G Check all that apply: Initial return Initial return of a former public charity D 1. Foreign organizations, check here ~~

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1 Form Department of the Treasury Internal Revenue Service For calendar year 2016 or tax year beginning Name of foundation Number and street (or P.O. box number if mail is not delivered to street address) Check if the foundation is not required to attach Sch. B Interest on savings and temporary cash investments ~~~~~~~~~~~~~~ Room/suite OMB No Open to Public Inspection City or town, state or province, country, and ZIP or foreign postal code C If exemption application is pending, check here ~ b Net rental income or (loss) 6a Net gain or (loss) from sale of assets not on line 10 ~~ Gross sales price for all b assets on line 6a ~~ 1,474,824, Capital gain net income (from Part IV, line 2) ~~~~~ 8 Net short-term capital gain ~~~~~~~~~ 9 Income modifications~~~~~~~~~~~~ Gross sales less returns 10a and allowances ~~~~ b Less: Cost of goods sold ~ Compensation of officers, directors, trustees, etc. ~~~ a Excess of revenue over expenses and disbursements b Net investment income (if negative, enter -0-) ~~~ c Adjusted net income (if negative, enter -0-) or Section 4947(a)(1) Trust Treated as Private Foundation Do not enter social security numbers on this form as it may be made public. Information about Form 990-PF and its separate instructions is at and ending A Employer identification number B Telephone number G Check all that apply: Initial return Initial return of a former public charity D 1. Foreign organizations, check here ~~ Final return Amended return 2. Foreign organizations meeting the 85% test, Address change Name change check here and attach computation ~~~~ H Check type of organization: Section 501(c)(3) exempt private foundation E If private foundation status was terminated Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation under section 507(b)(1)(A), check here ~ I Fair market value of all assets at end of year J Accounting method: Cash Accrual F If the foundation is in a 60-month termination (from Part II, col. (c), line 16) Other (specify) under section 507(b)(1)(B), check here ~ $ 2,692,285,541. (Part I, column (d) must be on cash basis.) Part I Analysis of Revenue and Expenses (d) Disbursements (The total of amounts in columns (b), (c), and (d) may not (a) Revenue and (b) Net investment (c) Adjusted net for charitable purposes necessarily equal the amounts in column (a).) expenses per books income income (cash basis only) Revenue Operating and Administrative Expenses a Gross rents ~~~~~~~~~~~~~~~~ 11 c Gross profit or (loss) ~~~~~~~~~~~~ 12 Total. Add lines 1 through Pension plans, employee benefits ~~~~~~ 16a Legal fees~~~~~~~~~~~~~~~~~ STMT 3 b Accounting fees ~~~~~~~~~~~~~~ STMT 4 c Other professional fees ~~~~~~~~~~~ STMT PF CONRAD N. HILTON FOUNDATION AGOURA ROAD AGOURA HILLS, CA Contributions, gifts, grants, etc., received ~~~ Dividends and interest from securities~~~~~ Other income ~~~~~~~~~~~~~~~ Other employee salaries and wages ~~~~~~ Interest ~~~~~~~~~~~~~~~~~~ Taxes~~~~~~~~~~~~~~~~~~~ STMT 6 Depreciation and depletion ~~~~~~~~~ Occupancy ~~~~~~~~~~~~~~~~ Travel, conferences, and meetings Printing and publications ~~~~~~~~~~ Other expenses ~~~~~~~~~~~~~~ STMT 7 Total operating and administrative expenses. Add lines 13 through 23 ~~~~~ Total expenses and disbursements. ~~~~~~ Contributions, gifts, grants paid ~~~~~~~ Add lines 24 and 25 Subtract line 26 from line 12: LHA ETENDED TO NOVEMBER 15, 2017 Return of Private Foundation For Paperwork Reduction Act Notice, see instructions. ~ 15,805, ,817, ,717, ,891, ,116, STATEMENT 1 9,797,265. 7,053,712. STATEMENT 2 171,311, ,887,159. 3,451,022. 1,621,937. 1,835,452. 8,021,736. 3,200,578. 4,812,292. 3,092, ,387. 1,486, , , , ,173. 7, ,347. 2,981,570. 2,834, ,939. 7,374, , ,788. 2,001, ,456. 1,599, ,923. 1,254,896. 1,420, ,236. 1,238, , , ,587. 5,339, ,689,405. 3,461, ,857, ,118, ,819, ,052, ,524, ,910, ,118, ,344, ,401, ,768,835. (818) N/A N/A Form 990-PF (2016)

2 Form 990-PF (2016) Part II Assets Liabilities Net Assets or Fund Balances Other notes and loans receivable ~~~~~~~~ Investments - land, buildings, and equipment: basis Less: accumulated depreciation Attached schedules and amounts in the description column should be for end-of-year amounts only. 9 Prepaid expenses and deferred charges ~~~~~~~~~~~~~ 10a Investments - U.S. and state government obligations ~~~~~~~ STMT 8 b Investments - corporate stock ~~~~~~~~~~~~~~~~~ STMT c Investments - corporate bonds ~~~~~~~~~~~~~~~~~ Total assets (to be completed by all filers - see the Loans from officers, directors, trustees, and other disqualified persons 23 Total liabilities (add lines 17 through 22) Part III Balance Sheets Cash - non-interest-bearing Savings and temporary cash investments Accounts receivable Less: allowance for doubtful accounts Pledges receivable Less: allowance for doubtful accounts Foundations that follow SFAS 117, check here and complete lines 24 through 26 and lines 30 and 31. Foundations that do not follow SFAS 117, check here and complete lines 27 through 31. Total net assets or fund balances~~~~~~~~~~~~~~~~ Total liabilities and net assets/fund balances ~~~~~~~~~~~~~~~~~~ ~~~~~~~~~~~~ Grants receivable ~~~~~~~~~~~~~~~~~~~~~~~ Receivables due from officers, directors, trustees, and other disqualified persons ~~~~~~~~~~~~~~~~~~~~~~ Less: allowance for doubtful accounts Inventories for sale or use ~~~~~~~~~~~~~~~~~~~ ~~ ~~~~~~~~ Investments - mortgage loans ~~~~~~~~~~~~~~~~~ Investments - other ~~~~~~~~~~~~~~~~~~~~~~ STMT 10 Land, buildings, and equipment: basis Less: accumulated depreciation ~~~~~~~~ Other assets (describe STATEMENT 11 ) instructions. Also, see page 1, item I) Accounts payable and accrued expenses ~~~~~~~~~~~~~ Grants payable ~~~~~~~~~~~~~~~~~~~~~~~~ Deferred revenue ~~~~~~~~~~~~~~~~~~~~~~~ Mortgages and other notes payable Other liabilities (describe Unrestricted CONRAD N. HILTON FOUNDATION ~~~~ ~~~~~~~~~~~~~~~ ~~~~ 41,931,731. 7,373,354. ~~~~~~~~~~~~~~~~~~~~~~~~~ Temporarily restricted ~~~~~~~~~~~~~~~~~~~~~ Permanently restricted~~~~~~~~~~~~~~~~~~~~~ Capital stock, trust principal, or current funds ~~~~~~~~~~~ Paid-in or capital surplus, or land, bldg., and equipment fund ~~~~ Retained earnings, accumulated income, endowment, or other funds ~ ~ Analysis of Changes in Net Assets or Fund Balances 9 9 ) Beginning of year End of year (a) Book Value (b) Book Value (c) Fair Market Value Page ,458, ,566, ,566, ,974, ,008, ,008, ,418, ,954, ,954,711. 2,004,646,536. 1,985,671,862. 1,985,671, ,850, ,558, ,558, ,603, ,524, ,524,654. 2,636,951,971. 2,692,285,541. 2,692,285,541. 4,406,052. 5,881, ,714, ,242, ,120, ,123,936. 2,524,831,194. 2,577,161,605. 2,524,831,194. 2,577,161,605. 2,636,951,971. 2,692,285, Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) ~~~~~~~~~~~~~~~~~~~~~~~~~~~ Enter amount from Part I, line 27a ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Other increases not included in line 2 (itemize) UNREALIZED GAINS ON INVESTMENTS Add lines 1, 2, and 3 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Decreases not included in line 2 (itemize) Total net assets or fund balances at end of year (line 4 minus line 5) - Part II, column (b), line ,524,831, ,401, ,929,010. 2,577,161, ,577,161,605. Form 990-PF (2016)

3 Form 990-PF (2016) Page 3 Part IV Capital Gains and Losses for Tax on Investment Income SEE ATTACHED STATEMENTS (a) List and describe the kind(s) of property sold (e.g., real estate, (b) How acquired (c) Date acquired (d) Date sold P - Purchase 2-story brick warehouse; or common stock, 200 shs. MLC Co.) D - Donation (mo., day, yr.) (mo., day, yr.) 1a b c d e a b c d e a b c d e (e) Gross sales price (f) Depreciation allowed (g) Cost or other basis (h) Gain or (loss) (or allowable) plus expense of sale (e) plus (f) minus (g) Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l) Gains (Col. (h) gain minus (j) Adjusted basis (k) Excess of col. (i) col. (k), but not less than -0-) or (i) F.M.V. as of 12/31/69 Losses (from col. (h)) as of 12/31/69 over col. (j), if any If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) If (loss), enter -0- in Part I, line 7 ~~~~~~ 2 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c). If (loss), enter -0- in Part I, line 8 3 Part V Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.) If section 4940(d)(2) applies, leave this part blank. Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part. 1 Enter the appropriate amount in each column for each year; see the instructions before making any entries. (a) (b) (c) Base period years Calendar year (or tax year beginning in) Adjusted qualifying distributions Net value of noncharitable-use assets CONRAD N. HILTON FOUNDATION rqs pmo pmo ,474,824,865. 1,394,708, ,116, ,116,013. ~~~~~~~~~~~~~~~~ Yes No (d) Distribution ratio (col. (b) divided by col. (c)) 123,208,917. 2,677,890, ,058,914. 2,447,701, ,195,474. 2,220,090, ,706,441. 2,130,495, ,977,307. 2,171,396, N/A 80,116, Total of line 1, column (d) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 2 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Enter the net value of noncharitable-use assets for 2016 from Part, line 5 ~~~~~~~~~~~~~~~~~~~~~ 4 2,594,049, Multiply line 4 by line 3 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 5 123,523, Enter 1% of net investment income (1% of Part I, line 27b) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 6 737, Add lines 5 and 6 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 7 124,261, Enter qualifying distributions from Part II, line 4~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions ,403,020. Form 990-PF (2016)

4 Form 990-PF (2016) Page 4 Part VI Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or see instructions) 1a Exempt operating foundations described in section 4940(d)(2), check here and enter "N/A" on line b Domestic foundations that meet the section 4940(e) requirements in Part V, check here (attach copy of letter if necessary-see instructions) c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b). Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ~~~~~~~~~~~~~~~~~ a 2016 estimated tax payments and 2015 overpayment credited to 2016 ~~~~~~~~ b Exempt foreign organizations - tax withheld at source ~~~~~~~~~~~~~~~~ c Tax paid with application for extension of time to file (Form 8868) d Backup withholding erroneously withheld ~~~~~~~~~~~~~~~~~~~~~ Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached ~~~~~~~~~~~~~ 8 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed ~~~~~~~~~~~~~~~~~~~~ 9 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid Enter the amount of line 10 to be: Credited to 2017 estimated tax Refunded 11 Part VII-A Statements Regarding Activities 1a During the tax year, did the foundation attempt to influence any national, state, or local legislation or did it participate or intervene in b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see instructions for the definition)? ~~~~ If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials published or distributed by the foundation in connection with the activities. c Did the foundation file Form 1120-POL for this year? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: (1) On the foundation. $ (2) On foundation managers. $ e Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed on foundation b If "Yes," has it filed a tax return on Form 990-T for this year? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 8a Enter the states to which the foundation reports or with which it is registered (see instructions) 9 10 Date of ruling or determination letter: of Part I, line 27b~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes," attach a detailed description of the activities. bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes ~~~~~~~~~~~~~~~~~~~~~ If "Yes," attach the statement required by General Instruction T. and enter 1% Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) ~~~~~~~~~ Add lines 1 and 2 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) ~~~~~~~~ Credits/Payments: ~~~~~~~~~~ Total credits and payments. Add lines 6a through 6d ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ any political campaign? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ managers. $ Has the foundation engaged in any activities that have not previously been reported to the IRS? ~~~~~~~~~~~~~~~~~~~~ Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or 4a Did the foundation have unrelated business gross income of $1,000 or more during the year? ~~~~~~~~~~~~~~~~~~~~~ Was there a liquidation, termination, dissolution, or substantial contraction during the year? ~~~~~~~~~~~~~~~~~~~~~~ Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either: By language in the governing instrument, or By state legislation that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c), and Part V ~~~~~ CA,NV CONRAD N. HILTON FOUNDATION 0. b If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney General (or designate) of each state as required by General Instruction G? If "No," attach explanation ~~~~~~~~~~~~~~~~~~~~~~~~~ Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3) or 4942(j)(5) for calendar year 2016 or the taxable year beginning in 2016 (see instructions for Part IV)? If "Yes," complete Part IV ~~~~~~~~~~~~~~ Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names and addresses 6a 6b 6c 6d 2,750, pnmno 4,320,643. 2,700, a 1b 1c 2 3 4a 4b b 10 Form 990-PF (2016) 9 737, , ,688. 7,020,643. 6,282,955. 3,532,955. Yes No

5 Form 990-PF (2016) Part VII-A Statements Regarding Activities a During the year did the foundation (either directly or indirectly): 2 (1) (2) (3) (4) (5) (6) Agree to pay money or property to a government official? ( Exception. Check "No" b If any answer is "Yes" to 1a(1)-(6), did any of the acts fail to qualify under the exceptions described in Regulations c Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts, that were not corrected a At the end of tax year 2016, did the foundation have any undistributed income (lines 6d and 6e, Part III) for tax year(s) beginning b Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2) (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(a)(2) to all years listed, answer "No" and attach c If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here. 3a (continued) At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the meaning of section 512(b)(13)? If "Yes," attach schedule (see instructions) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ STATEMENT 13 STATEMENT 14 STMT 15 Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had advisory privileges? If "Yes," attach statement (see instructions) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the foundation comply with the public inspection requirements for its annual returns and exemption application? ~~~~~~~~~~~ Website address The books are in care of Located at See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes," enter the name of the foreign country SEE STATEMENT 12 Part VII-B Statements Regarding Activities for Which Form 4720 May Be Required File Form 4720 if any item is checked in the "Yes" column, unless an exception applies. Engage in the sale or exchange, or leasing of property with a disqualified person? Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? ~~~~~~~~~~~~~~ ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Furnish goods, services, or facilities to (or accept them from) a disqualified person? Pay compensation to, or pay or reimburse the expenses of, a disqualified person? Transfer any income or assets to a disqualified person (or make any of either available ~~~~~~~~~~~~~ ~~~~~~~~~~~~~~ for the benefit or use of a disqualified person)?~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ if the foundation agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days.) ~~~~~~~~~~~~~~~~~~~~~ Telephone no. b If "Yes," did it have excess business holdings in 2016 as a result of (1) any purchase by the foundation or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3) the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine if the foundation had excess business holdings in 2016.) ~~~~~~~~~~~~~~~~~~~~~~ 4a Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes? ~~~~~~~~~~~~~ b Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2016? 4b Form 990-PF (2016) Yes Yes Yes Yes Yes Yes Yes Yes ZIP+4 section (d)-3 or in a current notice regarding disaster assistance (see instructions)? ~~~~~~~~~~~~~~~~~~~~~ Organizations relying on a current notice regarding disaster assistance check here ~~~~~~~~~~~~~~~~~~~~~ before the first day of the tax year beginning in 2016?~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private operating foundation defined in section 4942(j)(3) or 4942(j)(5)): CONRAD N. HILTON FOUNDATION MONICA EMERSON AGOURA ROAD, AGOURA HILLS, CA Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form Check here ~~~~~~~~~~~~~~~~~~~~~~~ and enter the amount of tax-exempt interest received or accrued during the year ~~~~~~~~~~~~~~~~~~~ 15 N/A At any time during calendar year 2016, did the foundation have an interest in or a signature or other authority over a bank, Yes No securities, or other financial account in a foreign country? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 16 before 2016? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes," list the years,,, statement - see instructions.) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~,,, Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ No No No No No No No No (818) N/A 1b 1c 2b 3b 4a Yes Yes Page 5 No No

6 Form 990-PF (2016) Part VII-B Statements Regarding Activities for Which Form 4720 May Be Required 5a During the year did the foundation pay or incur any amount to: (1) (2) (3) (4) (5) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? ~~~~~~~~~~~~~ Influence the outcome of any specific public election (see section 4955); or to carry on, directly or indirectly, any voter registration drive? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Provide a grant to an individual for travel, study, or other similar purposes? Provide a grant to an organization other than a charitable, etc., organization described in section 4945(d)(4)(A)? (see instructions) b If any answer is "Yes" to 5a(1)-(5), did any of the transactions fail to qualify under the exceptions described in Regulations c If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the tax because it maintained expenditure responsibility for the grant?~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ SEE STATEMENT 16 If "Yes," attach the statement required by Regulations section (d). 6a Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on b Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ~~~~~~~~~~~~~~~~ If "Yes" to 6b, file Form a At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? ~~~~~~~~~ b If "Yes," did the foundation receive any proceeds or have any net income attributable to the transaction? Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 List all officers, directors, trustees, foundation managers and their compensation. (a) Name and address ~~~~~~~~~~~~~~~~~ ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ (b) Title, and average hours per week devoted to position (continued) section or in a current notice regarding disaster assistance (see instructions)? ~~~~~~~~~~~~~~~~~~~~~~~~ Organizations relying on a current notice regarding disaster assistance check here ~~~~~~~~~~~~~~~~~~~~~ a personal benefit contract? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ SEE STATEMENT 17 2 Compensation of five highest-paid employees (other than those included on line 1). If none, enter "NONE." (b) Title, and average (a) Name and address of each employee paid more than $50,000 hours per week (c) Compensation devoted to position SEE STATEMENT 18 CONRAD N. HILTON FOUNDATION Yes Yes Yes Yes Yes Yes Yes Yes N/A (c) Compensation (d) Contributions to (e) Expense employee benefit plans (If not paid, and deferred account, other enter -0-) compensation allowances No No No No No No No No (d) Contributions to employee benefit plans and deferred compensation 5b 6b 7b Page 6 3,451, , (e) Expense account, other allowances 2,247, , Total number of other employees paid over $50,000 Form 990-PF (2016)

7 Form 990-PF (2016) Part VIII Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors (continued) 3 Five highest-paid independent contractors for professional services. If none, enter "NONE." SEE STATEMENT 19 CONRAD N. HILTON FOUNDATION Page 7 (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation 4,341,584. Total number of others receiving over $50,000 for professional services Part I-A Summary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc Part I-B Summary of Program-Related Investments Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and SEE STATEMENT 20 N/A All other program-related investments. See instructions. 9 Expenses Amount , Total. Add lines 1 through 3 J 0. Form 990-PF (2016)

8 Form 990-PF (2016) CONRAD N. HILTON FOUNDATION Part Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see instructions.) Page a b c d e Total (add lines 1a, b, and c) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 5 Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4 ~~~~~~~~~~ 6 Minimum investment return. Enter 5% of line 5 6 Part I Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here and do not complete this part.) b c 7 Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part III, line a b a b Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes: Average monthly fair market value of securities ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Average of monthly cash balances ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Fair market value of all other assets ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Reduction claimed for blockage or other factors reported on lines 1a and 1c (attach detailed explanation) ~~~~~~~~~~~~~~~~~~~~~~ Acquisition indebtedness applicable to line 1 assets Subtract line 2 from line 1d~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part III, line 4 ~~~~~~~~~ Adjusted qualifying distributions. Subtract line 5 from line 4 ~~~~~~~~~~~~~~~~~~~~~~~~~~~ 1e ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see instructions) ~~~~~~~~ Minimum investment return from Part, line 6 2a Tax on investment income for 2016 from Part VI, line 5 Income tax for (This does not include the tax from Part VI.) ~~~~~~~ Add lines 2a and 2b ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Distributable amount before adjustments. Subtract line 2c from line 1 ~~~~~~~~~~~ 2a 2b ~~~~~~~~~~~~~~~~~~~~~~~ Recoveries of amounts treated as qualifying distributions ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Add lines 3 and 4 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Deduction from distributable amount (see instructions) Part II ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes: Expenses, contributions, gifts, etc. - total from Part I, column (d), line 26 ~~~~~~~~~~~~~~~~~~~~~~ Program-related investments - total from Part I-B Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc., purposes ~~~~~~~~~ Amounts set aside for specific charitable projects that satisfy the: 9 Qualifying Distributions (see instructions) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Suitability test (prior IRS approval required) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Cash distribution test (attach the required schedule) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment income. Enter 1% of Part I, line 27b ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. Form 990-PF (2016) ,688. 1,120,152. 1a 1b 1c 1d c a 1b 2 3a 3b ,559,966, ,296, ,289,671. 2,633,553, ,633,553, ,503,295. 2,594,049, ,702, ,702,486. 1,857, ,844, ,844, ,844, ,344, ,058, ,403, , ,665,

9 Form 990-PF (2016) CONRAD N. HILTON FOUNDATION Part III Undistributed Income (see instructions) Page Undistributed income, if any, as of the end of 2016: a Enter amount for 2015 only ~~~~~~~ b Total for prior years: a From 2011 b From 2012 c From 2013 d From 2014 e From 2015 f Total of lines 3a through e ~~~~~~~~ b Applied to undistributed income of prior c Treated as distributions out of corpus e Remaining amount distributed out of corpus 5 Excess distributions carryover applied to 2016 ~~ (If an amount appears in column (d), the same amount must be shown in column (a).) 6 Enter the net total of each column as indicated below: Distributable amount for 2016 from Part I, line 7 ~~~~~~~~~~~~~~~~~,, Excess distributions carryover, if any, to 2016: b Prior years' undistributed income. Subtract c Enter the amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed ~~~~~~~~~~~~~~~ d Subtract line 6c from line 6b. Taxable e Undistributed income for Subtract line f Undistributed income for Subtract Excess distributions carryover to a Excess from 2012 ~ b Excess from 2013 ~ c Excess from 2014 ~ d Excess from 2015 ~ e Excess from ~~~ ~~~ ~~~ ~~~ ~~~ 4 Qualifying distributions for 2016 from Part II, line 4: $ 125,403, a Applied to 2015, but not more than line 2a ~ years (Election required - see instructions) ~ (Election required - see instructions) ~~~ d Applied to 2016 distributable amount ~~~ a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 ~~ line 4b from line 2b ~~~~~~~~~~~ amount - see instructions ~~~~~~~~ 4a from line 2a. Taxable amount - see instr.~ lines 4d and 5 from line 1. This amount must be distributed in 2017 ~~~~~~~~~~ Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (Election may be required - see instructions) ~~~~ Excess distributions carryover from 2011 not applied on line 5 or line 7 ~~~~~~~ Subtract lines 7 and 8 from line 6a ~~~~ Analysis of line 9: (a) (b) (c) (d) Corpus Years prior to ,345, ,844, ,057, ,345, ,787,298. Form 990-PF (2016)

10 Form 990-PF (2016) Part IV Private Operating Foundations (see instructions and Part VII-A, question 9) 1 a If the foundation has received a ruling or determination letter that it is a private operating foundation, and the ruling is effective for 2016, enter the date of the ruling ~~~~~~~~~~~ b Check box to indicate whether the foundation is a private operating foundation described in section ~~~ 4942(j)(3) or 4942(j)(5) 2 a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the minimum (a) 2016 (b) 2015 (c) 2014 (d) 2013 (e) Total b 85% of line 2a ~~~~~~~~~~ c Qualifying distributions from Part II, d Amounts included in line 2c not e Qualifying distributions made directly Subtract line 2d from line 2c~~~~ 3 Complete 3a, b, or c for the alternative test relied upon: a "Assets" alternative test - enter: (1) Value of all assets ~~~~~~ b c "Support" alternative test - enter: (1) (2) (3) (4) Gross investment income Part V Supplementary Information (Complete this part only if the foundation had $5,000 or more in assets at any time during the year-see instructions.) 1 2 a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).) NONE b NONE investment return from Part for each year listed ~~~~~~~~~ line 4 for each year listed ~~~~~ used directly for active conduct of exempt activities ~~~~~~~~~ for active conduct of exempt activities. (2) Value of assets qualifying under section 4942(j)(3)(B)(i) ~ "Endowment" alternative test - enter 2/3 of minimum investment return shown in Part, line 6 for each year listed ~~~~~~~~~~~~~~ Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ~~~~ Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii) ~~~ Largest amount of support from an exempt organization ~~~~ Information Regarding Foundation Managers: List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest. Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: 9 Check here if the foundation only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number or address of the person to whom applications should be addressed: SEE STATEMENT 22 CONRAD N. HILTON FOUNDATION 9 N/A Page 10 b The form in which applications should be submitted and information and materials they should include: SEE STATEMENT 21 c Any submission deadlines: NONE d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors: SEE STATEMENT Form 990-PF (2016)

11 Form 990-PF (2016) Part V Supplementary Information (continued) 3 a Grants and Contributions Paid During the Year or Approved for Future Payment Recipient If recipient is an individual, show any relationship to Foundation any foundation manager status of Name and address (home or business) or substantial contributor recipient Paid during the year CONRAD N. HILTON FOUNDATION Purpose of grant or contribution Amount Page 11 SEE STATEMENT ,524,591. b Total Approved for future payment 9 3a 109,524,591. SEE STATEMENT ,016,000. Total ,016,000. 3b Form 990-PF (2016)

12 Form 990-PF (2016) CONRAD N. HILTON FOUNDATION Page 12 Part VI-A Analysis of Income-Producing Activities Enter gross amounts unless otherwise indicated. 1 Program service revenue: a b c d e f g 3 Interest on savings and temporary cash 4 Dividends and interest from securities ~~~~~~~~ 5 Net rental income or (loss) from real estate: a b 6 Net rental income or (loss) from personal 7 Other investment income ~~~~~~~~~~~~~~ 8 Gain or (loss) from sales of assets other 10 Gross profit or (loss) from sales of inventory 11 Other revenue: a b c d e 12 Subtotal. Add columns (b), (d), and (e) ~~~~~~~~ Unrelated business income Excluded by section 512, 513, or 514 (a) (c) (b) Exclusion (d) Business code Amount code Amount 13 Total. Add line 12, columns (b), (d), and (e) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 13 Line No. Fees and contracts from government agencies ~~~ 2 Membership dues and assessments ~~~~~~~~~ investments ~~~~~~~~~~~~~~~~~~~~ Debt-financed property ~~~~~~~~~~~~~ Not debt-financed property ~~~~~~~~~~~~ property ~~~~~~~~~~~~~~~~~~~~~ than inventory ~~~~~~~~~~~~~~~~~~~ 9 Net income or (loss) from special events ~~~~~~~ ~~~~~ (See worksheet in line 13 instructions to verify calculations.) Part VI-B 11B < OTHER INVESTMENT INCOME INTEREST FROM PROGRAM RELATED INVESTMENTS Relationship of Activities to the Accomplishment of Exempt Purposes Explain below how each activity for which income is reported in column (e) of Part VI-A contributed importantly to the accomplishment of the foundation's exempt purposes (other than by providing funds for such purposes). INTEREST INCOME RECEIVED FROM PROGRAM RELATED INVESTMENT LOANS (SEE STATEMENT 26 FOR DETAILS) ,817, ,891,327. 9,545, ,254,536. (e) Related or exempt function income 252, , ,506, Form 990-PF (2016)

13 Form 990-PF (2016) CONRAD N. HILTON FOUNDATION Page 13 Part VII Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) of Yes No a b c (1) (2) (1) (2) (3) (4) (5) (6) d If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received. (a) Line no. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements 2a b the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations? Transfers from the reporting foundation to a noncharitable exempt organization of: Cash ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Other assets~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Other transactions: Sales of assets to a noncharitable exempt organization ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Purchases of assets from a noncharitable exempt organization ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Rental of facilities, equipment, or other assets ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Reimbursement arrangements ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Loans or loan guarantees ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Performance of services or membership or fundraising solicitations ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Sharing of facilities, equipment, mailing lists, other assets, or paid employees ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527? ~~~~~~~~~~~~~~~~~~~~~~~~~~ Yes No If "Yes," complete the following schedule. (a) Name of organization (b) Type of organization (c) Description of relationship N/A N/A 1a(1) 1a(2) 1b(1) 1b(2) 1b(3) 1b(4) 1b(5) 1b(6) 1c Sign Here Paid Preparer Use Only Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge. = = Signature of officer or trustee Date Title Print/Type preparer's name Preparer's signature Date ANNE FULTON Check self- employed Firm's name DELOITTE TA LLP 9 Firm's EIN 9 Firm's address 9 50 SOUTH SITH STREET SUITE 2800 MINNEAPOLIS, MN CFO 11/8/17 Phone no. if PTIN May the IRS discuss this return with the preparer shown below (see instr.)? Yes P (612) No Form 990-PF (2016)

14 Form 8868 Application for Automatic Extension of Time To File an Exempt Organization Return (Rev. January 2017) Department of the Treasury Internal Revenue Service File a separate application for each return. Information about Form 8868 and its instructions is at OMB No Electronic filing (e-file). Type or print File by the due date for filing your return. See instructions. Application Is For 1 2 3a b c You can electronically file Form 8868 to request a 6-month automatic extension of time to file any of the forms listed below with the exception of Form 8870, Information Return for Transfers Associated With Certain Personal Benefit Contracts, for which an extension request must be sent to the IRS in paper format (see instructions). For more details on the electronic filing of this form, visit click on Charities & Non-Profits, and click on e-file for Charities and Non-Profits. Automatic 6-Month Extension of Time. Only submit original (no copies needed). All corporations required to file an income tax return other than Form 990-T (including 1120-C filers), partnerships, REMICs, and trusts must use Form 7004 to request an extension of time to file income tax returns. Name of exempt organization or other filer, see instructions. Number, street, and room or suite no. If a P.O. box, see instructions. City, town or post office, state, and ZIP code. For a foreign address, see instructions. Enter the Return Code for the return that this application is for (file a separate application for each return) Form 990 or Form 990-EZ Form 990-BL Form 4720 (individual) Form 990-PF Form 990-T (sec. 401(a) or 408(a) trust) Form 990-T (trust other than above) The books are in the care of Return Code Application Is For Balance due. Subtract line 3b from line 3a. Include your payment with this form, if required, Enter filer's identifying number Employer identification number (EIN) or Social security number (SSN) Caution: If you are going to make an electronic funds withdrawal (direct debit) with this Form 8868, see Form 8453-EO and Form 8879-EO for payment instructions. LHA For Privacy Act and Paperwork Reduction Act Notice, see instructions. Form 8868 (Rev ) 3a 3b 3c $ $ $ Return Code Form 990-T (corporation) 07 Form 1041-A Form 4720 (other than individual) Form 5227 Form 6069 Form 8870 Telephone No. Fax No. If the organization does not have an office or place of business in the United States, check this box ~~~~~~~~~~~~~~~~~ If this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN). If this is for the whole group, check this box. If it is for part of the group, check this box and attach a list with the names and EINs of all members the extension is for. I request an automatic 6-month extension of time until for the organization named above. The extension is for the organization's return for: CONRAD N. HILTON FOUNDATION AGOURA ROAD AGOURA HILLS, CA calendar year MONICA EMERSON AGOURA ROAD - AGOURA HILLS, CA (818) or, to file the exempt organization return tax year beginning, and ending. If the tax year entered in line 1 is for less than 12 months, check reason: Initial return Final return Change in accounting period If this application is for Forms 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax, less any nonrefundable credits. See instructions. NOVEMBER 15, 2017 If this application is for Forms 990-PF, 990-T, 4720, or 6069, enter any refundable credits and estimated tax payments made. Include any prior year overpayment allowed as a credit. by using EFTPS (Electronic Federal Tax Payment System). See instructions ,020,643. 4,320,643. 2,700,

15 CONTINUATION FOR 990-PF, PART IV CONRAD N. HILTON FOUNDATION PAGE 1 OF 2 Part IV Capital Gains and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold, e.g., real estate, (b) How acquired (c) Date acquired (d) Date sold P - Purchase 2-story brick warehouse; or common stock, 200 shs. MLC Co. D - Donation (mo., day, yr.) (mo., day, yr.) 1a CAPITAL GAIN/LOSSES FROM K-1S P VARIOUS VARIOUS b HEDGE FUNDS P VARIOUS VARIOUS c EMERGING MARKETS - PUB. TRADED SEC. P VARIOUS VARIOUS d US EQUITY FUNDS - PUB. TRADED SEC. P VARIOUS VARIOUS GLOBAL EQUITY - PUB. TRADED SEC. P VARIOUS VARIOUS a b c d e f g h i j k l m n o a b c d e f g h i j k l m n o (e) Gross sales price (i) F.M.V. as of 12/31/69 (f) Depreciation allowed (g) Cost or other basis (h) Gain or (loss) (or allowable) plus expense of sale (e) plus (f) minus (g) (j) Adjusted basis as of 12/31/69 (k) Excess of col. (i) over col. (j), if any If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) ~~ ~~~~~~ If (loss), enter "-0-" in Part I, line e f g h i j k l m n o NON-US EQUITY - PUB. TRADED SEC. FIED INCOME - PUB. TRADED SEC. SECURITY CAPITAL - PUB. TRADED SEC. REAL ASSETS PRIVATE EQUITY RS INVESTMENT MANAGEMENT - PUB. TRADED SEC. KIMBERLITE AFRICA RUTABAGA CAPITAL MANAGEMENT GOTHAM ASSET MANAGEMENT - PUB. TRADED SEC. MORGAN STANLEY -51,775, ,955, ,010, ,279, ,989, ,307, ,982, ,807, ,353, ,225, ,977, ,464, ,368, ,449, ,801,545. Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c). If (loss), enter "-0-" in Part I, line 8 i 82,935, ,679, ,716, ,072, ,138, ,790, ,965, ,372, ,172, ,423, ,025, ,586, ,198, ,461,707. j p m o 3 P P P P P P P P P P VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS VARIOUS -51,775,315. 7,020, ,331, ,562,517. 2,917, ,169,462. 3,191,659. 3,841, , , ,446, ,644. 1,781,796. 1,250,662. 3,339,838. (l) Losses (from col. (h)) Gains (excess of col. (h) gain over col. (k), but not less than "-0-") -51,775,315. 7,020, ,331, ,562,517. 2,917, ,169,462. 3,191,659. 3,841, , , ,446, ,644. 1,781,796. 1,250,662. 3,339,838.

16 CONTINUATION FOR 990-PF, PART IV CONRAD N. HILTON FOUNDATION PAGE 2 OF 2 Part IV Capital Gains and Losses for Tax on Investment Income (a) List and describe the kind(s) of property sold, e.g., real estate, (b) How acquired (c) Date acquired (d) Date sold P - Purchase 2-story brick warehouse; or common stock, 200 shs. MLC Co. D - Donation (mo., day, yr.) (mo., day, yr.) 1a STATE STREET - INVESTMENT INCOME P VARIOUS VARIOUS b NATURAL RESOURCES P VARIOUS VARIOUS c PRIVATE EMERGING MARKETS FUND P VARIOUS VARIOUS d PRIVATE GLOBAL EQUITY FUNDS P VARIOUS VARIOUS PRIVATE HEDGE FUNDS P VARIOUS VARIOUS a b c d e f g h i j k l m n o a b c d e f g h i j k l m n o (e) Gross sales price (i) F.M.V. as of 12/31/69 (f) Depreciation allowed (g) Cost or other basis (h) Gain or (loss) (or allowable) plus expense of sale (e) plus (f) minus (g) (j) Adjusted basis as of 12/31/69 (k) Excess of col. (i) over col. (j), if any If gain, also enter in Part I, line 7 2 Capital gain net income or (net capital loss) ~~ ~~~~~~ If (loss), enter "-0-" in Part I, line e f g h i j k l m n o 40,997, ,122,740. 1,602,229. 1,203,230. 2,701,585. Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c). If (loss), enter "-0-" in Part I, line 8 i 56,168,318. j p m o 3 (l) Losses (from col. (h)) Gains (excess of col. (h) gain over col. (k), but not less than "-0-") N/A 40,997, ,045,578. 1,602,229. 1,203,230. 2,701, ,997, ,045,578. 1,602,229. 1,203,230. 2,701, ,116,013.

17 Schedule B (Form 990, 990-EZ, or 990-PF) Department of the Treasury Internal Revenue Service Name of the organization Schedule of Contributors Attach to Form 990, Form 990-EZ, or Form 990-PF. Information about Schedule B (Form 990, 990-EZ, or 990-PF) and its instructions is at OMB No Employer identification number Organization type (check one): CONRAD N. HILTON FOUNDATION Filers of: Section: Form 990 or 990-EZ 501(c)( ) (enter number) organization 4947(a)(1) nonexempt charitable trust not treated as a private foundation Form 990-PF 527 political organization 501(c)(3) exempt private foundation 4947(a)(1) nonexempt charitable trust treated as a private foundation 501(c)(3) taxable private foundation Check if your organization is covered by the General Rule or a Special Rule. Note: Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions. General Rule For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions. Special Rules For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33 1/3% support test of the regulations under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II. For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor, during the year, total contributions of more than $1,000 exclusively for religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals. Complete Parts I, II, and III. For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor, during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Don't complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ~~~~~~~~~~~~~~~ $ Caution: An organization that isn't covered by the General Rule and/or the Special Rules doesn't file Schedule B (Form 990, 990-EZ, or 990-PF), but it must answer "No" on Part IV, line 2, of its Form 990; or check the box on line H of its Form 990-EZ or on its Form 990-PF, Part I, line 2, to certify that it doesn't meet the filing requirements of Schedule B (Form 990, 990-EZ, or 990-PF). LHA For Paperwork Reduction Act Notice, see the Instructions for Form 990, 990-EZ, or 990-PF. Schedule B (Form 990, 990-EZ, or 990-PF) (2016)