Hilton Worldwide Holdings (HLT) 10-K risk factor changes: FY2020 vs FY2019

Risks Related to Our [removed: Business and] Industry

- changes in desirability of geographic regions of the hotels in our business, geographic concentration of our operations and customers and shortages of desirable locations for development; [added: and]

- changes in the supply and demand for hotel services, including rooms, food and beverage and other products and [removed: services; and][added: services.]

- decreases in the frequency of business travel that may result from alternatives to in-person meetings, including virtual meetings hosted online or over private teleconferencing [removed: networks.][added: networks;]

- geo-political activity, [removed: such as the U.K.'s January 31, 2020 exit from the E.U. (commonly known as "Brexit") or the recent] political [removed: unrest in Hong Kong,] [added: unrest,] and governmental action and uncertainty resulting from U.S. and global political trends and policies, including potential barriers to travel, trade and immigration;

- decreased corporate or government travel-related budgets and spending, as well as cancellations, deferrals or renegotiations of group [removed: business] [added: business,] such as industry conventions;

- conditions that negatively shape public perception of travel or result in temporary closures or other disruption at our hotel properties, including travel-related accidents, outbreaks of pandemic or contagious diseases, such as [added: COVID-19,] Ebola, Zika, avian flu, severe acute respiratory syndrome [removed: (SARS),] [added: ("SARS"),] H1N1 (swine [removed: flu), the coronavirus,] [added: flu)] and Middle East Respiratory Syndrome [removed: (MERS);][added: ("MERS");]

- [removed: natural] [added: natural, climate-related] or man-made disasters and extreme weather conditions, including earthquakes, tsunamis, tornadoes, [removed: hurricanes (e.g., hurricanes Barry and Dorian in 2019),] [added: hurricanes,] typhoons, floods, wildfires, volcanic eruptions, oil spills and nuclear incidents;

Contraction in the global economy or low levels of economic growth could adversely affect our revenues and [removed: profitability] [added: profitability,] as well as limit or slow our future growth.

We compete for these customers based primarily on brand name recognition and reputation, as well as location, rates for hotel rooms, food and beverage and other services, property size and availability of rooms and conference [added: and meeting] space, [added: accommodations and technology,] quality of the accommodations, customer satisfaction, amenities and the ability to earn and redeem loyalty program points.

Our ability to compete effectively is based primarily on the value and quality of our management services, brand name recognition and reputation, our access to and willingness to invest capital, availability of suitable properties in certain geographic areas, the overall economic terms of our contracts and the economic advantages to the property owner of retaining our management services [removed: and] [added: and/or] using our brands.

If the properties that we manage or franchise perform less successfully than those of our competitors, if we are unable to offer terms as favorable as those offered by our competitors or if the availability of suitable properties is limited, [removed: our ability] [added: we may not be able] to compete effectively for new management or franchise contracts could be reduced.

Changes in ownership or management practices, perceptions of our environmental, social or governance practices, [added: perception of guest or employee health or safety,] the occurrence of accidents or injuries, cyber-attacks, security breaches, natural disasters, crime, failure of suppliers, franchisees or business partners to comply with relevant requirements (including environmental, human rights and labor requirements), individual guest, owner or employee notoriety or similar events at our hotels and resorts can harm our reputation, create adverse publicity and cause a loss of consumer confidence in our business.

[removed: A perceived] decline in the quality of our brands or damage to our reputation could adversely affect our business, financial condition and results of operations.

Our business depends on our ability [removed: to] [added: to: (i)] establish and maintain long-term, positive relationships with third-party property owners and [removed: our ability to] [added: (ii)] enter into new, and renew, management and franchise contracts.

*If our third-party property owners are unable to repay or refinance loans secured by [removed: the mortgaged] properties, or to obtain financing adequate to fund current operations or growth plans, our revenues, profits and capital resources could be reduced and our business could be harmed.*

Many of our third-party property owners pledged their properties as collateral for [removed: mortgage] loans entered into at the time of development, purchase or refinancing.

[added: Our] hotel owners’ inability to obtain adequate funding could materially adversely affect the maintenance and improvement plans of existing hotels, result in the delay or stoppage of the development of our existing development pipeline and limit additional development to further expand our hotel portfolio.

If our property owners fail to make investments necessary to maintain or improve the properties in accordance with our standards, [added: or based on customer demand more broadly,] guest preference for our brands could diminish.

As of December 31, [removed: 2019,] [added: 2020,] we had [removed: more than] [added: nearly] 2,570 hotels in our development pipeline, which we define as hotels under construction or approved for development under one of our brands.

The negative effect on profitability and cash flow from declines in revenues is more pronounced in owned [removed: or] [added: and] leased properties because we, as the owner or lessee, bear the risk of the fixed-cost structure required to own and operate a hotel.

Further, during times of economic distress, declining demand and declining earnings often result in declining asset values, and we may not be able to sell properties [added: or exit leasing arrangements] on favorable terms or at all.

If our [added: owned and leased] properties are not updated to meet guest preferences, if properties under development or renovation are delayed in opening as scheduled or if renovation investments adversely affect or fail to improve performance, our operations and financial results could be negatively affected.

If a substantial portion of any such property were to be destroyed by fire or other casualty, [added: including climate-related events,] we might not be permitted to rebuild that property as it now exists or at all, regardless of the availability of insurance proceeds.

In addition, we may be unable to take action without the approval of our joint venture partners, or our joint venture [removed: partners could take actions binding on the joint venture without our consent.]

Although we have a cold disaster recovery site in a separate location [added: and cloud backup processes] to back up our core reservation, distribution and financial systems, [removed: substantially all of] our data center operations are currently located in a single [removed: facility.][added: facility or with a single cloud-based provider.]

Although we [removed: are renovating] [added: continue to renovate] and [removed: migrating] [added: migrate] portions of our operations to cloud-based providers while simultaneously building and operating new applications and services with those cloud-based providers, any loss or damage to our primary [removed: facility] [added: physical or cloud-based facilities] could result in operational disruption and data loss as we transfer production operations to our disaster recovery [removed: site.][added: site or cloud providers.]

Any material interruptions or failures in our systems, including those that may result from our failure to adequately develop, implement and maintain a robust disaster recovery plan and backup systems could severely affect our ability to [added: conduct normal business operations and, as a result, have a material adverse effect on our business operations and financial performance.]

In particular, our loyalty platform and reservation and distribution system rely on data communications networks and systems operated by unaffiliated third [removed: parties.][added: parties and cloud providers.]

We rely on certain software vendors to maintain and periodically upgrade many of these systems [added: and applications] so that they can continue to support our business.

[removed: For example,] [added: Many jurisdictions, including] the E.U., California and [removed: Nevada] [added: Nevada,] have [removed: all] passed laws that require companies to meet specific requirements regarding the handling of personal data.

[removed: We] [added: As a result, we] may not achieve the benefits we may have been anticipating from any new technology or system.

These third parties may have access to our systems, provide hosting services, or otherwise process data about us or our guests, [removed: team members] [added: employees] or partners.

[removed: Unauthorized access to data and other confidential or proprietary information may be] obtained through break-ins, network breaches by unauthorized parties, employee theft or misuse, or other misconduct.

[added: Similarly, we may not be able] to obtain financing for acquisitions or investments on attractive terms or at all, or the ability to obtain financing may be restricted by the terms of our indebtedness.

Any further restrictions in laws and court or agency interpretations of such laws, such as the Telephone Consumer Protection Act of 1991, the Telemarketing Sales Rule, CAN-SPAM Act of 2003, and various U.S. state laws, new [removed: laws,] [added: laws] or international data protection laws, such as the E.U. GDPR, that govern these activities could adversely affect current or planned marketing activities and cause us to change our marketing strategy.

[removed: We also obtain access to names of potential customers from travel service providers or other] companies, and we market to some individuals on these lists directly or through other companies’ marketing materials.

If these bookings increase, [removed: certain] [added: these] hospitality intermediaries may be able to obtain higher [removed: commissions, reduced room rates] [added: commissions] or other significant concessions from us or our franchisees.

As a result, consumers may develop brand loyalties to the intermediaries’ [removed: offered] brands, websites and reservations systems rather than to the Hilton brands and systems.

If this happens, our business and profitability may be significantly affected [added: over time] as shifting customer loyalties divert bookings away from our websites, which increases costs to hotels in our system.

Risks Related to the COVID-19 Pandemic

The ongoing global COVID-19 pandemic has negatively affected and will continue to negatively affect our business, financial condition and results of operations.

The COVID-19 pandemic has significantly affected the global economy and strained the hospitality industry due to travel restrictions and stay-at-home directives that have resulted in cancellations and reduced travel around the world, as well as complete and partial suspensions of certain hotel operations for an indeterminate duration.

Although there are effective vaccines for COVID-19 that have been approved for use, distribution of the vaccines did not begin until late 2020, and a majority of the public will likely not have access to a vaccination until sometime in 2021.

In addition, new strains of the virus appear to have increased transmissibility, which could complicate treatment and vaccination programs.

As such, the COVID-19 pandemic has had a material negative impact on our results for the year ended December 31, 2020, and will continue to negatively affect future results.

The current and uncertain future impact of the COVID-19 pandemic, including its effect on the ability or desire of people to travel and use our hotel properties for lodging, food and beverage and other services, is expected to continue to negatively affect our results, operations, outlook, plans, growth, cash flows and liquidity.

During the pandemic, the U.S. and other national and local governments have imposed travel restrictions at various times and, in some countries and U.S. states, re-imposed such restrictions, and a number of our hotels have fully or partially suspended operations.

We have been and expect to continue to be negatively affected by additional governmental regulations and travel advisories to fight the pandemic, including recommendations by the U.S. Department of State, the Centers for Disease Control and Prevention and the World Health Organization.

We cannot predict when any of our hotels that have completely or partially suspended operations will be able to fully reopen, the conditions upon which a full reopening may occur or the effects of any such conditions.

We also cannot predict if any of our hotels that are currently operational will have to completely or partially suspend operations in the future.

Moreover, even where travel advisories and restrictions have been lifted, travel demand has been and is likely to remain weak for a significant length of time and we cannot predict if or when our properties will return to pre-pandemic demand or pricing.

Although we have implemented new hygiene and cleaning standards, we cannot fully predict their impact on people believing it is safe to travel.

Adverse changes in the perceived or actual economic climate, including higher unemployment rates, declines in income levels and loss of personal wealth resulting from the impact of the COVID-19 pandemic, will also negatively affect travel demand.

The steps we have taken to reduce operating costs, including temporarily reducing compensation, reducing our workforce and furloughing a substantial number of our employees, and further steps we may take in the future to reduce costs for us or our third-party hotel owners, may negatively affect our brand reputation and ability to attract and retain employees.

If our furloughed employees do not return to work with us when the COVID-19 pandemic subsides, including because they find new jobs during the furlough, we may face operational challenges that could negatively affect hotel results, guest experience and loyalty.

We also may face demands or requests from labor unions that represent employees at our hotels for additional compensation, healthcare benefits or other terms, including making payments to underfunded multi-employer pension plans for covered union employees, as a result of the pandemic that could increase costs, and we could experience labor issues as we implement our mitigation plans.

Even after the COVID-19 pandemic subsides, we could still experience long-term impacts on our operating costs as a result of attempts to counteract future outbreaks of COVID-19 or other viruses through, for example, enhanced health and hygiene requirements or other such measures in one or more regions.

We cannot predict the full impact that the COVID-19 pandemic will have on our partners, such as third-party owners of our properties, third-party service providers, travel agencies, suppliers and other vendors.

In particular, if third-party owners of our hotels are unable to maintain their hotels and service indebtedness secured by their hotels, our results of operations and reputation could suffer.

Third-party owners of our hotels have experienced financing difficulties and significant declines in revenues, thereby making it more likely that they could declare bankruptcy or face other difficulties with their lenders or other creditors.

Bankruptcies, sales or foreclosures involving our hotels could, in some cases, result in the termination of our management or franchise contracts and eliminate our anticipated income and cash flows, including amounts currently due to us under existing agreements, which would negatively affect our results of operations.

Hotel owners with financial difficulties have been and may continue to be unable or unwilling to pay us amounts that we are entitled to under our existing contracts on

a timely basis or at all.

Current and ongoing economic conditions also could affect our ability to enter into management and franchise contracts with potential third-party owners of our hotels, who may be unable to obtain financing or face other delays in developing hotel projects.

As a result, some properties in our development pipeline may not enter our system when we anticipated, or at all, and new hotels may enter our pipeline at a slower rate than in the past, thereby negatively affecting our overall growth.

Likewise, if we or our hotel owners or franchisees are unable to access capital to make physical improvements to our hotels, the quality of our hotels may suffer, which may negatively impact our reputation and guest loyalty, and our market share may suffer as a result.

We may be required to raise additional capital in the future, and our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings.

Certain of our credit ratings have been downgraded or placed on credit watch, and if our credit ratings were to be further downgraded, or general market conditions were to ascribe higher risk to our rating levels, our industry or us, our access to capital and the cost of any debt financing would be negatively affected.

In addition, the terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations.

There is no guarantee that debt financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations.

In addition, because of reduced travel demand, certain of our leased properties will not generate revenue sufficient to meet operating expenses, which may include rent due to the landlords of those properties.

If or when we determine the value of our leased properties or the carrying value of other assets has significantly declined, we have recognized, and may in the future recognize, significant non-cash impairment charges to our results of operations.

Further, to the extent the COVID-19 pandemic significantly impacts spending patterns of Hilton Honors co-branded credit cardholders or the acquisition of new cardholders, we will receive lower license fees under our co-branded credit card arrangements.

The COVID-19 pandemic has significantly increased economic and demand uncertainty and could cause a global recession, which would have a further adverse impact on our financial condition and operations.

The significant increase in unemployment in the U.S. and other regions due to the adoption of social distancing and other policies to slow the spread of COVID-19 continues to have a sustained negative impact on travel demand.

The extent of the effects of the COVID-19 pandemic on our business and the travel industry at large remains highly uncertain and will ultimately depend on future developments, including, but not limited to, the duration and severity of the outbreak, the timing and availability of vaccinations and other treatments to combat COVID-19 and the length of time it takes for demand and pricing to stabilize and normal economic and operating conditions to resume.

Given the uncertainty as to the extent and timing of the potential future spread or mitigation of COVID-19 and the imposition or relaxation of protective measures, we are presently unable to estimate the full impact to our future results of operations, cash flows or financial condition.

Additionally, the COVID-19 pandemic could negatively affect our internal controls over financial reporting as we have reduced our workforce and placed many of our employees on temporary furlough.

Our remaining employees have been required to work from home and, therefore, new processes, procedures and controls could be required to respond to changes in our business environment.

Our

conduct normal business operations and, as a result, have a material adverse effect on our business operations and financial performance.

Similarly, we may not be able

affiliate with our brands.

Specifically, with respect to concerns regarding the spread of the coronavirus, as of the date of this Annual Report on Form 10-K, it appears the outbreak has largely been concentrated in China, although cases have been confirmed in other countries.

The extent to which our results are affected by the coronavirus will largely depend on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others.

The FCPA is intended to prohibit bribery of foreign officials and requires us to keep books and records that accurately and fairly reflect our transactions.

OFAC administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals.

future.

We also rely on the general managers at each of our managed, owned and leased hotels to manage daily operations and oversee the efforts of employees.

These general managers are trained professionals in the hospitality industry and have extensive experience in many markets worldwide.

The failure to retain, train or successfully manage general managers for our managed, owned and leased hotels could negatively affect our operations.

rights to certain trademarks or oppose our trademark applications.

See Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" in our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a summary of accounting standards issued but not yet adopted.

Although the private letter

Certain of these agreements provide for the performance of services by each company for the benefit of the other following the spin-offs.

exceptions.

The market price and trading volume of our common stock may fluctuate substantially and be volatile due to numerous factors beyond our control.

Our common stock is listed on the New York Stock Exchange ("NYSE") under the trading symbol "HLT." The capital and credit markets have on occasion experienced periods of extreme volatility and disruption.

The market price and liquidity of the market for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance.

In the past, securities class action litigation has been instituted against companies following periods of volatility in the price of their common stock.

This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have an adverse effect on our financial condition, results of operations, cash flow and per share trading price of our common stock.

While we currently pay a quarterly cash dividend to holders of our common stock, we may change our dividend policy at any time.

Future issuances of common stock may cause the market price of our common stock to decline.

The issuance of additional shares of our common stock, or issuance of shares of preferred stock or securities convertible or exchangeable into equity securities, may dilute the ownership interest of existing holders of our common stock.

Because our decision to issue additional equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future issuances.

Also, we cannot predict the effect, if any, of future sales of our common stock, or the availability of shares for future sales, on the market price of our common stock.

Sales of a substantial number of shares of our common stock, or the perception that these sales could occur, may adversely affect the market price of our common stock.

*For the discussion of the financial condition and results of operations for the year ended December 31, [removed: 2018] [added: 2019] compared to the year ended December 31, [removed: 2017,] [added: 2018,] refer to "Part II—Item 7.

Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations—Results of] Operations" [removed: and "—Liquidity and Capital Resources"] in our* [removed: *[Annual] [added: *[A](http://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568920000013/hlt-20191231.htm)[nnual] Report on Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000034/q42018hwh10-k.htm) [for] [added: 10-K for] the fiscal year [removed: ended](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000034/q42018hwh10-k.htm)] [added: ended](http://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568920000013/hlt-20191231.htm)] [December 31, [removed: 2018](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000034/q42018hwh10-k.htm)*] [added: 201](http://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568920000013/hlt-20191231.htm)[9](http://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568920000013/hlt-20191231.htm)*] *filed with the SEC on February [removed: 13, 2019,] [added: 11, 2020,] which [removed: discussion] is incorporated herein by reference.*

Hilton is one of the largest [removed: and fastest growing] hospitality companies in the world, with [removed: 6,110] [added: 6,478] properties comprising [removed: 971,780] [added: 1,019,287] rooms in 119 countries and territories as of December 31, [removed: 2019.][added: 2020.]

Our premier brand portfolio includes: our luxury and lifestyle hotel brands, Waldorf Astoria Hotels & Resorts, LXR Hotels & Resorts, Conrad Hotels & [removed: Resorts and] [added: Resorts,] Canopy by [added: Hilton, Tempo by Hilton and Motto by] Hilton; our full service hotel brands, Signia by Hilton, Hilton Hotels & Resorts, Curio Collection by Hilton, DoubleTree by Hilton, Tapestry Collection by Hilton and Embassy Suites by Hilton; our focused service hotel brands, [removed: Motto by Hilton,] Hilton Garden Inn, Hampton by Hilton, Tru by Hilton, Homewood Suites by Hilton and Home2 Suites by Hilton; and our timeshare brand, Hilton Grand Vacations.

As of December 31, [removed: 2019,] [added: 2020,] we had more than [removed: 103] [added: 112] million members in our award-winning guest loyalty program, Hilton [removed: Honors, a 21 percent increase from December 31, 2018.][added: Honors.]

The management and franchise segment provides services, including hotel management and licensing of our [removed: brands.][added: brands and IP.]

This segment generates its revenue from: (i) management and franchise fees charged to third-party hotel owners; (ii) licensing fees from HGV and strategic [removed: partnerships] [added: partnerships, including co-branded credit card arrangements,] for the right to use certain Hilton marks and IP; and (iii) fees for managing our owned and leased hotels.

[removed: As a franchisor of hotels, we charge franchise fees in] exchange for the use of one of our brand names and related commercial services, such as our reservation system, marketing and information technology [removed: services.][added: services, while a third party manages or operates such franchised hotels.]

Although the U.S. is included in the Americas, it [removed: represented 72 percent] [added: represents a significant portion] of our system-wide hotel [removed: rooms] [added: rooms, 72 percent] as of December 31, [removed: 2019;] [added: 2020;] therefore, the U.S. is often analyzed separately and apart from the Americas [removed: geographic] region and, as such, it is presented separately within the analysis herein.

[added: Prior to approving the addition of] new properties to our management and franchise development pipeline, we evaluate the economic viability of the property based on its geographic location, the credit quality of the third-party owner and other factors.

By increasing the number of management and franchise contracts with third-party owners, [added: over time] we expect to increase [added: revenues,] overall return on invested capital and cash available [removed: for return] to [removed: stockholders.][added: support our business needs.]

As of December 31, [removed: 2019,] [added: 2020,] we had [removed: more than] [added: nearly] 2,570 hotels in our development pipeline that we expect to add [removed: as open hotels in] [added: to] our [removed: system,] [added: system in the future,] representing over [removed: 387,000] [added: 397,000] rooms under construction or approved for development throughout 116 countries and territories, including [removed: 35] [added: 31] countries and territories where we do not currently have any open hotels.

[removed: All] [added: Nearly all] of the rooms in the development pipeline are within our management and franchise segment.

Additionally, of the rooms in the development pipeline, [removed: 215,000] [added: 233,000] rooms were located outside the U.S., and [removed: 193,000] [added: 204,000] rooms were under construction.

In June 2016, the [removed: U.K] [added: U.K.] held a referendum in which voters approved an exit from the E.U. (commonly referred to as [removed: "Brexit"), which occurred on January 31, 2020.][added: "Brexit").]

While our results for the year ended December 31, [removed: 2019] [added: 2020] were not materially affected by [removed: Brexit,] [added: Brexit specifically,] the final outcomes are not yet certain.

Brexit measures could potentially disrupt the markets we serve and cause tax and foreign currency [added: exchange rate] volatility, which could have adverse effects on our business.

We will continue to monitor the potential impact of Brexit on our business [removed: as the transitional period deadline approaches and the final terms of the U.K.'s exit are determined.][added: in future periods.]

We also earn licensing fees from [removed: a] license [removed: agreement] [added: agreements] with HGV and strategic [removed: partnerships] [added: partnerships, including co-branded credit card arrangements,] for the use of certain Hilton marks and IP.

Terms of our management contracts vary, but our fees generally consist of a base fee, which is typically based on a percentage of the hotel's monthly gross revenue and, when applicable, an incentive fee, which is typically based on the hotel's operating profits [removed: and] [added: and, in some cases,] may be subject to a stated return threshold to the owner, normally over a one-calendar year period.

Outside of the U.S., our fees are often [removed: more] dependent on hotel profitability measures, either [removed: through] [added: because of] a single management fee structure where the entire fee is [removed: based on a profitability measure,] [added: an incentive fee,] or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee.

*•Owned and leased hotels.* Represents revenues derived from hotel operations, including [removed: nightly] hotel room sales, accommodations sold in conjunction with other services, food and beverage sales and other ancillary goods and services.

A majority of our food and beverage sales and other ancillary [added: goods and] services are provided to customers who are also occupying rooms at our hotels.

- *Other revenues from managed and franchised properties.* Represents amounts that are contractually reimbursed to us by property owners, either directly as [removed: we incur] costs [added: are incurred] or indirectly through program fees billed and collected [removed: each month] [added: in advance] that are associated with certain costs and expenses supporting the operations of the related properties.

We have no legal responsibility for the employees or the liabilities associated with operating franchised [added: properties or certain of our managed] properties.

The monthly program fee that hotel franchisees and property owners of hotels [added: that] we manage pay is based on the underlying hotel's sales or usage and [removed: covers] [added: relates to] the costs [removed: of:] [added: of our brands and shared services, including:] (i) advertising, marketing and customer loyalty programs; (ii) internet, technology and reservation systems; and (iii) quality assurance programs.

Among other factors, declines in consumer demand due to adverse general economic conditions, risks affecting or reducing travel patterns, lower consumer confidence and adverse political conditions can lower the amount of management and franchise fee revenues we are able to generate and/or lower the revenues and profitability of our owned and leased [added: hotel] operations.

As a result, changes in consumer demand and general business cycles have historically [removed: subjected] [added: subjected, are currently subjecting] and could in the future subject our revenues to significant volatility.

We depend on our long-term management and franchise contracts with third-party [added: hotel] owners and [added: hotel] franchisees for a significant portion of our management and franchise fee revenues.

Other support expenses [removed: consist of] [added: include:] costs associated with property-level management; utilities; sales and marketing; operating hotel [removed: spas,] [added: spas; operating] telephones, parking and other guest recreation; entertainment; and other services.

- *Depreciation and amortization.* These are non-cash expenses that primarily consist of: (i) amortization of intangible assets that were recorded at their fair value at the time of the October 24, 2007 transaction whereby we became a wholly owned subsidiary of affiliates of The Blackstone Group Inc. [removed: (formerly known as The Blackstone Group L.P.) ("Blackstone"),] [added: (the "Merger"),] which [added: primarily] include management and franchise contracts, leases and our Hilton Honors guest loyalty program intangible; (ii) amortization of capitalized software costs; and (iii) depreciation of property and equipment, [added: including our finance lease ROU assets,] such as buildings and furniture and equipment that are used in corporate operations or at our consolidated owned and leased hotels.

*•General and administrative.* Consists primarily of compensation [removed: expense] [added: costs] for our corporate [removed: staff and personnel supporting our business segments;] [added: staff;] professional fees, including consulting, audit and legal fees; travel and entertainment expenses; bad debt expenses for uncollected management, franchise and other fees; and administrative and related expenses.

- *Other expenses from managed and franchised properties.* Represents certain costs and expenses that are contractually reimbursed to us by property owners for payroll and related costs for properties that we manage where the property employees are legally our responsibility, or paid from program fees collected from properties for certain other operating costs of the managed and franchised properties' operations, including those related to our [removed: brand] [added: brands] and shared [removed: service] [added: services] programs.

We have no legal responsibility for the employees or the liabilities associated with operating franchised properties or certain of our [removed: foreign] managed properties.

If we are unable to decrease these costs significantly or rapidly when demand for our hotels [removed: and other properties] decreases, the resulting decline in our revenues can have an adverse effect on our net cash flows, margins and profits.

This effect can be especially pronounced during periods of economic contraction or slow economic [removed: growth.][added: growth, including that which resulted from the COVID-19 pandemic.]

However, we have taken steps to reduce our fixed costs to levels we believe are appropriate to maximize profitability and respond to [added: expected future] market conditions, while continuing to optimize our customers' experience and the value of our hotels and brands.

Additionally, changes in depreciation expense may be driven by renovations of existing hotels, acquisition or development of new hotels, the disposition of existing hotels through sale or [removed: closure] [added: closure, expenditures related to our corporate facilities] or changes in estimates of the useful lives of our assets.

We also hold short-term forward contracts to offset exposure to fluctuations in certain of our foreign currency denominated cash balances, primarily related to our intercompany financing [removed: arrangements] [added: arrangements,] and we elected not to designate these forward contracts as hedging instruments.

The periods during which our properties experience higher or lower levels of demand vary from property to property, depending principally upon their location, type of property and competitive mix within [removed: the specific location.]

COVID-19 Pandemic

During the year ended December 31, 2020, the COVID-19 pandemic significantly impacted the global economy and strained the hospitality industry due to travel restrictions and stay-at-home directives in place at various times during the period, resulting in cancellations and significantly reduced travel around the world.

The reduction in travel resulted in the complete and partial suspensions of hotel operations in many of the areas where our hotels are located, which included approximately 20 percent of our global hotel properties for some portion of the reporting period.

As such, it had a material adverse impact on our results for the year ended December 31, 2020 and, based on the potential impact of additional restrictions and continued health and safety concerns, we expect it to continue to have a material adverse impact on our results for an indeterminate duration, as described below under "—Results of Operations."

Although the majority of our hotels that had temporarily suspended operations had reopened by the end of October 2020, travel restrictions re-imposed at the end of 2020 and the beginning of 2021 resulted in additional temporary suspensions and, in some cases, re-suspensions.

As of February 10, 2021, 97 percent of our global hotel properties were open, while approximately 220 hotels had temporarily suspended operations.

Hotels that have reopened generally have experienced significantly lower occupancy as compared with periods before the onset of the pandemic.

In response to this global crisis, we have taken actions to prioritize the safety and security of our guests, employees and owners and support our communities.

During the summer, we launched Hilton CleanStay to deliver a new standard of cleanliness and disinfection to our properties worldwide and Hilton EventReady, which focuses on cleanliness and customer service specific to meetings and events.

We also found alternative uses for certain of our hotel properties, partnering with American Express to donate up to one million free room nights to frontline medical professionals.

Through our Hilton Effect Foundation, we also provided financial assistance to organizations, including World Central Kitchen, directly responding to community needs that resulted from the COVID-19 pandemic.

Additionally, we have taken several steps to help our business withstand this uncertain time, as detailed in "—Liquidity and Capital Resources."

As a franchisor of hotels, we charge franchise fees in

While these objectives have not changed as a result of the COVID-19 pandemic, the current economic environment has posed certain challenges to the execution of our strategy, which have included and may continue to include delays in openings and new development.

See further discussion on our cash management policy, as detailed in "—Liquidity and Capital Resources."

During the year ended December 31, 2020, we opened over 410 hotels consisting of nearly 56,000 rooms, contributing to over 47,000 net additional rooms in our system, reflecting a net unit growth of 5.1 percent from December 31, 2019.

The U.K.'s withdrawal from the E.U. occurred on January 31, 2020, beginning the implementation period, which ended on December 31, 2020.

In December 2020, the U.K. and the E.U. reached a new bilateral trade and cooperation deal governing the future relationship between the U.K. and the E.U. (the "EU-UK Trade and Cooperation Agreement"), which has been approved by the member states of the E.U. and the U.K. parliament and is expected to be formally ratified by the E.U. parliament during the first quarter of 2021.

In addition, while the EU-UK Trade and Cooperation Agreement provides clarity in respect of the intended future relationship between the U.K. and the E.U. and some detailed matters of trade and cooperation, it remains unclear what general long-term economic, financial, trade and legal implications the U.K. withdrawal from the E.U. will have and how it will ultimately affect our business.

In general, several of these factors, as well as health and safety concerns, had a significant effect on global economic conditions and consumer demand for our products and services in 2020, as a result of the COVID-19 pandemic, which is expected to continue to have an overall adverse impact on our revenues for an indeterminate duration.

As the finite-lived intangible assets that were recorded at the Merger become fully amortized, amortization expense will decrease.

If we are required to recognize impairment losses relating to our depreciable assets or finite-lived intangible assets, the related depreciation or amortization expense, respectively, will decrease.

the specific location.

However, the timing and effects of the COVID-19 pandemic resulted in the first quarter of 2020 being the strongest quarter in the year, as the remainder of the year was more significantly impacted by reduced occupancy due to travel restrictions, safety concerns and complete and partial suspensions of hotel operations.

When considering business interruption in the context of our definition of comparable hotels, any hotel that had completely or partially suspended operations on a temporary basis at any point during the year ended December 31, 2020 as a result of the COVID-19 pandemic was considered to be part of the definition of comparable hotels.

Despite these temporary suspensions of hotel operations, we believe that including these hotels within our hotel operating statistics of occupancy, average daily rate ("ADR") and revenue per available room ("RevPAR") reflects the underlying results of our business for the year ended December 31, 2020.

ADR

RevPAR

Adjusted EBITDA is calculated as EBITDA, as previously defined, further adjusted to exclude certain items, including gains, losses, revenues and expenses in connection with: (i) asset dispositions for both consolidated and unconsolidated equity

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Occupancy | | | 42.2 | | % | | | | (33.5) | | % | pts. | | |

| ADR | | | $ | 117.40 | | | | | (20.0) | | % | | | |

| RevPAR | | | $ | 49.53 | | | | | (55.4) | | % | | | |

| | | | | | | | | | | | | | | |

| Occupancy | | | 29.4 | | % | | | | (39.6) | | % | pts. | | |

| ADR | | | $ | 98.55 | | | | | (15.1) | | % | | | |

| RevPAR | | | $ | 28.98 | | | | | (63.8) | | % | | | |

| | | | | | | | | | | | | | | |

| Occupancy | | | 28.6 | | % | | | | (47.8) | | % | pts. | | |

In January 2020, we launched our newest brand, Tempo by Hilton, an approachable lifestyle hotel brand dedicated to exceeding the expectations of an emerging, and discerning, class of traveler: the modern achiever.

Pioneering a new hospitality category, Tempo by Hilton offers accommodations thoughtfully designed to help guests relax and recharge.

Prior to approving the addition of

The effects of Brexit will depend on the final terms on which the U.K. will leave the E.U., including the terms of any trade agreements that will dictate the U.K.’s access to E.U. markets either during the transitional period, which has a deadline of December 31, 2020, or more permanently.

Other Developments

As of the date of this Annual Report on Form 10-K, it appears the reported coronavirus outbreak has largely been concentrated in China, although cases have been confirmed in other countries.

The extent to which our future results are affected by the coronavirus will largely depend on future developments, which are highly uncertain and cannot be accurately predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among other.

Average Daily Rate ("ADR")

Revenue per Available Room ("RevPAR")

| Occupancy | | | 76.2 | | % | | | | 0.3 | | % | pts. | | | | | |

| ADR | | | $ | 148.70 | | | | | 0.3 | | % | | | | | | |

| RevPAR | | | $ | 113.36 | | | | | 0.7 | | % | | | | | | |

| Occupancy | | | 70.5 | | % | | | | 0.3 | | % | pts. | | | | | |

| ADR | | | $ | 122.13 | | | | | 0.6 | | % | | | | | | |

| RevPAR | | | $ | 86.15 | | | | | 1.0 | | % | | | | | | |

| Occupancy | | | 77.5 | | % | | | | 1.2 | | % | pts. | | | | | |

| ADR | | | $ | 139.97 | | | | | 1.4 | | % | | | | | | |

| RevPAR | | | $ | 108.46 | | | | | 3.0 | | % | | | | | | |

| Occupancy | | | 73.8 | | % | | | | 1.9 | | % | pts. | | | | | |

| ADR | | | $ | 144.66 | | | | | (5.5) | | % | | | | | | |

| RevPAR | | | $ | 106.70 | | | | | (3.0) | | % | | | | | | |

| Occupancy | | | 72.4 | | % | | | | 0.6 | | % | pts. | | | | | |

| ADR | | | $ | 123.72 | | | | | (1.8) | | % | | | | | | |

| RevPAR | | | $ | 89.58 | | | | | (0.9) | | % | | | | | | |

| Occupancy | | | 75.7 | | % | | | | 0.5 | | % | pts. | | | | | |

| ADR | | | $ | 144.79 | | | | | 0.1 | | % | | | | | | |

| RevPAR | | | $ | 109.65 | | | | | 0.8 | | % | | | | | | |

For the year ended December 31, 2019, we experienced modest system-wide RevPAR growth, largely driven by occupancy growth.

Continued strength in Europe resulted primarily from ADR and occupancy growth in southern Europe, particularly Italy and Turkey, which was partially offset by rate declines in Russia.

In the Americas (excluding U.S.), results were attributable to both ADR and occupancy growth in Colombia and Brazil, offset by decreases in RevPAR in Canada and Mexico.

RevPAR growth in the U.S. was primarily a result of group performance.

Asia Pacific results were primarily driven by declining RevPAR in China resulting from the continued economic slowdown, international trade challenges and the protests in Hong Kong.

Also contributing to Asia Pacific results was declining RevPAR in Australia, which was offset by RevPAR growth in Japan, Malaysia and India.

MEA experienced a decline in RevPAR resulting from decreased ADR in United Arab Emirates, partially offset by improved results in Egypt and Saudi Arabia.

| | | | 2019 | | | | | | 2018 | | | | | | | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | |

Our franchise and licensing fees and management fees increased primarily as a result of the addition of new properties to our management and franchise segment.

As new hotels stabilize in our system, we expect the fees received from such hotels to increase as they are part of our system for full periods.

We are exposed to market risk primarily from changes in interest rates and foreign currency exchange [removed: rates, which may affect future income, cash flows and the fair value of the Company, depending on changes to interest rates or foreign currency exchange] rates.

In certain situations, we may seek to reduce [removed: cash flow] volatility associated with changes in interest rates and foreign currency exchange rates by entering into derivative financial instruments intended to provide a hedge against a portion of the risks associated with such volatility.

We enter into derivative financial instruments to the extent they meet the objectives described above, and we do not use derivatives for [removed: trading or] speculative purposes.

[removed: We are most vulnerable] [added: Our primary sensitivity is] to changes in one-month LIBOR, as the interest rate on our variable-rate debt is based on this index.

As of December 31, [removed: 2019,] [added: 2020,] we held interest rate swaps through which we receive one-month LIBOR and pay a fixed rate on a portion of the Term Loans.

The following table sets forth the contractual maturities and the total fair values as of December 31, [removed: 2019] [added: 2020] for our financial instruments that are materially affected by interest rate risk, including long-term debt and an interest rate swap.

Fixed rates are the weighted average actual rates, and variable rates are the weighted average market rates prevailing as of December 31, [removed: 2019:][added: 2020:]

| | | | Maturities by Period | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2020 | | | | | |] 2021 | | | | | | 2022 | | | | | | 2023 | | | | | | 2024 | | | | | | [removed: Thereafter] [added: 2025] | | | | | | [removed: Carrying Value] [added: Thereafter] | | | | | | [removed: Fair] [added: Carrying] Value | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: Fair Value] | | |

| Long-term debt: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Weighted average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4.78] [added: 4.74] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Weighted average interest rate | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 3.50] [added: 1.61] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Interest rate swap: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Variable to fixed(3)(4) | | | $ | — | | | | | $ | [removed: —] [added: 1,600] | | | | | $ | [removed: 1,600] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,600 | | | | | $ | [removed: 15 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 37] | |

| Variable interest rate [removed: payable(5)] [added: receivable(5)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1.79] [added: 0.15] | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Fixed interest rate [removed: receivable(6)] [added: payable(6)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1.98 | | % | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

(1)Excludes finance lease liabilities with a carrying value of [removed: $245] [added: $252] million and [added: other] debt of consolidated VIEs with a carrying value of [removed: $17] [added: $19] million as of December 31, [removed: 2019.][added: 2020.]

(3)The carrying value [removed: balance] reflects the notional amount.

We measure our derivative instruments at fair value and, as of December 31, [removed: 2019,] [added: 2020,] this interest rate swap was in a liability position.

The interest rate swap had a liability fair value of [removed: $22] [added: $45] million as of December 31, [removed: 2019.][added: 2020.]

[removed: (5)Represents] [added: (6)Represents] the [removed: estimated] interest rate payable.

[removed: (6)Represents] [added: (5)Represents] the [removed: estimated] interest rate receivable.

As of December 31, [removed: 2019,] [added: 2020,] our largest net exposures were to AUD and EUR.

We do not consider the fair value [removed: of] [added: or] earnings effect of these forward contracts to be material to our consolidated financial statements.

These rate changes may affect future income, cash flows and the fair value of the Company, its assets and its liabilities.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | (dollars in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed-rate long-term debt(1)(2) | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 493 | | | | | $ | 5,434 | | | | | $ | 5,927 | | | | | $ | 6,366 | |

| Variable-rate long-term debt(2) | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,690 | | | | | $ | — | | | | | $ | 2,599 | | | | | $ | 4,289 | | | | | $ | 4,293 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | (in millions, excluding interest rates) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed-rate long-term debt(1)(2) | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 988 | | | | | $ | 3,953 | | | | | $ | 4,941 | | | | | $ | 5,230 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable-rate long-term debt(2) | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 195 | | | | | $ | 2,595 | | | | | $ | 2,790 | | | | | $ | 2,834 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Hilton is one of the largest [removed: and fastest growing] hospitality companies in the world, with [removed: 6,110] [added: 6,478] properties comprising [removed: 971,780] [added: 1,019,287] rooms in 119 countries and territories as of December 31, [removed: 2019.][added: 2020.]

[removed: For more than 100 years,] [added: Founded in 1919,] Hilton has been an innovator in [removed: its industry,] [added: the industry for more than 100 years,] driven by the vision of our founder Conrad Hilton, "to fill the earth with the light and warmth of hospitality." Our premier brand portfolio includes: our luxury and lifestyle hotel brands, Waldorf Astoria Hotels & Resorts, LXR Hotels & Resorts, Conrad Hotels & [removed: Resorts and] [added: Resorts,] Canopy by [added: Hilton, Tempo by Hilton and Motto by] Hilton; our full service hotel brands, Signia by Hilton, Hilton Hotels & [added: Resorts, Curio Collection by Hilton, DoubleTree by Hilton, Tapestry Collection by Hilton and Embassy Suites by Hilton; our focused service hotel brands, Hilton Garden Inn, Hampton by Hilton, Tru by Hilton, Homewood Suites by Hilton and Home2 Suites by Hilton; and our timeshare brand, Hilton Grand Vacations.]

As of December 31, [removed: 2019,] [added: 2020,] we had more than [removed: 103] [added: 112] million members in our award-winning guest loyalty program, Hilton Honors.

The management and franchise segment includes all of the hotels we manage for third-party owners, as well as all franchised hotels [added: that license our brands and where we provide other prescribed services to third-party owners, but the day-to-day services of the hotels are] operated or managed by someone other than us.

[removed: The management and franchise segment generates its revenue from: (i) management and franchise fees charged to] third-party hotel owners; (ii) licensing fees from HGV's [removed: 55] [added: 56] resorts, consisting of [removed: 8,916] [added: 9,030] rooms, and strategic [removed: partnerships] [added: partnerships, including co-branded credit card arrangements,] for the right to use certain Hilton marks and intellectual property ("IP"); and (iii) fees for managing our owned and leased hotels.

As of December 31, [removed: 2019,] [added: 2020,] this segment included [removed: 703] [added: 715] managed hotels and [removed: 5,287] [added: 5,646] franchised hotels consisting of [removed: 942,307] [added: 990,857] total rooms.

As of December 31, [removed: 2019,] [added: 2020,] the ownership segment included [removed: 65] [added: 61] hotels totaling [removed: 20,557] [added: 19,400] rooms, comprising [removed: 57] [added: 53] hotels that we wholly owned or leased, one hotel owned by a consolidated non-wholly owned entity, two hotels leased by consolidated variable interest entities ("VIEs") and five hotels owned or leased by unconsolidated affiliates.

In addition to our current hotel portfolio, we are focused on the growth of our business by expanding our share in the global hospitality industry through our development [removed: pipeline.][added: pipeline, and despite the adverse effects of the COVID-19 pandemic, we continued to open new hotels and expand our development pipeline in 2020.]

During the year ended December 31, [removed: 2019,] [added: 2020,] we opened [removed: nearly 470] [added: over 410] hotels consisting of [removed: more than 65,000] [added: nearly 56,000] rooms, contributing to over [removed: 58,000] [added: 47,000] net [added: additional] rooms [removed: growth] in our [removed: system during the year.][added: system, reflecting a net unit growth of 5.1 percent from December 31, 2019.]

Additionally, during the year ended December 31, [removed: 2019,] [added: 2020, nearly 530 hotels, consisting of] more than [removed: 116,000] [added: 83,000] new [removed: rooms] [added: rooms,] were approved [removed: for development] and added to our development pipeline.

As of December 31, [removed: 2019,] [added: 2020,] we had [removed: more than] [added: nearly] 2,570 hotels in our development pipeline that we expect to add [removed: as open hotels in] [added: to] our [removed: system,] [added: system in the future,] representing over [removed: 387,000] [added: 397,000] rooms under construction or approved for development throughout 116 countries and territories, including [removed: 35] [added: 31] countries and territories where we do not currently have any open hotels.

[removed: All] [added: Nearly all] of the rooms in the development pipeline are within our management and franchise segment.

Additionally, of the rooms in the development pipeline, [removed: 215,000] [added: 233,000] rooms were located outside the U.S., and [removed: 193,000] [added: 204,000] rooms were under construction.

[removed: Overall,] [added: Despite the challenges associated with the COVID-19 pandemic,] we [removed: believe] [added: maintain our belief] that our experience in the hospitality industry, which spans more than a century of customer service and entrepreneurship, and continues to evolve for the tastes, preferences and demands of our hotel guests; our strong, well-defined brands that operate throughout the hospitality industry chain scales; [added: our diverse, inclusive workforce, built to focus on providing exceptional customer experiences;] and our commercial service offerings will continue to drive customer loyalty, including participation in our Hilton Honors guest loyalty program.

We believe that our existing portfolio and development pipeline, which will require minimal capital investment from us, positions us to further improve our business, allocate capital effectively and [removed: serve] [added: meet] our [removed: customers] [added: customers' demands and preferences] in the future.

| [removed: Brand(1)] [added: Brand(1)] | | | | | | Chain Scale | | | | | | Countries/ Territories | | | | | | Properties | | | | | | Rooms | | | | | | Percentage of Total Rooms | | | | | | Selected [removed: Competitors(2) | | | | | | | | | | | | | | | | | |] [added: Competitors(1)] | | |

| [removed: ] [added: ] | | | | | | Luxury | | | | | | 15 | | | | | | [removed: 32] [added: 33] | | | | | | [removed: 9,821] [added: 10,018] | | | | | | 1.0% | | | | | | Four Seasons, Mandarin Oriental, Peninsula, Ritz Carlton, Rosewood Hotels & Resorts, St. Regis | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Luxury | | | | | | [removed: 3] [added: 4] | | | | | | [removed: 3] [added: 4] | | | | | | [removed: 617] [added: 693] | | | | | | 0.1% | | | | | | Leading Hotels of the World, Legend Preferred Hotels & Resorts, Small Luxury Hotels of The World, The Luxury Collection | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Luxury | | | | | | [removed: 22] [added: 21] | | | | | | 39 | | | | | | [removed: 12,550] [added: 13,057] | | | | | | 1.3% | | | | | | Fairmont, Intercontinental, JW Marriott, Park Hyatt, Sofitel | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | [removed: 5] [added: 6] | | | | | | [removed: 13] [added: 27] | | | | | | [removed: 2,104] [added: 4,489] | | | | | | [removed: 0.2%] [added: 0.4%] | | | | | | 25hours Hotels, Hyatt Centric, [added: Joie de Vivre,] Kimpton, [added: Le Meridien,] Renaissance | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | — | | | | | | — | | | | | | — | | | | | | —% | | | | | | [removed: Fairmont,] Grand Hyatt, JW Marriott | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | [removed: 94] [added: 93] | | | | | | [removed: 584] [added: 580] | | | | | | [removed: 216,379] [added: 214,788] | | | | | | [removed: 22.3%] [added: 21.1%] | | | | | | Hyatt, [added: Hyatt Regency,] Marriott, Sheraton, Westin | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | 27 | | | | | | [removed: 91] [added: 96] | | | | | | [removed: 16,638] [added: 17,518] | | | | | | 1.7% | | | | | | Autograph Collection, [added: Design Hotels, Destination Hotels,] The Unbound Collection | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upscale | | | | | | [removed: 47] [added: 48] | | | | | | [removed: 587] [added: 616] | | | | | | [removed: 135,745] [added: 141,364] | | | | | | [removed: 14.0%] [added: 13.9%] | | | | | | [added: Courtyard by Marriott,] Crowne Plaza, Delta, Holiday Inn, Radisson, Sheraton, Wyndham | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upscale | | | | | | [removed: 3] [added: 4] | | | | | | [removed: 31] [added: 46] | | | | | | [removed: 4,156] [added: 5,757] | | | | | | [removed: 0.4%] [added: 0.6%] | | | | | | [added: Joie de Vivre,] Tribute Portfolio | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | 5 | | | | | | [removed: 257] [added: 258] | | | | | | [removed: 59,712] [added: 59,795] | | | | | | [removed: 6.1%] [added: 5.9%] | | | | | | Hyatt Regency, Marriott, Sheraton, Westin | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upper Midscale | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 245] | | | | | | [removed: —%] [added: 0.0%] | | | | | | CitizenM, Freehand, Generator, Hoxton, Moxy, [added: tommie,] Yotel | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upscale | | | | | | — | | | | | | — | | | | | | — | | | | | | —% | | | | | | AC Hotels, [added: Aloft,] Cambria, Hotel Indigo | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upscale | | | | | | [removed: 49] [added: 50] | | | | | | [removed: 862] [added: 899] | | | | | | [removed: 126,086] [added: 131,574] | | | | | | [removed: 13.0%] [added: 12.9%] | | | | | | Aloft, [removed: Courtyard,] [added: Courtyard by Marriott,] Four Points, Holiday Inn, Hyatt Place | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upper Midscale | | | | | | [removed: 30] [added: 31] | | | | | | [removed: 2,544] [added: 2,661] | | | | | | [removed: 266,933] [added: 282,646] | | | | | | [removed: 27.5%] [added: 27.7%] | | | | | | Comfort Suites, [removed: Courtyard,] [added: Courtyard by Marriott,] Fairfield Inn, Holiday Inn Express, Springhill Suites | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Midscale | | | | | | 2 | | | | | | [removed: 116] [added: 178] | | | | | | [removed: 11,203] [added: 17,403] | | | | | | [removed: 1.1%] [added: 1.7%] | | | | | | Avid, Best Western, Comfort Inn & Suites, La Quinta, Quality Inn, Sleep [removed: Inn | | | | | | | | | | | | | | | | | |] [added: Inn, Wingate by Wyndham] | | |

| [removed: ] [added: ] | | | | | | Upscale | | | | | | 4 | | | | | | [removed: 505] [added: 511] | | | | | | [removed: 57,545] [added: 58,228] | | | | | | [removed: 5.9%] [added: 5.7%] | | | | | | Element, Hyatt House, Residence Inn, Staybridge Suites | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | Upper Midscale | | | | | | 2 | | | | | | [removed: 384] [added: 463] | | | | | | [removed: 40,373] [added: 48,757] | | | | | | [removed: 4.2%] [added: 4.8%] | | | | | | [added: Candlewood Suites,] Comfort Suites, TownePlace Suites | | | [removed: | | | | | | | | | | | | | | | | | |]

| [removed: ] [added: ] | | | | | | [removed: Timeshare] [added: Timeshare(2)] | | | | | | [removed: 5] [added: 6] | | | | | | [removed: 55] [added: 56] | | | | | | [removed: 8,916] [added: 9,030] | | | | | | 0.9% | | | | | | Bluegreen Vacations, Diamond Resorts, [added: Disney Vacation Club,] Holiday Inn Club Vacations, Marriott Vacations, Wyndham Destinations | | | [removed: | | | | | | | | | | | | | | | | | |]

(1)The table above excludes [removed: seven] [added: 10] unbranded properties with [removed: 3,002] [added: 3,925] rooms, representing approximately 0.3 percent of total [removed: rooms.][added: rooms, and also excludes lesser-known regional competitors.]

[removed: HGV] [added: (2)HGV] has the exclusive right to use our Hilton Grand Vacations brand, subject to the terms of a license agreement with us.

Signia by Hilton has been developed to attract highly [removed: sought after] [added: sought-after] larger convention group and transient business customers who are looking for a hotel focused on modern design, technology and premium culinary and wellness offerings that are associated with a prestigious global brand.

With [removed: 584] hotels [removed: across] [added: on] six continents, Hilton Hotels & Resorts properties are located in the world’s most sought-after destinations for guests who know that where they stay matters.

*Curio Collection by Hilton*: Curio Collection by Hilton is [removed: an upper upscale,] [added: a] global portfolio of [added: one-of-a-kind] hotels and [removed: resorts created for travelers seeking local discovery and one-of-a-kind experiences.][added: resorts.]

*Tapestry Collection by Hilton*: Tapestry Collection by Hilton is a portfolio of [removed: upscale, unique] [added: original] hotels that [removed: caters to] [added: offers] guests [removed: seeking original] [added: unique style] and [removed: authentic experiences.][added: vibrant personality and encourages guests to explore the local destination.]

The management and franchise segment generates its revenue from: (i) management and franchise fees charged to

In 2020, the COVID-19 pandemic significantly impacted the global economy and strained the hospitality industry due to travel restrictions and stay-at-home directives in place at various times during the period, resulting in cancellations and significantly reduced travel around the world.

The reduction in travel resulted in the complete and partial suspensions of hotel operations in many of the areas where our hotels are located at some point in time during 2020, having a material adverse impact on our results for the year ended December 31, 2020.

As of February 10, 2021, 97 percent of our global hotel properties were open, while approximately 220 hotels had temporarily suspended operations.

In response to this global crisis, we took actions to prioritize the safety and security of our guests, employees and owners and support our communities.

During the summer, we launched Hilton CleanStay and Hilton EventReady, which deliver a new standard of cleanliness and customer service to our properties worldwide, including for meetings and events.

We also found alternative uses for certain of our hotel properties, including partnering with American Express to donate up to one million hotel room nights for frontline medical professionals, and provided financial assistance to organizations helping those affected by COVID-19, through our Hilton Effect Foundation.

Additionally, we took certain proactive measures to secure our liquidity position to help our business withstand this uncertain time.

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| | | | | | | | | | | | | December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

*LXR Hotels & Resorts:* Found in some of the world's most alluring destinations, LXR Hotels & Resorts connect legendary properties into an exclusive network of hotels that are set apart by an unrivaled commitment to personalized service and elegant, yet locally immersive experiences for their guests.

These properties offer travelers authentic, curated experiences through distinctly local offerings and elevated amenities, while providing the many benefits of Hilton.

For more than 50 years, DoubleTree is the unpretentious brand that indulges you with a double dose of comfortable — through spaces and human moments that just make you feel good, including welcoming guests with its signature, warm DoubleTree cookie.

Every property is united by the reliability that comes with the Hilton name.

Pioneering a new hospitality category, Tempo by Hilton offers accommodations thoughtfully designed to help guests relax and recharge; inspiring public spaces, including an open

As of December 31, 2020, Tempo by Hilton had eight hotels in the pipeline.

As of December 31, 2020, Motto by Hilton had one open hotel and 14 hotels in the pipeline.

Tru by Hilton only launched in 2016 and, in addition to the properties that are already opened as December 31, 2020, had 277 hotels in the pipeline.

*Home2 Suites by Hilton*: Home2 Suites by Hilton is a dynamic and savvy brand designed to make guests feel at home regardless of their length of stay, while enabling them to have a positive impact on the world.

Our forward-thinking design strikes the perfect balance of being modern and playful, while at the same time remaining functional and comfortable.

Our flexible spaces empower guests to maintain their lifestyle with just the right benefits of home and stylish nods to their spirit of adventure.

We are committed to empowering our guests by supporting sustainable communities.

By packaging amenities and services that enable wellness and environmental health, we create value where it matters for our guests, our communities and our planet.

*Hilton Grand Vacations*: Hilton Grand Vacations is a timeshare brand that provides members with the ownership of a deeded real estate interest, as well as club membership points that provide a lifetime of vacation advantages.

experiences to more than 112 million members.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| U.S. | | | — | | | | | | — | | | | | | 12 | | | | | | 4,866 | | | | | | 2 | | | | | | 1,047 | | | | | | 14 | | | | | | 5,913 | | |

| Europe | | | — | | | | | | — | | | | | | 2 | | | | | | 383 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 383 | | |

| U.S. | | | — | | | | | | — | | | | | | 6 | | | | | | 2,211 | | | | | | 1 | | | | | | 223 | | | | | | 7 | | | | | | 2,434 | | |

| Asia Pacific | | | 1 | | | | | | 164 | | | | | | 21 | | | | | | 6,138 | | | | | | 1 | | | | | | 659 | | | | | | 23 | | | | | | 6,961 | | |

| U.S. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | | | | | 3,363 | | | | | | 20 | | | | | | 3,363 | | |

| U.S. | | | — | | | | | | — | | | | | | 62 | | | | | | 46,081 | | | | | | 177 | | | | | | 54,300 | | | | | | 239 | | | | | | 100,381 | | |

| Europe | | | 46 | | | | | | 12,757 | | | | | | 46 | | | | | | 15,495 | | | | | | 39 | | | | | | 10,694 | | | | | | 131 | | | | | | 38,946 | | |

| Asia Pacific | | | 5 | | | | | | 2,999 | | | | | | 103 | | | | | | 36,691 | | | | | | 6 | | | | | | 2,177 | | | | | | 114 | | | | | | 41,867 | | |

| U.S. | | | — | | | | | | — | | | | | | 6 | | | | | | 2,485 | | | | | | 47 | | | | | | 9,329 | | | | | | 53 | | | | | | 11,814 | | |

| Europe | | | — | | | | | | — | | | | | | 5 | | | | | | 520 | | | | | | 15 | | | | | | 1,846 | | | | | | 20 | | | | | | 2,366 | | |

| U.S. | | | — | | | | | | — | | | | | | 32 | | | | | | 10,877 | | | | | | 339 | | | | | | 77,814 | | | | | | 371 | | | | | | 88,691 | | |

| Europe | | | — | | | | | | — | | | | | | 14 | | | | | | 3,524 | | | | | | 101 | | | | | | 17,458 | | | | | | 115 | | | | | | 20,982 | | |

Resorts, Curio Collection by Hilton, DoubleTree by Hilton, Tapestry Collection by Hilton and Embassy Suites by Hilton; our focused service hotel brands, Motto by Hilton, Hilton Garden Inn, Hampton by Hilton, Tru by Hilton, Homewood Suites by Hilton and Home2 Suites by Hilton; and our timeshare brand, Hilton Grand Vacations.

In January 2020, we launched a new brand: Tempo by Hilton.

See "—Our Brand Portfolio," for additional information.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

____________

(2)The table excludes lesser-known regional competitors.

*LXR Hotels & Resorts:* Found in some of the world's most alluring locations, LXR Hotels & Resorts immerse guests in truly profound travel experiences.

LXR connects legendary luxury properties into a network of hotels offering singular service and remarkable experiences.

Each property within the collection is hand-picked for its unique identity or story and features elevated food and beverage experiences, while leveraging the many benefits of Hilton, including the award-winning Hilton Honors guest loyalty program.

Over the past 50 years, DoubleTree has maintained its philosophy that it's the little things that make a big difference, from welcoming guests with its signature, warm DoubleTree cookie to serving the local community.

Every Tapestry Collection property has its own unique style, while giving travelers the reliability of the Hilton name, in addition to the benefits of the award-winning Hilton Honors guest loyalty program.

rooms, activated social spaces, centrally located destinations and locally inspired design and food & beverage.

As of December 31, 2019, Motto by Hilton had 10 hotels in the pipeline, with the first opening expected within the next year.

*Home2 Suites by Hilton*: Home2 Suites by Hilton is an innovative, all-suite extended-stay hotel thoughtfully designed for savvy, sophisticated and cost-conscious travelers.

Guests can enjoy the freedom and flexibility of modern suites with movable furniture, multi-purpose public spaces and impressive extras including complimentary breakfast and saline pools.

Whether staying a few months or a few nights, we strive to ensure our guests are comfortable and productive.

Furry family members are also welcome in our pet friendly environment.

The percentage of travel spending we

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| U.S. | | | — | | | | | | — | | | | | | 14 | | | | | | 5,965 | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 5,965 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Europe | | | — | | | | | | — | | | | | | 1 | | | | | | 307 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 307 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. | | | — | | | | | | — | | | | | | 6 | | | | | | 2,211 | | | | | | 1 | | | | | | 228 | | | | | | 7 | | | | | | 2,439 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Asia Pacific | | | 1 | | | | | | 164 | | | | | | 21 | | | | | | 6,129 | | | | | | 1 | | | | | | 654 | | | | | | 23 | | | | | | 6,947 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | | | | | 1,312 | | | | | | 8 | | | | | | 1,312 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. | | | — | | | | | | — | | | | | | 64 | | | | | | 47,088 | | | | | | 178 | | | | | | 54,792 | | | | | | 242 | | | | | | 101,880 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Europe | | | 50 | | | | | | 13,919 | | | | | | 43 | | | | | | 14,246 | | | | | | 42 | | | | | | 11,355 | | | | | | 135 | | | | | | 39,520 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Asia Pacific | | | 5 | | | | | | 2,994 | | | | | | 97 | | | | | | 35,341 | | | | | | 7 | | | | | | 2,599 | | | | | | 109 | | | | | | 40,934 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. | | | — | | | | | | — | | | | | | 6 | | | | | | 2,485 | | | | | | 44 | | | | | | 8,805 | | | | | | 50 | | | | | | 11,290 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Europe | | | — | | | | | | — | | | | | | 5 | | | | | | 520 | | | | | | 15 | | | | | | 1,694 | | | | | | 20 | | | | | | 2,214 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. | | | — | | | | | | — | | | | | | 32 | | | | | | 10,864 | | | | | | 328 | | | | | | 76,207 | | | | | | 360 | | | | | | 87,071 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Europe | | | — | | | | | | — | | | | | | 13 | | | | | | 3,349 | | | | | | 97 | | | | | | 16,434 | | | | | | 110 | | | | | | 19,783 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Asia Pacific | | | — | | | | | | — | | | | | | 63 | | | | | | 17,439 | | | | | | 3 | | | | | | 1,072 | | | | | | 66 | | | | | | 18,511 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29 | | | | | | 3,966 | | | | | | 29 | | | | | | 3,966 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. | | | — | | | | | | — | | | | | | 42 | | | | | | 11,115 | | | | | | 207 | | | | | | 46,594 | | | | | | 249 | | | | | | 57,709 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. | | | — | | | | | | — | | | | | | 4 | | | | | | 425 | | | | | | 682 | | | | | | 94,423 | | | | | | 686 | | | | | | 94,848 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Europe | | | — | | | | | | — | | | | | | 21 | | | | | | 3,940 | | | | | | 55 | | | | | | 9,181 | | | | | | 76 | | | | | | 13,121 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. | | | — | | | | | | — | | | | | | 38 | | | | | | 4,697 | | | | | | 2,193 | | | | | | 215,477 | | | | | | 2,231 | | | | | | 220,174 | | | | | | | | | | | | | | | | | | | | | | | | | | |

For the fiscal year ended December 31, [removed: 2019][added: 2020]

As of June [removed: 28, 2019,] [added: 30, 2020,] the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $27,521] [added: $19,902] million (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).

The number of shares of common stock outstanding on February [removed: 6, 2020] [added: 10, 2021] was [removed: 277,447,716.][added: 277,607,799.]

Items 10, 11, 12, 13 and 14 of Part III incorporate information by reference from the registrant's definitive proxy statement relating to its [removed: 2020] [added: 2021] annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant's fiscal year.

YEAR ENDED DECEMBER 31, [removed: 2019][added: 2020]

| | | | Forward-Looking Statements | | | [removed: [2](#i_0_10)] [added: [2](#ie1e75c511e9943ad92d2e84b1b441e34_1594)] | | |

| | | | Terms Used and Basis of Presentation in this Annual Report on Form [removed: 10-K] [added: 10-K, COVID-19 Pandemic] | | | [removed: [2](#i_0_10)] | | |

| Item 1. | | | Business | | | [removed: [2](#i_0_10)] [added: [3](#ie1e75c511e9943ad92d2e84b1b441e34_10)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [15](#i_0_13)] [added: [20](#ie1e75c511e9943ad92d2e84b1b441e34_13)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [36](#i_0_16)] [added: [42](#ie1e75c511e9943ad92d2e84b1b441e34_16)] | | |

| Item 2. | | | Properties | | | [removed: [37](#i_0_19)] [added: [43](#ie1e75c511e9943ad92d2e84b1b441e34_19)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [39](#i_0_22)] [added: [45](#ie1e75c511e9943ad92d2e84b1b441e34_22)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [39](#i_0_25)] [added: [45](#ie1e75c511e9943ad92d2e84b1b441e34_25)] | | |

| | | | Equity Securities | | | [removed: [40](#i_0_28)] [added: [46](#ie1e75c511e9943ad92d2e84b1b441e34_28)] | | |

| Item 6. | | | Selected Financial Data | | | [removed: [42](#i_0_31)] [added: [48](#ie1e75c511e9943ad92d2e84b1b441e34_31)] | | |

| Item 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [43](#i_0_34)] [added: [49](#ie1e75c511e9943ad92d2e84b1b441e34_34)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [59](#i_0_67)] [added: [68](#ie1e75c511e9943ad92d2e84b1b441e34_70)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [61](#i_0_70)] [added: [70](#ie1e75c511e9943ad92d2e84b1b441e34_73)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [116](#i_0_208)] [added: [119](#ie1e75c511e9943ad92d2e84b1b441e34_175)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [116](#i_0_211)] [added: [119](#ie1e75c511e9943ad92d2e84b1b441e34_178)] | | |

| Item 9B. | | | Other Information | | | [removed: [116](#i_0_214)] [added: [119](#ie1e75c511e9943ad92d2e84b1b441e34_181)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [117](#i_0_217)] [added: [120](#ie1e75c511e9943ad92d2e84b1b441e34_184)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [117](#i_0_220)] [added: [120](#ie1e75c511e9943ad92d2e84b1b441e34_187)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [117](#i_0_226)] [added: [120](#ie1e75c511e9943ad92d2e84b1b441e34_193)] | | |

| Item 14. | | | Principal Accounting Fees and Services | | | [removed: [117](#i_0_229)] [added: [120](#ie1e75c511e9943ad92d2e84b1b441e34_196)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [117](#i_0_235)] [added: [120](#ie1e75c511e9943ad92d2e84b1b441e34_199)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [122](#i_0_238)] [added: [124](#ie1e75c511e9943ad92d2e84b1b441e34_202)] | | |

These statements include, but are not limited to, statements related to our expectations regarding the [added: impact of the novel coronavirus ("COVID-19") pandemic, the] performance of our business, our financial results, our liquidity and capital resources and other non-historical statements.

[removed: Risk Factors."] These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Annual Report on Form 10-K.

Except where the context requires otherwise, references to our "properties" refer to the hotels, resorts and timeshare properties that are managed, franchised, owned or leased by us, while references to "hotels" [removed: excludes] [added: exclude] timeshare properties.

Hilton did not retain any interest in Park or HGV, but did enter into long-term management and franchise contracts with Park for the portfolio of hotels and resorts [removed: held by] [added: that] it [added: held] at the time of the spin-offs and a [added: 100-year] license agreement with HGV for the timeshare business.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| | | | Summary of Risk Factors | | | [2](#ie1e75c511e9943ad92d2e84b1b441e34_1604) | | |

| | | | and Social Media | | | [3](#ie1e75c511e9943ad92d2e84b1b441e34_1610) | | |

| PART III | | | | | | [120](#ie1e75c511e9943ad92d2e84b1b441e34_184) | | |

| | | | Matters | | | [120](#ie1e75c511e9943ad92d2e84b1b441e34_190) | | |

| | | | Signatures | | | [125](#ie1e75c511e9943ad92d2e84b1b441e34_205) | | |

Such forward-looking statements are subject to various risks and uncertainties that could cause actual outcomes or results to differ materially from those indicated in these statements, including, among others, those described under "Part I—Item 1A.

Risk Factors" and under "Summary of Risk Factors" below.

*Summary of Risk Factors*

In addition to the other information in this Annual Report on Form 10-K, the following risk factors should be considered carefully in evaluating our company and our business.

A summary of the principal factors that create risk in investing in our securities and might cause actual results to differ is set forth below:

- The ongoing global COVID-19 pandemic has negatively affected and will continue to negatively affect our business, financial condition and results of operations;

- We are subject to the business, financial and operating risks inherent to the hospitality industry, any of which could reduce our revenues and limit opportunities for growth;

- Macroeconomic and other factors beyond our control can adversely affect and reduce demand for our products and services;

- Because we operate in a highly competitive industry, our revenues or profits could be harmed if we are unable to compete effectively;

- Our business is subject to risks related to doing business with third-party property owners that could adversely affect our reputation, operational results or prospects for growth;

- Failures in, material damage to or interruptions in our information technology systems, software or websites and difficulties in updating our existing software or developing or implementing new software could have a material adverse effect on our business or results of operations;

- The growth of internet reservation channels could adversely affect our business and profitability;

- Because we derive a portion of our revenues from operations outside the U.S. the risks of doing business internationally could lower our revenues, increase our costs, reduce our profits or disrupt our business; and

- Our substantial indebtedness and other contractual obligations could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry and our ability to pay our debts, and could divert our cash flow from operations for debt payments.

These risk factors do not identify all risks that we face, and our business, financial condition and results of operations could also be affected by factors, events or uncertainties that are not presently known to us or that we currently do not consider to present material risks.

*COVID-19 Pandemic*

During the year ended December 31, 2020, the COVID-19 pandemic significantly impacted the global economy and strained the hospitality industry due to travel restrictions and stay-at-home directives in place at various times during the period, resulting in cancellations and significantly reduced travel around the world.

The reduction in travel resulted in the complete and partial suspensions of hotel operations in many of the areas where our hotels are located.

As such, it had a material adverse impact on our results for the year ended December 31, 2020.

See "Part I—Item 1A.

Risk Factors—Risks Related to the COVID-19 Pandemic" and "Part II—Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations" for additional information.

| PART III | | | | | | [117](#i_0_217) | | |

| | | | Matters | | | [117](#i_0_223) | | |

| | | | Signatures | | | [123](#i_0_241) | | |

Such forward-looking statements are subject to various risks and uncertainties, including, among others, risks inherent to the hospitality industry, macroeconomic factors beyond our control, competition for hotel guests and management and franchise contracts, risks related to doing business with third-party hotel owners, performance of our information technology systems, growth of reservation channels outside of our system, risks of doing business outside of the United States ("U.S.") and our indebtedness.

Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements.

We believe these factors include, but are not limited to, those described under "Part I—Item 1A.

As of December 31, [removed: 2019,] [added: 2020,] we owned 100 percent or a controlling financial interest in the following two properties, representing 416 rooms.

(1)We own a controlling financial interest, but less than a 100 percent interest, in the entity that [removed: owns] [added: leases] the property.

As of December 31, [removed: 2019,] [added: 2020,] we had a minority or noncontrolling financial interest in the entities that own or lease the following five properties, representing 2,244 rooms.

As of December 31, [removed: 2019,] [added: 2020,] we leased the following [removed: 58] [added: 54] hotels, representing [removed: 17,897] [added: 16,740] rooms.

| Hilton Tokyo(1) | | | | | | (Shinjuku-ku) Tokyo, Japan | | | | | | [removed: 825] [added: 830] | | |

| Hilton Vienna | | | | | | Vienna, Austria | | | | | | [removed: 655] [added: 663] | | |

These offices consist of approximately [removed: 271,000] [added: 248,000] rentable square feet of leased space.

| Hilton Izmir | | | | | | Izmir, Turkey | | | | | | 380 | | |

| Ankara Hilton | | | | | | Ankara, Turkey | | | | | | 309 | | |

| Adana Hilton | | | | | | Adana, Turkey | | | | | | 295 | | |

| Mersin Hilton | | | | | | Mersin, Turkey | | | | | | 186 | | |

Our common stock is listed for trading on the NYSE under the symbol "HLT." As of December 31, [removed: 2019,] [added: 2020,] there were approximately [removed: 13] [added: 14] holders of record of our common stock, which does not include a substantially greater number of beneficial holders whose shares are held of record by banks, brokers and other financial institutions.

The following graph compares Hilton's cumulative total stockholder return since December 31, [removed: 2014] [added: 2015] with the S&P 500 Index ("S&P 500") and the S&P Hotels, Resorts & Cruise Lines Index ("S&P Hotel").

The graph assumes that the value of the investment in our common stock and each index was $100 on December 31, [removed: 2014] [added: 2015] and that all dividends and other distributions, including the effect of the spin-offs, were reinvested.

[removed: ][added: ]

| | | | [removed: 12/31/2014] [added: 12/31/2015] | | | | | | [removed: 12/31/2015] [added: 12/31/2016] | | | | | | [removed: 12/31/2016] [added: 12/31/2017] | | | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | |

[removed: (2)Our] [added: Our] stock repurchase [removed: program, which] [added: program] was initially [added: publicly] announced in February 2017 and subsequently increased in November [removed: 2017 and] [added: 2017,] February [removed: 2019, allows for the repurchase of up to a total of $3.5 billion of our common stock.][added: 2019 and March 2020.]

Under [removed: this publicly announced] [added: the] program, we are authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act.

We have historically paid regular quarterly cash dividends.

However, in March 2020, we suspended the declaration and payment of dividends as part of certain proactive measures we took to secure our liquidity position in response to the COVID-19 pandemic.

| Hilton | | | $ | 100.00 | | | | | $ | 130.57 | | | | | $ | 188.46 | | | | | $ | 170.71 | | | | | $ | 265.29 | | | | | $ | 266.69 | |

| S&P 500 | | | 100.00 | | | | | | 109.54 | | | | | | 130.81 | | | | | | 122.65 | | | | | | 158.07 | | | | | | 183.77 | | |

| S&P Hotel | | | 100.00 | | | | | | 105.16 | | | | | | 153.97 | | | | | | 124.14 | | | | | | 167.20 | | | | | | 123.30 | | |

As of December 31, 2020, approximately $2.2 billion remained available for share repurchases under the program.

We formally suspended share repurchases given the current economic environment and our efforts to preserve cash, and no share repurchases have been made since March 5, 2020.

The stock repurchase program remains authorized by the board of directors, and we may resume share repurchases in the future at any time, depending on market conditions, our capital needs and other factors.

We currently pay regular quarterly cash dividends and expect to continue paying regular cash dividends on a quarterly basis.

| Hilton | | | $ | 100.00 | | | | | $ | 82.02 | | | | | $ | 107.10 | | | | | $ | 154.58 | | | | | $ | 140.02 | | | | | $ | 218.82 | |

| S&P 500 | | | 100.00 | | | | | | 99.27 | | | | | | 108.74 | | | | | | 129.86 | | | | | | 121.76 | | | | | | 156.92 | | |

| S&P Hotel | | | 100.00 | | | | | | 101.98 | | | | | | 107.23 | | | | | | 157.01 | | | | | | 126.59 | | | | | | 170.50 | | |

The following table sets forth information regarding our purchases of shares of our common stock during the three months ended December 31, 2019:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share(1) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program(2) | | | | | | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(2) (in millions) | | |

| October 1, 2019 to October 31, 2019 | | | 1,547,663 | | | | | | $ | 93.57 | | | | | 1,547,663 | | | | | | $ | 814 | |

| November 1, 2019 to November 30, 2019 | | | 1,157,621 | | | | | | 99.76 | | | | | | 1,157,621 | | | | | | 698 | | |

| December 1, 2019 to December 31, 2019 | | | 1,684,131 | | | | | | 108.72 | | | | | | 1,684,131 | | | | | | 515 | | |

| Total | | | 4,389,415 | | | | | | 101.01 | | | | | | 4,389,415 | | | | | | | | |

____________

(1)This price includes per share commissions paid.

We derived the selected statement of operations data for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] and the selected balance sheet data as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We derived the selected statement of operations data for the years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] and the selected balance sheet data as of December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] from audited consolidated financial statements that are not included in this Annual Report on Form 10-K.

| | | | As of and for the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: 2019(1) | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | 2015(2)] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | | | | | [added: 2017] | | | | | | [added: 2016] | | |

| | | | (in millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Selected Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Total revenues | | | $ | [removed: 9,452] [added: 4,307] | | | | | $ | [removed: 8,906] [added: 9,452] | | | | | $ | [removed: 8,131] [added: 8,906] | | | | | $ | [removed: 6,576] [added: 8,131] | | | | | $ | [removed: 7,133 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 6,576] | |

| Operating income [removed: | | | 1,657 | | | | | | 1,432 | | | | | | 1,132 | | | | | | 868 | | |] [added: (loss)] | | | [removed: 904] [added: (418)] | | | | | | [added: 1,657] | | | | | | [added: 1,432] | | | | | | [added: 1,132] | | | | | | [added: 868] | | |

| Income (loss) from continuing operations, net of taxes | | | [removed: 886 | | | | | | 769 | | | | | | 1,089 | | | | | | (17) | | | | | | 881] [added: (720)] | | | | | | [added: 886] | | | | | | [added: 769] | | | | | | [added: 1,089] | | | | | | [added: (17)] | | |

| Net income (loss) from continuing operations per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Basic | | | $ | [removed: 3.07] [added: (2.58)] | | | | | $ | [removed: 2.53] [added: 3.07] | | | | | $ | [removed: 3.34] [added: 2.53] | | | | | $ | [removed: (0.08)] [added: 3.34] | | | | | $ | [removed: 2.67 | | | | | | | | | | | | | | | | | | | | | | | |] [added: (0.08)] | |

| Diluted | | | [removed: 3.04 | | | | | | 2.50 | | | | | | 3.32 | | | | | | (0.08) | | | | | | 2.66] [added: (2.56)] | | | | | | [added: 3.04] | | | | | | [added: 2.50] | | | | | | [added: 3.32] | | | | | | [added: (0.08)] | | |

| Cash dividends declared per share | | | $ | [removed: 0.60] [added: 0.15] | | | | | $ | 0.60 | | | | | $ | 0.60 | | | | | $ | [removed: 0.84] [added: 0.60] | | | | | $ | [removed: 0.42 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 0.84] | |

| Selected Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Total [removed: assets(3)] [added: assets(1)] | | | $ | [removed: 14,957] [added: 16,755] | | | | | $ | [removed: 13,995] [added: 14,957] | | | | | $ | [removed: 14,228] [added: 13,995] | | | | | $ | [removed: 26,176] [added: 14,228] | | | | | $ | [removed: 25,622 | | | | | | | | | | | | | | | | | | | | | | | |] [added: 26,176] | |

| Long-term [removed: debt(4) | | | 7,993 | | | | | | 7,282 | | | | | | 6,602 | | | | | | 6,616 | | |] [added: debt(2)] | | | [removed: 5,894] [added: 10,487] | | | | | | [added: 7,993] | | | | | | [added: 7,282] | | | | | | [added: 6,602] | | | | | | [added: 6,616] | | |

[removed: (3)Includes] [added: (1)Includes] the assets of Hilton, Park and HGV as of December 31, [removed: 2016 and 2015.][added: 2016.]

[removed: (4)Includes] [added: (2)Includes] current maturities and is net of unamortized deferred financing costs and discount.

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(1)We adopted the requirements of Accounting Standards Update ("ASU") ASU No. 2016-02, *Leases (Topic 840)* ("ASU 2016-02") on January 1, 2019 by applying the requirements on the adoption date and recording a cumulative adjustment to the opening balance of retained earnings.

(2)Selected statement of operations data and selected balance sheet data have not been adjusted from the basis of accounting applied before our adoption of ASU No. 2014-09, *Revenue from Contracts with Customers (Topic 606)* as of January 1, 2016.

| Management’s Report on Internal Control Over Financial Reporting | | | [removed: [62](#i_0_73)] [added: [71](#ie1e75c511e9943ad92d2e84b1b441e34_76)] | | |

| Report of Independent Registered Public Accounting Firm [removed: -] [added: –] Internal Control Over Financial Reporting | | | [removed: [63](#i_0_76)] [added: [72](#ie1e75c511e9943ad92d2e84b1b441e34_79)] | | |

| Report of Independent Registered Public Accounting Firm [removed: -] [added: –] Financial Statements | | | [removed: [64](#i_0_79)] [added: [73](#ie1e75c511e9943ad92d2e84b1b441e34_82)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] | | | [removed: [67](#i_0_82)] [added: [78](#ie1e75c511e9943ad92d2e84b1b441e34_85)] | | |

| Consolidated Statements of Operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | | | [removed: [68](#i_0_88)] [added: [79](#ie1e75c511e9943ad92d2e84b1b441e34_88)] | | |

| Consolidated Statements of Comprehensive Income [added: (Loss)] for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | | | [removed: [69](#i_0_91)] [added: [80](#ie1e75c511e9943ad92d2e84b1b441e34_91)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | | | [removed: [70](#i_0_97)] [added: [81](#ie1e75c511e9943ad92d2e84b1b441e34_94)] | | |

| Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] | | | [removed: [71](#i_0_100)] [added: [82](#ie1e75c511e9943ad92d2e84b1b441e34_97)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [72](#i_0_103)] [added: [83](#ie1e75c511e9943ad92d2e84b1b441e34_100)] | | |

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Ernst & Young LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

We have audited Hilton Worldwide Holdings Inc.'s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Hilton Worldwide Holdings Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Hilton Worldwide Holdings Inc. (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive income, cash flows, and stockholders' equity, for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] of the Company and the related notes, and our report dated February [removed: 11, 2020] [added: 17, 2021] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Hilton Worldwide Holdings Inc. (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive income, cash flows, and stockholders’ equity, for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the [removed: "financial] [added: "consolidated financial] statements").

In our opinion, the [added: consolidated] financial statements present fairly, in all material respects, the [removed: consolidated] financial position of the Company [removed: as of] [added: at] December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with US generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 11, 2020] [added: 17, 2021] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | The Company recognized [removed: $239] [added: $264] million of revenues during the year ended December 31, [removed: 2019] [added: 2020] and had deferred [removed: revenue] [added: revenues] of [removed: $396] [added: $720] million [added: and a liability for guest loyalty program of $2,469 million] as of December 31, [removed: 2019] [added: 2020] associated with the Hilton Honors guest loyalty and marketing program (the “Loyalty Program”). As discussed in Note 4 to the consolidated financial statements, the Company has a performance obligation to provide or arrange for the provision of goods or [removed: services] [added: services,] for free or at a [removed: discount] [added: discount,] to Hilton Honors members in exchange for the redemption of points earned [removed: based on their spending at participating properties and] through participation in [removed: affiliated partner programs.] [added: the Loyalty Program.] The consideration for the Loyalty Program is received from hotel properties or other program partners at the time points are earned by Hilton Honors members. Such amounts are recognized as revenue when [removed: points are redeemed and] the related [removed: performance] [added: point] obligation is [removed: met] [added: satisfied] based upon the estimated standalone selling price per [added: point in excess of the related cost per] point. Auditing Loyalty Program results is complex due to: (1) the complexity of models and high volume of data used to monitor and account for the Loyalty Program results, and (2) the complexity of estimating the standalone selling price per Loyalty Program point, including the estimated breakage rate of Loyalty Program points. Such estimates are complex given the significant estimation associated with redemption activity. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of accounting for the [removed: Hilton Honors] [added: Loyalty Program] during the year. For example, we tested controls over management’s review of the assumptions and data inputs utilized by outside actuaries [removed: in assisting] [added: to assist] the Company [removed: with estimating] [added: in determining] the [removed: ultimate estimated] [added: fair value of the future award] redemption [removed: cost] [added: obligation] and breakage rate of Loyalty Program points and [removed: management's] [added: management’s] review of [removed: monthly] activity and data inputs to their accounting model. To test the recognition of revenues and costs associated with the Loyalty Program, we involved specialists on our team and performed audit procedures that included, among others, testing the clerical accuracy and consistency with US GAAP of the accounting model developed by the Company to recognize revenue and costs associated with the Loyalty [removed: Program, and testing] [added: Program. We tested] significant inputs into the accounting model, including the estimated standalone selling price and recognition of points earned and redeemed during the [removed: period whereby we] [added: period. We] involved our actuarial professionals to assist in our testing [removed: procedures.] [added: procedures with respect to the estimate of the breakage of Loyalty Program points and the ultimate estimated redemption cost.] We evaluated management’s methodology for estimating the breakage of Loyalty Program points, as well as tested underlying data and [removed: actuarial] assumptions used in estimating the breakage rate. | | |

| *Description of the Matter* | | | | | | The Company recognized [added: an] income tax [removed: expense] [added: benefit] of [removed: $358] [added: $204] million during the year ended December 31, [removed: 2019,] [added: 2020,] and unrecognized tax benefits of [removed: $395] [added: $451] million as of December 31, [removed: 2019.] [added: 2020.] As discussed in Note 13 to the consolidated financial statements, [added: changes to] the Company’s unrecognized tax benefits relate to, among others, uncertainty regarding [removed: affirmative refund claims submitted to the Internal Revenue Service during 2019, calculations of certain tax deductions claimed, and the valuation of certain] [added: prior year] tax [removed: assets] [added: returns] in [added: certain foreign jurisdictions where] the [removed: United States] [added: Company operates, additional reserves related to Hilton Honors,] and [added: reductions and settlements related to] the [removed: United Kingdom.] [added: conclusion of certain state audits.] Further, as discussed in Note 13 to the consolidated financial statements, the Company has recognized tax positions of $817 million as of December 31, [removed: 2019] [added: 2020] for which the Internal Revenue Service has made proposed adjustments through the issuance of a Revenue Agents Report, for which the Company has reserved [removed: $58] [added: $97] million. Auditing the accounting for income taxes is complex as a result of: (1) operations in multiple foreign tax jurisdictions and international restructuring transactions, (2) the judgment and estimation associated with both the identification and measurement of the Company's unrecognized tax benefits, including its evaluation of the technical merits related to matters for which no reserves or partial reserves have been recorded, and (3) the significant estimation associated with the measurement of unrecognized tax benefits outstanding as of the balance sheet date. | | |

| *Description of the Matter* | | | | | | The Company recognized Other expenses from managed and franchised properties of [removed: $5,763] [added: $3,104] million and General and administrative expenses of [removed: $441] [added: $311] million during the year ended December 31, [removed: 2019.] [added: 2020.] As discussed in Note 2 to the consolidated financial statements, the Company incurs certain direct and indirect expenses that are for the benefit of, and contractually reimbursable from, hotel owners. Such amounts (“Cost Reimbursements”) are recorded in the period in which the expense is incurred as Other expenses from managed and franchised properties and the accounting for indirect cost reimbursements includes judgment with respect to the allocation of certain costs between reimbursable and non-reimbursable. Auditing the classification of indirect reimbursements recognized within Other expenses from managed and franchised properties and General and administrative expenses is complex as a result of: (1) judgment associated with testing management’s conclusions regarding the allocation of costs between reimbursable and non-reimbursable expenses, presented as Other expenses from managed and franchised properties and General and administrative expenses, respectively, (2) the complexity associated with allocating indirect expenses due to the high volume of data utilized by management in establishing and maintaining allocations for indirect expenses, and (3) incentives for management to limit the growth in General and administrative expenses due to the impact on publicly disclosed earnings metrics. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process of accounting for Cost Reimbursements, General and administrative expenses, and the process for allocating indirect reimbursement expenses during the year. For example, we tested management’s controls over the review of the allocation of certain indirect costs to determine if they were appropriately classified. To test the recognition of Cost Reimbursements for appropriate classification, we performed audit procedures that included, among others: testing a sample of transactions that were classified within Other expenses from managed and franchised properties in order to evaluate the appropriate accounting treatment and reasonableness of classification; comparing budgeted amounts [removed: to prior] [added: and initial] allocations [added: to actual activity] and evaluating the reasonableness of any resulting material changes to allocations of indirect expenses; performing analytic procedures over Other expenses from managed and franchised properties and General and administrative expenses in order to identify indicators of material errors in the classification of expenses based on established trends and expectations; and testing material manual journal entries made to Other expenses from managed and franchised properties and General and administrative expenses. | | |

| | | | December 31, | | | | | | | | | [removed: | | | | | |]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [added: 2018] | | |

| ASSETS | | | | | | | | | | | | [removed: | | | | | |]

| Current Assets: | | | | | | | | | | | | [removed: | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 538] [added: 3,218] | | | | | $ | [removed: 403 | | | | | |] [added: 538] | |

| Restricted cash and cash equivalents | | | [removed: 92 | | | | | | 81] [added: 45] | | | | | | [added: 92] | | |

| Accounts receivable, net of allowance for [removed: doubtful accounts] [added: credit losses] of [removed: $44] [added: $132] and [removed: $42 | | | 1,261 | | |] [added: $44] | | | [removed: 1,150] [added: 771] | | | | | | [added: 1,261] | | |

| Prepaid expenses | | | [removed: 130 | | | | | | 160] [added: 70] | | | | | | [added: 130] | | |

| Other | | | [removed: 72 | | | | | | 189] [added: 98] | | | | | | [added: 72] | | |

| Total current assets (variable interest entities *–* [removed: $100] [added: $53] and [removed: $90) | | | 2,093 | | |] [added: $100)] | | | [removed: 1,983] [added: 4,202] | | | | | | [added: 2,093] | | |

| Intangibles and Other Assets: | | | | | | | | | | | | [removed: | | | | | |]

| Goodwill | | | [removed: 5,159 | | | | | | 5,160] [added: 5,095] | | | | | | [added: 5,159] | | |

| Brands | | | [removed: 4,877 | | | | | | 4,869] [added: 4,904] | | | | | | [added: 4,877] | | |

| Management and franchise contracts, net | | | [removed: 780 | | | | | | 872] [added: 653] | | | | | | [added: 780] | | |

| Other intangible assets, net | | | [removed: 421 | | | | | | 415] [added: 266] | | | | | | [added: 421] | | |

| Operating lease right-of-use assets | | | [removed: 867 | | | | | | —] [added: 772] | | | | | | [added: 867] | | |

| Property and equipment, net | | | [removed: 380 | | | | | | 367] [added: 346] | | | | | | [added: 380] | | |

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| | | | | | | Impairment of Goodwill, Property and Equipment and Intangible Assets with Finite Useful Lives | | |

| *Description of the Matter* | | | | | | As of December 31, 2020, the Company’s net consolidated goodwill totaled $5,095 million, and property and equipment and intangible assets with finite useful lives (together, the “finite‑lived assets”), totaled $346 million and $1,691 million, respectively. As discussed in Notes 6 and 11 to the consolidated financial statements, the Company recorded impairment charges during the period of $104 million on goodwill and $154 million on finite‑lived assets. As discussed in Note 2 to the consolidated financial statements, the novel coronavirus (“COVID-19”) pandemic had a material adverse impact on the Company’s results for the year ended December 31, 2020. Further, as discussed in Note 2 to the consolidated financial statements, the Company evaluates the carrying value of its reporting units on an annual basis or at other times during the year if indicators of impairment are present, such as macroeconomic conditions including a deterioration in general economic conditions. For finite‑lived assets, the Company evaluates the carrying value either on an annual basis or at other times of the year if indicators of impairment are present, such as a significant decrease in the market price of a finite-lived asset, or a significant adverse change in the manner in which a finite-lived asset is being used. When such factors exist, as in the case of COVID-19 impacts on results, for goodwill, the Company performs an analysis to determine the fair value of its reporting units as compared to carrying values, to identify both the existence of impairment and to measure the amount of impairment loss. Impairment losses for goodwill are determined when the fair value of a reporting unit is less than its net carrying value. Impairment losses are measured and recorded as the excess of the carrying value of a reporting unit over its estimated fair value. For finite-lived assets, the Company evaluates recoverability of the asset group carrying value by comparing the expected undiscounted future cash flows to the net carrying value of the asset group. Impairment losses for finite‑lived assets are determined when the undiscounted cash flows are less than the net carrying value of the asset group. Impairment losses are measured and recorded as the excess of the net carrying value of the asset group over the estimated fair value of the assets within the asset group. Auditing management’s evaluation of goodwill and finite-lived assets for impairment and measurement of impairment is complex due to the judgment and significant estimation uncertainty in the identification of impairment indicators, determination of the estimated future discounted cash flows of reporting units and undiscounted cash flows of finite‑lived asset groups that exhibited indicators of impairment, and determination of the fair value of reporting units and finite‑lived asset groups in instances where impairment was measured. In particular, identification of impairment indicators is judgmental due to the subjectivity of management’s assumptions in determining how the current economic environment impacts the performance of their business in the future. Additionally, discounted and undiscounted cash flows and fair value estimates are subject to significant assumptions which include projected reporting unit, hotel and asset-level revenue and gross margin growth, estimated capital expenditures, terminal period assumptions, and the discount rate applied to cash flow forecasts, all of which can be affected by future market conditions including the longevity of the impact of COVID-19. These estimates are also affected by management’s assumptions regarding intent and ability to hold and use the finite-lived assets over the remaining useful lives and in the manner assumed in impairment evaluation and measurement analyses. | | |

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| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls related to the Company’s process for evaluating goodwill and finite‑lived assets for impairment and measurement of impairment, including controls over management’s review of the significant assumptions described above. To test the Company’s evaluation of goodwill and finite‑lived assets for impairment, including fair value estimates for impairment measurement purposes, we performed audit procedures that included, among others, involving valuation specialists to assist in evaluating the significant assumptions discussed above for the reporting units and certain hotel related finite‑lived assets, assessing the methodologies, evaluating the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by management in its analyses. We compared the significant assumptions used by management to historical operating results, relevant observable market information, current industry trends, Company strategic priorities and other relevant factors. As part of our evaluation, we assessed the historical accuracy of management’s estimates and performed sensitivity analyses of certain assumptions, including revenue and gross margin growth rates, estimated capital expenditures, terminal period assumptions and the discount rate, to evaluate the changes in the fair value of reporting units and recoverability of certain finite‑lived assets and the change in measured impairment that would result from changes in the assumptions. We also inspected the minutes and materials of relevant committee and management meetings, observing those meetings when possible. | | |

February 17, 2021

| Reorganization costs | | | 41 | | | | | | — | | | | | | — | | |

| Impairment losses | | | 258 | | | | | | — | | | | | | — | | |

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| Impairment losses | | | 258 | | | | | | — | | | | | | — | | |

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| Balance as of December 31, 2020 | | | 278 | | | | | | $ | 3 | | | | | $ | (4,453) | | | | | $ | 10,552 | | | | | $ | (6,732) | | | | | $ | (860) | | | | | $ | 4 | | | | | $ | (1,486) | |

We hold interests in VIEs, for which we are not the primary beneficiary, that may provide us with the option to acquire an additional interest in such an entity at a predetermined amount, if certain contingent events occur.

In particular, the novel coronavirus ("COVID-19") pandemic had a material adverse impact on our results for the year ended December 31, 2020, and we expect it to continue to have a material adverse impact on our results for an indeterminate length of time.

Management is making estimates and judgments in light of these circumstances, and this period, as well as upcoming periods, are unlikely to be comparable to past performance or indicative of future performance.

Reorganization

During the year ended December 31, 2020, we recognized expenses related to organizational changes, including reductions in our workforce and the associated costs, as part of our efforts to reduce future costs for our corporate operations in response to the COVID-19 pandemic.

Included in these expenses were $41 million of reorganization costs for our corporate operations and

$177 million related to amounts to be reimbursed by our third-party hotel owners, including those related to our managed hotels, which were included in other expenses from managed and franchised properties in our consolidated statement of operations.

As of December 31, 2020, $35 million of reorganization costs were included in accounts payable, accrued expenses and other in our consolidated balance sheet, with related amounts in accounts receivable for reimbursements by our third-party hotel owners, as applicable.

However, in response to cash flow deficiencies experienced by certain property owners resulting from the COVID-19 pandemic, we may amend certain contracts with customers to provide short-term payment relief, expecting that we collect most amounts outstanding in twelve months or less.

We have elected to

Allowance for Credit Losses

An allowance for credit losses is provided on our financial instruments, primarily accounts receivable.

Our expected credit losses are based on historical collection activity, the nature of the financial instrument, geographic considerations and current and forecasted business conditions.

As of December 31, 2020, the intangible assets related to these franchise contracts, U.S. management contracts and certain proprietary technologies were fully amortized.

Refer to "Leases" below for information on right-of-use ("ROU") assets of finance leases, which are included in property and equipment, net in our consolidated balance sheets.

We allocate the impairment loss related to an asset group among the various assets within the asset group pro rata based on the relative carrying value of the respective assets.

We allocate the impairment loss related to an asset group among the various assets within the asset group pro rata based on the relative carrying value of the respective assets.

For operating leases for which the ROU asset has been impaired, the lease expense is determined as the sum of the amortization of the ROU asset remaining after impairment on a straight-line basis over the remaining term of the lease and the accretion of the lease liability based on the discount rate applied to the lease liability.

Contract liabilities related to the pre-sale of Hilton Honors points are recognized as revenue from licensing fees when the related points are issued to customers, and the remainder is recognized when customers redeem the Hilton Honors points.

During 2020, we temporarily suspended the expiration of Hilton Honors points, and, as a result, our estimates of breakage include the anticipated point expirations that will occur at the end of the suspension.

sources.

We are also self-insured for health coverage for the employees of our U.S. corporate operations and some managed properties.

During the year ended December 31, 2020, the terms of all outstanding performance shares were modified such that participants would receive the greater of the payout under the original award or the modified award, with the exception of certain executives who will receive the number of shares achieved under the modified award, based on the fact that the performance conditions applicable to the original awards were no longer expected to be achieved due to the significant and unforeseen challenges related to the COVID-19 pandemic.

Under the terms of the modified awards, the outstanding 2018 awards and a portion of the outstanding 2019 awards were modified to vest based on performance prior to the pandemic and continued service, and the remaining portion of the outstanding 2019 awards and the outstanding 2020 awards were converted to performance awards that will vest based

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February 11, 2020

Adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842)

As discussed in Note 2 to the financial statements, the Company changed its method for accounting for leases due to the adoption of ASU No. 2016-02, *Leases (Topic 842)*, and the amendments in ASU No. 2018-11, *Leases (Topic 842): Targeted Improvements*, on January 1, 2019 using a modified-retrospective approach.

February 11, 2020

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| Distributions from unconsolidated affiliates | | | 2 | | | | | | 4 | | | | | | 1 | | | | | | | | | | | | | | |

| Cash transferred in spin-offs | | | — | | | | | | — | | | | | | (501) | | | | | | | | | | | | | | |

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| Balance as of December 31, 2016 | | | 329 | | | | | | $ | 3 | | | | | $ | — | | | | | $ | 10,220 | | | | | $ | (3,545) | | | | | $ | (1,001) | | | | | $ | (50) | | | | | $ | 5,627 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,084 | | | | | | — | | | | | | 5 | | | | | | 1,089 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Spin-offs of Park and HGV | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,323) | | | | | | 63 | | | | | | 49 | | | | | | (4,211) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Organization

Spin-offs

On January 3, 2017, we completed the spin-offs of a portfolio of hotels and resorts, as well as our timeshare business, into two independent, publicly traded companies: Park Hotels & Resorts Inc. ("Park") and Hilton Grand Vacations Inc. ("HGV"), respectively, (the "spin-offs").

On January 1, 2019, we adopted the requirements of Accounting Standards Update ("ASU") No. 2016-02, *Leases (Topic 842)* ("ASU 2016-02") using a modified-retrospective approach.

The presentation of financial information for periods prior to January 1, 2019 remains unchanged and in accordance with *Leases (Topic 840).* See "Leases" and "Recently Issued Accounting Pronouncements" below for additional information.

Allowance for Doubtful Accounts

An allowance for doubtful accounts is provided on accounts receivable when losses are probable based on historical collection activity and current business conditions.

Contract assets relate to incentive management fees for which the period of service has passed, but for which our right to consideration is conditional upon completing the requirements of the incentive fee period.

Contract assets are included in other current assets in our consolidated balance sheets and are reclassified to accounts receivable when our right to consideration becomes unconditional.

We evaluate the carrying value of our property and equipment if there are indicators of impairment.

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2019.][added: 2020.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2019.][added: 2020.]

The number of securities to be issued upon exercise of outstanding options, warrants and rights reflected in the table below includes shares underlying equity-based awards granted, and that remained outstanding as of December 31, [removed: 2019] [added: 2020] under the equity [removed: incentive] [added: compensation] plans.

| | | | Number of securities to be issued upon exercise of outstanding options, warrants and [removed: rights(1)] [added: rights(1)] | | | | | | [removed: Weighted-average] [added: Weighted average] exercise price per share of outstanding options | | | | | | Number of securities remaining available for future issuance under equity compensation plans | | | [removed: | | | | | | | | | | | |]

(1)Includes shares issuable upon exercise of stock options and [removed: 3,931,599] [added: 3,125,195] shares that may be issued upon the vesting of certain share-based compensation awards.

The number of shares to be issued in respect of performance shares has been calculated based on the assumption that the maximum levels of performance applicable to the performance shares will be [removed: achieved.][added: achieved after taking into account the performance share modifications that occurred in December 2020.]

The remaining information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2019.][added: 2020.]

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| | | | As of December 31, 2020 | | | | | | | | | | | | | | |

| Equity compensation plans approved by stockholders | | | 6,149,640 | | | | | | $ | 71.88 | | | | | 12,874,717 | | |

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| | | | As of December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Equity compensation plans approved by stockholders | | | 6,733,680 | | | | | | $ | 65.72 | | | | | 14,227,015 | | | | | | | | | | | | | | |

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2019.][added: 2020.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2019.][added: 2020.]

| 2.1 | | | | | | [Distribution Agreement, dated January 2, 2017, among Hilton Worldwide Holdings Inc., Hilton Domestic Operating Company Inc., Park Hotels & Resorts Inc. and Hilton Grand Vacations Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex21.htm) [filed] [added: 8-K filed] on January 4, 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex21.htm) | | |

| 3.1 | | | | | | [Certificate of Incorporation of Hilton Worldwide Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1585689/000119312513476077/d645078dex31.htm) [filed on](http://www.sec.gov/Archives/edgar/data/1585689/000119312513476077/d645078dex31.htm) [December 17,](http://www.sec.gov/Archives/edgar/data/1585689/000119312513476077/d645078dex31.htm) [2013](http://www.sec.gov/Archives/edgar/data/1585689/000119312513476077/d645078dex31.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312513476077/d645078dex31.htm)] [added: 8-K filed on December 17, 2013).](http://www.sec.gov/Archives/edgar/data/1585689/000119312513476077/d645078dex31.htm)] | | |

| 3.2 | | | | | | [Certificate of Amendment to Certificate of Incorporation of Hilton Worldwide Holdings Inc. effective as of January 3, 2017 (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex31.htm) [filed] [added: 8-K filed] on January 4, 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex31.htm) | | |

| 4.1 | | | | | | [Indenture with respect to [removed: the 4.625% Senior Notes due 2025 (the "2025 Notes") and the 4.875%] [added: the](http://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex41.htm) [4.875%] Senior Notes due 2027 (the "2027 Notes"), dated as of March 16, 2017, by and among Hilton Worldwide Finance LLC, Hilton Worldwide Finance Corp., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex41.htm) [filed] [added: 8-K filed] on March 22, 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex41.htm) | | |

| 4.2 | | | | | | [Form of [removed: 4.625%] [added: 4.875%] Senior Note due [removed: 2025] [added: 2027] (included in Exhibit 4.1).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex41.htm) | | |

| [removed: 4.3] [added: 4.13] | | | | | | [Form of 4.875% Senior Note due [removed: 2027] [added: 2030] (included in Exhibit [removed: 4.1).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex41.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)[12](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)] | | |

| [removed: 4.4] [added: 4.7] | | | | | | [Indenture with respect to the [removed: 4.250%] [added: 5.125%] Senior Notes due [removed: 2024 (the "2024 Notes"),] [added: 2026](http://www.sec.gov/Archives/edgar/data/1585689/000119312518116905/d568937dex41.htm) [(the](http://www.sec.gov/Archives/edgar/data/1585689/000119312518116905/d568937dex41.htm) ["2026 Notes")](http://www.sec.gov/Archives/edgar/data/1585689/000119312518116905/d568937dex41.htm)[,] dated as of [removed: August 18, 2016,] [added: April 13, 2018,] by and among Hilton Domestic Operating Company Inc., [removed: Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC,] the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form [removed: 8-K](http://www.sec.gov/Archives/edgar/data/1585689/000119312516685295/d153637dex41.htm) [filed] [added: 8-K filed] on [removed: August 18, 2016).](http://www.sec.gov/Archives/edgar/data/1585689/000119312516685295/d153637dex41.htm)] [added: April 13, 2018).](http://www.sec.gov/Archives/edgar/data/1585689/000119312518116905/d568937dex41.htm)] | | |

| [removed: 4.5] [added: 4.8] | | | | | | [Form of [removed: 4.250%] [added: 5.125%] Senior Note due [removed: 2024] [added: 2026] (included in Exhibit [removed: 4.4).](http://www.sec.gov/Archives/edgar/data/1585689/000119312516685295/d153637dex41.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1585689/000119312518116905/d568937dex41.htm)[7](http://www.sec.gov/Archives/edgar/data/1585689/000119312518116905/d568937dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312518116905/d568937dex41.htm)] | | |

| [removed: 4.6] [added: 4.3] | | | | | | [First Supplemental Indenture with respect to [removed: the 2025 Notes and the 2027] [added: the](http://www.sec.gov/Archives/edgar/data/1585689/000158568918000033/exhibit46-firstsupplementa.htm) [2027] Notes, dated as of December 6, 2017, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/1585689/000158568918000033/exhibit46-firstsupplementa.htm) [for] [added: 10-K for] the year ended December 31, 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000158568918000033/exhibit46-firstsupplementa.htm) | | |

| [removed: 4.7] [added: 4.6] | | | | | | [removed: [First] [added: [Fourth] Supplemental Indenture with respect to the [removed: 2024] [added: 2027] Notes, dated as of [removed: September 22, 2016,] [added: February 29, 2020,] among [removed: Hilton Escrow Issuer LLC, Hilton Escrow Issuer Corp., Hilton Domestic Operating Company Inc., Hilton Worldwide Holdings Inc., Hilton Worldwide Finance LLC,] the [added: issuer, the] subsidiary guarantors [removed: party thereto,] [added: listed therein] and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.6 to the Company's Quarterly Report on Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/1585689/000158568916000221/q32016exhibit46_firstxsupp.htm) [for] [added: 10-Q for] the quarter ended [removed: September 30, 2016).](http://www.sec.gov/Archives/edgar/data/1585689/000158568916000221/q32016exhibit46_firstxsupp.htm)] [added: March 31, 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit46-fourthsupple.htm)] | | |

| [removed: 4.8] [added: 4.4] | | | | | | [Second Supplemental Indenture with respect [removed: to the 2024] [added: to](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000086/secondsupplementalindenture.htm) [the 2027] Notes, dated as of [removed: September 22, 2016,] [added: March 8, 2019,] among [removed: Hilton Domestic Operating Company Inc., Hilton Worldwide Parent LLC,] [added: the subsidiary guarantors listed therein] and Wilmington Trust, National [removed: Association] [added: Association, as trustee] (incorporated by reference to Exhibit [removed: 4.7] [added: 4.2] to the Company's Quarterly Report on Form [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/1585689/000158568916000221/q32016exhibit47_secondxsup.htm) [for] [added: 10-Q for] the quarter ended [removed: September 30, 2016).](http://www.sec.gov/Archives/edgar/data/1585689/000158568916000221/q32016exhibit47_secondxsup.htm)] [added: March 31, 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000086/secondsupplementalindenture.htm)] | | |

| 4.9 | | | | | | [removed: [Third] [added: [First] Supplemental Indenture with respect to [removed: the 2024 Notes,] [added: the](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000086/firstsupplementalindenture.htm) [2026](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000086/firstsupplementalindenture.htm) [Notes](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000086/firstsupplementalindenture.htm)[,] dated as of [removed: October 20, 2016,] [added: March 8, 2019,] among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.14] [added: 4.3] to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/1585689/000158568917000038/exhibit414-thirdsupplement.htm) [for] [added: 10-Q for] the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1585689/000158568917000038/exhibit414-thirdsupplement.htm)] [added: 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000086/firstsupplementalindenture.htm)] | | |

| [removed: 4.10] [added: 4.15] | | | | | | [removed: [Fourth] [added: [Second] Supplemental Indenture with respect to the [removed: 2024] [added: 2030] Notes, dated as of [removed: December 12, 2016,] [added: February 25, 2020,] among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated [removed: by] reference to Exhibit [removed: 4.15] [added: 4.1] to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/1585689/000158568917000038/exhibit415-fourthsupplemen.htm) [for] [added: 10-Q for] the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2016).](http://www.sec.gov/Archives/edgar/data/1585689/000158568917000038/exhibit415-fourthsupplemen.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit41-secondsupple.htm)] | | |

| 4.11 | | | | | | [removed: [Fifth] [added: [Third] Supplemental Indenture with respect to the [removed: 2024] [added: 2026] Notes, dated as of [removed: December 6, 2017,] [added: February 29, 2020,] among the [added: issuer, the] subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.11] [added: 4.4] to the [removed: Company’s Annual] [added: Company's Quarterly] Report on Form [removed: 10-K](http://www.sec.gov/Archives/edgar/data/1585689/000158568918000033/exhibit411-fifthsupplement.htm) [for] [added: 10-Q for] the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000158568918000033/exhibit411-fifthsupplement.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit44-thirdsupplem.htm)] | | |