SecProbe.io

October 10, 2013

Via E -mail
Kevin J. Jacobs
Executive Vice President and Chief Financial Officer
Hilton Worldwide Holdings Inc.
7930 Jones Branch Drive, Suite 1100
McLean, VA  22102

Re: Hilton Worldwide Holdings Inc.
 Registration  Statement on Form S -1
 Filed September 12, 2013
 File No. 333 -191110

Dear Mr. Jacobs:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumst ances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. You disclose on page 29 that the hotels you own or manage “may provide services to
persons subject to sanctions” administered by the Office of Foreign Assets Control
(“OFAC”) and that when you have identified potential violations of sanctions, you ha ve
“taken appropriate remedial action including filing voluntary disclosures to OFAC.”   You
disclose on page 51 that your management conducts business in geographic regions that
include Cuba, Iran, Sudan and Syria.   Additionally, your website lists contact  information
for “development professionals” for countries including Cuba, Iran, North Sudan and
Syria.   Finally, your website's Reservations and Customer Care section provides a phone
number for Syria.

Kevin J. Jacobs
Hilton Worldwide Holdings Inc.
October 10 , 2013
Page 2

 Cuba, Iran, Sudan and Syria are designated by the U.S. Department of State as state
sponsors of terrorism and are subject to U.S. economic sanctions and export
controls.   Please describe to us the nature and extent of your past, current, and anticipated
contacts with Cuba, Iran, Sudan and Syria, whether t hrough subsidiaries, affiliates,
partners or other direct or indirect arrangements.   Your response should describe any
services or technology you have provided to or received from Cuba, Iran, Sudan or Syria,
directly or indirectly, and any agreements, comm ercial arrangements, or other contacts
you have had with the governments of those countries or entities controlled by their
governments.

2. Please discuss the materiality of any contacts with Cuba, Iran, Sudan and Syria described
in response to the foregoing  comment, and whether those contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for th e last three fiscal years and the subsequent interim period.   Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities  upon a company’s reputation and share value.   Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated sta te sponsors of terrorism.   Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Cuba, Iran, Sudan and Syria.

3. Please provide us with  copies  of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to pro spective investors prior to our review.

4. Please provide us with support for all quant itative and qualitative business and industry
data used in the registration statement.  The requested information should be filed as
EDGAR correspondence or, alternatively , should be sent in paper form accompanied by a
cover letter indicating that the material is being provided pursuant to Securities Act Rule
418 and that such material should be returned to the registrant upon completion of the
staff review process.

Prospe ctus Summary, page 1

5. We note that this section appears identical or substantially similar to pages 94 -100 of the
Business section.  Please note that the Summary should not merely repeat the text of the
prospectus but should provide a brief overview of the  key aspects of the offering.  Please
revise to identify those aspects of the offering that are the most significant.  Please refer
to Item 503(a) of Regulation S -K.

Kevin J. Jacobs
Hilton Worldwide Holdings Inc.
October 10 , 2013
Page 3

 Hilton Worldwide , page 1

6. We note your reference in the summary and business sections , to rooms under
construction and hotels in your development pipeline. Please revise your disclosure to
clarify whether you are referring to rooms or hotels under your management and
franchise segment or to those in which you have an ownership interest.

Refinancing Transactions, page 10

7. To the extent that any relevant terms of the new borrowings under your refinancing
transactions are known, although not necessarily finalized, please disclose  such material
terms including related interest rates, maturity dates, collateral requirements (if any), and
any other material terms.

Summary Historical Financial Data, page 13

8. We note you present certain Summary Data for the Twelve Months Ended June 30, 2013
and various results for that period throughout your filin g.  Except for statistical data,
please tell us how you determined it was appropriate to present financial information for
the twelve months ended June 30, 2013.  Please revise to remove this financial
information or advise.

9. We note you have presented a  line item titled ‘Total debt’ which excludes non -recourse
debt and capital lease obligations of consolidated variable interest entities.  Please revise
the title of this line item or revise the amount to include the debt you have excluded.

Risk Factors , page 17

10. Please expand your risk factor disclosure to describe the cybersecurity risks that you face
or tell us why you believe such disclosure is unnecessary.  If you have experienced any
cyber attacks in the past, please state that fact in any addition al risk factor disclosure in
order to provide the proper context.  Please refer to the Division of Corporation Finance’s
Disclosure Guidance Topic No. 2 at
http://www.sec.gov/divisions/corpfin/guidance/cfguidance -topic2.htm for additional
information.

Risks Relating to Our Indebtedness, page 36

11. Please revise your risk factor to break out the amount of debt maturing on a yearly basis
for each of the next 3 years.

Kevin J. Jacobs
Hilton Worldwide Holdings Inc.
October 10 , 2013
Page 4

 12. Please revise your risk factors related to your indebtedness to provide more quantitative
information regarding the impact your indebtedness may have on your access to capital
through the application of the restrictive covenants in your Secured Debt.   With respect to
any covenant that is reasonably likely to limit your access to capital or trig ger an
acceleration of your indebtedness, please disclose the minimum ratios required and your
most recent levels of compliance.  Please provide similar disclosure in the “Debt” section
on page 84.

Use of Proceeds, page 44

13. We note your disclosure on page  44 that you intend to use the net proceeds from this
offering to repay certain of your then outstanding indebtedness and that any remaining
net proceeds will be used for general corporate purposes.  Please revise to provide the
approximate amount intended  to be used for each such purpose.  In addition, if any
material part of the proceeds is to be used to discharge indebtedness, please revise to set
forth the interest rate and maturity of such indebtedness.  Furthermore, if the
indebtedness to be discharge d was incurred within one year, please revise to describe the
use of the proceeds of such indebtedness other than short -term borrowings used for
working capital. Also advise us whether the debt is held by a related party.  Please refer
to Item 504 of R egulation S -K.

Capitalization, page 46

14. Please tell us how you determined it was appropriate to include your restricted cash and
cash equivalents within your capitalization table.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
51

System Growth and Pipeline, page 52

15. We note your disclosure that as of June 30, 2013 you had a total of 1,007 hotels in your
development pipeline and that 52.4% of your development pipeline is under construction.
To the extent you  have material developments in your portfolio, please revise your
disclosure to include a summary of anticipated completion dates.  In addition, please
clarify the amount of hotels in your development pipeline that are under your
management and franchise s egment compared to those in which you will hold an
ownership interest.

Principal Components and Factors Affecting our Results of Operations, page 52

16. We note your disclosure regarding the management and franchise agreements.  In the
MD& A or business section, please discuss in greater detail the principal terms of the
management and franchise agreements.

Kevin J. Jacobs
Hilton Worldwide Holdings Inc.
October 10 , 2013
Page 5

 Key Business and Financial Metrics Used by Management, page 56

Comparable Hotels, page 56

17. We note your disclosure regarding how you define your comparable hotels.  Please revise
your disclosure to clarify how many hotels have been removed from this pool in the last
year for sustaining substantial property damage, business interruption, undergoing large -
scale capital projects, or for wh ich comparable results are not available.

Capital Expenditures, page 84

18. Please tell us if you capitalize d personnel  costs to  property and equipment, inventory, or
other intangible assets (i.e. software capitalization costs).  T o the extent material, plea se
separately quantify and disclose personnel costs capitalized to property and equipment,
inventory, and other intangible assets  for all periods presented and discuss fluctuations in
capitalized personnel costs for all periods presented within your MD&A.

Contractual Obligations, page 85

19. Please revise your tabular disclosure of contractual obligations to provide it in the format
required by Item 303(a)(5) of Regulation S -K.  For example purposes only, please
present the payments due by period to the fol lowing periods: less than 1 year, 1 -3 years,
3-5 years, and more than 5 years or advise.

Business, page 94

Our Competitive Strengths, page 97

20. We note your disclosure on page 97 that Smith Travel Research collects and compiles the
data used to calculate the RevPAR Index.   Please revise your disclosure in this section to
identify the hotel brands most frequently included in your hotels’ RevPAR Ind ex.  In
addition, please revise to clarify whether you exercise discretion in selecting the
properties included in the RevPAR Index.

Management, page 119

21. Please revise your biographical disclosure to provide the specific dates for each position
held.  Pl ease refer to Item 401(e) of Regulation S -K.

Kevin J. Jacobs
Hilton Worldwide Holdings Inc.
October 10 , 2013
Page 6

 Security Ownership of Certain Beneficial Owners and Management, page 158

22. We note you indicate in the beneficial ownership table on page 158 that the “directors
and executive officers as a group” are comprise d of 14 persons.  We further note that
only 13 people are listed in the table.  Please refer to Item 403(b) of Regulation S -K and
revise or advise.

Exclusive Forum, page 166

23. We note your disclosure under the heading Exclus ive Forum on page 166.  Please
disclose that although you have included a choice of forum clause in your restated
certificate of incorporation, it is possible that a court could rule that such provision is
inapplicable or unenforceable.

Underwriting, page 173

24. We note your disc losure on page 176 that certain of the underwriters and their affiliates
have performed various financial advisory and investment banking services for you.
Please revise to disclose any historical banking and commercial dealings between the
underwriters a nd the company, the sponsor and its affiliates.

Consolidated Financial Statements

Consolidated Statements of Equity (Deficit), page F -7

25. Please tell us and revise your filing to disclose the nature of the adjustment to your
Consolidated Statements of Equity (Deficit) for the impact from the adoption of a new
accounting standard.

Notes to Consolidated Financial Statements, page F -8

Note 2: Basis of Presentation and Summary of Significant Accounting Policies, page F -8

Summary of Significant Accounting Policies, page F -9

26. Please revise your filing to include your accounting policy for share -based payments.

Revenue Recognition, page F -9

27. For your owned and leased hotel revenues, please revise your filing to separately disclose
the amount of revenues derived from room rentals and from food and beverage sales.

Kevin J. Jacobs
Hilton Worldwide Holdings Inc.
October 10 , 2013
Page 7

 Self-Insurance, page F -16

28. We note you have a captive insurance subsidiary.  F or each year that income statement is
presented, please disclose incurred claims and claim adjustment expenses with separate
disclosure of the provision for insured events of the current fiscal year and of increases or
decreases in the provision for insure d events of prior fiscal years.

Note 5: Inventories, page F -19

29. Please tell us if there were any changes in estimates in your model that calculates the
relative sales value method of costing your timeshare sales and relieving inventory.   To
the extent yo u had such changes, please revise your filing to disclose the impact to
timeshare inventory.

Note 15: Derivative Instruments and Hedging Activities, page F -28

30. It does not appear that you have any derivatives that are designated as hedging
instruments as  of December 31, 2012.  Please tell us the nature of the deferred gains from
derivatives in AOCI.

Note 18: Income Taxes, page F -32

31. Please tell us the nature of the foreign deferred tax assets that resulted in an additional
valuation allowance during 2012.  Your response should address when the related foreign
deferred tax assets were initially recorded.  To the extent the related foreign deferred tax
assets existed as of December 31, 2011, please tell us what changed during 2012 that
resulted in a nee d for a valuation allowance.

32. In light of your receipt of Notices of Proposed Adjustment from the IRS, please tell us
how you determined that it was not necessary to accrue the amount of the proposed
adjustments sought by the IRS.

Item 16.  Exhibits and Financial Statement Schedules, page II -2

33. We note you indicate that a number of your exhibits are to be filed by amendment.
Please file all required exhibits as promptly as possible.  If you are not in a position to file
your legal opinion w ith the next amendment, please file a draft copy on EDGAR as
correspondence.

34. We note the exhibit list includes “form of” agreements.  In particular, we note the Form
of Charter and Form of Bylaws.  Please refer to Item 601 of Regulation S -K and advise
us if you do not intend on filing final, executed agreements prior to effectiveness of the
registration statement.

Kevin J. Jacobs
Hilton Worldwide Holdings Inc.
October 10 , 2013
Page 8

35. Please file your loan agreements as exhibits or advise.  See Item 601(b) of Regulation S -
K.

We urge all persons who are responsible for the accuracy and adequacy of