Hilton Worldwide Holdings (HLT) 10-K risk factor changes: FY2021 vs FY2020

The COVID-19 pandemic has significantly affected the global economy and strained the hospitality industry due to travel restrictions and [added: advisories,] stay-at-home [removed: directives that] [added: directives, limitations on public gatherings and modified work arrangements, all of which] have resulted in cancellations and reduced travel around the world, as well as complete and partial suspensions of certain hotel [removed: operations for an indeterminate duration.][added: operations.]

In addition, new strains of the virus [removed: appear to] have [added: had] increased transmissibility, [removed: which could complicate] [added: complicating] treatment and vaccination programs.

As such, the COVID-19 pandemic [removed: has] had a material negative impact on our results for the year ended December 31, [removed: 2020,] [added: 2021] and will continue to negatively affect future results.

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 [removed: have] fully or partially suspended [removed: operations.][added: operations, primarily during 2020, but also during 2021.]

We have been and expect to continue to be negatively affected by additional governmental regulations and travel [added: restrictions or] 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 [removed: Organization.][added: Organization, along with other governmental and health and safety authorities.]

[removed: We also] [added: Although nearly all of our hotels that completely or partially suspended operations at some point during 2020 and 2021 have fully reopened, we] cannot predict if any of our hotels [removed: 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 [removed: and is likely to remain] weak for [removed: a significant length] [added: periods] of [removed: time] [added: time,] and we cannot predict if or when our [removed: properties] [added: hotels and resorts] will return to pre-pandemic demand or pricing.

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

The steps we [removed: have taken] [added: took in 2020] 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 [removed: owners,] [added: owners] may negatively affect our brand reputation and ability to attract and retain employees.

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 [removed: as] [added: if] we [added: have to] implement [removed: our] [added: further] mitigation plans.

[removed: We cannot predict the full impact that the] [added: The] COVID-19 pandemic [removed: will have] [added: has had a negative impact] on our partners, [removed: such as] [added: including] third-party owners of our properties, third-party service providers, travel agencies, suppliers and other vendors.

[removed: Third-party] [added: In particular, third-party] owners of our hotels have experienced financing difficulties and significant declines in revenues, thereby making it more [removed: likely that they could declare bankruptcy or face other difficulties with] [added: difficult for them to maintain] their [removed: lenders or other creditors.][added: hotels and service their indebtedness.]

[removed: 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 [added: 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 [added: or cost pressures] in developing hotel projects.

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

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 [added: credit] rating levels, our industry or us, our access to capital and the cost of any debt financing would be negatively affected.

In addition, because of reduced travel demand, certain of our leased properties [removed: will] [added: have or may] 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 [removed: have recognized, and] may [removed: in the future] recognize, [added: as we did in 2020,] significant non-cash impairment charges [removed: to] [added: in] our results of operations.

The [removed: extent of the] [added: long-term] effects of the COVID-19 pandemic on our business and the travel industry at large [removed: remains highly] [added: remain] uncertain and will [removed: ultimately] depend on future developments, including, but not limited to, the duration and severity of [removed: the outbreak,] [added: increases in serious illnesses, if any,] the [removed: timing and] availability [added: and public acceptance] 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.

The potential effects of the COVID-19 pandemic also could intensify or otherwise affect many of our other risk factors described below, including, but not limited to, risks inherent to the hospitality industry, macroeconomic factors beyond our control, [added: such as challenges due to labor shortages and supply chain disruptions,] 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 U.S. and risks related to our indebtedness.

- increases in costs due to inflation or other factors that may not be fully offset by increases in revenues in our [removed: business;][added: business, as well as increases in overall prices and the prices of our offerings due to inflation, which could weaken consumer demand for travel and the other products we offer and adversely affect our revenues;]

- 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; [removed: and]

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

- changes in general economic conditions, including [added: inflation, supply chain disruptions,] low consumer confidence, increases in unemployment levels and depressed real estate prices resulting from the severity and duration of any downturn in the U.S. or global [removed: economy;][added: economy and financial markets;]

- geo-political activity, political [removed: unrest,] and [added: social unrest and] governmental action and uncertainty resulting from U.S. and global political [added: and social] trends and policies, including potential barriers to travel, trade and immigration;

- war, political instability or civil unrest, terrorist activities or threats and [added: resulting] heightened travel security [removed: measures instituted in response] [added: measures, any of which may foreclose travel] to [removed: these events;][added: certain locales or decrease the appeal of travel among the general population;]

- [added: the impact of] climate change or availability of natural resources;

Based on historical results, we generally expect our revenues to be lower in the first quarter of each year than in each of the three subsequent [removed: quarters.][added: quarters, and this was the case in 2021, as our recovery from the effects of the COVID-19 pandemic progressed through the year as vaccines and treatments became more widely available.]

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, we may not be able to compete effectively for new management or franchise [removed: contracts could be reduced.][added: contracts.]

Changes in ownership or management practices, perceptions of our [removed: environmental, social or governance] [added: ESG] practices, 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.

[added: 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.

*Unless we maintain good relationships with third-party hotel owners and renew or enter into new management and franchise contracts, we may be unable to [added: maintain or] expand our presence and our business, financial condition and results of operations may suffer.*

In addition, negative management and franchise pricing trends [added: in the industry more broadly] could adversely affect our ability to negotiate with hotel owners.

In addition, market factors such as projected room occupancy, changes in growth in demand for customers compared to projected supply, geographic area restrictions in management and franchise contracts, costs [added: and availability] of construction [added: labor] and [added: materials and] anticipated room rate structure, if not managed effectively by our third-party owners could adversely affect the growth of our management and franchise business.

Our hotel owners’ inability to obtain adequate funding could materially adversely affect the [added: operation,] 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.

We may be unable to find suitable or offsetting replacements for any [added: individually] terminated [added: hotels or broader third-party owner] relationships.

*Contractual and other disagreements with third-party property owners could make us liable to them or result in litigation costs or other [removed: expenses.*][added: expenses or termination of existing management or franchise contracts.*]

Our fees from any terminated property would be eliminated, and [removed: accordingly] [added: accordingly,] may negatively affect our results of operations.

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: nearly 2,570] [added: 2,668] hotels in our development pipeline, which we define as hotels under construction or approved for development under one of our brands.

Although distribution of approved vaccines for COVID-19 began in late 2020 and continued throughout 2021, access to and acceptance of vaccines has varied across regions and within individual countries.

Although we have implemented enhanced hygiene and cleaning standards and other protocols to protect our guests and employees, we cannot fully predict their impact on public perception regarding travel-related COVID-19 risks.

Conversely, rapid increases in demand also could pose challenges due to labor shortages.

Some hotels have faced challenges restaffing to pre-pandemic levels, which may negatively affect hotel results, guest experience and loyalty.

This in turn makes 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,

- the costs required for climate change initiatives, including those resulting from regulatory changes or stakeholder or customer expectations.

- labor shortages, which could restrict our ability to efficiently operate or grow our business and/or increase our costs;

- the inability to rebuild a property that has been damaged or destroyed by casualty, including a climate-related weather event, as a result of governmental regulations;

- the inability to renew our leases on favorable terms or at all;

- our limited ability to influence the decisions and operations of joint ventures in which we have a minority interest;

Acquisitions or investments in brands, businesses, properties or assets as well as third-party alliances may require us to issue additional shares of stock, incur debt, assume liabilities or incur additional expenses.

If this

The COVID-19 pandemic has negatively affected the labor market for employers.

Labor shortages have affected the ability of our hotels to hire or re-hire employees during the ongoing recovery from the downturn caused by the pandemic.

Among the factors causing the labor shortages are the relative reduced appeal of working in the hospitality industry in a downturn, alternatives available in other industries and perceived health and safety concerns.

In addition,

We also face challenges with respect to retaining corporate employees.

The U.S. Terrorism Risk Insurance Program (the "Program") provides insurance capacity for terrorist acts and is currently authorized through December 31, 2027.

The failure to

We have an obligation to have an independent consultant to monitor those barrier removal efforts during this period.

The IRS has previously proposed material increases to our income tax liability related to our Hilton Honors guest loyalty program through the tax year ended December 31, 2013, which we tentatively settled during 2021.

The taxation of the Hilton Honors program continues to be subject to audit.

We may in the future be assessed tax on issues similar to those which were resolved during 2021, and the amounts of any such future assessments may be material.

which could have a material adverse effect on our business.

In addition, we agreed to indemnify each of Park and HGV from certain liabilities.

On March 5, 2021, the U.K.’s Financial Conduct Authority, which regulates LIBOR, announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative: (a) immediately after December 31, 2021, in the case of the one week and two month USD settings; and (b) immediately after June 30, 2023, in the case of the remaining USD settings.

The U.S. Federal Reserve (the "Federal Reserve") has also advised banks to cease entering into new contracts that use USD LIBOR as a reference rate.

The Federal Reserve, in conjunction with the Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has identified the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements, backed by U.S. Treasury securities, as its preferred alternative rate for LIBOR.

At this time, it is not possible to predict how markets will respond to SOFR or other alternative reference rates as the transition away from the LIBOR benchmarks is anticipated in coming years.

and to make payments to stockholders only from profits.

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.

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.

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

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.

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.

a timely basis or at all.

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.

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.

Further, should any key employees become ill from COVID-19 and unable to work, the attention of our management team could be diverted.

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 the complete and partial suspensions of hotel operations.

We and our hotel owners experienced a

downturn in the current industry cycle driven by the COVID-19 pandemic.

We expect to enter into a recovery phase in our industry cycle as vaccines and treatments become more widely available.

A perceived

*Our efforts to develop, redevelop or renovate our owned and leased properties could be delayed or become more expensive than anticipated.*

Certain of our owned and leased properties were constructed many years ago.

The condition of aging properties could negatively affect our ability to attract guests or result in higher operating and capital costs, either of which could reduce revenues or profits from these properties.

There can be no assurance that our planned replacements and repairs will occur, or even if completed, will result in improved performance.

In addition, these efforts are subject to a number of risks, including:

- obtaining zoning, occupancy and other required permits or authorizations;

- changes in economic conditions that may result in weakened or lack of demand for improvements that we make or negative project returns;

- governmental restrictions on the size or kind of development;

- volatility in the debt and capital markets that may limit our ability to raise capital for projects or improvements;

- lack of availability of rooms or meeting spaces for revenue-generating activities during construction, modernization or renovation projects;

- design defects that could increase costs.

If our 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.

*Our properties may not be permitted to be rebuilt if destroyed.*

Certain of our properties may qualify as legally-permissible nonconforming uses and improvements.

If a substantial portion of any such property were to be destroyed by fire or other casualty, 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.

Any loss of this nature, whether insured or not, could materially adversely affect our results of operations and prospects.

*We have investments in joint venture projects, which limits our ability to manage third-party risks associated with these projects.*

In most cases, we are minority participants and do not control the decisions of the joint ventures in which we are involved.

Therefore, joint venture investments may involve risks such as the possibility that a co-venturer in an investment might become bankrupt, be unable to meet its capital contribution obligations, have economic or business interests or goals that are inconsistent with our business interests or goals or take actions that are contrary to our instructions or to applicable laws and regulations.

In addition, we may be unable to take action without the approval of our joint venture partners, or our joint venture

partners could take actions binding on the joint venture without our consent.

Consequently, actions by a co-venturer or other third party could expose us to claims for damages, financial penalties and reputational harm, any of which could adversely affect our business and operations.

In addition, we may agree to guarantee indebtedness incurred by a joint venture or co-venturer or provide standard indemnifications to lenders for loss liability or damage occurring as a result of our actions or actions of the joint venture or other co-venturers.

*For the discussion of the financial condition and results of operations for the year ended December 31, [removed: 2019] [added: 2020] compared to the year ended December 31, [removed: 2018,] [added: 2019,] refer to "Part II—Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" in our* [removed: *[A](http://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568920000013/hlt-20191231.htm)[nnual] [added: *[Annual] Report on Form 10-K for the fiscal year [removed: ended](http://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568920000013/hlt-20191231.htm) [December] [added: ended December] 31, [removed: 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)*] [added: 2020](https://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568921000016/hlt-20201231.htm)*] *filed with the SEC on February [removed: 11, 2020,] [added: 17, 2021,] which is incorporated herein by reference.*

Hilton is one of the largest hospitality companies in the world, with [removed: 6,478] [added: 6,837] properties comprising [removed: 1,019,287] [added: 1,074,791] rooms in [removed: 119] [added: 122] countries and territories as of December 31, [removed: 2020.][added: 2021.]

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

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: more than 112] [added: 128] million members in our award-winning guest loyalty program, Hilton [removed: Honors.][added: Honors, a 13 percent increase from December 31, 2020.]

The management and franchise segment provides services, including hotel management and licensing of our [removed: 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 partnerships, including co-branded credit card arrangements, for the right to use [removed: certain Hilton marks and] [added: our] IP; and (iii) fees for managing [added: hotels in] our [removed: owned and leased hotels.][added: ownership segment.]

As a manager of hotels, we typically are responsible for supervising or operating the [removed: property] [added: hotel] in [removed: exchange for management fees.]

[added: 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 services, while a third party manages or operates such franchised hotels.

The ownership segment primarily derives earnings from providing nightly hotel room sales, food and beverage sales and other services at our [added: consolidated] owned and leased hotels.

Geographically, we conduct business through three distinct geographic regions: (i) the Americas; (ii) [removed: Europe, Middle East and Africa ("EMEA");] [added: EMEA;] and (iii) Asia Pacific.

Although the [removed: U.S. is included in the Americas, it represents a significant portion] [added: U.S., which represented 70 percent] of our system-wide hotel [removed: rooms, 72 percent] [added: rooms] as of December 31, [removed: 2020; therefore,] [added: 2021, is included in] the [removed: U.S.] [added: Americas region, it] is often analyzed separately and apart from the Americas region and, as such, it is presented separately within the analysis herein.

Our strategic objectives include the continued expansion of our global [removed: footprint] [added: portfolio] and fee-based business.

As we enter into new management and franchise contracts, we expand our business with minimal or no capital investment by us as the manager or franchisor, since the capital required to build and maintain hotels is typically provided by the third-party owner of the hotel with whom we contract to provide management services or license our [removed: brand names and] IP.

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

[removed: As of December 31, 2020, we had nearly 2,570 hotels] [added: (3)Hotels] in our [removed: development pipeline that we expect to add to our] system [removed: in the future, representing over 397,000 rooms] [added: are] under [removed: construction or approved for] development throughout [removed: 116] [added: 115] countries and territories, including [removed: 31] [added: 28] countries and territories where we do not currently have any [removed: open] [added: existing] hotels.

[added: (4)In our development pipeline, as of December 31, 2021, 198,000 of the rooms were under construction and 249,600 of the rooms were located outside of the U.S.] Nearly all of the rooms in [removed: the] [added: our] development pipeline are within our management and franchise segment.

In December 2020, the U.K. and the E.U. reached a new bilateral trade and cooperation deal governing [removed: the] [added: their] future relationship [removed: between the U.K. and the E.U.] (the "EU-UK Trade and Cooperation Agreement"), which [removed: 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] [added: was fully implemented from May 1,] 2021.

While our results [added: as of and] for the year ended December 31, [removed: 2020] [added: 2021] were not materially affected by Brexit specifically, [added: we will continue to monitor] the [removed: final outcomes are not yet certain.][added: potential impact of Brexit on our business in future periods.]

[removed: In addition, while] [added: 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, [removed: trade and legal implications the U.K. withdrawal from the E.U. will have and how it will ultimately affect our business.]

Represents fees earned in connection with the licensing of one of our [removed: brands.][added: brands, as well as fees from licensing agreements to use our IP.]

Under our [added: long-term] franchise [removed: contracts,] [added: contracts with hotel owners,] franchisees typically pay us franchise fees that include: (i) monthly royalty fees, generally based on a percentage of the hotel's monthly gross room revenue, and, in some cases, a percentage of gross food and beverage revenues and other revenues, as [removed: applicable;] [added: applicable] and (ii) application, initiation and other fees for when new hotels enter the system, when there is a change of ownership of a hotel or when contracts with properties already in our system are extended.

[removed: We also] [added: In addition to the Hilton Honors fees we receive from hotel owners to operate the program, we] earn [removed: licensing] fees from [removed: license agreements with HGV and] strategic partnerships, including co-branded credit card arrangements, for the use of [removed: certain Hilton marks] [added: our IP license] and [removed: IP.][added: the issuance of Hilton Honors points.]

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 [removed: profits] [added: profits, normally over a one-calendar year period,] and, in some cases, may be subject to a stated return threshold to the [removed: owner, normally over a one-calendar year period.][added: hotel owner.]

Outside of the U.S., our fees are often [added: more] dependent on hotel profitability measures, either because of a single management fee structure where the entire fee is 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 [removed: hotel operations,] [added: the operations of our consolidated owned and leased hotels,] including hotel room sales, accommodations sold in conjunction with other services, food and beverage sales and other ancillary goods and services.

Group guests are traveling for group events that reserve rooms for meetings, conferences or social [removed: functions] [added: functions, which may be] sponsored by corporate, social, military, educational, religious or other organizations or associations.

Group business usually includes a block of room accommodations, as well as other ancillary services, such as [removed: meeting] [added: meetings] facilities and catering and banquet services.

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

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

We are contractually required to use these fees [added: that we collect] solely for these programs.

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

Further, competition for hotel guests and the supply of hotel services affect our ability to sustain or increase rates charged to customers [removed: at] [added: of] our hotels.

[removed: In general,] [added: As a result of the COVID-19 pandemic,] 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 [removed: 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.][added: services.]

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

Our relationships with these third parties [added: allow us to maintain our current presence as contracts mature and] also generate new incremental opportunities for property development that can support our growth.

*•Owned and leased hotels.* Reflects the operating expenses of our consolidated owned and leased hotels, including room [removed: expense,] [added: expenses,] food and beverage costs, other support costs and property expenses.

Room [removed: expense includes] [added: expenses include] compensation costs for housekeeping, laundry and front desk staff, as well as supply costs for guest room amenities and laundry.

- *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 [removed: October 24,] 2007 transaction whereby we became a wholly owned subsidiary of affiliates of [removed: The] Blackstone [removed: Group] Inc. (the "Merger"), which primarily include [added: values assigned to] management and franchise contracts, leases and our Hilton Honors guest loyalty program [removed: intangible;] [added: intangible asset;] (ii) amortization of capitalized software costs; and (iii) depreciation [added: and amortization] of property and equipment, including our finance lease [removed: ROU] [added: right-of-use ("ROU")] assets, such as buildings and furniture and equipment that are used in corporate operations or at our consolidated owned and leased hotels.

The COVID-19 pandemic has significantly impacted the global economy and strained the hospitality industry since the beginning of 2020.

Our Asia Pacific region began experiencing the effects of the COVID-19 pandemic in January 2020, while the pronounced negative results and suspensions of hotel operations in the Americas and Europe, Middle East and Africa ("EMEA") regions did not begin until mid-March 2020.

Since the beginning of the pandemic, the pervasiveness and severity of travel restrictions and stay-at-home directives have varied by country and state and fluctuated based on a number of factors, including: (i) COVID-19 infection surges and contractions; (ii) the emergence of new strains and variants of the virus; and (iii) the distribution of COVID-19 vaccinations, which commenced in late 2020.

The pandemic had a material adverse impact on our results for the years ended December 31, 2021 and 2020 when compared to periods prior to the onset of the pandemic, and although all periods were significantly impacted by the pandemic, none of these periods are considered comparable, and no periods affected by the pandemic are expected to be comparable to future periods.

Although we have observed signs of economic recovery, we cannot determine when the global economy will fully recover.

Accordingly, given the ongoing nature of the pandemic, the ultimate impact that it will have on the Company's business, financial performance and results of operations remains uncertain.

Although certain restrictions have been reinstated with the spread of new variants of the virus, the broader distribution of COVID-19 vaccinations beginning in early 2021 and the overall easing of travel and other restrictions generated renewed interest in travel and tourism activities in many markets around the globe in 2021.

However, the continued spreading of COVID-19 and its related variants could result in travel and other restrictions being implemented or reinstated in the affected areas, where our hotels may be located, in future periods, yielding further negative effects on our operations.

While the restrictions and the reduction in travel resulted in the suspensions of operations at certain hotels throughout 2020, reopenings significantly outpaced new suspensions and resuspensions during 2021, with approximately 360 hotels suspended for some period of time during the year ended December 31, 2021.

Nearly all of the hotels that suspended operations at some point since the start of the pandemic had reopened as of December 31, 2021.

exchange for management fees.

We are focused on the growth of our business by expanding our share of the global hospitality industry through our development pipeline, which includes hotels that we expect to add to our system in the future.

| | | | Hotels | | | | | | Rooms(1) | | |

| Hotel system | | | | | | | | | | | |

| Additions | | | 414 | | | | | | 67,100 | | |

| Net additions(2) | | | 355 | | | | | | 55,100 | | |

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

| Development pipeline(3) | | | | | | | | | | | |

| Additions | | | 645 | | | | | | 96,200 | | |

| Count as of period end(4) | | | 2,668 | | | | | | 407,900 | | |

(1)Rounded to the nearest hundred.

(2)Represents net unit growth for the year ended December 31, 2021 of 5.6 percent.

trade and legal implications the U.K. withdrawal from the E.U. will have and how it will ultimately affect our business.

Our non-hotel licensing agreements are predominantly with HGV and strategic partners, including co-branded credit card providers.

Other revenues from managed and franchised properties also includes revenues related to our Hilton Honors guest loyalty program, which are primarily derived from payments from hotel franchisees and third-

party owners of hotels we manage that participate in the program, as well as co-branded credit card providers.

Other expenses from managed and franchised properties also includes expenses for the operation of our Hilton Honors guest loyalty program.

Further, EBITDA and Adjusted EBITDA have limitations as analytical tools, including:

| Occupancy | | | 60.8 | | % | | | | 18.8 | | % | pts. | | |

| ADR | | | $ | 132.94 | | | | | 13.8 | | % | | | |

| RevPAR | | | $ | 80.88 | | | | | 64.5 | | % | | | |

| Occupancy | | | 44.0 | | % | | | | 15.8 | | % | pts. | | |

| ADR | | | $ | 111.68 | | | | | 3.7 | | % | | | |

| RevPAR | | | $ | 49.17 | | | | | 61.7 | | % | | | |

| Occupancy | | | 41.9 | | % | | | | 13.6 | | % | pts. | | |

| ADR | | | $ | 121.84 | | | | | 12.6 | | % | | | |

| RevPAR | | | $ | 51.10 | | | | | 66.7 | | % | | | |

| Occupancy | | | 52.6 | | % | | | | 18.1 | | % | pts. | | |

| ADR | | | $ | 139.02 | | | | | 10.0 | | % | | | |

| RevPAR | | | $ | 73.08 | | | | | 67.7 | | % | | | |

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

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.

Additionally, of the rooms in the development pipeline, 233,000 rooms were located outside the U.S., and 204,000 rooms were under construction.

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

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

We will continue to monitor the potential impact of Brexit on our business in future periods.

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.

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

EBITDA and Adjusted EBITDA have limitations as analytical tools and should not be considered as alternatives, either in isolation or as a substitute, for net income (loss), cash flow or other methods of analyzing our results as reported under GAAP.

Some of these limitations are:

| 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. | | |

| ADR | | | $ | 107.37 | | | | | (22.0) | | % | | | |

| RevPAR | | | $ | 30.71 | | | | | (70.8) | | % | | | |

| Occupancy | | | 35.6 | | % | | | | (34.4) | | % | pts. | | |

| ADR | | | $ | 125.30 | | | | | (10.1) | | % | | | |

| RevPAR | | | $ | 44.59 | | | | | (54.3) | | % | | | |

| Occupancy | | | 43.9 | | % | | | | (26.3) | | % | pts. | | |

| ADR | | | $ | 93.85 | | | | | (19.3) | | % | | | |

| RevPAR | | | $ | 41.21 | | | | | (49.5) | | % | | | |

| Occupancy | | | 40.3 | | % | | | | (34.4) | | % | pts. | | |

| ADR | | | $ | 114.03 | | | | | (19.6) | | % | | | |

| RevPAR | | | $ | 46.00 | | | | | (56.7) | | % | | | |

Our primary sensitivity is to changes in one-month LIBOR, as the interest rate on [added: the majority of] our variable-rate debt is based on this [removed: index.][added: index; however, we intend to adjust our LIBOR-based variable rates, as permitted under the relevant debt agreements, by the effective date of the LIBOR transition, which is in 2023.]

As of December 31, [removed: 2020,] [added: 2021,] we held interest rate swaps [added: for a portion of the Term Loan] through which we receive one-month LIBOR and pay a fixed [removed: rate on a portion of the Term Loans.][added: rate.]

The following table sets forth the [added: current carrying value of our] contractual [removed: maturities and the] [added: maturities,] total fair values [added: and interest rates] as of December 31, [removed: 2020] [added: 2021] for our financial instruments that are materially affected by interest rate risk, including long-term debt and [removed: an] [added: our active] interest rate [removed: swap.][added: swap:]

[removed: Fixed rates are] [added: (3)The fixed interest rate is] the weighted average [added: of] actual rates, and [added: the] variable [removed: rates are] [added: interest rate is] the weighted average [added: using the] market [removed: rates] [added: rate] prevailing as of December 31, [removed: 2020:][added: 2021.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | Thereafter | | | | | | Carrying Value | | | | | | Fair Value | | |

| Weighted average [added: fixed] interest [removed: rate] [added: rate(3)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4.74] [added: 4.37] | | % | | | | | | |

| Variable-rate long-term [removed: debt(2)] [added: debt(2)(4)] | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 1,690] [added: —] | | | | | $ | [removed: —] [added: 2,602] | | | | | $ | [removed: 2,599] [added: —] | | | | | $ | [removed: 4,289] [added: 2,602] | | | | | $ | [removed: 4,293] [added: 2,599] | |

| Weighted average [added: variable] interest [removed: rate] [added: rate(3)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1.61] [added: 1.85] | | % | | | | | | |

| Interest rate [removed: swap:] [added: swap(5):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable to [removed: fixed(3)(4)] [added: fixed] | | | $ | [removed: —] [added: 1,600] | | | | | $ | [removed: 1,600] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,600 | | | | | $ | [removed: 37] [added: 7] | |

| Variable interest rate [removed: receivable(5)] [added: receivable] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 0.15] [added: 0.10] | | % | | | | | | |

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

(1)Excludes finance lease liabilities with [removed: a] carrying [removed: value of $252] [added: values totaling $208] million and other debt of consolidated VIEs with [removed: a] carrying [removed: value of $19] [added: values totaling $22] million as of December 31, [removed: 2020.][added: 2021.]

We measure our derivative instruments at fair value and, as of December 31, [removed: 2020,] [added: 2021,] this interest rate swap was in a liability position.

[removed: (4)Excludes] [added: Information excludes] an interest rate swap [removed: agreement] with a notional amount of $1.6 billion, which swaps one-month LIBOR on [added: a portion of] the Term [removed: Loans] [added: Loan] to a fixed rate of [removed: 3.03] [added: 1.83] percent, with a term [removed: for the period] from March 2022 to March [removed: 2023.][added: 2026, that had a liability fair value of $34 million as of December 31, 2021.]

Refer to Note 11: "Fair Value Measurements" in our consolidated financial statements for additional information on the fair value measurements of our [removed: derivatives and financial assets] [added: long-term debt] and [removed: liabilities.][added: interest rate swaps.]

Our principal exposure results from management and franchise fees earned in foreign [removed: currencies and] [added: currencies, as well as] revenues [added: and expenses] from our international [added: owned and] leased [removed: hotels, partially offset by foreign operating expenses.][added: hotels.]

The value of these revenues and expenses could change materially in [removed: reference] [added: relation] to the functional currencies of the exposed entities and to our reporting currency, USD.

We also have exposure from our international financial assets and liabilities, including certain [added: intercompany loans not deemed to be permanently invested, the value of which could change materially in relation to the functional currencies of the exposed entities.]

As of December 31, [removed: 2020,] [added: 2021,] our largest net exposures were to AUD and EUR.

We use forward contracts designated as cash flow hedges to offset exposure from foreign currency exchange rate risks associated with [added: certain of] our [removed: management and] [added: management,] franchise [added: and other] fees denominated in certain foreign currencies.

| Fixed-rate long-term debt(1)(2) | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 495 | | | | | $ | — | | | | | $ | 5,435 | | | | | $ | 5,930 | | | | | $ | 6,180 | |

(4)Excludes debt of a consolidated VIE with a carrying value of $4 million as of December 31, 2021.

(5)The carrying value reflects the notional amount, and the variable interest rate receivable is based on the market rate prevailing as of December 31, 2021.

These interest rate swaps were included in other long-term liabilities in our consolidated balance sheets.

For long-term debt, the table presents contractual maturities and related weighted average interest rates.

For the interest rate swap, the table presents the notional amount and weighted average interest rate by contractual maturity date.

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

(3)The carrying value reflects the notional amount.

The interest rate swap had a liability fair value of $45 million as of December 31, 2020.

(5)Represents the interest rate receivable.

(6)Represents the interest rate payable.

intercompany loans not deemed to be permanently invested, the value of which could change materially in reference to the functional currencies of the exposed entities.

Hilton is one of the largest hospitality companies in the world, with [removed: 6,478] [added: 6,837] properties comprising [removed: 1,019,287] [added: 1,074,791] rooms in [removed: 119] [added: 122] countries and territories as of December 31, [removed: 2020.][added: 2021.]

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

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: more than 112] [added: 128] million members in our award-winning guest loyalty program, Hilton [added: Honors, a 13 percent increase from December 31, 2020; refer to "—Our Brand Portfolio" and "—Our Guest Loyalty Program" below for additional information on our brands, including Hilton] Honors.

We operate our business through: (i) a management and franchise segment and (ii) an ownership segment, each of which is [added: reported as a segment based on (i) delivering a similar set of products and services and (ii) being] managed separately [removed: because of] [added: given] its [removed: distinct economic characteristics.]

The management and franchise segment includes all of the hotels we manage for third-party owners, as well as all franchised hotels that license our [removed: brands] [added: intellectual property ("IP"), including our brand names, trademarks] and [added: service marks, and] where we provide other [removed: prescribed] [added: contracted] services to third-party owners, but the day-to-day services of the hotels are operated or managed by someone other than us.

[added: 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: 56] [added: 60] resorts, consisting of [removed: 9,030] [added: 9,378] rooms, [removed: and] [added: as well as] strategic partnerships, including co-branded credit card arrangements, for the right to use [removed: certain Hilton marks and intellectual property ("IP");] [added: our IP;] and (iii) fees for managing [added: hotels in] our [removed: owned and leased hotels.][added: ownership segment.]

[removed: As of December 31, 2020,] the ownership segment included [removed: 61] [added: 54] hotels totaling [removed: 19,400] [added: 18,151] rooms, comprising [removed: 53] [added: 46] hotels that we [removed: wholly owned or] leased, one hotel owned by a consolidated non-wholly owned entity, two hotels [added: that were each] leased by [added: a] consolidated variable interest [removed: entities ("VIEs")] [added: entity ("VIE")] 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 [removed: in] [added: of] the global hospitality industry through our development [removed: pipeline, and despite the adverse effects of the COVID-19 pandemic, we continued to open new hotels and expand our development pipeline in 2020.][added: pipeline.]

[removed: As of December 31, 2020, we had nearly 2,570 hotels] [added: (3)Hotels] in our [removed: development pipeline that we expect to add to our] system [removed: in the future, representing over 397,000 rooms] [added: are] under [removed: construction or approved for] development throughout [removed: 116] [added: 115] countries and territories, including [removed: 31] [added: 28] countries and territories where we do not currently have any [removed: open] [added: existing] hotels.

[added: (4)In our development pipeline, as of December 31, 2021, 198,000 of the rooms were under construction and 249,600 of the rooms were located outside of the U.S.] Nearly all of the rooms in [removed: the] [added: our] development pipeline are within our management and franchise segment.

[removed: The reduction in travel] [added: This] resulted in the complete and partial suspensions of hotel operations in many [removed: of the] areas where our hotels are located [removed: at some point in time] [added: throughout 2020 and] during [removed: 2020, having a material adverse impact on our results for the year ended December 31, 2020.][added: parts of 2021.]

During the [removed: summer,] [added: early months of the pandemic,] we [removed: launched Hilton CleanStay and] [added: were successful in the launch of] Hilton [removed: EventReady, which] [added: CleanStay, a program to] deliver a new standard of cleanliness and [removed: customer service] [added: disinfection] to our properties worldwide, [removed: including for] [added: and Hilton EventReady, which focuses on cleanliness and customer service specific to] meetings and events.

Despite the challenges associated with the COVID-19 pandemic, we maintain [removed: our] [added: the] 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; 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.

[removed: We believe that satisfied customers will continue to provide strong overall hotel performance for us and] [added: Strong results at] our [removed: hotel owners and] [added: existing properties will] encourage further development of additional hotels under our brands [added: and conversions of existing hotels to our brands] with both existing and new hotel owners, which further supports our growth and future financial performance.

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

| [removed: ] [added: ] | | | | | | Luxury | | | | | | 15 | | | | | | [removed: 33] [added: 31] | | | | | | [removed: 10,018] [added: 8,640] | | | | | | [removed: 1.0%] [added: 0.8%] | | | | | | Four Seasons, Mandarin Oriental, Peninsula, Ritz Carlton, Rosewood Hotels & Resorts, St. Regis | | |

| [removed: ] [added: ] | | | | | | Luxury | | | | | | [removed: 4] [added: 7] | | | | | | [removed: 4] [added: 9] | | | | | | [removed: 693] [added: 1,274] | | | | | | 0.1% | | | | | | Leading Hotels of the World, Legend Preferred Hotels & Resorts, Small Luxury Hotels of The World, The Luxury Collection | | |

| [removed: ] [added: ] | | | | | | Luxury | | | | | | 21 | | | | | | [removed: 39] [added: 42] | | | | | | [removed: 13,057] [added: 15,085] | | | | | | [removed: 1.3%] [added: 1.4%] | | | | | | Fairmont, Intercontinental, JW Marriott, Park Hyatt, Sofitel | | |

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | [removed: 6] [added: 10] | | | | | | [removed: 27] [added: 35] | | | | | | [removed: 4,489] [added: 6,034] | | | | | | [removed: 0.4%] [added: 0.6%] | | | | | | 25hours Hotels, Hyatt Centric, Joie de Vivre, Kimpton, Le Meridien, Renaissance | | |

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 1,009] | | | | | | [removed: —%] [added: 0.1%] | | | | | | Grand Hyatt, JW Marriott | | |

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | [removed: 93] [added: 5] | | | | | | [removed: 580] [added: 258] | | | | | | [removed: 214,788] [added: 59,651] | | | | | | [removed: 21.1%] [added: 5.6%] | | | | | | [removed: Hyatt,] Hyatt Regency, Marriott, Sheraton, Westin | | |

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | [removed: 27] [added: 28] | | | | | | [removed: 96] [added: 116] | | | | | | [removed: 17,518] [added: 23,205] | | | | | | [removed: 1.7%] [added: 2.2%] | | | | | | Autograph Collection, Design Hotels, Destination Hotels, The Unbound Collection | | |

| [removed: ] [added: ] | | | | | | Upscale | | | | | | [removed: 48] [added: 50] | | | | | | [removed: 616] [added: 635] | | | | | | [removed: 141,364] [added: 144,901] | | | | | | [removed: 13.9%] [added: 13.5%] | | | | | | Courtyard by Marriott, Crowne Plaza, Delta, Holiday Inn, Radisson, Sheraton, Wyndham | | |

| [removed: ] [added: ] | | | | | | Upscale | | | | | | [removed: 4] [added: 9] | | | | | | [removed: 46] [added: 73] | | | | | | [removed: 5,757] [added: 8,638] | | | | | | [removed: 0.6%] [added: 0.8%] | | | | | | Joie de Vivre, Tribute Portfolio | | |

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | [removed: 5] [added: 94] | | | | | | [removed: 258] [added: 598] | | | | | | [removed: 59,795] [added: 221,782] | | | | | | [removed: 5.9%] [added: 20.6%] | | | | | | [added: Hyatt,] Hyatt Regency, Marriott, [removed: Sheraton, Westin] [added: Omni, Sheraton] | | |

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

| [removed: ] [added: ] | | | | | | Upper Midscale | | | | | | 1 | | | | | | [removed: 1] [added: 3] | | | | | | [removed: 245] [added: 871] | | | | | | [removed: 0.0%] [added: 0.1%] | | | | | | CitizenM, Freehand, Generator, Hoxton, Moxy, tommie, Yotel | | |

| [removed: ] [added: ] | | | | | | Upscale | | | | | | [removed: 50] [added: 55] | | | | | | [removed: 899] [added: 940] | | | | | | [removed: 131,574] [added: 137,867] | | | | | | [removed: 12.9%] [added: 12.8%] | | | | | | Aloft, Courtyard by Marriott, Four Points, Holiday Inn, Hyatt Place | | |

| [removed: ] [added: ] | | | | | | Upper Midscale | | | | | | [removed: 31] [added: 33] | | | | | | [removed: 2,661] [added: 2,765] | | | | | | [removed: 282,646] [added: 297,830] | | | | | | 27.7% | | | | | | Comfort Suites, Courtyard by Marriott, Fairfield Inn, Holiday Inn Express, Springhill Suites | | |

| [removed: ] [added: ] | | | | | | Midscale | | | | | | 2 | | | | | | [removed: 178] [added: 214] | | | | | | [removed: 17,403] [added: 20,843] | | | | | | [removed: 1.7%] [added: 1.9%] | | | | | | Avid, Best Western, Comfort Inn & Suites, La Quinta, Quality Inn, Sleep Inn, Wingate by Wyndham | | |

| [removed: ] [added: ] | | | | | | Upscale | | | | | | 4 | | | | | | [removed: 511] [added: 526] | | | | | | [removed: 58,228] [added: 60,085] | | | | | | [removed: 5.7%] [added: 5.6%] | | | | | | Element, Hyatt House, Residence Inn, Staybridge Suites | | |

| [removed: ] [added: ] | | | | | | Upper Midscale | | | | | | [removed: 2] [added: 3] | | | | | | [removed: 463] [added: 523] | | | | | | [removed: 48,757] [added: 54,834] | | | | | | [removed: 4.8%] [added: 5.1%] | | | | | | Candlewood Suites, Comfort Suites, TownePlace Suites | | |

| [removed: ] [added: ] | | | | | | Timeshare(2) | | | | | | 6 | | | | | | [removed: 56] [added: 60] | | | | | | [removed: 9,030] [added: 9,378] | | | | | | 0.9% | | | | | | Bluegreen Vacations, [removed: Diamond Resorts,] Disney Vacation Club, Holiday Inn Club Vacations, Marriott [removed: Vacations, Wyndham Destinations] [added: Vacations Worldwide, Travel & Leisure Co.] | | |

(1)The table above excludes [removed: 10] [added: 8] unbranded properties with [removed: 3,925] [added: 2,864] rooms, representing approximately [removed: 0.3] [added: 0.2] percent of total rooms, and [removed: also excludes] [added: the selected competitors exclude] lesser-known regional competitors.

*Waldorf Astoria Hotels & Resorts*: What began as an iconic hotel in New York City is today an extensive portfolio of [removed: luxury] [added: best-in-class] hotels and resorts in landmark destinations around the world.

[removed: *LXR Hotels & Resorts:* Found in some of the world's most alluring destinations,] LXR [removed: Hotels & Resorts connect] [added: connects] 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.

Properties feature convenient and relaxing wellness facilities; innovative bars and restaurants; [removed: comprehensive] [added: intuitive] room service; multi-purpose [removed: meeting/business] [added: meeting and business] facilities; and special event and concierge services.

With hotels on six continents, Hilton Hotels & Resorts properties are located in the world’s most sought-after destinations [removed: for guests who know that where they stay matters.][added: and offer exceptional travel experiences to every guest.]

*Curio Collection by Hilton*: Curio Collection by Hilton is a global portfolio of [added: handpicked,] one-of-a-kind hotels [added: in top urban markets] and [removed: resorts.][added: premier resort destinations.]

These properties offer travelers authentic, curated experiences through distinctly local offerings and elevated amenities, while providing the many benefits of [removed: Hilton.][added: Hilton and its award-winning guest loyalty program.]

The COVID-19 pandemic has significantly impacted the global economy and strained the hospitality industry since the beginning of 2020.

The pervasiveness and severity of resulting travel restrictions and stay-at-home directives, which have varied by country and state and fluctuated based on a number of factors, resulted in cancellations and significantly reduced travel around the world, particularly during 2020.

As of December 31, 2021, however, nearly all of our hotels that had suspended operations for some period of time as a result of the pandemic were open.

Further, during 2021, the distribution of COVID-19 vaccinations and overall easing of travel and other restrictions generated a renewed interest in travel and tourism activities around the globe.

Although the economic recovery from 2020 began in 2021, the COVID-19 pandemic had a material adverse effect on our results for both the years ended December 31, 2021 and 2020, and we cannot predict when our performance and results of operations will return to the levels that we experienced prior to the onset of the pandemic.

distinct economic characteristics.

The ownership segment primarily derives earnings from nightly hotel room sales, food and beverage sales and sales of other services at our consolidated owned and leased hotels.

For more information regarding our segments, refer to "—Our Business—Management and Franchise" and "—Our Business—Ownership" below.

Despite the adverse effects of the COVID-19 pandemic, we continued to open new hotels and expand our development pipeline in 2020 and continuing throughout 2021, including:

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

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

| | | | As of or for the Year Ended December 31, 2021 | | | | | | | | |

| | | | Hotels | | | | | | Rooms(1) | | |

| Hotel system | | | | | | | | | | | |

| Additions | | | 414 | | | | | | 67,100 | | |

| Net additions(2) | | | 355 | | | | | | 55,100 | | |

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

| Development pipeline(3) | | | | | | | | | | | |

| Additions | | | 645 | | | | | | 96,200 | | |

| Count as of period end(4) | | | 2,668 | | | | | | 407,900 | | |

(1)Rounded to the nearest hundred.

(2)Represents net unit growth for the year ended December 31, 2021 of 5.6 percent.

We believe that satisfied customers will generate additional business at our properties, yielding strong overall hotel performance for us and our hotel owners.

| | | | | | | | | | | | | December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

___________

Waldorf Astoria hotels deliver graceful service from the moment a guest books through checkout.

In addition to the brand's renowned hotel offerings, Waldorf Astoria boasts a best-in-class residential portfolio that provides the comfort of a private home combined with the superior amenities and legendary service of Waldorf Astoria.

*LXR Hotels & Resorts:* Found in some of the world's most alluring destinations, LXR Hotels & Resorts is a collection of independent luxury properties that each represent their unique location and offer a singular travel experience native to its place, history and tradition.

Each of the hotels in the collection remains steadfastly true to its heritage and culture, providing a luxurious base of exploration for the passionate, yet discerning, adventurer.

Conrad was named the World Travel Awards' "World's Leading Luxury Hotel Brand" for 2021.

*Signia by Hilton:* Signia by Hilton is a new portfolio of premier hotels in highly sought-after urban and resort destinations, offering sophisticated business and leisure travelers an elevated hotel experience combined with exceptional full-service amenities and premium meetings and events spaces.

*Embassy Suites by Hilton*: Embassy Suites by Hilton offers both leisure and business travelers an approachable, upscale experience with best-in-class customer service that anticipates travelers' needs and delivers what matters most to them.

Homewood Suites by Hilton offers inviting, generous-sized suites featuring separate living and sleeping areas and fully equipped kitchens with full-size refrigerators for guests seeking home-like accommodations when traveling for extended or quick overnight stays.

Additional value-driven amenities include complimentary Wi-Fi and free breakfast.

*Hilton Grand Vacations*: A premier vacation ownership brand, Hilton Grand Vacations is known for delivering a consistently exceptional standard of service, maximum flexibility for owners and guests and elegant, family-friendly resorts in desirable locations around the world.

Signature elements include spacious, well-appointed accommodations and best-in-class resorts with extensive on-site amenities.

A special points-based reservation system gives owners the flexibility to vacation when, where and how they prefer.

The program generates significant repeat business by rewarding guests

Hilton Honors members who book through preferred Hilton channels also have access to instant benefits, including a flexible payment slider that allows members to choose nearly any combination of points and money to book a stay, an exclusive member discount and free standard Wi-Fi.

Members also have access to contactless technology exclusively through the Hilton Honors app, where members can check in, choose their room and access their room using Digital Key.

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

As of December 31, 2020, this segment included 715 managed hotels and 5,646 franchised hotels consisting of 990,857 total rooms.

For more information regarding our segments, see "Part II—Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Results" and Note 18: "Business Segments" in "Part II—Item 8.

Financial Statements and Supplementary Data."

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.

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

Additionally, of the rooms in the development pipeline, 233,000 rooms were located outside the U.S., and 204,000 rooms were under construction.

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.

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.

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.

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

Properties feature elegant spa and wellness facilities; best in class bars and restaurants; golf courses at select resort properties; 24-hour room service; fitness centers; impressive meeting and events capabilities; wedding and banquet facilities; and special event and concierge services.

*Signia by Hilton:* Signia by Hilton is our premier meetings-and-events brand positioned at the top of the upper upscale category.

It provides guests with best-in-class experiences in top urban and resort destinations around the world.

Signia by Hilton has been developed to attract highly 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.

The brand primarily serves business and leisure upper upscale travelers and meeting groups.

*Embassy Suites by Hilton*: Embassy Suites by Hilton is the upper upscale all-suites hotel brand that delivers inclusive value.

lobby concept with dedicated spaces to relax, work and dine; and elevated, yet approachable, culinary options, including the brand’s signature coffee & tea fuel bar, a casual breakfast café and an inviting evening bar experience with small plates and cocktails.

Every room is a spacious suite featuring a fully equipped kitchen—suitable for stays of any length.

A free, full hot breakfast is served daily, along with complimentary drinks and bites in the evenings.

*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.

Hilton Grand Vacations provides the comfort and convenience of residential-style resort accommodations in select, renowned vacation destinations.

Each of the Hilton Grand Vacations properties provides a distinctive setting, while signature elements remain consistent, such as high-quality guest service, spacious units and extensive on-property amenities.

experiences to more than 112 million members.

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

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

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

| Europe | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 263 | | | | | | 2 | | | | | | 263 | | |

| 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 | | |

| Asia Pacific | | | — | | | | | | — | | | | | | 68 | | | | | | 18,303 | | | | | | 4 | | | | | | 1,333 | | | | | | 72 | | | | | | 19,636 | | |

| U.S. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43 | | | | | | 5,392 | | | | | | 43 | | | | | | 5,392 | | |

We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums, including proceedings involving tort and other general liability claims, employee claims, consumer protection claims and claims related to our management of certain [removed: hotel properties.][added: hotels.]

Most occurrences involving liability, claims of negligence and employees are covered by [removed: insurance] [added: policies that we hold] with solvent insurance carriers.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020,] [added: 2021,] 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: $19,902] [added: $32,816] 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: 10, 2021] [added: 9, 2022] was [removed: 277,607,799.][added: 279,139,082.]

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: 2021] [added: 2022] 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: 2020][added: 2021]

| | | | [removed: Forward-Looking Statements] [added: [Forward-Looking Statements](#i272050030d6b436bb1abb463f9e4500e_10)] | | | [removed: [2](#ie1e75c511e9943ad92d2e84b1b441e34_1594)] [added: [2](#i272050030d6b436bb1abb463f9e4500e_10)] | | |

| | | | [removed: Summary] [added: [Summary] of Risk [removed: Factors] [added: Factors](#i272050030d6b436bb1abb463f9e4500e_13)] | | | [removed: [2](#ie1e75c511e9943ad92d2e84b1b441e34_1604)] [added: [2](#i272050030d6b436bb1abb463f9e4500e_13)] | | |

| | | | [removed: Terms] [added: [Terms] Used and Basis of Presentation in this Annual Report on Form [removed: 10-K, COVID-19 Pandemic] [added: 10-K](#i272050030d6b436bb1abb463f9e4500e_16) [](#i272050030d6b436bb1abb463f9e4500e_16)and Social Media] | | | [added: [3](#i272050030d6b436bb1abb463f9e4500e_16)] | | |

| Item 1. | | | [removed: Business] [added: [Business](#i272050030d6b436bb1abb463f9e4500e_19)] | | | [removed: [3](#ie1e75c511e9943ad92d2e84b1b441e34_10)] [added: [3](#i272050030d6b436bb1abb463f9e4500e_19)] | | |

| Item 1A. | | | [removed: Risk Factors] [added: [Risk Factors](#i272050030d6b436bb1abb463f9e4500e_22)] | | | [removed: [20](#ie1e75c511e9943ad92d2e84b1b441e34_13)] [added: [21](#i272050030d6b436bb1abb463f9e4500e_22)] | | |

| Item 1B. | | | [removed: Unresolved] [added: [Unresolved] Staff [removed: Comments] [added: Comments](#i272050030d6b436bb1abb463f9e4500e_25)] | | | [removed: [42](#ie1e75c511e9943ad92d2e84b1b441e34_16)] [added: [40](#i272050030d6b436bb1abb463f9e4500e_25)] | | |

| Item 2. | | | [removed: Properties] [added: [Properties](#i272050030d6b436bb1abb463f9e4500e_28)] | | | [removed: [43](#ie1e75c511e9943ad92d2e84b1b441e34_19)] [added: [41](#i272050030d6b436bb1abb463f9e4500e_28)] | | |

| Item 3. | | | [removed: Legal Proceedings] [added: [Legal Proceedings](#i272050030d6b436bb1abb463f9e4500e_31)] | | | [removed: [45](#ie1e75c511e9943ad92d2e84b1b441e34_22)] [added: [42](#i272050030d6b436bb1abb463f9e4500e_31)] | | |

| Item 4. | | | [removed: Mine] [added: [Mine] Safety [removed: Disclosures] [added: Disclosures](#i272050030d6b436bb1abb463f9e4500e_34)] | | | [removed: [45](#ie1e75c511e9943ad92d2e84b1b441e34_25)] [added: [43](#i272050030d6b436bb1abb463f9e4500e_34)] | | |

| Item 5. | | | [removed: Market] [added: [Market] for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases [removed: of] [added: of](#i272050030d6b436bb1abb463f9e4500e_37)] | | | | | |

| | | | [removed: Equity Securities] [added: [Equity Securities](#i272050030d6b436bb1abb463f9e4500e_37)] | | | [removed: [46](#ie1e75c511e9943ad92d2e84b1b441e34_28)] [added: [44](#i272050030d6b436bb1abb463f9e4500e_37)] | | |

| Item 7. | | | [removed: Management's] [added: [Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations] [added: Operations](#i272050030d6b436bb1abb463f9e4500e_43)] | | | [removed: [49](#ie1e75c511e9943ad92d2e84b1b441e34_34)] [added: [46](#i272050030d6b436bb1abb463f9e4500e_43)] | | |

| Item 7A. | | | [removed: Quantitative] [added: [Quantitative] and Qualitative Disclosures About Market [removed: Risk] [added: Risk](#i272050030d6b436bb1abb463f9e4500e_82)] | | | [removed: [68](#ie1e75c511e9943ad92d2e84b1b441e34_70)] [added: [65](#i272050030d6b436bb1abb463f9e4500e_82)] | | |

| Item 8. | | | [removed: Financial] [added: [Financial] Statements and Supplementary [removed: Data] [added: Data](#i272050030d6b436bb1abb463f9e4500e_85)] | | | [removed: [70](#ie1e75c511e9943ad92d2e84b1b441e34_73)] [added: [67](#i272050030d6b436bb1abb463f9e4500e_85)] | | |

| Item 9. | | | [removed: Changes] [added: [Changes] in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure] [added: Disclosure](#i272050030d6b436bb1abb463f9e4500e_181)] | | | [removed: [119](#ie1e75c511e9943ad92d2e84b1b441e34_175)] [added: [111](#i272050030d6b436bb1abb463f9e4500e_181)] | | |

| Item 9A. | | | [removed: Controls] [added: [Controls] and [removed: Procedures] [added: Procedures](#i272050030d6b436bb1abb463f9e4500e_184)] | | | [removed: [119](#ie1e75c511e9943ad92d2e84b1b441e34_178)] [added: [111](#i272050030d6b436bb1abb463f9e4500e_184)] | | |

| Item 9B. | | | [removed: Other Information] [added: [Other Information](#i272050030d6b436bb1abb463f9e4500e_187)] | | | [removed: [119](#ie1e75c511e9943ad92d2e84b1b441e34_181)] [added: [111](#i272050030d6b436bb1abb463f9e4500e_187)] | | |

| Item 10. | | | [removed: Directors,] [added: [Directors,] Executive Officers and Corporate [removed: Governance] [added: Governance](#i272050030d6b436bb1abb463f9e4500e_190)] | | | [removed: [120](#ie1e75c511e9943ad92d2e84b1b441e34_184)] [added: [112](#i272050030d6b436bb1abb463f9e4500e_190)] | | |

| Item 11. | | | [removed: Executive Compensation] [added: [Executive Compensation](#i272050030d6b436bb1abb463f9e4500e_193)] | | | [removed: [120](#ie1e75c511e9943ad92d2e84b1b441e34_187)] [added: [112](#i272050030d6b436bb1abb463f9e4500e_193)] | | |

| Item 12. | | | [removed: Security] [added: [Security] Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder] [added: Stockholder](#i272050030d6b436bb1abb463f9e4500e_196)] | | | | | |

| Item 13. | | | [removed: Certain] [added: [Certain] Relationships and Related Transactions, and Director [removed: Independence] [added: Independence](#i272050030d6b436bb1abb463f9e4500e_199)] | | | [removed: [120](#ie1e75c511e9943ad92d2e84b1b441e34_193)] [added: [112](#i272050030d6b436bb1abb463f9e4500e_199)] | | |

| Item 14. | | | [removed: Principal] [added: [Principal] Accounting Fees and [removed: Services] [added: Services](#i272050030d6b436bb1abb463f9e4500e_202)] | | | [removed: [120](#ie1e75c511e9943ad92d2e84b1b441e34_196)] [added: [112](#i272050030d6b436bb1abb463f9e4500e_202)] | | |

| Item 15. | | | [removed: Exhibits] [added: [Exhibits] and Financial Statement [removed: Schedules] [added: Schedules](#i272050030d6b436bb1abb463f9e4500e_205)] | | | [removed: [120](#ie1e75c511e9943ad92d2e84b1b441e34_199)] [added: [112](#i272050030d6b436bb1abb463f9e4500e_205)] | | |

| Item 16. | | | [removed: Form] [added: [Form] 10-K [removed: Summary] [added: Summary](#i272050030d6b436bb1abb463f9e4500e_208)] | | | [removed: [124](#ie1e75c511e9943ad92d2e84b1b441e34_202)] [added: [117](#i272050030d6b436bb1abb463f9e4500e_208)] | | |

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

- Failures in, material damage to or interruptions in our information technology systems, software or [removed: websites] [added: websites, including as a result of cyber-attacks on our systems or systems operated by third parties that provide operational] and [added: technical services to us, costs associated with protecting the integrity and security of personal data and other sensitive information 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;

- Because we derive a portion of our revenues from operations outside the [removed: U.S.] [added: United States ("U.S."),] the risks of doing business internationally could lower our revenues, increase our costs, reduce our profits or disrupt our business; [removed: and]

Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business and Financial Metrics Used by Management" for additional information on [removed: these] [added: our] financial [added: and performance] metrics.

| Item 6. | | | [\[Reserved\]](#i272050030d6b436bb1abb463f9e4500e_40) | | | [45](#i272050030d6b436bb1abb463f9e4500e_40) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i272050030d6b436bb1abb463f9e4500e_1597) | | | [111](#i272050030d6b436bb1abb463f9e4500e_1597) | | |

| PART III | | | | | | [112](#i272050030d6b436bb1abb463f9e4500e_190) | | |

| | | | [Matters](#i272050030d6b436bb1abb463f9e4500e_196) | | | [112](#i272050030d6b436bb1abb463f9e4500e_196) | | |

| | | | [Signatures](#i272050030d6b436bb1abb463f9e4500e_211) | | | [118](#i272050030d6b436bb1abb463f9e4500e_211) | | |

- Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could adversely affect our results of operations; and

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

| Item 6. | | | Selected Financial Data | | | [48](#ie1e75c511e9943ad92d2e84b1b441e34_31) | | |

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

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

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

Reference to "Average Daily Rate" or "ADR" represents hotel room revenue divided by the total number of room nights sold for a given period, and reference to "Revenue per Available Room" or "RevPAR" is calculated by dividing hotel room revenue by the total number of room nights available to guests for a given period.

Reference to "Adjusted EBITDA" means earnings before interest expense, a provision for income taxes and depreciation and amortization, or "EBITDA," further adjusted to exclude certain items.

*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.

| Hilton [removed: Nairobi(1)] [added: Nairobi] | | | | | | Nairobi, Kenya | | | | | | 287 | | |

[removed: (1)We own] [added: As of December 31, 2021, we owned] a controlling financial interest, but less than a 100 percent interest, in the entity that owns the [added: following] property.

As of December 31, [removed: 2020,] [added: 2021,] we had a minority or noncontrolling financial interest in the entities that own or lease the following five properties, representing 2,244 [removed: rooms.][added: rooms, and we manage each of the hotels for these entities.]

As of December 31, [removed: 2020,] [added: 2021,] we leased the following [removed: 54] [added: 48] hotels, representing [removed: 16,740] [added: 15,620] rooms.

| Ramses Hilton | | | | | | Cairo, Egypt | | | | | | [removed: 817] [added: 811] | | |

| Hilton Glasgow | | | | | | Glasgow, United Kingdom | | | | | | [removed: 319] [added: 322] | | |

Our corporate headquarters [removed: are] [added: is] located at 7930 Jones Branch Drive, McLean, Virginia [removed: 22102.][added: 22102, which is under a lease agreement expiring in December 2023.]

We also [removed: have] [added: own or lease] corporate offices [added: or centralized operations centers] in [added: Memphis, Tennessee; Carrollton, Texas; Glasgow, Scotland (Europe);] Watford, England [removed: (Europe),] [added: (Europe);] Dubai, United Arab Emirates (Middle East and [removed: Africa),] [added: Africa);] Singapore (Asia [removed: Pacific), Tokyo (Japan)] [added: Pacific); Tokyo, Japan; Shanghai, China;] and [removed: Shanghai (China).][added: Mexico City, Mexico.]

Additionally, to support our operations, we have our Hilton [added: Reservations and Customer Care, Hilton] Honors and other commercial services [added: at a leased] office in Addison, Texas.

In the event we need to expand our operations, [added: or upon expiration of our current leases,] we believe that suitable space will be available on commercially reasonable terms.

(continued on next page)

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

| Hilton Belfast Templepatrick Golf & Country Club | | | | | | Templepatrick, United Kingdom | | | | | | 129 | | |

____________

We manage each of the hotels for the entity owning or leasing the hotel.

| Hilton Brighton Metropole | | | | | | Brighton, United Kingdom | | | | | | 340 | | |

| Hilton Bracknell | | | | | | Bracknell, United Kingdom | | | | | | 215 | | |

| Hilton Leicester | | | | | | Leicester, United Kingdom | | | | | | 179 | | |

| Hilton Maidstone | | | | | | Maidstone, United Kingdom | | | | | | 146 | | |

| Hilton Avisford Park, Arundel | | | | | | Arundel, United Kingdom | | | | | | 140 | | |

| Hilton Glasgow Grosvenor | | | | | | Glasgow, United Kingdom | | | | | | 97 | | |

These offices consist of approximately 248,000 rentable square feet of leased space.

Other non-operating real estate that we own or lease includes centralized operations centers located in Memphis, Tennessee and Glasgow, Scotland, and our Hilton Reservations and Customer Care office in Carrollton, Texas.

Our common stock is listed for trading on the NYSE under the symbol "HLT." As of December 31, [removed: 2020,] [added: 2021,] there were [removed: approximately 14] [added: seven] 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.

[removed: We have] [added: Prior to 2020, we] historically paid [removed: regular quarterly] cash dividends.

However, [removed: 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.

[removed: Any decision] [added: We expect] to declare and pay dividends in the future [removed: will be made at] [added: subject to] the sole discretion of our board of [removed: directors and] [added: directors, whose decision] will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant.

The following graph compares Hilton's cumulative total stockholder return since December 31, [removed: 2015] [added: 2016] 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: 2015] [added: 2016] and that all dividends and other distributions, including the effect of the spin-offs, were reinvested.

[removed: ][added: ]

| | | | [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: 12/31/2020] [added: 12/31/2021] | | |

As of December 31, [removed: 2020,] [added: 2021,] approximately $2.2 billion remained available for share repurchases under the program.

We formally suspended share repurchases [added: in March 2020,] given the [removed: current] economic environment and our efforts to preserve cash, and no share repurchases have been made since [removed: March 5, 2020.][added: then.]

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

| Hilton | | | $ | 100.00 | | | | | $ | 144.37 | | | | | $ | 130.80 | | | | | $ | 203.30 | | | | | $ | 204.38 | | | | | $ | 286.54 | |

| S&P 500 | | | 100.00 | | | | | | 119.42 | | | | | | 111.97 | | | | | | 144.31 | | | | | | 167.77 | | | | | | 212.89 | | |

| S&P Hotel | | | 100.00 | | | | | | 146.42 | | | | | | 118.05 | | | | | | 159.00 | | | | | | 117.25 | | | | | | 140.52 | | |

| 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 | | |

We derived the selected statement of operations data for the years ended December 31, 2020, 2019 and 2018 and the selected balance sheet data as of December 31, 2020 and 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, 2017 and 2016 and the selected balance sheet data as of December 31, 2018, 2017 and 2016 from audited consolidated financial statements that are not included in this Annual Report on Form 10-K.

The selected financial data below should be read together with the consolidated financial statements including the related notes thereto and "Part II—Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this Annual Report on Form 10-K.

Our historical results are not necessarily indicative of the results expected for any future period.

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

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

| | | | As of and for the Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| | | | (in millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Selected Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | | $ | 4,307 | | | | | $ | 9,452 | | | | | $ | 8,906 | | | | | $ | 8,131 | | | | | $ | 6,576 | |

| Operating income (loss) | | | (418) | | | | | | 1,657 | | | | | | 1,432 | | | | | | 1,132 | | | | | | 868 | | |

| Income (loss) from continuing operations, net of taxes | | | (720) | | | | | | 886 | | | | | | 769 | | | | | | 1,089 | | | | | | (17) | | |

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

| Basic | | | $ | (2.58) | | | | | $ | 3.07 | | | | | $ | 2.53 | | | | | $ | 3.34 | | | | | $ | (0.08) | |

| Diluted | | | (2.56) | | | | | | 3.04 | | | | | | 2.50 | | | | | | 3.32 | | | | | | (0.08) | | |

| Cash dividends declared per share | | | $ | 0.15 | | | | | $ | 0.60 | | | | | $ | 0.60 | | | | | $ | 0.60 | | | | | $ | 0.84 | |

| Selected Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets(1) | | | $ | 16,755 | | | | | $ | 14,957 | | | | | $ | 13,995 | | | | | $ | 14,228 | | | | | $ | 26,176 | |

| Long-term debt(2) | | | 10,487 | | | | | | 7,993 | | | | | | 7,282 | | | | | | 6,602 | | | | | | 6,616 | | |

____________

(1)Includes the assets of Hilton, Park and HGV as of December 31, 2016.

(2)Includes current maturities and is net of unamortized deferred financing costs and discount.

Also includes finance lease liabilities and other debt of consolidated VIEs.

| Management’s Report on Internal Control Over Financial Reporting | | | [removed: [71](#ie1e75c511e9943ad92d2e84b1b441e34_76)] [added: [68](#i272050030d6b436bb1abb463f9e4500e_88)] | | |

| Report of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting | | | [removed: [72](#ie1e75c511e9943ad92d2e84b1b441e34_79)] [added: [69](#i272050030d6b436bb1abb463f9e4500e_91)] | | |

| Report of Independent Registered Public Accounting Firm – Financial Statements | | | [removed: [73](#ie1e75c511e9943ad92d2e84b1b441e34_82)] [added: [70](#i272050030d6b436bb1abb463f9e4500e_94)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: [78](#ie1e75c511e9943ad92d2e84b1b441e34_85)] [added: [73](#i272050030d6b436bb1abb463f9e4500e_97)] | | |

| Consolidated Statements of Operations for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [79](#ie1e75c511e9943ad92d2e84b1b441e34_88)] [added: [74](#i272050030d6b436bb1abb463f9e4500e_100)] | | |

| Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [80](#ie1e75c511e9943ad92d2e84b1b441e34_91)] [added: [75](#i272050030d6b436bb1abb463f9e4500e_103)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [81](#ie1e75c511e9943ad92d2e84b1b441e34_94)] [added: [76](#i272050030d6b436bb1abb463f9e4500e_106)] | | |

| Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [82](#ie1e75c511e9943ad92d2e84b1b441e34_97)] [added: [77](#i272050030d6b436bb1abb463f9e4500e_109)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [83](#ie1e75c511e9943ad92d2e84b1b441e34_100)] [added: [78](#i272050030d6b436bb1abb463f9e4500e_112)] | | |

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

In making this assessment, management used the criteria [removed: set forth] [added: established in the Internal Control-Integrated Framework issued] by the Committee of Sponsoring Organizations of the Treadway Commission [removed: ("COSO") in Internal Control—Integrated Framework (2013).][added: (2013 framework).]

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Ernst & Young [removed: LLP,] [added: LLP (PCAOB ID: 42),] 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: 2020.][added: 2021.]

To the Stockholders and [added: the] Board of Directors of

We have audited Hilton Worldwide Holdings Inc.'s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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 [removed: Hilton Worldwide Holdings Inc. (the Company)] [added: the Company] as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive [removed: income,] [added: income (loss),] cash [removed: flows,] [added: flows] and stockholders' [removed: equity,] [added: equity (deficit),] for each of the three years in the period ended December 31, [removed: 2020 of the Company] [added: 2021] and the related notes, and our report dated February [removed: 17, 2021] [added: 16, 2022] expressed an unqualified opinion thereon.

The Company's management is responsible for maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control [removed: over] [added: Over] Financial Reporting.

We have audited the accompanying consolidated balance sheets of Hilton Worldwide Holdings Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive [removed: income,] [added: income (loss),] cash [removed: flows,] [added: flows] and stockholders’ [removed: equity,] [added: equity (deficit),] for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with [removed: US] [added: U.S.] 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: 2020,] [added: 2021,] 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: 17, 2021] [added: 16, 2022] expressed an unqualified opinion thereon.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the [removed: US] [added: U.S.] federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Such procedures [removed: include] [added: included] examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

| *Description of the Matter* | | | | | | The Company recognized [removed: $264] [added: $346] million of revenues during the year ended December 31, [removed: 2020] [added: 2021] and had deferred revenues of [removed: $720] [added: $535] million and a liability for guest loyalty program of [removed: $2,469] [added: $2,364] million as of December 31, [removed: 2020] [added: 2021] 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 services, for free or at a discount, to Hilton Honors members in exchange for the redemption of points earned through participation in 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 the related point obligation is satisfied based upon the estimated standalone selling price per 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 [added: expected future] 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 Loyalty Program during the year. For example, we tested controls over management’s review of the assumptions and data inputs utilized by [removed: outside] [added: third-party] actuaries to assist the Company in determining the fair value of the future award redemption obligation and breakage rate of Loyalty Program points and management’s review of 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 [removed: US] [added: U.S.] GAAP of the accounting model developed by the Company to recognize revenue and costs associated with the Loyalty Program. We tested significant inputs into the accounting model, including the estimated standalone selling price and recognition of points earned and redeemed during the period. We involved our actuarial professionals to assist in our testing 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 assumptions used in estimating the breakage rate. | | |

| *Description of the Matter* | | | | | | The Company recognized [removed: an] income tax [removed: benefit] [added: expense] of [removed: $204] [added: $153] million during the year ended December 31, [removed: 2020,] [added: 2021,] and unrecognized tax benefits of [removed: $451] [added: $375] million as of December 31, [removed: 2020.] [added: 2021.] As discussed in Note 13 to the consolidated financial statements, changes to the Company’s unrecognized tax benefits relate to, among others, uncertainty regarding prior year tax returns in [removed: certain foreign] jurisdictions where the Company operates, [removed: additional] [added: changes in] reserves related to Hilton Honors, and reductions and settlements related to the conclusion of certain [removed: state] audits. [removed: Further, as discussed in Note 13 to the consolidated financial statements, the Company has recognized tax positions of $817 million as of December 31, 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 $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: $3,104] [added: $3,454] million and General and administrative expenses of [removed: $311] [added: $405] million during the year ended December 31, [removed: 2020.] [added: 2021.] 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. | | |

| [removed: 2020] | | | [added: 2021] | | | [removed: 2019] | | | [added: 2020] | | | [added: | | | 2019 | | |]

| Cash and cash equivalents | | | $ | [removed: 3,218] [added: 1,427] | | | | | $ | [removed: 538] [added: 3,218] | |

| Restricted cash and cash equivalents | | | [removed: 45] [added: 85] | | | | | | [removed: 92] [added: 45] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $132] [added: $126] and [removed: $44] [added: $132] | | | [removed: 771] [added: 1,068] | | | | | | [removed: 1,261] [added: 771] | | |

| Prepaid expenses | | | [removed: 70] [added: 89] | | | | | | [removed: 130] [added: 70] | | |

| Other | | | [removed: 98] [added: (78)] | | | | | | [removed: 72] [added: 13] | | | [added: | | | 4 | | |]

| Total current assets (variable interest entities *–* [removed: $53] [added: $30] and [removed: $100)] [added: $53)] | | | [removed: 4,202] [added: 2,871] | | | | | | [removed: 2,093] [added: 4,202] | | |

| Goodwill | | | [removed: 5,095] [added: 5,071] | | | | | | [removed: 5,159] [added: 5,095] | | |

| Brands | | | [removed: 4,904] [added: 4,883] | | | | | | [removed: 4,877] [added: 4,904] | | |

| Management and franchise contracts, net | | | [removed: 653] [added: 758] | | | | | | [removed: 780] [added: 653] | | |

| Other intangible assets, net | | | [removed: 266] [added: 194] | | | | | | [removed: 421] [added: 266] | | |

| Operating lease right-of-use assets | | | [removed: 772] [added: 694] | | | | | | [removed: 867] [added: 772] | | |

| Property and equipment, net | | | [removed: 346] [added: 305] | | | | | | [removed: 380] [added: 346] | | |

To the Stockholders and the Board of Directors of

February 16, 2022

| Diluted | | | $ | 1.46 | | | | | $ | (2.58) | | | | | $ | 3.04 | |

| Loss on debt extinguishments | | | 69 | | | | | | 48 | | | | | | — | | |

| Supplemental Disclosures: | | | | | | | | | | | | | | | | | |

| Cash paid during the period: | | | | | | | | | | | | | | | | | |

| Interest | | | $ | 359 | | | | | $ | 433 | | | | | $ | 360 | |

| Income taxes, net of refunds | | | 181 | | | | | | 79 | | | | | | 363 | | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 410 | | | | | | — | | | | | | (3) | | | | | | 407 | | |

| Share-based compensation | | | 1 | | | | | | — | | | | | | 10 | | | | | | 168 | | | | | | — | | | | | | — | | | | | | — | | | | | | 178 | | |

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

| Balance as of December 31, 2021 | | | 279 | | | | | | $ | 3 | | | | | $ | (4,443) | | | | | $ | 10,720 | | | | | $ | (6,322) | | | | | $ | (779) | | | | | $ | 2 | | | | | $ | (819) | |

(1) Relates to Accounting Standards Update ("ASU") No. 2016-02 ("ASU 2016-02"), *Leases (Topic 842)*, that was adopted on January 1, 2019.

(2) Relates to ASU No. 2016-13 ("ASU 2016-13"), *Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments*, that was adopted on January 1, 2020.

As such, the years ended December 31, 2021 and 2020, as well as upcoming periods, are unlikely to be comparable to periods prior to the onset of the pandemic or to other periods affected by the pandemic and are not indicative of future performance.

Management has made estimates and judgments in light of these circumstances.

the COVID-19 pandemic.

*•Hilton Honors rewards* provide substantive rights for free or discounted goods or services to Hilton Honors members.

We do not estimate revenues expected to be recognized related to our unsatisfied performance obligations for our:

The terms of the fees

If we determine qualitatively that the fair value is more likely than not less than its carrying value, or if we decide to bypass the qualitative assessment, we perform a quantitative analysis.

If the net carrying value of the asset group is determined to be more than its estimated undiscounted future cash flows and, therefore, is not considered to be recoverable and is in excess of the estimated fair value, we recognize an impairment loss in our consolidated statement of operations for the amount by which the carrying value exceeds the estimated fair value.

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

member.

While the points are outstanding, both the estimate of the expected payments to third parties (i.e., cost per point redeemed) and the estimated breakage are reevaluated.

consolidated statements of operations.

We recognized revenue of $346 million related to Hilton Honors point redemptions and license fees during the year ended December 31, 2021.

offset the hedged cash flows.

- *Performance shares* vest three years from the date of grant based on a set of specified performance measures over a defined performance period.

Loss Contingencies

We are involved in various claims and lawsuits arising in the ordinary course of business, the outcomes of which are subject to significant uncertainty.

We also provide various types of guarantees and other assistance in the form of letters of credit and financing to certain owners of hotels that we currently or plan to manage or franchise, with varying degrees of certainty with respect to the ultimate timing and amount of cash flows that might be expended under such agreements.

An estimated loss from a loss contingency will be accrued as a charge to income if it is probable a loss has been incurred and the amount of the loss can be reasonably estimated.

We evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss in determining whether an accrual of an estimated loss is appropriate.

In November 2021, the Financial Accounting Standards Board issued ASU No. 2021-10 ("ASU 2021-10"), *Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance*, which requires entities to provide annual disclosures about the nature of material existing government assistance agreements and the impact of such agreements on the entity's financial statements.

The provisions of ASU 2021-10 are effective for fiscal years beginning after December 15,

2021; early adoption is permitted.

We do not expect the adoption of this ASU or its application in future periods to have a material effect on our consolidated financial statements.

(2)Revenue recognized during the year ended December 31, 2021 included $25 million for performance obligations that were satisfied in a prior period as a result of a change to the estimated breakage of Hilton Honors points for which point expirations have been temporarily suspended.

February 17, 2021

| | | | | | | | | |

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

| | | | | | | 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. | | |

| *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. | | |

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

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

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

| Diluted | | | $ | (2.56) | | | | | $ | 3.04 | | | | | $ | 2.50 | |

| Payments received on other financing receivables | | | 4 | | | | | | 3 | | | | | | 50 | | |

For supplemental disclosures, see Note 12: "Leases" and Note 20: "Supplemental Disclosures of Cash Flow Information."

| Balance as of December 31, 2017 | | | 317 | | | | | | $ | 3 | | | | | $ | (891) | | | | | $ | 10,298 | | | | | $ | (6,981) | | | | | $ | (741) | | | | | $ | 3 | | | | | $ | 1,691 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 764 | | | | | | — | | | | | | 5 | | | | | | 769 | | |

| Dividends | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (184) | | | | | | — | | | | | | — | | | | | | (184) | | |

| Repurchases of common stock | | | (23) | | | | | | — | | | | | | (1,721) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,721) | | |

| Distributions | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | (1) | | |

| Acquisition of noncontrolling interest | | | — | | | | | | — | | | | | | — | | | | | | (3) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | |

| Cumulative effect of the adoption of ASU 2016-13 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | — | | | | | | — | | | | | | (10) | | |

Hilton Worldwide Holdings Inc. (the "Parent," or together with its subsidiaries, "Hilton," "we," "us," "our" or the

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.

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

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.

*•Substantive rights for free or discounted goods or services to hotel guests* are satisfied at the earlier point in time of either when the substantive right expires or the underlying free or discounted good or service is provided to the hotel guest.

Consideration paid or anticipated to be paid to incentivize hotel owners to enter into management contracts with us is amortized over the life of the applicable contract as a reduction to base and other management fees.

We review all finite-lived intangible assets for impairment on an annual basis or at other times during the year when indicators of impairment exist.

sources.

Changes in the fair value of a derivative that is qualified and designated as a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings.

This process includes matching all derivatives that are designated as cash flow hedges to specific forecasted transactions, linking all derivatives designated as fair value hedges to specific assets and liabilities in the consolidated balance sheets and determining the foreign currency exposure of the net investment of the foreign operation for a net investment hedge.

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 original awards: (i) 50 percent of the awards are subject to achievement based on the three-year compound annual growth rate ("CAGR") of the Company's earnings before interest expense, a provision for income tax benefit (expense) and depreciation and amortization ("EBITDA"), adjusted to exclude certain items ("Adjusted EBITDA"), referred to as EBITDA CAGR, and (ii) 50 percent of the awards are subject to achievement based on the Company’s three-year free cash flow ("FCF") per share CAGR, referred to as FCF CAGR.

on new performance measures.

The terms of the performance awards that will vest based on new performance measures are as follows: (i) 25 percent of the awards are subject to the Company's Adjusted EBITDA at the end of the performance period; (ii) 25 percent of the awards are subject to the Company's FCF per share at the end of the performance period; (iii) 25 percent of the awards are subject to the Company's three-year net unit growth ("NUG") CAGR, referred to as NUG CAGR; and (iv) 25 percent of the awards are subject to one-year revenue per available room ("RevPAR") index growth.

For additional information on the performance share modifications, see Note 15: "Share-Based Compensation."

In December 2017, H.R.1, known as the Tax Cuts and Jobs Act of 2017 (the "TCJ Act"), was signed into law and included widespread changes to the Internal Revenue Code including, among other items, the creation of new taxes on certain foreign earnings.

The TCJ Act subjects a U.S. stockholder to current tax on global intangible low-taxed income ("GILTI") earned by certain foreign subsidiaries.

See Note 13: "Income Taxes" for additional information on the effects of the TCJ Act on our consolidated financial statements.

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 2016-13 ("ASU 2016-13"), *Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments*, which significantly changes how entities account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income.

On January 1, 2020, we adopted ASU 2016-13, and subsequent ASUs issued to clarify its application, on a prospective basis, and recognized a $10 million cumulative adjustment, net of taxes, in accumulated deficit.

By applying ASU 2016-13 at the adoption date, the presentation of credit losses for periods prior to January 1, 2020 remains unchanged and in accordance with *Receivables (Topic 310*).

PART III

Not applicable.

PART III

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2020.][added: 2021.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2020.][added: 2021.]

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: 2020] [added: 2021] under the equity compensation plans.

(1)Includes shares issuable upon exercise of stock options and [removed: 3,125,195] [added: 2,947,125] 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 after taking into account the performance share modifications that occurred in December 2020.][added: achieved.]

The remaining information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2020.][added: 2021.]

| | | | As of December 31, 2021 | | | | | | | | | | | | | | |

| Equity compensation plans approved by stockholders | | | 5,749,950 | | | | | | $ | 80.03 | | | | | 12,183,407 | | |

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

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

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2020.][added: 2021.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2020.][added: 2021.]

| 4.1 | | | | | | [Indenture with respect to [removed: the](http://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex41.htm) [4.875%] [added: the 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 8-K filed on March 22, 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517092260/d335951dex41.htm) | | |

| 4.3 | | | | | | [First Supplemental Indenture with respect to [removed: the](http://www.sec.gov/Archives/edgar/data/1585689/000158568918000033/exhibit46-firstsupplementa.htm) [2027] [added: the 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 10-K for the year ended December 31, 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000158568918000033/exhibit46-firstsupplementa.htm) | | |

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

| 4.7 | | | | | | [removed: [Indenture] [added: [Indenture, dated as of June 20, 2019,] with respect to the [removed: 5.125%] [added: 4.875%] Senior Notes due [removed: 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 April 13, 2018,] [added: 2030 (the "2030 Notes"),] by and among Hilton Domestic Operating Company Inc., 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 8-K filed on [removed: April 13, 2018).](http://www.sec.gov/Archives/edgar/data/1585689/000119312518116905/d568937dex41.htm)] [added: June 24, 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)] | | |

| 4.8 | | | | | | [Form of [removed: 5.125%] [added: 4.875%] Senior Note due [removed: 2026] [added: 2030] (included in Exhibit [removed: 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)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)[7](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)] | | |

| [removed: 4.9] [added: 4.10] | | | | | | [removed: [First] [added: [Second] Supplemental Indenture with respect to [removed: 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)[,] [added: the 2030 Notes,] dated as of [removed: March 8, 2019,] [added: February 25, 2020,] among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated [removed: by] reference to Exhibit [removed: 4.3] [added: 4.1] to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000086/firstsupplementalindenture.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit41-secondsupple.htm)] | | |

| [removed: 4.10] [added: 4.11] | | | | | | [removed: [Second] [added: [Third] Supplemental Indenture with respect to [removed: the](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit43-secondsupple.htm) [2026](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit43-secondsupple.htm) [Notes](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit43-secondsupple.htm)[,] [added: the 2030 Notes,] dated as of February [removed: 25,] [added: 29,] 2020, among the [added: issuer, the] subsidiary guarantors listed therein and Wilmington Trust, National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit43-secondsupple.htm) [(incorporated] [added: trustee (incorporated] by [removed: refer](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit43-secondsupple.htm)[ence] [added: reference] to [removed: Exh](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit43-secondsupple.htm)[ibit 4.3] [added: Exhibit 4.2] to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit43-secondsupple.htm)] [added: 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit42-thirdsupplem.htm)] | | |

| [removed: 4.11] [added: 4.9] | | | | | | [removed: [Third] [added: [First] Supplemental Indenture with respect to the [removed: 2026] [added: 2030] Notes, dated as of [removed: February 29, 2020,] [added: September 12, 2019,] among the [removed: issuer, the] subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit [removed: 4.4] [added: 4.20] to the Company's [removed: Quarterly Report] [added: Registration Statement] on Form [removed: 10-Q for the quarter ended March 31, 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit44-thirdsupplem.htm)] [added: S-4 filed on September 20, 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000162828019011858/exhibit420s-4firstsupp.htm)] | | |

| 4.12 | | | | | | [removed: [Indenture, dated as of June 20, 2019,] [added: [Indenture] with respect to the [removed: 4.875%] [added: 5.375%] Senior Notes due [removed: 2030](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm) [(the "2030 Notes")](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)[,] [added: 2025 and 5.750% Senior Notes due 2028, dated as of April 21, 2020,] by and among Hilton Domestic Operating Company Inc., 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 8-K filed on [removed: June 24, 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)] [added: April 22, 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] | | |