Park
   Place Entertainment Corporation                  --        --        --          4               --           --         4
                                               ---------   --------  --------   ---------      ---------      --------  -------
  BALANCE, DECEMBER 31, 1999                       $--       946       853       (197)              24         (211)    1,415
                                               =========   ========  ========   =========      =========      ========  =======
</TABLE>

See notes to consolidated financial statements

<PAGE>

               NOTES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999



BASIS OF PRESENTATION AND ORGANIZATION
          On November 30, 1999, Hilton Hotels Corporation ("Hilton" or the
          "Company") acquired Promus Hotel Corporation ("Promus") in a business
          combination accounted for as a purchase. Accordingly, the consolidated
          financial results of Hilton include the results of Promus and its
          subsidiaries from the date of acquisition.

               On December 31, 1998, Hilton completed a spin-off that split the
          Company's operations into two independent public corporations per an
          agreement dated June 30, 1998, one for conducting its hotel business
          and one for conducting its gaming business. Hilton retained ownership
          of the hotel business. Hilton transferred the gaming business to a new
          corporation named Park Place Entertainment Corporation ("Park Place")
          and distributed the stock of Park Place tax-free to Hilton
          stockholders on a one-for-one basis. As a result of the spin-off,
          Hilton's financial statements reflect the gaming business as
          discontinued operations.

               Hilton is primarily engaged in the ownership, management and
          development of hotels, resorts and vacation ownership properties and
          the franchising of lodging properties. Hilton operates in select
          markets throughout the world, predominately in the United States.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          PRINCIPLES OF CONSOLIDATION
          The consolidated financial statements include the accounts of Hilton
          Hotels Corporation and its majority owned and controlled subsidiaries.
          All material intercompany transactions are eliminated and net earnings
          are reduced by the portion of the earnings of affiliates applicable
          to other ownership interests. There are no significant restrictions
          on the transfer of funds from the Company's wholly owned subsidiaries
          to Hilton Hotels Corporation.

          CASH AND EQUIVALENTS
          Cash and equivalents include investments with initial maturities
          of three months or less.

          CURRENCY TRANSLATION
          Assets and liabilities denominated in most foreign currencies are
          translated into U.S. dollars at year-end exchange rates and related
          gains and losses, net of applicable deferred income taxes, are
          reflected in stockholders' equity. Gains and losses from foreign
          currency transactions are included in earnings.

          VALUATION OF LONG-LIVED ASSETS
          The carrying value of the Company's long-lived assets are reviewed
          when events or changes in circumstances indicate that the carrying
          amount of an asset may not be recoverable. If it is determined that an
          impairment loss has occurred based on expected future cash flows, then
          a loss is recognized in the income statement using a fair value based
          model.

          PROPERTY AND EQUIPMENT
          Property and equipment are stated at cost. Interest incurred during
          construction of facilities is capitalized and amortized over the life
          of the asset. Costs of improvements are capitalized. Costs of normal
          repairs and maintenance are charged to expense as incurred. Upon the
          sale or retirement of property and equipment, the cost and related
          accumulated depreciation are removed from the respective accounts, and
          the resulting gain or loss, if any, is included in income.

               Depreciation is provided on a straight-line basis over the
          estimated useful life of the assets. Leasehold improvements are
          amortized over the shorter of the asset life or lease term. The
          service lives of assets are generally 40 years for buildings and eight
          years for building improvements and furniture and equipment.

<PAGE>

               NOTES (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999

          PRE-OPENING COSTS
          In April 1998, the AICPA issued Statement of Position ("SOP") 98-5,
          "Reporting on the Costs of Start-Up Activities." This SOP requires
          that all nongovernmental entities expense the costs of start-up
          activities (pre-opening, pre-operating and organizational costs) as
          those costs are incurred and requires the write-off of any unamortized
          balances upon implementation. The Company's adoption of SOP 98-5
          resulted in a cumulative effect of accounting change of $2 million,
          net of a tax benefit of $1 million, in the first quarter of 1999.

          MANAGEMENT AND FRANCHISE CONTRACTS
          Management and franchise contracts acquired in acquisitions that were
          accounted for as purchases are recorded at the estimated present value
          of net cash flows expected to be received over the lives of the
          contracts. This value is amortized using the straight-line method over
          the remaining contract life. Costs incurred to acquire individual
          management and franchise contracts are amortized using the
          straight-line method over the life of the respective contract.

          LEASES
          Leases acquired in acquisitions that were accounted for as purchases
          are recorded at the estimated present value of net cash flows expected
          to be received over the lives of the lease agreements. This value is
          amortized using the straight-line method over the remaining lease
          term.

          BRANDS
          The brand names of hotels acquired in acquisitions are assigned a fair
          market value. To arrive at a value for each brand name, an estimation
          is made of the amount of royalty income that could be generated from
          the brand name if it was licensed to an independent third-party owner.
          The resulting cash flow is discounted back using the estimated
          weighted average cost of capital for each respective brand name. The
          brand value is amortized on a straight line basis over 40 years.

          GOODWILL
          Goodwill arose in connection with purchase acquisitions and is
          amortized using the straight-line method over 40 years.

          UNAMORTIZED LOAN COSTS
          Debt discount and issuance costs incurred in connection with the
          placement of long-term debt are capitalized and amortized to interest
          expense over the lives of the related debt.

          SELF-INSURANCE
          The Company is self-insured for various levels of general liability,
          workers' compensation and employee medical and life insurance
          coverage. Insurance reserves include the present values of projected
          settlements for claims.

          EARNINGS PER SHARE ("EPS")
          Basic EPS is computed by dividing net income available to common
          stockholders (net income less preferred dividends of $13 million in
          1997 and $10 million in 1998; no preferred stock was outstanding in
          1999) by the weighted average number of common shares outstanding for
          the period. The weighted average number of common shares outstanding
          for 1997, 1998 and 1999 were 250 million, 250 million and 266 million,
          respectively. Diluted EPS reflects the potential dilution that could
          occur if securities or other contracts to issue common stock were
          exercised or converted. The dilutive effect of the assumed exercise of
          stock options and convertible securities

<PAGE>

               NOTES (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999

          increased the weighted average number of common shares by 31 million,
          28 million and 24 million for 1997, 1998 and 1999, respectively. In
          addition, the increase to net income resulting from interest on
          convertible securities assumed to have not been paid was $15 million
          per year for 1997, 1998 and 1999.

          USE OF ESTIMATES
          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial statements and the reported amounts of revenue
          and expenses during the reporting period. Actual results could differ
          from those estimates.

          RECLASSIFICATIONS
          The consolidated financial statements for prior years reflect certain
          reclassifications to conform with classifications adopted in 1999.
          These classifications have no effect on net income.

ACQUISITIONS AND DIVESTITURES

          ACQUISITION OF PROMUS HOTEL CORPORATION
          On November 30, 1999, the Company completed the acquisition of Promus
          pursuant to an agreement dated September 3, 1999. Aggregate
          consideration consisted of approximately $1.7 billion in cash in
          exchange for 55 percent of the outstanding shares of Promus common
          stock and approximately 113 million shares of the Company's common
          stock in exchange for the remaining 45 percent of Promus stock for a
          combined equity value of approximately $2.8 billion, transaction costs
          of $175 million, and the assumption of Promus and Promus subsidiary
          debt totaling $750 million. Transaction costs include $46 million of
          severance costs, $28 million of which had been paid as of December 31,
          1999, covering the termination of Promus employees whose positions
          were duplicative.

               The acquisition has been accounted for using the purchase method
          of accounting, and accordingly, the acquisition cost has been
          allocated to the assets acquired and liabilities assumed based on
          preliminary estimates of their fair value. A total of $1.2 billion,
          representing the excess of acquisition cost over the preliminary fair
          value of Promus' tangible and identifiable intangible net assets, has
          been allocated to goodwill and is being amortized over 40 years.

               The Company's consolidated results of operations incorporate
          Promus' activity from the date of the acquisition. The following
          unaudited pro forma information has been prepared assuming that this
          acquisition had taken place at the beginning of the respective
          periods. This pro forma information does not purport to be indicative
          of future results or what would have occurred had the acquisition been
          made as of those dates.

<TABLE>
<CAPTION>
          (IN MILLIONS, EXCEPT PER SHARE AMOUNTS UNAUDITED)            1998              1999
          <S>                                                       <C>                <C>
          Revenues                                                   $ 2,876            3,161
          Operating income                                               676              703
          Income from continuing operations                              197              216
          Net income                                                     306              214
          Basic earnings per share
            Income from continuing operations                            .51              .58
            Net income                                                   .81              .58
          Diluted earnings per share
            Income from continuing operations                            .51              .58
            Net income                                                   .81              .58
</TABLE>

<PAGE>

               NOTES (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999

          SPIN-OFF OF GAMING OPERATIONS
          On December 31, 1998, the Company completed a spin-off of its gaming
          operations. Accordingly, results of operations and cash flows of Park
          Place have been reported as discontinued operations in the 1997 and
          1998 periods presented in the consolidated financial statements.

               Income from discontinued gaming operations for the years ended
          December 31, 1997 and 1998 are as follows:
<TABLE>
<CAPTION>
          (IN MILLIONS)                                            1997            1998
          <S>                                                    <C>           <C>
          Revenue                                                 $2,145          2,295
          Costs and expenses                                       1,944          1,993
                                                                 -------        -------
            Operating income                                         201            302
          Net interest expense                                        67             79
                                                                 -------        -------
            Income before income taxes and minority interest         134            223
          Provision for income taxes                                  63            111
          Minority interest, net                                       4              3
                                                                 -------        -------
          Income from discontiued gaming operations               $   67            109
                                                                 =======        =======
</TABLE>

INVENTORIES

          Included in inventories at December 31, 1998 and 1999 are unsold
          intervals at the Company's vacation ownership properties of $42
          million and $70 million, respectively. Inventories are valued at the
          lower of cost or estimated net realizable value.

INVESTMENTS AND NOTES RECEIVABLE

          Investments and notes receivable at December 31, 1998 and 1999 are as
          follows:
<TABLE>
<CAPTION>
          (IN MILLIONS)                                            1998           1999
          <S>                                                  <C>               <C>
          Equity investments
            Hotels                                               $  33             220
            Other                                                   58              74
          Vacation ownership notes receivable                      107             123
          Other notes receivable                                    40             212
          Marketable securities                                     24             125
                                                                ------           ------
                                                                   262             754
            Less current portion of notes receivable                --              78
                                                                ------           ------
          Total                                                  $ 262             676
                                                                ======           ======
</TABLE>

PROPERTY AND EQUIPMENT

          Property and equipment at December 31, 1998 and 1999 are as follows:

<TABLE>
<CAPTION>
          (IN MILLIONS)                                            1998             1999
          <S>                                                 <C>               <C>
          Land                                                  $  379               590
          Buildings and leasehold improvements                   2,296             3,256
          Furniture and equipment                                  540               872
          Property held for sale or development                     37                22
          Construction in progress                                  71                86
                                                               -------            -------
                                                                 3,323             4,826
             Less accumulated depreciation                         840               934
                                                               -------            -------
          Total                                                 $2,483             3,892
                                                               =======            =======
</TABLE>

<PAGE>
               NOTES (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

          Accounts payable and accrued expenses at December 31, 1998 and 1999
          are as follows:

<TABLE>
<CAPTION>
          (IN MILLIONS)                                        1998                   1999
          <S>                                              <C>                     <C>
          Accounts and notes payable                          $128                    106
          Accrued compensation and benefits                     63                    140
          Accrued property tax                                  24                     32
          Accrued interest                                      27                     34
          Other accrued expenses                               168                    303
                                                           -------                 ------
          Total                                               $410                    615
                                                           =======                 ======
</TABLE>

LONG-TERM DEBT

          Long-term debt at December 31, 1998 and 1999 is as follows:
<TABLE>
<CAPTION>
          (IN MILLIONS)                                                             1998                 1999
          <S>                                                                <C>                   <C>
          Industrial development revenue bonds at adjustable rates, due 2015     $   82                    82
          Senior notes, with an average rate of 7.7%, due 2001 to 2017            1,117                 1,057
          Senior notes, with an average rate of 7.2%, due 2002 to 2004              625                   625
          Mortgage notes, 6.0% to 8.6%, due 2000 to 2016                            145                   308
          5% Convertible subordinated notes due 2006                                492                   494
          Commercial paper                                                           --                    19
          Revolving loans                                                           635                 3,506
          Other                                                                       3                     3
                                                                               ---------              --------
                                                                                  3,099                 6,094
            Less current maturities                                                  62                     9
                                                                               ---------              --------
          Net long-term debt                                                     $3,037                 6,085
                                                                               =========              ========
</TABLE>

               Interest paid, net of amounts capitalized, was $74 million, $130
          million and $187 million in 1997, 1998 and 1999, respectively.
          Capitalized interest amounted to $2 million, $4 million and $7 million
          in 1997, 1998 and 1999, respectively.

          Debt maturities during the next five years are as follows:
<TABLE>
          (IN MILLIONS)
          <S>                                   <C>
          2000                                   $    9
          2001                                    1,818
          2002                                      634
          2003                                      489
          2004                                    1,631
</TABLE>

               During 1996, the Company entered into a long-term revolving
          credit facility with an aggregate commitment of $1.75 billion, which
          expires in 2001 and may be extended for successive one year periods at
          the request of the Company with prior written consent of the lenders.
          In 1999, the Company entered into an additional $1.85 billion
          unsecured senior credit facility consisting of a $1.4 billion
          five-year revolver and a $450 million 364-day revolver. The maturity
          dates of the $1.85 billion facility are extendible on substantially
          the same terms as the $1.75 billion facility. At December 31, 1999,
          the $1.75 billion revolving credit facility was fully drawn and
          approximately $1.3 billion was outstanding under the five-year portion
          of the $1.85 billion revolving credit facility, leaving approximately
          $550 million of the revolving credit facilities available to the
          Company at such date. Borrowings will generally bear interest at the
          London Interbank Offered Rate ("LIBOR") plus a spread based on the
          Company's public debt rating or a leverage ratio. The all-in cost of
          borrowings under the facilities was approximately LIBOR plus 125 basis
          points as of December 31, 1999.

<PAGE>

               NOTES (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999

               Consolidated long-term debt at December 31, 1999 also includes
          $480 million of borrowings outstanding under a $500 million revolving
          credit facility at the Hilton Hawaiian Village. The all-in cost of
          borrowings under this facility, which expires in 2003, was
          approximately LIBOR plus 87.5 basis points as of December 31, 1999.

               In October 1997, the Company filed a shelf registration statement
          ("Shelf") with the Securities and Exchange Commission registering up
          to $2.5 billion in debt or equity securities. At December 31, 1999,
          available financing under the Shelf totaled $2.1 billion. The terms of
          any additional securities offered pursuant to the Shelf will be
          determined by market conditions at the time of issuance.

               Pursuant to a debt assumption agreement entered into at the time
          of the Park Place spin-off, Park Place assumed and agreed to pay 100%
          of the amount of each payment required to be made by Hilton under the
          terms of the indentures governing Hilton's $300 million 7.375% Senior
          Notes due 2002 and its $325 million 7% Senior Notes due 2004. These
          notes remain in Hilton's long-term debt balance and a long-term
          receivable from Park Place in an equal amount is included in the
          Company's 1998 and 1999 consolidated balance sheets. In the event of
          an increase in the interest rate on these notes as a result of certain
          actions taken by Hilton or in certain other limited circumstances,
          Hilton will be required to reimburse Park Place for any such increase.
          Hilton is obligated to make any payment Park Place fails to make, and
          in such event Park Place shall pay to Hilton the amount of such
          payment together with interest, at the rate per annum borne by the
          applicable notes plus two percent, to the date of such reimbursement.
          A pro rata portion of Hilton's historical outstanding public and
          corporate bank debt balances and related interest expense has been
          allocated to Park Place for prior periods.

               Provisions under various loan agreements require the Company to
          comply with certain financial covenants which include limiting the
          amount of outstanding indebtedness.

FINANCIAL INSTRUMENTS

          CASH EQUIVALENTS AND LONG-TERM MARKETABLE SECURITIES
          The fair value of cash equivalents and long-term marketable securities
          is estimated based on the quoted market price of the investments.

          LONG-TERM DEBT
          The estimated fair value of long-term debt is based on the quoted
          market prices for the same or similar issues or on the current rates
          offered to the Company for debt of the same remaining maturities.

               The estimated fair values of the Company's financial instruments
          at December 31, 1998 and 1999 are as follows:
<TABLE>
<CAPTION>
                                                                             1998                                1999
                                                         ------------------------             ------------------------
          <S>                                            <C>              <C>                 <C>              <C>
                                                          CARRYING           FAIR                CARRYING        FAIR
          (IN MILLIONS)                                     AMOUNT          VALUE                  AMOUNT       VALUE
          Cash and equivalents and long-term
           marketable securities                            $   71            71                     229          229
          Long-term debt (including current maturities)      3,099         3,123                   6,094        5,837
</TABLE>

<PAGE>

               NOTES (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999

INCOME TAXES

          The provisions for income taxes for the three years ended
          December 31 are as follows:

<TABLE>
<CAPTION>
          (IN MILLIONS)                              1997          1998            1999
         <S>                                     <C>           <C>              <C>
          Current
           Federal                                $ 168             98              98
           State, foreign and local                  34             31              34
                                                 ------         -------         -------
                                                    202            129             132
          Deferred                                  (78)             7              (2)
                                                 ------         -------         -------
          Total                                   $ 124            136             130
                                                 ======         =======         =======
</TABLE>
               During 1997, 1998 and 1999 the Company paid income taxes,
          including amounts paid on behalf of the discontinued gaming operations
          during 1997 and 1998, of $150 million, $165 million and $141 million,
          respectively.

               The income tax effects of temporary differences between financial
          and income tax reporting that gave rise to deferred income tax assets
          and liabilities at December 31, 1998 and 1999 are as follows:

<TABLE>
<CAPTION>
          (IN MILLIONS)                                      1998                1999
          <S>                                            <C>                 <C>
          Deferred tax assets
            Compensation                                   $   20                  57
            Deferred income                                     3                   7
            Insurance                                          17                  25
            Reserves                                           21                  11
            Foreign taxes                                      21                  29
            Business combination expense                       --                  45
            NOL carryforwards                                  --                   3
            Other                                              --                   9
                                                         ---------            --------
                                                               82                 186
          Valuation allowance                                  (3)                 (6)
                                                         ---------            --------
                                                               79                 180
                                                         ---------            --------

          Deferred tax liabilities
            Basis difference                                   (1)               (269)
            Investments                                       (80)               (207)
            Property                                           (2)               (119)
            Brand value                                        --                (420)
            Other                                             (13)                (29)
                                                         ---------            --------
                                                              (96)             (1,044)
                                                         ---------            --------
          Net deferred tax liability                       $  (17)               (864)
                                                         =========            ========
</TABLE>

               The reconciliation of the Federal income tax rate to the
          Company's effective tax rate is as follows:

<TABLE>
<CAPTION>
                                                                              1997              1998              1999
         <S>                                                              <C>                 <C>               <C>
          Federal income tax rate                                             35.0%             35.0               35.0
          Increase in taxes
             State and local income taxes, net of Federal tax benefits         4.0               4.2                4.7
             Foreign taxes, net                                                 .4                --                 --
             Spin-off costs                                                     --                .8                 --
             Other                                                              .1                .5                1.8
                                                                            --------          --------           --------
          Effective tax rate                                                  39.5%             40.5               41.5
                                                                            ========          ========           ========
</TABLE>
<PAGE>

               NOTES (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999

STOCKHOLDERS' EQUITY

          Five hundred million shares of common stock with a par value of $2.50
          per share are authorized, of which 265 million and 378 million were
          issued at December 31, 1998 and 1999, respectively, including treasury
          shares of four million and ten million in 1998 and 1999, respectively.
          Authorized preferred stock includes 25 million shares of preferred
          stock with a par value of $1.00 per share. In October 1998, 15 million
          shares of 8% PRIDES convertible preferred stock were converted into 14
          million shares of common stock. No preferred shares were issued or
          outstanding at December 31, 1998 and 1999.

               To reflect the spin-off of the gaming business, the $3.3 billion
          book value of net assets of discontinued gaming operations as of
          December 31, 1998 was charged against the Company's retained earnings
          and additional paid-in capital. During 1999, adjustments to the
          spin-off totaling $4 million were recorded through retained earnings.

               The Company's Board of Directors has approved the repurchase by
          the Company of up to 20 million shares of its common stock pursuant to
          a stock repurchase program. The timing of the stock purchases are made
          at the discretion of the Company's management. At December 31, 1999,
          the Company had repurchased 10.7 million shares or 54 percent of the
          total authorized to be repurchased. The Company may at any time
          repurchase up to 9.3 million of the remaining shares authorized for
          repurchase.

               The Company has a Share Purchase Rights Plan under which a right
          is attached to each share of the Company's common stock. The rights
          may only become exercisable under certain circumstances involving
          actual or potential acquisitions of the Company's common stock by a
          specified person or affiliated group. Depending on the circumstances,
          if the rights become exercisable, the holder may be entitled to
          purchase units of the Company's junior participating preferred stock,
          shares of the Company's common stock or shares of common stock of the
          acquiror. The rights remain in existence until November 2009 unless
          they are terminated, exercised or redeemed.

               The Company applies APB Opinion 25 and related interpretations in
          accounting for its stock-based compensation plans. Accordingly,
          compensation expense recognized was different than what would have
          otherwise been recognized under the fair value based method defined in
          SFAS No. 123, "Accounting for Stock-Based Compensation." Had
          compensation cost for the Company's stock-based compensation plans
          been determined based on the fair value at the grant dates for awards
          under those plans consistent with the method of SFAS No. 123, the
          Company's net income and net income per share would have been reduced
          to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
          (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)                              1997               1998                1999
          <S>                                                              <C>                <C>                 <C>
          Income from continuing operations                                   $ 178                183                 169
          Discontinued gaming operations                                         61                 92                  --
          Cumulative effect of accounting change                                 --                 --                  (2)
                                                                           --------           --------            ---------
          Net income                                                          $ 239                275                 167
                                                                           ========           ========            =========
          Basic EPS
            Income from continuing operations                                 $ .66                .69                 .63
            Discontinued gaming operations                                      .25                .37                  --
            Cumulative effect of accounting change                               --                 --                (.01)
                                                                           --------           --------            ---------
            Net income                                                        $ .91               1.06                 .62
                                                                           ========           ========            =========
          Diluted EPS
            Income from continuing operations                                 $ .66                .69                 .63
            Discontinued gaming operations                                      .24                .35                  --
            Cumulative effect of accounting change                               --                 --                (.01)
                                                                           --------           --------            ---------
            Net income                                                        $ .90               1.04                 .62
                                                                           ========           ========            =========
</TABLE>
<PAGE>

               NOTES (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999

               At December 31, 1999, 33 million shares of common stock were
          reserved for the exercise of options under the Company's Stock
          Incentive Plans. Options may be granted to salaried officers,
          directors and other key employees of the Company to purchase common
          stock at not less than the fair market value at the date of grant.
          Generally, options may be exercised in installments commencing one
          year after the date of grant. The Stock Incentive Plans also permit
          the granting of Stock Appreciation Rights ("SARs"). No SARs have been
          granted as of December 31, 1999.

               The fair value of each option grant is estimated on the date of
          grant using the Black-Scholes option-pricing model with the following
          weighted-average assumptions used for grants in 1997, 1998 and 1999,
          respectively: dividend yield of one percent for each of the three
          years; expected volatility of 32, 34 and 31 percent; risk-free
          interest rates of 6.5, 5.5 and 4.8 percent and expected lives of six
          years for 1997 and 1998 and seven years for 1999.

               A summary of the status of the Company's stock option plans as of
          December 31, 1997, 1998 and 1999, and changes during the years ending
          on those dates is presented below:

<TABLE>
<CAPTION>
                                                         OPTIONS              WEIGHTED
                                                           PRICE               AVERAGE                                    AVAILABLE
                                                           RANGE                 PRICE                 OPTIONS                  FOR
                                                      (PER SHARE)           (PER SHARE)            OUTSTANDING                GRANT
          <S>                                    <C>                       <C>                   <C>                  <C>
          Balance at December 31, 1996            $ 4.68 - 18.70               $ 12.08              13,799,456            3,221,762
            Authorized                                                                                      --            6,200,000
            Granted                                15.95 - 21.30                 16.73               3,046,990           (3,046,990)
            Exercised                               4.72 - 16.23                  9.32              (1,418,185)                  --
            Cancelled                               7.46 - 17.15                 13.87                (796,642)             795,892
                                                 ----------------           -----------          --------------        ------------
          Balance at December 31, 1997              4.68 - 21.30                 13.23              14,631,619            7,170,664
            Authorized                                                                                      --           12,000,000
            Granted                                12.17 - 27.53                 18.23               9,113,850           (9,113,850)
            Exercised                               4.72 - 18.38                 10.04                (692,067)                  --
            Cancelled                              10.48 - 21.30                 15.71              (2,359,632)           2,359,632
                                                 ----------------           -----------          --------------        ------------
         Balance at December 31, 1998               4.68 - 27.53                 15.25              20,693,770           12,416,446
            Granted                                10.84 - 15.31                 14.84               3,157,400           (3,157,400)
            Exercised                               4.72 - 16.59                  9.35                (270,276)                  --
            Cancelled                              10.48 - 21.30                 16.39                (823,152)             823,152
                                                 ----------------           -----------          --------------        ------------
         Balance at December 31, 1999            $  4.68 - 27.53               $ 15.22              22,757,742           10,082,198
                                                 ================           ===========          ==============        ============
</TABLE>

               The following table summarizes information about stock options
          outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                               OPTIONS OUTSTANDING                     OPTIONS EXERCISABLE
                                   -----------------------------------------      ----------------------------
                                                       WEIGHTED
          RANGE                                         AVARAGE     WEIGHTED                        WEIGHTED
          OF                                          REMAINING      AVERAGE                         AVERAGE
          EXERCISE                         NUMBER   CONTRACTUAL     EXERCISE             NUMBER     EXERCISE
          PRICE                       OUTSTANDING          LIFE        PRICE        EXERCISABLE        PRICE
         <S>                         <C>            <C>           <C>             <C>             <C>
         $ 4.68 - 11.88                7,747,892        5.1         $11.40           6,234,892       $11.28
          12.51 - 14.84                8,132,250        8.6          14.21           2,025,101        14.14
          15.06 - 27.53                6,877,600        7.9          20.74           2,144,181        17.48
        ----------------            ------------    ---------     ----------      -------------   -----------
         $ 4.68 - 27.53               22,757,742        7.2         $15.22          10,404,174       $13.11
        ================            ============    =========     ==========      =============   ===========

</TABLE>

               Effective January 1, 1997, the Company adopted the 1997 Employee
          Stock Purchase Plan by which the Company is authorized to issue up to
          two million shares of common stock to its full-time employees. Under
          the terms of the Plan, employees can elect to have a percentage of
          their earnings withheld to purchase the Company's common stock.

<PAGE>

               NOTES (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999

EMPLOYEE BENEFIT PLANS

          The Company and its subsidiaries have various employee investment
          plans whereby the Company contributes certain percentages of employee
          contributions. The aggregate expense to the Company under these plans
          totaled $4 million, $4 million and $6 million in 1997, 1998 and 1999,
          respectively.

               A significant number of the Company's employees are covered by
          union sponsored, collectively bargained multi-employer pension plans.
          The Company contributed and charged to expense $9 million, $11 million
          and $13 million in 1997, 1998 and 1999, respectively, for such plans.
          Information from the plans' administrators is not sufficient to permit
          the Company to determine its share, if any, of unfunded vested
          benefits.

               In addition, a significant number of the Company's employees are
          covered by a noncontributory retirement plan ("Basic Plan"). The
          Company also has plans covering qualifying employees and non-officer
          directors ("Supplemental Plans"). Benefits for all plans are based
          upon years of service and compensation, as defined. As of December 31,
          1996, employees have not accrued additional benefits under either the
          Basic or Supplemental Plans. Plan assets will be used to pay benefits
          due employees for service through this date. As of December 31, 1998
          and 1999, these plans have assets of $257 million and $258 million and
          a projected benefit obligation of $233 million and $224 million,
          respectively. Accrued pension cost totaled $17 million at December 31,
          1998 and 1999. Pension expense for the years ended December 31, 1997,
          1998 and 1999 was not significant.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

          The Company provides life insurance benefits to certain retired
          employees. Under terms of the plan covering such life insurance
          benefits, the Company reserves the right to change, modify or
          discontinue these benefits. The Company does not provide
          postretirement health care benefits to its employees. The cost of
          the benefits provided is not significant.

LEASES

          The Company leases hotel properties and land under operating leases.
          As of December 31, 1999, the Company leased 74 hotels, 52 of which are
          leased from RFS Hotel Investors, Inc. ("RFS"). The Company's hotel
          leases require the payment of rent equal to the greater of fixed base
          rent or percentage rent based on a percentage of revenue, and expire
          through July 2012, with varying renewal options. Substantially all of
          the hotels leased from RFS are cross-defaulted with one another. The
          Company's land leases represent ground leases for certain owned hotels
          and, in addition to minimum base rental payments, may require the
          payment of additional rents based on varying percentages of revenue or
          income. Total rent expense incurred under the Company's leases was $19
          million, $22 million and $23 million in 1997, 1998 and 1999
          respectively. Minimum lease commitments under noncancelable operating
          leases, including RFS, approximate $66 million annually through 2004
          with an aggregate commitment of $811 million through 2044.

               In January 2000, the Company entered into an agreement which
          gives RFS the option to terminate the RFS leases. As consideration for
          terminating the leases, RFS will pay the Company approximately $60
          million. It is anticipated that the lease termination will be
          accomplished in the first quarter of 2001.

<PAGE>

               NOTES (CONTINUED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999

COMMITMENTS AND CONTINGENCIES

          The Company is liable under certain lease agreements pursuant to which
          it has assigned the direct obligation to third party interests.
          Additionally, the Company manages certain hotels for others under
          agreements that provide for payments or loans to the hotel owners if
          stipulated levels of financial performance are not maintained. The
          Company has also provided guarantees for loans and leases related to
          certain joint ventures. Management believes the likelihood is remote
          that material payments will be required under these agreements. The
          Company's estimated maximum exposure under such agreements is
          approximately $41 million over the next 30 years.

               At December 31, 1999, the Company had contractual commitments for
          construction, major expansion and rehabilitation projects of
          approximately $175 million.

          FELCOR
          FelCor Lodging Trust Inc. ("FelCor") owns or has an interest in 75
          Company hotels as of December 31, 1999. The Company has guaranteed
          repayment of a third party loan to FelCor of up to $25 million.

          CANDLEWOOD
          A subsidiary of the Company has committed to provide credit support
          for a loan facility utilized by Candlewood Hotel Company
          ("Candlewood") to provide construction and permanent financing to
          Candlewood and its franchisees, with the aggregate amount of exposure
          for all such credit support capped at $30 million. As of December 31,
          1999, the Company has guaranteed $11 million in such financing.

          FRANCHISE FINANCING
          The Company has established franchise financing programs with third
          party lenders to support the growth of its Hampton Inn, Homewood
          Suites by Hilton, Hilton Garden Inn and Embassy Suites hotels. As of
          December 31, 1999, the Company has provided guarantees of $36 million
          on loans outstanding under the programs.

          OTHER
          Various lawsuits are pending against the Company. In management's
          opinion, disposition of these lawsuits is not expected to have a
          material effect on the Company's financial position or results of
          operations.

SUPPLEMENTAL FINANCIAL INFORMATION

          Promus Hotels, Inc. ("PHI") is a wholly-owned subsidiary of the
          Company that was acquired as part of the Promus acquisition on
          November 30, 1999. The Company's consolidated results reflect the
          operations of PHI only for the month of December 1999. Among other
          things, PHI holds the franchise license for many of the Company's
          franchised hotels, primarily Embassy Suites, Hampton Inn and Homewood
          Suites by Hilton brands. The following summarized financial
          information for PHI, as of and for the twelve months ended December
          31, reflects the push-down of purchase accounting in December 1999.

<TABLE>
<CAPTION>
          (IN MILLIONS)                                1997        1998          1999
         <S>                                        <C>        <C>           <C>
          ASSETS
          Current assets                                           $ 37            84
          Property and equipment, net                               427           323
          Other assets                                              409         1,090
                                                                --------      --------
                                                                   $873         1,497
                                                                --------      --------

          LIABILITIES
          Current liabilities                                      $ 86            84
          Notes payable                                             243             6
          Other long-term obligations                               119           111
                                                                --------      --------
                                                                    448           201
                                                                --------      --------
          Net assets                                               $425         1,296
                                                                ========      ========

          Revenues                                   $ 290          316           326
          Operating income                             104          166           192
          Net income                                    74           93            68
</TABLE>

<PAGE>

                REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF HILTON HOTELS CORPORATION:

          We have audited the accompanying consolidated balance sheets of Hilton
          Hotels Corporation (a Delaware corporation) and subsidiaries as of
          December 31, 1999 and 1998, and the related consolidated statements of
          income, stockholders' equity and cash flows for each of the three
          years in the period ended December 31, 1999. These financial
          statements are the responsibility of the Company's management. Our
          responsibility is to express an opinion on these financial statements
          based on our audits.

               We conducted our audits in accordance with auditing standards
          generally accepted in the United States. Those standards require that
          we plan and perform the audit to obtain reasonable assurance about
          whether the financial statements are free of material misstatement. An
          audit includes examining, on a test basis, evidence supporting the
          amounts and disclosures in the financial statements. An audit also
          includes assessing the accounting principles used and significant
          estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe that our audits provide a
          reasonable basis for our opinion.

               In our opinion, the financial statements referred to above
          present fairly, in all material respects, the financial position of
          Hilton Hotels Corporation and subsidiaries as of December 31, 1999 and
          1998 and the results of their operations and their cash flows for each
          of the three years in the period ended December 31, 1999, in
          conformity with accounting principles generally accepted in the United
          States.

          /s/ Arthur Andersen LLP
          Arthur Andersen LLP
          Los Angeles, California
          February 3, 2000

<PAGE>
                SUPPLEMENTARY FINANCIAL INFORMATION (UNAUDITED)

QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)     1ST QUARTER    2ND QUARTER     3RD QUARTER   4TH QUARTER            TOTAL
  1998
<S>                                                <C>             <C>             <C>           <C>               <C>
Revenue                                               $    366             457            450            496            1,769
EBITDA(1)                                                  122             173            150            151              596
Operating income                                            94             142            116            112              464
Income from continuing operations                           38              65             41             44              188
Income from discontinued
 gaming operations                                          39              41             38             (9)             109
Net income                                                  77             106             79             35              297

Basic EPS(2)
 Continuing operations                                $    .14             .25            .15            .17              .71
 Discontinued gaming operations                            .16             .16            .16           (.03)             .44
                                                     ---------         -------       --------       --------          --------
 Net income                                           $    .30             .41            .31            .14             1.15
                                                     ---------         -------       --------       --------          --------

Diluted EPS
 Continuing operations                                $    .14             .25            .15            .17              .71
 Discontinued gaming operations                            .15             .14            .15           (.03)             .41
                                                     ---------         -------       --------       --------          --------
 Net income                                           $    .29             .39            .30            .14             1.12
                                                     ---------         -------       --------       --------          --------

1999
Revenue                                               $    475             539            498            638            2,150
EBITDA(1)                                                  156             198            161            180              695
Operating income                                           116             154            114            111              495
Income from continuing operations                           42              66             42             26              176
Cumulative effect of accounting
 change, net of tax benefit                                 (2)             --             --             --               (2)
Net income                                                  40              66             42             26              174

Basic EPS(2)
 Continuing operations                                $    .16             .26            .16            .09              .66
 Cumulative effect of
   accounting change                                      (.01)             --             --             --             (.01)
                                                     ---------         -------       --------       --------          --------
 Net income                                           $    .15             .26            .16            .09              .65
                                                     ---------         -------       --------       --------          --------

Diluted EPS
 Continuing operations                                $    .16             .25            .16            .09              .66
 Cumulative effect of
   accounting change                                      (.01)             --             --             --             (.01)
                                                     ---------         -------       --------       --------          --------
 Net income                                           $    .15             .25            .16            .09              .65
                                                     =========         =======       ========       ========          ========
</TABLE>

  As of December 31, 1999 there were approximately 23,300 stockholders of
record.

(1)  EBITDA is earnings before interest, taxes, depreciation, amortization,
     pre-opening expense and non-cash items. EBITDA can be computed by adding
     depreciation, amortization, pre-opening expense, interest and dividend
     income from investments related to operating activities and non-cash
     items to operating income. EBITDA is presented supplementally because
     management believes it allows for a more complete analysis of results of
     operations. Non-cash items, such as asset write-downs and impairment
     losses, are excluded from EBITDA as these items do not impact operating
     results on a recurring basis. This information should not be considered
     as an alternative to any measure of performance as promulgated under
     generally accepted accounting principles, such as operating income or
     net income, nor should it be considered as an indicator of the overall
     financial performance of the Company. The Company's calculation of
     EBITDA may be different from the calculation used by other companies,
     and therefore comparability may be limited.

(2)  The sum of EPS for the four quarters may differ from the annual EPS due
     to the required method of computing weighted average number of shares in
     the respective periods.

<PAGE>

                SUPPLEMENTARY FINANCIAL INFORMATION (UNAUDITED)

GENERAL INFORMATION

<TABLE>
<CAPTION>
                                     YEAR ENDED DECEMBER 31, 1997      1998      1999
<S>                                                    <C>            <C>      <C>
  EBITDA (IN MILLIONS)
  EBITDA
   Operations                                                $561       660       768
   Corporate expense, net                                     (64)      (64)      (73)
                                                           -------    ------    ------
   Total EBITDA                                              $497       596       695
                                                           =======    ======    ======

  Reconciliation of operating income to EBITDA:
   Operating income                                          $395       464       495
   Pre-opening expense                                        --         --         2
   Non-cash items                                              (2)       --        --
   Operating interest and dividend income                     --         --         3
   Depreciation and amortization(1)                           104       132       195
                                                           -------    ------    ------
   EBITDA                                                    $497       596       695
                                                           =======    ======    ======

<CAPTION>
                                                             1998      1999     CHANGE
<S>                                                   <C>         <C>        <C>
  COMPARATIVE STATISTICAL INFORMATION(2)
  Hilton
   Occupancy                                               71.2 %    70.7 %    (.5)pts
   Average rate                                          $127.19   $130.60     2.7 %
   RevPAR                                                $ 90.54   $ 92.34     2.0 %
  Hilton Garden Inn
   Occupancy                                               64.0 %    65.9 %    1.9 pts
   Average rate                                          $ 91.00   $ 92.05     1.2 %
   RevPAR                                                $ 58.20   $ 60.63     4.2 %
  Doubletree(3)
   Occupancy                                               70.8 %    70.1 %    (.7)pts
   Average rate                                          $106.34   $108.01     1.6 %
   RevPAR                                                $ 75.31   $ 75.70      .5 %
  Embassy Suites
   Occupancy                                               72.5 %    73.1 %     .6 pts
   Average rate                                          $120.77   $121.49      .6 %
   RevPAR                                                $ 87.57   $ 88.84     1.5 %
  Homewood Suites by Hilton
   Occupancy                                               73.9 %    73.7 %    (.2)pts
   Average rate                                          $ 96.01   $ 95.01    (1.0)%
   RevPAR                                                $ 70.93   $ 69.98    (1.3)%
  Hampton Inn
   Occupancy                                               70.0 %    68.1 %   (1.9)pts
   Average rate                                          $ 68.57   $ 71.29     4.0 %
   RevPAR                                                $ 47.98   $ 48.57     1.2 %
  Other
   Occupancy                                               68.1 %    67.0 %   (1.1)pts
   Average rate                                          $ 98.38   $ 99.50     1.1 %
   RevPAR                                                $ 67.02   $ 66.70     (.5)%
</TABLE>

(1)  Includes proportionate share of unconsolidated affiliates.
(2)  Statistics are presented on a pro forma basis for both periods, as if
     the acquisition of Promus Hotel Corporation had been completed as of
     January 1, 1998. Statistics are for comparable hotels, and include only
     those hotels in the system as of December 31, 1999 which were owned,
     managed or franchised by Hilton since January 1, 1998.

(3)  Doubletree franchised hotels are not included in the statistical
     information.

<PAGE>

FIVE YEAR SUMMARY


<TABLE>
<CAPTION>
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)         YEAR ENDED DECEMBER  31, 1995      1996     1997         1998        1999
<S>                                                                    <C>            <C>        <C>         <C>         <C>
OPERATING DATA
REVENUE                                                                    $    715         947     1,475        1,769      2,150
INCOME
 Income from continuing operations                                         $     88         120       183          188        176
 Discontinued gaming operations                                                  85         (38)       67          109         --
 Cumulative effect of
   accounting change                                                             --          --        --           --         (2)
                                                                          ---------    --------   --------     --------   --------
 Net income                                                                $    173          82       250          297        174
                                                                          =========    ========   ========     ========   ========

BASIC EARNINGS PER SHARE
 Income from continuing operations                                         $    .46         .61       .68          .71        .66
 Discontinued gaming operations                                                 .44        (.20)      .27          .44         --
 Cumulative effect of
   accounting change                                                             --          --        --           --       (.01)
                                                                          ---------    --------   --------     --------   --------
 Net income                                                                $    .90         .41       .95         1.15        .65
                                                                          =========    ========   ========     ========   ========

DILUTED EARNINGS PER SHARE
 Income from continuing operations                                         $    .45         .61       .68          .71        .66
 Discontinued gaming operations                                                 .44        (.20)      .26          .41         --
 Cumulative effect of
   accounting change                                                             --          --        --           --       (.01)
                                                                          ---------    --------   --------     --------   --------
 Net income                                                                $    .89         .41       .94         1.12        .65
                                                                          =========    ========   ========     ========   ========

CASH DIVIDENDS PER COMMON SHARE                                            $    .30        .305       .32          .32        .08

Other Information
EBITDA
 Operations                                                                $    308         401       561          660        768
 Corporate expense, net                                                         (18)        (40)      (64)         (64)       (73)
                                                                          ---------    --------   --------     --------   --------
   Total                                                                   $    290         361       497          596        695
                                                                          =========    ========   ========     ========   ========

NUMBER OF PROPERTIES AT YEAR END
 Owned(1)                                                                        19          24        25           32         85
 Joint venture                                                                   14           7         7            5         56
 Leased                                                                          --          --        --           --         74
 Managed                                                                         24          28        27           24        185
 Franchised                                                                     162         172       180          188      1,352
                                                                          ---------    --------   --------     --------   --------
   Total                                                                        219         231       239          249      1,752
                                                                          =========    ========   ========     ========   ========

AVAILABLE ROOMS AT YEAR END
 Owned(1)                                                                    10,714      17,786    18,377       23,341     36,367
 Joint venture                                                               13,384       5,306     5,422        2,421     16,171
 Leased                                                                          --          --        --           --     12,681
 Managed                                                                     15,096      16,776    15,779       14,690     51,979
 Franchised                                                                  41,687      43,694    45,092       46,562    183,081
                                                                          ---------    --------   --------     --------   --------
   Total                                                                     80,881      83,562    84,670       87,014    300,279
                                                                          =========    ========   ========     ========   ========

</TABLE>

(1) Includes majority owned and controlled hotels.

<PAGE>

                             CORPORATE INFORMATION


BOARD OF DIRECTORS

Stephen F. Bollenbach(3,4)
PRESIDENT AND
CHIEF EXECUTIVE OFFICER

A. Steven Crown(1,2,3)
GENERAL PARTNER,
HENRY CROWN & COMPANY,
CHICAGO, ILLINOIS - DIVERSIFIED
MANUFACTURING OPERATIONS,
MARINE OPERATIONS AND REAL
ESTATE VENTURES

Peter M. George(1,2,3)
VICE CHAIRMAN AND GROUP
CHIEF EXECUTIVE - HILTON
GROUP PLC, AND CHAIRMAN -
HILTON INTERNATIONAL CO.,
HERTS, ENGLAND - HOTEL AND
GAMING COMPANY

Arthur M. Goldberg
PRESIDENT AND
CHIEF EXECUTIVE OFFICER,
PARK PLACE ENTERTAINMENT
CORPORATION, LAS VEGAS,
NEVADA - CASINO GAMING COMPANY

Barron Hilton(3)
CHAIRMAN

Dieter H. Huckestein
EXECUTIVE VICE PRESIDENT,
HILTON HOTELS CORPORATION,
AND PRESIDENT - HOTEL
DIVISION

Robert L. Johnson(1,2,3,4)
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER,
BET HOLDINGS, INC.,
WASHINGTON, D.C. -
DIVERSIFIED MEDIA HOLDING
COMPANY, CHAIRMAN AND
PRESIDENT OF DISTRICT
CABLEVISION, INC.

Benjamin V. Lambert(1,3)
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER,
EASTDIL REALTY COMPANY,
L.L.C., NEW YORK -REAL
ESTATE INVESTMENT BANKERS

John H. Myers
PRESIDENT AND
CHIEF EXECUTIVE OFFICER,
GENERAL ELECTRIC ASSET
MANAGEMENT INCORPORATED,
STAMFORD, CONNECTICUT - A
WHOLLY-OWNED SUBSIDIARY OF
GENERAL ELECTRIC COMPANY

John L. Notter(1,2,3)
CHAIRMAN,
SWISS AMERICAN INVESTMENT
CORP. - AN INVESTMENT FIRM,
AND CHAIRMAN, WESTLAKE
PROPERTIES, WESTLAKE VILLAGE,
CALIFORNIA - A HOTEL AND REAL
ESTATE DEVELOPMENT COMPANY

Judy L. Shelton (1,2,3)
ECONOMIST, SPECIALIZING IN
INTERNATIONAL MONEY, FINANCE
AND TRADE ISSUES, MARSHALL,
VIRGINIA, AND PROFESSOR OF
INTERNATIONAL FINANCE AT THE
DUXX ESCUELA DE GRADUADOS
EN LIDERAZGO EMPRESERIAL, IN
MONTERREY, MEXICO

Donna F. Tuttle(1,2,3,4)
PRESIDENT, KORN TUTTLE
CAPITAL GROUP, LOS ANGELES,
CALIFORNIA - FINANCIAL
CONSULTING AND INVESTMENTS FIRM

Peter V. Ueberroth
MANAGING DIRECTOR,
CONTRARIAN GROUP, INC.,
NEWPORT BEACH, CALIFORNIA - A
BUSINESS MANAGEMENT COMPANY,
AND CO-CHAIRMAN,
PEBBLE BEACH COMPANY, PEBBLE
BEACH, CALIFORNIA -
A GOLF MANAGEMENT COMPANY

Sam D. Young, Jr.(1,2,3)
CHAIRMAN, TRANS-WEST
ENTERPRISES, INC.,
EL PASO, TEXAS -
AN INVESTMENT COMPANY

(1) Members of the Audit Committee
(2) Members of the Compensation Committee
(3) Members of the Nominating Committee
(4) Members of the Diversity Committee

CORPORATE EXECUTIVE OFFICERS

Stephen F. Bollenbach
PRESIDENT AND
CHIEF EXECUTIVE OFFICER

Thomas E. Gallagher
EXECUTIVE VICE PRESIDENT,
CHIEF ADMINISTRATIVE OFFICER,
GENERAL COUNSEL AND
SECRETARY

Matthew J. Hart
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER

Dieter H. Huckestein
EXECUTIVE VICE PRESIDENT -
HILTON HOTELS CORPORATION,
AND PRESIDENT -
HOTEL DIVISION

Thomas L. Keltner
EXECUTIVE VICE PRESIDENT -
HILTON HOTELS CORPORATION,
AND PRESIDENT - FRANCHISE
HOTEL GROUP

CORPORATE SENIOR OFFICERS

Mariel C. Albrecht
SENIOR VICE PRESIDENT AND
TREASURER

Marc A. Grossman
SENIOR VICE PRESIDENT -
CORPORATE AFFAIRS

James T. Harvey
SENIOR VICE PRESIDENT AND
CHIEF INFORMATION OFFICER

Dorothy Hayden-Watkins
SENIOR VICE PRESIDENT -
DIVERSITY

Robert M. La Forgia
SENIOR VICE PRESIDENT AND
CONTROLLER

Molly McKenzie-Swarts
SENIOR VICE PRESIDENT -
HUMAN RESOURCES

Stevan D. Porter
SENIOR VICE PRESIDENT -
HILTON HOTELS CORPORATION,
AND EXECUTIVE VICE PRESIDENT
- HOTEL DIVISION
- HOTEL OPERATIONS

Hilmar A. Rosenast
SENIOR VICE PRESIDENT -
HILTON HOTELS CORPORATION,
AND EXECUTIVE VICE PRESIDENT
- HOTEL DIVISION
- SELECT HOTELS


GENERAL INFORMATION

Hilton Hotels
Corporation
WORLD HEADQUARTERS
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CA 90210
310.278.4321

Transfer Agent and
Registrar for Common
Stock
CHASEMELLON
SHAREHOLDER SERVICES, L.L.C.
85 CHALLENGER ROAD
OVERPECK CENTRE
RIDGEFIELD PARK, NJ 07660
www.chasemellon.com
1.888.224.2751
FOR THE HEARING IMPAIRED:
1.800.231.5469

Independent Public
Accountants
ARTHUR ANDERSEN LLP

Form 10-K
STOCKHOLDERS WISHING TO
RECEIVE A COPY OF THE
COMPANY'S ANNUAL REPORT
ON FORM 10-K, AS FILED WITH
THE SECURITIES AND EXCHANGE
COMMISSION, EXCLUSIVE OF THE
EXHIBITS THERETO, MAY DO SO
WITHOUT CHARGE BY WRITING TO
INVESTOR RELATIONS,
HILTON HOTELS CORPORATION,
9336 CIVIC CENTER DRIVE,
BEVERLY HILLS, CA 90210.

Annual Meeting
THE ANNUAL MEETING OF STOCKHOLDERS
IS SCHEDULED TO BE HELD
AT THE BEVERLY HILTON,
9876 WILSHIRE BOULEVARD,
BEVERLY HILLS, CALIFORNIA, ON
MAY 11, 2000 AT 10:00 A.M.

Hotel Reservation Information
1.800.HILTONS

Visit our website at:
www.hilton.com


The following service marks used in this annual report are owned by Hilton
Hospitality, Inc.; Hilton,-Registered Trademark- Doubletree,-Registered
Trademark- Embassy Suites,-Registered Trademark- Hampton Inn,-Registered
Trademark- Hampton Inn & Suites,-Registered Trademark- Homewood
Suites-Registered Trademark- by Hilton, Conrad International,-Registered
Trademark- Red Lion,-Registered Trademark- and HHonors.-Registered
Trademark-