Hilton Worldwide Holdings (HLT) 10-K risk factor changes: FY2022 vs FY2021

The [removed: ongoing global] COVID-19 pandemic [removed: has] negatively affected [removed: and will continue to negatively affect] our business, financial condition and results of [removed: operations.][added: operations and COVID-19 or other outbreaks of contagious diseases or other adverse public health developments may negatively affect future results.]

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

Although distribution of approved vaccines for COVID-19 [removed: began in late 2020 and] continued throughout [removed: 2021,] [added: 2022,] access to and acceptance of vaccines has varied across regions and within individual countries.

As such, the COVID-19 pandemic had [removed: a material negative] [added: an adverse] impact on [added: certain of] our results for the year ended December 31, [removed: 2021] [added: 2022, when compared to prior years,] and [removed: will] [added: COVID-19 or outbreaks of other contagious diseases or other adverse public health developments may] continue to negatively affect future results.

The long-term effects of the [removed: COVID-19] pandemic on our business and the travel industry at large remain uncertain and will depend on future developments, including, but not limited to, the duration and severity of [removed: increases in] [added: potential future] serious illnesses, if any, the availability and public acceptance of vaccinations and other treatments to combat COVID-19 and the length of time it takes for demand [removed: and pricing] to stabilize and normal economic and operating conditions to [added: fully] resume.

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

The steps we took in 2020 to reduce operating [removed: costs,] [added: costs for us and our owners,] including temporarily reducing compensation, reducing our workforce and furloughing a substantial number of our employees, [removed: and further steps we may take in the future to reduce costs for us or our third-party hotel owners may] negatively [removed: affect] [added: affected] our [removed: brand reputation and] ability to attract and retain employees.

Some hotels have faced challenges restaffing to pre-pandemic levels, which [removed: may] [added: in some cases] negatively [removed: affect hotel results,] [added: affected] guest experience and [removed: loyalty.][added: loyalty and, in turn, certain hotel results.]

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

The COVID-19 pandemic [removed: has] had a negative impact on our partners, including third-party owners of our properties, third-party service providers, travel agencies, suppliers and other vendors.

In particular, third-party owners of our hotels [removed: have] experienced financing difficulties and significant declines in [removed: revenues,] [added: revenues during the pandemic,] thereby making it more difficult for them to maintain their hotels and service their indebtedness.

[removed: Current and ongoing] [added: Unfavorable] 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 or cost pressures in developing hotel projects.

As a result, some properties in our development pipeline have entered our system later than we anticipated, and new hotels [removed: may enter] [added: have entered] our pipeline at a slower rate than in the past, thereby negatively affecting our overall growth.

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

- changes in operating costs, including employee compensation and benefits, energy, [removed: insurance and] [added: insurance,] food and [removed: beverage;][added: beverage and other supplies;]

- the quality of services provided by franchisees, including ability to comply with relevant [added: regulations and contractual] requirements [added: relating to a variety of issues] including environment, human rights and labor;

- [added: decreases in] the availability [removed: and] [added: and/or increases in the] cost of capital necessary for us and third-party hotel owners to fund investments, capital expenditures and service debt obligations;

Any of these factors could increase our costs or limit or reduce the prices we are able to charge [added: third-party hotel owners] for [added: providing management and franchise services or hotel customers for] hospitality products and services, or otherwise affect our ability to maintain existing properties or develop new properties.

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

- [removed: war,] [added: wars, such as Russia's invasion of Ukraine,] political instability or civil unrest, terrorist activities or threats and resulting heightened travel security measures, any of which may foreclose travel to certain locales or decrease the appeal of travel among the general population;

We face competition for individual guests, group reservations and conference [removed: business.][added: business at our hotels.]

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

Our brands [removed: and our reputation] are among our most important assets.

If our brands become obsolete or consumers view them as unfashionable, unsustainable or lacking in consistency and quality, we may be unable to attract guests to our [removed: hotels,] [added: hotels] and may further be unable to attract or retain our hotel owners.

Changes in ownership or management practices, perceptions of our 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 [added: regulations and contractual] requirements [removed: (including] [added: relating to a variety of issues including] environmental, human rights and [removed: labor requirements),] [added: labor,] 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.

A negative incident [added: or the perception of occurrence of a negative incident] at one hotel could have far-reaching effects, including lost sales, customer boycotts, loss of development opportunities and employee difficulties.

Such [removed: an incident also] [added: incidents have in the past and] could [added: in the future] subject us to legal actions, including litigation, governmental investigations or penalties, along with the resulting additional adverse publicity.

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

*Our business is subject to real estate investment risks for third-party [added: hotel] owners that could adversely affect our operational results and our prospects for growth.*

Growth of our business is affected, and may potentially be limited, by factors influencing real estate development generally, including site availability, [removed: financing,] [added: financing availability and cost,] planning, zoning and other local approvals.

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 and availability of construction labor and materials and anticipated room rate structure, if not managed effectively by our third-party [added: hotel] owners could adversely affect the growth of our management and franchise business.

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

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

If our third-party [removed: property] [added: hotel] owners are unable to repay or refinance maturing indebtedness on favorable terms or at all, [added: which could be more difficult in the current interest rate environment,] their lenders could declare a default, accelerate the related debt and repossess the [removed: property.][added: property and we could also be required to make cash payments for any debt that we guarantee.]

In addition, the owners of managed and franchised hotels depend on financing to develop or buy and improve hotels [removed: and] [added: and,] in some cases, fund operations during down cycles.

Our hotel owners’ inability to obtain adequate funding [added: or to do so at interest rates that they are willing to accept] could materially adversely affect the 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.

Substantially all of our management and franchise contracts, as well as our license agreement with HGV, require third-party property owners to comply with quality and reputation standards of our brands, which include requirements related to the physical condition, use of technology, safety standards and appearance of the properties, as well as the service levels provided [removed: by hotel employees.]

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

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 2,668] [added: 2,821] hotels in our development pipeline, which we define as hotels under construction or approved for development under one of our brands.

Since 2011, we have launched [removed: nine] [added: ten] new brands: Home2 Suites by Hilton; Curio Collection by Hilton; Canopy by Hilton; Tru by Hilton; Tapestry Collection by Hilton; Motto by Hilton; LXR Hotels & Resorts; Signia by Hilton; [added: Tempo by Hilton;] and, most recently, [removed: Tempo] [added: Spark] by Hilton.

- the impact of U.S. Federal government shutdowns and other similar governmental budgetary impasses or reductions;

In particular, the continued impact of COVID-19 and the related restrictions in China have limited demand in that market.

by hotel employees.

- increased operating costs including energy, insurance, food and beverage, supplies and other operating costs; and

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

If we lost the services of one or more senior

Climate change could adversely affect our business.

As an operator and franchisor of hotel properties in 123 countries, we are subject to the physical effects of climate change, including sea level rise, droughts and intensified storms and other weather events.

Damage to our hotels resulting from the physical effects of climate change could lower demand for travel to certain locales and affect the performance of certain of our hotels, which could in turn have a negative impact on our results of operations.

Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to ESG matters, that could expose us to numerous risks.

We are subject to the evolving rules and regulations with respect to ESG matters of a number of governmental and self-regulatory bodies and organizations, including the SEC, the New York Stock Exchange ("NYSE") and the Financial Accounting Standards Board, that could make compliance more difficult and uncertain.

In addition, regulators, guests, investors, employees and other stakeholders are increasingly focused on ESG matters and related disclosures.

These changing

rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention to comply with or meet those regulations and expectations.

Developing and acting on ESG initiatives and collecting, measuring and reporting ESG related information and metrics can be costly, difficult and time consuming.

Further, ESG related information is subject to evolving reporting standards, including the SEC's proposed climate-related reporting requirements.

Our ESG initiatives and goals could be difficult and expensive to implement, and we could be criticized for the accuracy, adequacy or completeness of our ESG disclosures.

Further, statements about our ESG related initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.

In addition, we could be criticized for the scope or nature of such initiatives or goals, or for revisions to these goals.

If our ESG-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to our ESG goals on a timely basis, or at all, our reputation and financial results could be adversely affected.

In December 2022, we amended the credit agreement that governs our senior secured credit facilities to reference the Secured Overnight Financing Rate ("SOFR") as the primary benchmark rate for our variable-rate indebtedness under this agreement in lieu of the London Interbank Offered Rate ("LIBOR").

SOFR is a relatively new reference rate with a limited history, and changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates.

As a result, the amount of interest we may pay on our variable-rate indebtedness may be difficult to predict.

If we are forced to refinance these

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

Risks Related to the COVID-19 Pandemic

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 fully or partially suspended 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 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 Organization, along with other governmental and health and safety authorities.

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 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 weak for periods of time, and we cannot predict if or when our hotels and resorts will return to pre-pandemic demand or pricing.

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.

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

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

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 if we have to implement further mitigation plans.

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,

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.

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

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

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

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

In addition, because of reduced travel demand, certain of our leased properties 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 may recognize, as we did in 2020, significant non-cash impairment charges in our results of operations.

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

The 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, 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.

Because the COVID-19 situation is unprecedented and continuously evolving, the other potential impacts to our other risk factors below are uncertain.

The hospitality industry is subject to seasonal and cyclical volatility, which may contribute to fluctuations in our results of operations and financial condition.

The hospitality industry is seasonal in nature.

The periods during which our properties experience higher revenues vary from property to property, depending principally upon their location, type of property and competitive mix within the specific location and may change with changes in overall availability of lodging and hospitality options within a local market.

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 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.

In addition, the hospitality industry is cyclical and demand generally follows the general economy on a lagged basis.

The seasonality and cyclicality of our industry may contribute to fluctuations in our results of operations and financial condition.

We may seek to expand through acquisitions of and investments in other businesses and properties, or through alliances, and we may also seek to divest some of our properties and other assets.

These acquisition and disposition activities may be unsuccessful or divert management’s attention.

We may consider strategic and complementary acquisitions of and investments in other hotel or hospitality brands, businesses, properties or other assets.

Furthermore, we may pursue these opportunities in alliance with existing or prospective owners of managed or franchised hotels.

In many cases, we could be competing for these opportunities with third parties that may have substantially greater financial resources than us.

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.

In addition, the success of any acquisition or investment also will depend, in part, on our ability to integrate the acquisition or investment with our existing operations.

If we divest properties or assets, such divestments may yield lower than expected returns or otherwise fail to achieve the benefits we expect.

Finally, any acquisitions, investments or dispositions could demand significant attention from management that would otherwise be available for business operations, which could harm our business.

If this

The Iran Threat Reduction and Syria Human Rights Act of 2012 ("ITRSHRA") amended the Exchange Act to require SEC-reporting companies to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by certain OFAC sanctions engaged in by the reporting company or any of its affiliates.

Under ITRSHRA, we are required to report if we or any of our "affiliates" knowingly engaged in certain specified activities during a period covered by one of our Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q.

We have engaged in, and may in the future engage in, activities that would require disclosure pursuant to Section 219 of ITRSHRA.

*For the discussion of the financial condition and results of operations for the year ended December 31, [removed: 2020] [added: 2021] compared to the year ended December 31, [removed: 2019,] [added: 2020,] refer to "Part II—Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations" in our* *[Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020](https://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568921000016/hlt-20201231.htm)*] [added: 2021](https://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568922000013/hlt-20211231.htm)*] *filed with the SEC on February [removed: 17, 2021,] [added: 16, 2022,] which is incorporated herein by reference.*

The COVID-19 pandemic [removed: has] significantly [removed: impacted] [added: affected] the global economy and strained the hospitality industry [removed: since the] beginning [removed: of] [added: in] 2020.

[removed: 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] [added: Although] all periods [added: included in our consolidated financial statements presented in this Form 10-K] were [removed: significantly] impacted by the [added: COVID-19] pandemic, none of these periods are considered comparable, and no periods affected by the pandemic are expected to be comparable to future periods.

Hilton is one of the largest hospitality companies in the world, with [removed: 6,837] [added: 7,165] properties comprising [removed: 1,074,791] [added: 1,127,430] rooms in [removed: 122] [added: 123] countries and territories as of December 31, [removed: 2021.][added: 2022.]

Our premier brand portfolio includes: our luxury hotel brands, Waldorf Astoria Hotels & Resorts, LXR Hotels & Resorts and Conrad Hotels & Resorts; our [removed: emerging] lifestyle hotel brands, Canopy by Hilton, [added: Curio Collection by Hilton, Tapestry Collection by Hilton,] Tempo by Hilton and Motto by Hilton; our full service hotel brands, Signia by Hilton, Hilton Hotels & [removed: Resorts, Curio Collection by Hilton, DoubleTree by Hilton] [added: Resorts] and [removed: Tapestry Collection] [added: DoubleTree] by Hilton; our focused service hotel brands, Hilton Garden Inn, Hampton by Hilton and Tru by Hilton; our all-suites hotel brands, Embassy Suites by Hilton, Homewood Suites by Hilton and Home2 Suites by Hilton; [added: our new premium economy brand, Spark by Hilton, launched in January 2023;] and our timeshare brand, Hilton Grand Vacations.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 128] [added: 152] million members in our award-winning guest loyalty program, Hilton Honors, a [removed: 13] [added: 19] percent increase from December 31, [removed: 2020.][added: 2021.]

Our operations consist of two reportable segments that are based on similar products [removed: or] [added: and] services: (i) management and [removed: franchise] [added: franchise;] and (ii) ownership.

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

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

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

Although the U.S., which represented [removed: 70] [added: 69] percent of our system-wide hotel rooms as of December 31, [removed: 2021,] [added: 2022,] is included in the 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: portfolio and] [added: hotel network, as well as of our] fee-based business.

As we enter into new management and franchise contracts, we expand our business with [removed: minimal] [added: limited] 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 IP.

[added: See further discussion on our cash management policy, as detailed in "—Liquidity and Capital Resources."] While these objectives have not changed as a result of the COVID-19 pandemic, the current economic environment has posed certain challenges to the execution of our [added: growth] strategy, which have included and may continue to include delays in openings and new development.

[removed: We] [added: In addition to our current hotel portfolio, we] are focused on the growth of our business by expanding our [removed: share of the] global [removed: hospitality industry] [added: hotel network] through our development pipeline, which [removed: includes] [added: represents] hotels that we expect to add to our system in the future.

| | | | As of or for the Year Ended December 31, [removed: 2021] [added: 2022] | | | | | | | | |

(2)Represents [added: room additions,] net [added: of rooms removed from our system, during the period, which contributed to net] unit growth for the year ended December 31, [removed: 2021] [added: 2022] of [removed: 5.6] [added: 4.7] percent.

(3)Hotels in our system [removed: are] [added: were] under development throughout [removed: 115] [added: 118] countries and territories, including [removed: 28] [added: 30] countries and territories where we [removed: do] [added: did] not currently have any existing hotels.

(4)In our development pipeline, as of December 31, [removed: 2021, 198,000] [added: 2022, 205,400] of the rooms were under construction and [removed: 249,600] [added: 243,500] of the rooms were located outside of the U.S. Nearly all of the rooms in our development pipeline [removed: are within] [added: will be in] our management and franchise segment.

Under our long-term franchise 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, [added: may also include] 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.

Consideration [added: provided] to incentivize hotel owners to enter into franchise contracts with us is amortized over the life of the applicable contract as a reduction to franchise and licensing fees.

Our non-hotel licensing [removed: agreements] [added: agreements, for which we receive licensing fees,] are predominantly with [removed: HGV and] strategic partners, including co-branded credit card [removed: providers.][added: providers, and HGV.]

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

Consideration [added: provided] 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.

As a result, occupancy affects all components of our owned and leased [removed: hotel] [added: hotels] revenues.

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

The direct reimbursements by [removed: property] [added: hotel] owners are [added: primarily] for payroll and related costs if the property employees are legally [removed: our responsibility,] [added: employed by us] and certain other operating costs of the managed [removed: and franchised] properties' operations.

We have no legal responsibility for the employees or the liabilities associated with operating franchised properties or certain of our managed [removed: properties.][added: properties, predominately those located outside of the U.S. Revenues and expenses for these direct reimbursements have no net effect on operating income (loss) or net income (loss).]

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

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 [removed: third-][added: third-party owners of hotels we manage that participate in the program, as well as co-branded credit card providers.]

Consumer demand for our products and [added: services, as well as the products and] services [added: of the third parties from which we earn licensing fees,] is closely linked to the performance of the general economy and is sensitive to business and personal discretionary spending levels.

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.][added: services; however, we have experienced significant recovery in demand during 2022.]

- *Contracts with third-party [added: hotel] owners and franchisees and relationships with developers*.

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

The success and sustainability of our management and franchise business depends on our ability to perform under our management and franchise contracts and maintain good relationships with third-party [added: hotel] owners and franchisees.

We believe that we [added: generally] have good relationships with our third-party [added: hotel] owners, franchisees and developers and are committed to the continued growth and development of these relationships.

- *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 2007 transaction whereby we became a wholly owned subsidiary of affiliates of Blackstone Inc. (the "Merger"), which primarily include values assigned to management [removed: and franchise] contracts, leases and our Hilton Honors guest loyalty program intangible asset; (ii) amortization of capitalized software costs; and (iii) depreciation and amortization of property and equipment, including our finance lease 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.

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

We have no legal responsibility for the employees or the liabilities associated with operating franchised properties or certain of our managed [removed: hotels.][added: hotels, predominately those located outside of the U.S. Other expenses from managed and franchised properties also includes expenses for the operation of our Hilton Honors guest loyalty program.]

Since the beginning of the pandemic, the pervasiveness and severity of travel restrictions and stay-at-home directives have varied by country and state; however, as of December 31, 2022, most of the countries we operate in had eased or completely lifted such restrictions.

While the pandemic negatively affected certain of our results for the years ended December 31, 2022 and 2021, we have experienced strong signs of recovery since early 2021, with comparable system-wide RevPAR in the third and fourth quarters of 2022 exceeding levels achieved in the same periods in 2019.

| Openings | | | 355 | | | | | | 58,200 | | |

| Net additions(2) | | | 308 | | | | | | 48,300 | | |

| Additions | | | 664 | | | | | | 89,900 | | |

| Count as of period end(4) | | | 2,821 | | | | | | 416,400 | | |

Terms of our management contracts vary, but our fees generally consist of a base fee, which is typically based on a percentage

franchise fee revenues.

For Adjusted EBITDA, we also exclude items such as: (i) FF&E replacement reserves for leased hotels to be consistent with the treatment of capital expenditures for property and equipment, where depreciation of such capitalized assets is reported within depreciation and

| Occupancy | | | 69.9 | | % | | | | 8.8 | | % | pts. | | |

| ADR | | | $ | 157.44 | | | | | 19.3 | | % | | | |

| RevPAR | | | $ | 110.09 | | | | | 36.5 | | % | | | |

| Occupancy | | | 63.8 | | % | | | | 20.6 | | % | pts. | | |

| ADR | | | $ | 138.55 | | | | | 28.5 | | % | | | |

| RevPAR | | | $ | 88.44 | | | | | 89.8 | | % | | | |

| Occupancy | | | 67.0 | | % | | | | 25.6 | | % | pts. | | |

| ADR | | | $ | 147.00 | | | | | 43.8 | | % | | | |

| RevPAR | | | $ | 98.51 | | | | | 132.5 | | % | | | |

| Occupancy | | | 66.6 | | % | | | | 14.6 | | % | pts. | | |

| ADR | | | $ | 154.57 | | | | | 21.7 | | % | | | |

| RevPAR | | | $ | 102.99 | | | | | 56.0 | | % | | | |

| Occupancy | | | 53.2 | | % | | | | 2.4 | | % | pts. | | |

| RevPAR | | | $ | 55.17 | | | | | 19.1 | | % | | | |

| Occupancy | | | 67.5 | | % | | | | 10.3 | | % | pts. | | |

| ADR | | | $ | 151.01 | | | | | 20.6 | | % | | | |

| RevPAR | | | $ | 101.90 | | | | | 42.5 | | % | | | |

We experienced significant improvement in our results during the year ended December 31, 2022 with the continued recovery of the travel and hospitality industry from the COVID-19 pandemic and the rebound of cross-border international travel.

On a regional basis, the Europe region had the most significant improvement when compared to 2021, with continental Europe leading the region with meaningful increases in both ADR and occupancy.

Further, despite the impact of the limited demand in China due to prolonged travel restrictions, the remainder of the APAC region demonstrated a strong recovery, particularly during the second half of the year.

Overall, leisure transient was the primary driver of improved performance during the year, but all customer segments, including business and group travel, contributed to our recovery.

On a system-wide basis, our recovery was particularly strong during the second half of 2022, driven by an upward trend in both ADR and occupancy.

The third quarter of 2022 was the first period since the beginning of the pandemic that system-wide RevPAR on a comparable and currency neutral basis exceeded system-wide RevPAR for the same period in 2019, and system-wide RevPAR for the fourth quarter of 2022 also exceeded the same period in 2019.

During the year ended December 31, 2022 as compared to 2019, RevPAR was down 1.3 percent due to a decrease in occupancy of 6.2 percentage points, partially offset by an increase in ADR of 7.8 percent.

All regions showed improvement in ADR during the year ended December 31, 2022 when compared to 2019, with the exception of Asia Pacific, primarily as a result of limitations on travel in China.

| | | | 2022 | | | | | | 2021 | | |

(1)Amount for the year ended December 31, 2022 was less than $1 million and includes net losses (gains) related to certain of Hilton's investments in unconsolidated affiliates.

Amount for the year ended December 31, 2021 includes costs recognized for certain legal settlements.

All periods include severance and other items.

During the year ended December 31, 2022, revenue recognized from fees increased primarily as a result of improved demand for travel and tourism, including the ability and desire of our customers to travel, due to the ongoing recovery that began in early 2021 from the negative impacts of the COVID-19 pandemic.

Accordingly, on a comparable basis, franchise and management fees increased as a result of increases in RevPAR of 34.8 percent and 69.0 percent at our comparable franchised and managed properties, respectively.

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.

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.

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

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

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

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

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

____________

Brexit

In June 2016, the U.K. held a referendum in which voters approved an exit from the E.U. (commonly referred to as "Brexit").

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

While the EU-UK Trade and Cooperation Agreement provides clarity in respect of the intended future relationship between the U.K. and the E.U. and some detailed matters of trade and cooperation, it remains unclear what general long-term economic, financial,

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

While our results as of and for the year ended December 31, 2021 were not materially affected by Brexit specifically, we will continue to monitor the potential impact of Brexit on our business in future periods.

Revenues and expenses for these direct reimbursements have no net effect on operating income (loss) or net income (loss).

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.

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

| 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 | | % | | | |

| Occupancy | | | 50.5 | | % | | | | 6.0 | | % | pts. | | |

| ADR | | | $ | 101.08 | | | | | 4.0 | | % | | | |

| RevPAR | | | $ | 51.06 | | | | | 18.1 | | % | | | |

| Occupancy | | | 57.2 | | % | | | | 16.9 | | % | pts. | | |

| ADR | | | $ | 128.82 | | | | | 12.9 | | % | | | |

We are exposed to interest rate risk on our variable-rate [removed: debt.][added: indebtedness.]

We use [added: an] interest rate [removed: swaps] [added: swap] in order to maintain [added: what we believe to be] an appropriate level of exposure to interest rate variability.

As of December 31, [removed: 2021,] [added: 2022,] we held [added: an] interest rate [removed: swaps] [added: swap] for a portion of the Term [removed: Loan] [added: Loan, for which we executed an amendment concurrent with the amendment for our Term Loan,] through which we receive one-month [removed: LIBOR] [added: term SOFR] and pay a fixed rate.

The following table sets forth the current carrying [removed: value] [added: values] of our contractual maturities, total fair values and interest rates as of December 31, [removed: 2021] [added: 2022] for our financial instruments that are materially affected by interest rate risk, including long-term debt and our [removed: active] interest rate swap:

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | Thereafter | | | | | | Carrying Value | | | | | | Fair Value | | |

| Long-term [removed: debt:] [added: debt(1):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Weighted average fixed interest [removed: rate(3)] [added: rate(2)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4.37 | | % | | | | | | |

| Variable-rate long-term [removed: debt(2)(4)] [added: debt] | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: —] [added: 2,619] | | | | | $ | [removed: 2,602] [added: —] | | | | | $ | — | | | | | $ | [removed: 2,602] [added: 2,619] | | | | | $ | [removed: 2,599] [added: 2,616] | |

| [removed: Weighted average variable] [added: Variable] interest [removed: rate(3)] [added: rate(2)(3)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1.85] [added: 6.17] | | % | | | | | | |

| Interest rate [removed: swap(5):] [added: swap(4):] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Variable to fixed | | | $ | [removed: 1,600] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: —] [added: 1,600] | | | | | $ | — | | | | | $ | — | | | | | $ | 1,600 | | | | | $ | [removed: 7] [added: 108] | |

| Variable interest rate [removed: receivable] [added: receivable(3)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 0.10] [added: 4.32] | | % | | | | | | |

| Fixed interest rate payable | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1.98] [added: 1.76] | | % | | | | | | |

[removed: (3)The] [added: (2)The] fixed interest rate is the weighted average of actual rates, and the variable interest rate is [removed: the weighted average using] [added: based on] the market rate prevailing as of December 31, [removed: 2021.][added: 2022.]

[removed: (5)The] [added: (4)The] carrying value reflects the notional [removed: amount,] [added: amount] and the variable interest rate receivable is based on the market rate prevailing as of December 31, [removed: 2021.][added: 2022.]

We measure our derivative instruments at fair value and, as of December 31, [removed: 2021, this] [added: 2022, our] interest rate swap was in [removed: a liability] [added: an asset] position.

Refer to Note [removed: 11:] [added: 10:] "Fair Value Measurements" in our consolidated financial statements for additional information on the fair value measurements of our long-term debt and interest rate [removed: swaps.][added: swap.]

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

[removed: We also have exposure from our international financial assets and liabilities, including certain 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: 2021,] [added: 2022,] our largest net exposures were to [removed: AUD] [added: GBP] and EUR.

Our primary sensitivity in 2022 was to changes in one-month LIBOR, as the interest rate on our Term Loan, which represents the majority of our variable-rate indebtedness, was based on this benchmark rate until we amended the credit agreement that governs our Term Loan in December 2022 to adjust our LIBOR-based variable rate to a SOFR-based variable rate.

We elected to designate this interest rate swap as a cash flow hedge for accounting purposes and applied the practical expedient as prescribed in ASU No. 2020-04, *Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting* that allowed us to maintain hedge accounting with the transition to SOFR.

| Fixed-rate long-term debt | | | $ | — | | | | | $ | — | | | | | $ | 500 | | | | | $ | — | | | | | $ | 600 | | | | | $ | 4,900 | | | | | $ | 6,000 | | | | | $ | 5,292 | |

(1)The carrying values exclude the deduction for unamortized deferred financing costs and any applicable discounts, as well as all finance lease liabilities and other debt of consolidated VIEs totaling $164 million and $37 million, respectively, as of December 31, 2022.

(3)The variable interest rate receivable on the interest rate swap does not include fixed components of the overall variable interest rate, including applicable spreads.

We also have exposure from our international financial assets and liabilities, including certain intercompany financing arrangements

Our primary sensitivity is to changes in one-month LIBOR, as the interest rate on the majority of our variable-rate debt is based on this 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.

We elected to designate these interest rate swaps as cash flow hedges for accounting purposes.

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

(1)Excludes finance lease liabilities with carrying values totaling $208 million and other debt of consolidated VIEs with carrying values totaling $22 million as of December 31, 2021.

(2)Carrying value includes unamortized deferred financing costs and discount.

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

Information excludes an interest rate swap with a notional amount of $1.6 billion, which swaps one-month LIBOR on a portion of the Term Loan to a fixed rate of 1.83 percent, with a term from March 2022 to March 2026, that had a liability fair value of $34 million as of December 31, 2021.

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

Hilton is one of the largest hospitality companies in the world, with [removed: 6,837] [added: 7,165] properties comprising [removed: 1,074,791] [added: 1,127,430] rooms in [removed: 122] [added: 123] countries and territories as of December 31, [removed: 2021.][added: 2022.]

Founded in 1919, Hilton has been an innovator in the industry for more than 100 years, driven by the vision of founder Conrad Hilton, "to fill the earth with the light and warmth of hospitality." Our premier brand portfolio includes: our luxury hotel brands, Waldorf Astoria Hotels & Resorts, LXR Hotels & Resorts and Conrad Hotels & Resorts; our [removed: emerging] lifestyle hotel brands, Canopy by Hilton, [added: Curio Collection by Hilton, Tapestry Collection by Hilton,] Tempo by Hilton and Motto by Hilton; our full service hotel brands, Signia by Hilton, Hilton Hotels & [removed: Resorts, Curio Collection by Hilton, DoubleTree by Hilton] [added: Resorts] and [removed: Tapestry Collection] [added: DoubleTree] by Hilton; our focused service hotel brands, Hilton Garden Inn, Hampton by Hilton and Tru by Hilton; our all-suites hotel brands, Embassy Suites by Hilton, Homewood Suites by Hilton and Home2 Suites by Hilton; [added: our new premium economy brand, Spark by Hilton, launched in January 2023;] and our timeshare brand, Hilton Grand Vacations.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: 128] [added: 152] million members in our award-winning guest loyalty program, Hilton Honors, a [removed: 13] [added: 19] percent increase from December 31, [removed: 2020;] [added: 2021;] refer to "—Our Brand Portfolio" and "—Our Guest Loyalty Program" below for additional information on our brands, including Hilton Honors.

The COVID-19 pandemic [removed: has] significantly [removed: impacted] [added: affected] the global economy and strained the hospitality industry [removed: since the] beginning [removed: of] [added: in] 2020.

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

[removed: The management and franchise] [added: Revenues from this] segment [removed: generates its revenue from:] [added: include:] (i) management and franchise fees charged to third-party hotel owners; (ii) licensing fees from [removed: HGV's 60 resorts, consisting of 9,378 rooms, as well as] [added: our] strategic [removed: partnerships,] [added: partners,] including co-branded credit card [removed: arrangements,] [added: providers, and HGV] for the right to use our IP; and (iii) fees for managing hotels in our ownership segment.

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

In addition to our current hotel portfolio, we are focused on the growth of our business by expanding our [removed: share of the] global [removed: hospitality industry] [added: hotel network] through our development [removed: pipeline.][added: pipeline, which represents hotels that we expect to add to our system in the future.]

| | | | As of or for the Year Ended December 31, [removed: 2021] [added: 2022] | | | | | | | | |

(2)Represents [added: room additions,] net [added: of rooms removed from our system, during the period, which contributed to net] unit growth for the year ended December 31, [removed: 2021] [added: 2022] of [removed: 5.6] [added: 4.7] percent.

(3)Hotels in our system [removed: are] [added: were] under development throughout [removed: 115] [added: 118] countries and territories, including [removed: 28] [added: 30] countries and territories where we [removed: do] [added: did] not currently have any existing hotels.

(4)In our development pipeline, as of December 31, [removed: 2021, 198,000] [added: 2022, 205,400] of the rooms were under construction and [removed: 249,600] [added: 243,500] of the rooms were located outside of the U.S. Nearly all of the rooms in our development pipeline [removed: are within] [added: will be in] our management and franchise segment.

[removed: Despite the challenges associated with the COVID-19 pandemic,] [added: Overall,] we [removed: maintain the belief] [added: believe] that our experience in the hospitality industry, which spans more than a century of customer service and entrepreneurship, and continues to evolve [removed: for] [added: to meet] 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.

Strong results at our existing properties will encourage further development of additional hotels under our brands and conversions of existing hotels to our brands with both [removed: existing] [added: (i) owners who currently have properties in our system] and [added: (ii)] new [removed: hotel owners,] [added: owners who sign management or franchise contracts with us in the future,] which further supports our growth and future financial performance.

| [removed: ] [added: ] | | | | | | Luxury | | | | | | [removed: 15] [added: 17] | | | | | | [removed: 31] [added: 34] | | | | | | [removed: 8,640] [added: 9,401] | | | | | | 0.8% | | | | | | Four Seasons, Mandarin Oriental, Peninsula, Ritz Carlton, Rosewood Hotels & Resorts, St. Regis | | |

| [removed: ] [added: ] | | | | | | Luxury | | | | | | [removed: 7] [added: 8] | | | | | | [removed: 9] [added: 11] | | | | | | [removed: 1,274] [added: 1,412] | | | | | | 0.1% | | | | | | Leading Hotels of the World, Legend Preferred Hotels & Resorts, Small Luxury Hotels of The World, The Luxury Collection | | |

| [removed: ] [added: ] | | | | | | Luxury | | | | | | [removed: 21] [added: 23] | | | | | | [removed: 42] [added: 45] | | | | | | [removed: 15,085] [added: 16,210] | | | | | | [removed: 1.4%] [added: 1.5%] | | | | | | Fairmont, Intercontinental, JW Marriott, Park Hyatt, Sofitel | | |

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | 10 | | | | | | [removed: 35] [added: 38] | | | | | | [removed: 6,034] [added: 6,616] | | | | | | 0.6% | | | | | | 25hours Hotels, Hyatt Centric, [removed: Joie de Vivre,] Kimpton, Le Meridien, [removed: Renaissance] [added: Thompson Hotels] | | |

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | 1 | | | | | | [removed: 1] [added: 2] | | | | | | [removed: 1,009] [added: 1,814] | | | | | | [removed: 0.1%] [added: 0.2%] | | | | | | Grand Hyatt, JW Marriott | | |

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | 94 | | | | | | [removed: 598] [added: 604] | | | | | | [removed: 221,782] [added: 224,370] | | | | | | [removed: 20.6%] [added: 19.9%] | | | | | | [removed: Hyatt,] Hyatt Regency, Marriott, Omni, [removed: Sheraton] [added: Sheraton, Westin] | | |

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | [removed: 28] [added: 34] | | | | | | [removed: 116] [added: 138] | | | | | | [removed: 23,205] [added: 26,667] | | | | | | [removed: 2.2%] [added: 2.4%] | | | | | | Autograph Collection, Design Hotels, Destination Hotels, The Unbound Collection | | |

| [removed: ] [added: ] | | | | | | Upscale | | | | | | [removed: 50] [added: 51] | | | | | | [removed: 635] [added: 660] | | | | | | [removed: 144,901] [added: 150,157] | | | | | | [removed: 13.5%] [added: 13.3%] | | | | | | Courtyard by Marriott, Crowne Plaza, Delta, Holiday Inn, Radisson, Sheraton, Wyndham | | |

| [removed: ] [added: ] | | | | | | Upscale | | | | | | [removed: 9] [added: 13] | | | | | | [removed: 73] [added: 95] | | | | | | [removed: 8,638] [added: 11,111] | | | | | | [removed: 0.8%] [added: 1.0%] | | | | | | Joie de Vivre, Tribute Portfolio | | |

| [removed: ] [added: ] | | | | | | Upper Upscale | | | | | | [removed: 5] [added: 6] | | | | | | [removed: 258] [added: 263] | | | | | | [removed: 59,651] [added: 60,928] | | | | | | [removed: 5.6%] [added: 5.4%] | | | | | | Hyatt Regency, Marriott, Sheraton, Westin | | |

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

| [removed: ] [added: ] | | | | | | Upper Midscale | | | | | | [removed: 1] [added: 3] | | | | | | [removed: 3] [added: 5] | | | | | | [removed: 871] [added: 1,094] | | | | | | 0.1% | | | | | | CitizenM, Freehand, Generator, Hoxton, Moxy, tommie, Yotel | | |

| [removed: ] [added: ] | | | | | | Upscale | | | | | | [removed: 55] [added: 57] | | | | | | [removed: 940] [added: 971] | | | | | | [removed: 137,867] [added: 143,342] | | | | | | [removed: 12.8%] [added: 12.7%] | | | | | | Aloft, Courtyard by Marriott, Four Points, Holiday Inn, Hyatt Place | | |

| [removed: ] [added: ] | | | | | | Upper Midscale | | | | | | [removed: 33] [added: 36] | | | | | | [removed: 2,765] [added: 2,863] | | | | | | [removed: 297,830] [added: 312,043] | | | | | | 27.7% | | | | | | Comfort Suites, Courtyard by Marriott, Fairfield Inn, Holiday Inn Express, Springhill Suites | | |

| [removed: ] [added: ] | | | | | | Midscale | | | | | | [removed: 2] [added: 4] | | | | | | [removed: 214] [added: 235] | | | | | | [removed: 20,843] [added: 23,022] | | | | | | [removed: 1.9%] [added: 2.0%] | | | | | | Avid, Best Western, Comfort Inn & Suites, La Quinta, Quality Inn, Sleep Inn, Wingate by Wyndham | | |

| [removed: ] [added: ] | | | | | | Upscale | | | | | | 4 | | | | | | [removed: 526] [added: 535] | | | | | | [removed: 60,085] [added: 61,289] | | | | | | [removed: 5.6%] [added: 5.4%] | | | | | | Element, Hyatt House, Residence Inn, Staybridge Suites | | |

| [removed: ] [added: ] | | | | | | Upper Midscale | | | | | | 3 | | | | | | [removed: 523] [added: 576] | | | | | | [removed: 54,834] [added: 61,352] | | | | | | [removed: 5.1%] [added: 5.4%] | | | | | | Candlewood Suites, Comfort Suites, TownePlace Suites | | |

| [removed: ] [added: ] | | | | | | Timeshare(2) | | | | | | [removed: 6] [added: 8] | | | | | | [removed: 60] [added: 80] | | | | | | [removed: 9,378] [added: 13,703] | | | | | | [removed: 0.9%] [added: 1.2%] | | | | | | Bluegreen Vacations, Disney Vacation Club, Holiday Inn Club Vacations, Marriott Vacations Worldwide, Travel & Leisure Co. | | |

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

Each Waldorf Astoria property provides a unique sense of place with a relentless commitment to [removed: personal service] [added: personalized service, sophisticated accommodations, once-in-a-lifetime experiences] and culinary expertise, enabling guests to create [removed: truly] unforgettable moments.

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

*LXR Hotels & Resorts:* Found in [removed: 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.

[added: *Conrad Hotels & Resorts*: Spanning five continents,] Conrad [added: Hotels & Resorts] has created a seamless connection between [removed: contemporary] [added: bold] design, [removed: leading innovation] [added: impactful experiences] and curated [added: contemporary] art to inspire the [removed: entrepreneurial spirit of the globally connected] [added: conscientious] traveler.

*Signia by Hilton:* Signia by Hilton is a [removed: 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.

With hotels on six continents, Hilton Hotels & Resorts properties are located in [removed: the world’s most] sought-after destinations and offer exceptional travel experiences to every guest.

Hilton Hotels & Resorts are full service properties that [removed: offer] [added: feature] advanced meeting and event spaces and services; [removed: trend-forward restaurants, lobby bars] [added: award-winning restaurants;] and [removed: grab-and-go options;] mindful fitness/wellness [removed: facilities; and other services.][added: facilities.]

Since the beginning of the pandemic, the pervasiveness and severity of travel restrictions and stay-at-home directives have varied by country and state; however, as of December 31, 2022, most of the countries we operate in had eased or completely lifted such restrictions.

While the pandemic negatively affected certain of our results for the years ended December 31, 2022 and 2021, we have experienced strong signs of recovery since early 2021, with comparable system-wide RevPAR in the third and fourth quarters of 2022 exceeding levels achieved in the same periods in 2019.

Although all periods included in

our consolidated financial statements presented in this Form 10-K were impacted by the COVID-19 pandemic, none of these periods are considered comparable, and no periods affected by the pandemic are expected to be comparable to future periods.

The following table summarizes our development activity:

| Openings | | | 355 | | | | | | 58,200 | | |

| Net additions(2) | | | 308 | | | | | | 48,300 | | |

| Additions | | | 664 | | | | | | 89,900 | | |

| Count as of period end(4) | | | 2,821 | | | | | | 416,400 | | |

| | | | | | | | | | | | | December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

(1)The table above excludes 10 unbranded properties with 2,899 rooms, representing approximately 0.3 percent of total rooms, as well as our new premium economy brand, Spark by Hilton, which launched in January 2023.

Also, the selected competitors exclude lesser-known regional competitors.

Each hotel in the collection features its own pedigree, story and character that is steeped in the originality of its locale and provides a luxurious base of exploration for the intrigued, yet discerning, adventurer.

Conrad is a place where guests are empowered to explore through intuitive service and experiences that authentically connect them with local culture.

In addition, the brand also features an expanding residential portfolio combining sophisticated design, best-in-class amenities and purposeful service in inspiring destinations.

*Canopy by Hilton:* Canopy by Hilton is a vibrant boutique lifestyle brand, providing guests a place in the neighborhood to relax and recharge with simple, guest-directed service, comfortable spaces, an energizing atmosphere and thoughtful local choices.

Each hotel is designed as a natural extension of its neighborhood and delivers a fresh approach to hospitality and the guest experience.

Whether traveling for business or leisure, every guest is welcomed with the signature, warm DoubleTree chocolate chip cookie at check in, a hallmark of the brand's hospitable service.

While each property is unique, every Tapestry Collection property is united by the reliability that comes with the Hilton name, in addition to the benefits of the award-winning Hilton Honors program.

*Tempo by Hilton:* Tempo by Hilton is a stylish and contemporary lifestyle hotel brand with more than 20 properties under development.

Thoughtfully designed and uplifting, Tempo by Hilton is dedicated to exceeding the expectations of the

ambitious, modern traveler by offering accommodations and public spaces to help guests relax and recharge, including an open lobby concept with dedicated spaces to lounge, work and dine, as well as premium culinary options, such as a casual breakfast cafe and an inviting coffee experience.

*Motto by Hilton*: Motto by Hilton is an urban, lifestyle hotel brand designed to help guests live like a local in prime locations globally.

*Spark by Hilton:* The newest addition to the Hilton portfolio, Spark by Hilton is a premium economy hotel brand at the intersection of value and consistency.

Spark by Hilton provides a reliable and comfortable stay with friendly service for every guest, all at an accessible price.

Offering simple design with splashes of color and cheer, Spark by Hilton hotels provide a welcoming sense of arrival with colorful exterior statement walls and inspiring artwork.

The public spaces provide multi-functional seating, from communal tables to rocking chairs, and guest rooms are comfortable and relaxing with simple, streamlined furniture.

Travelers can enjoy complimentary breakfast with premium coffee and a signature bagel bar.

| U.S. | | | — | | | | | | — | | | | | | 12 | | | | | | 4,489 | | | | | | — | | | | | | — | | | | | | 12 | | | | | | 4,489 | | |

| U.S. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 522 | | | | | | 3 | | | | | | 522 | | |

| Europe | | | — | | | | | | — | | | | | | 1 | | | | | | 70 | | | | | | 1 | | | | | | 307 | | | | | | 2 | | | | | | 377 | | |

| U.S. | | | — | | | | | | — | | | | | | 6 | | | | | | 2,227 | | | | | | 2 | | | | | | 1,730 | | | | | | 8 | | | | | | 3,957 | | |

| U.S. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26 | | | | | | 4,490 | | | | | | 26 | | | | | | 4,490 | | |

| U.S. | | | — | | | | | | — | | | | | | 2 | | | | | | 1,814 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | 1,814 | | |

| U.S. | | | — | | | | | | — | | | | | | 60 | | | | | | 44,578 | | | | | | 186 | | | | | | 58,188 | | | | | | 246 | | | | | | 102,766 | | |

| Europe | | | 38 | | | | | | 11,262 | | | | | | 46 | | | | | | 15,580 | | | | | | 43 | | | | | | 11,280 | | | | | | 127 | | | | | | 38,122 | | |

| Middle East and Africa | | | 4 | | | | | | 1,705 | | | | | | 39 | | | | | | 13,668 | | | | | | 4 | | | | | | 1,738 | | | | | | 47 | | | | | | 17,111 | | |

| Asia Pacific | | | 5 | | | | | | 2,999 | | | | | | 115 | | | | | | 40,610 | | | | | | 9 | | | | | | 3,557 | | | | | | 129 | | | | | | 47,166 | | |

| U.S. | | | — | | | | | | — | | | | | | 10 | | | | | | 4,000 | | | | | | 64 | | | | | | 14,003 | | | | | | 74 | | | | | | 18,003 | | |

| Americas (excluding U.S.) | | | — | | | | | | — | | | | | | 2 | | | | | | 99 | | | | | | 17 | | | | | | 2,196 | | | | | | 19 | | | | | | 2,295 | | |

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.

This resulted in the complete and partial suspensions of hotel operations in many areas where our hotels are located throughout 2020 and during parts of 2021.

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.

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:

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

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

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

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

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

(1)The table above excludes 8 unbranded properties with 2,864 rooms, representing approximately 0.2 percent of total rooms, and the selected competitors exclude lesser-known regional competitors.

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

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 Hotels & Resorts*: Conrad is a global luxury brand offering guests service and style on their own terms—all while connecting with the local and global culture.

Properties feature convenient and relaxing wellness facilities; innovative bars and restaurants; intuitive room service; multi-purpose meeting and business facilities; and special event and concierge services.

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

*Canopy by Hilton:* Canopy by Hilton is an energizing lifestyle hotel in neighborhood settings.

Our guests are explorers who seek uncomplicated comfort, thoughtful details, an energizing atmosphere and a uniquely local experience.

Each property is designed as a natural extension of its neighborhood, with local design, food and drink and culture delivering an authentic neighborhood experience with a boutique hotel feel.

For more than 50 years, DoubleTree is the unpretentious brand that indulges you with a double dose of comfortable, including welcoming guests with its signature, warm DoubleTree cookie.

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

*Tempo by Hilton:* Tempo by Hilton is a new, approachable lifestyle hotel brand dedicated to exceeding the expectations of an emerging, and discerning, class of traveler: the modern achiever.

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

As of December 31, 2021, Tempo by Hilton had 12 hotels in the pipeline.

*Motto by Hilton*: Motto by Hilton is a micro-hotel with an urban vibe in prime global locations.

As of December 31, 2021, Motto by Hilton had 15 hotels in the pipeline.

The program generates significant repeat business by rewarding guests

| U.S. | | | — | | | | | | — | | | | | | 12 | | | | | | 4,535 | | | | | | — | | | | | | — | | | | | | 12 | | | | | | 4,535 | | |

| U.S. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 426 | | | | | | 3 | | | | | | 426 | | |

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

| U.S. | | | — | | | | | | — | | | | | | 6 | | | | | | 2,211 | | | | | | 1 | | | | | | 1,496 | | | | | | 7 | | | | | | 3,707 | | |

| U.S. | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23 | | | | | | 3,908 | | | | | | 23 | | | | | | 3,908 | | |

| U.S. | | | — | | | | | | — | | | | | | 1 | | | | | | 1,009 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 1,009 | | |

| U.S. | | | — | | | | | | — | | | | | | 59 | | | | | | 44,137 | | | | | | 187 | | | | | | 59,017 | | | | | | 246 | | | | | | 103,154 | | |

| Europe | | | 39 | | | | | | 11,514 | | | | | | 45 | | | | | | 15,388 | | | | | | 43 | | | | | | 11,268 | | | | | | 127 | | | | | | 38,170 | | |

| Asia Pacific | | | 5 | | | | | | 2,999 | | | | | | 113 | | | | | | 39,481 | | | | | | 7 | | | | | | 2,849 | | | | | | 125 | | | | | | 45,329 | | |

| U.S. | | | — | | | | | | — | | | | | | 7 | | | | | | 3,272 | | | | | | 59 | | | | | | 12,578 | | | | | | 66 | | | | | | 15,850 | | |

| U.S. | | | — | | | | | | — | | | | | | 34 | | | | | | 11,450 | | | | | | 339 | | | | | | 76,905 | | | | | | 373 | | | | | | 88,355 | | |

For the fiscal year ended December 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021,] [added: 2022,] 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: $32,816] [added: $30,145] 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: 9, 2022] [added: 3, 2023] was [removed: 279,139,082.][added: 266,450,664.]

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: 2022] [added: 2023] 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: 2021][added: 2022]

| | | | [Forward-Looking [removed: Statements](#i272050030d6b436bb1abb463f9e4500e_10)] [added: Statements](#idfd173f54ba24709961323f33747f704_10)] | | | [removed: [2](#i272050030d6b436bb1abb463f9e4500e_10)] [added: [2](#idfd173f54ba24709961323f33747f704_10)] | | |

| | | | [Summary of Risk [removed: Factors](#i272050030d6b436bb1abb463f9e4500e_13)] [added: Factors](#idfd173f54ba24709961323f33747f704_13)] | | | [removed: [2](#i272050030d6b436bb1abb463f9e4500e_13)] [added: [2](#idfd173f54ba24709961323f33747f704_13)] | | |

| | | | [Terms Used and Basis of Presentation in this Annual Report on Form [removed: 10-K](#i272050030d6b436bb1abb463f9e4500e_16) [](#i272050030d6b436bb1abb463f9e4500e_16)and] [added: 10-K](#idfd173f54ba24709961323f33747f704_16) and] Social Media | | | [removed: [3](#i272050030d6b436bb1abb463f9e4500e_16)] [added: [3](#idfd173f54ba24709961323f33747f704_16)] | | |

| Item 1. | | | [removed: [Business](#i272050030d6b436bb1abb463f9e4500e_19)] [added: [Business](#idfd173f54ba24709961323f33747f704_19)] | | | [removed: [3](#i272050030d6b436bb1abb463f9e4500e_19)] [added: [3](#idfd173f54ba24709961323f33747f704_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i272050030d6b436bb1abb463f9e4500e_22)] [added: Factors](#idfd173f54ba24709961323f33747f704_22)] | | | [removed: [21](#i272050030d6b436bb1abb463f9e4500e_22)] [added: [21](#idfd173f54ba24709961323f33747f704_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i272050030d6b436bb1abb463f9e4500e_25)] [added: Comments](#idfd173f54ba24709961323f33747f704_25)] | | | [removed: [40](#i272050030d6b436bb1abb463f9e4500e_25)] [added: [40](#idfd173f54ba24709961323f33747f704_25)] | | |

| Item 2. | | | [removed: [Properties](#i272050030d6b436bb1abb463f9e4500e_28)] [added: [Properties](#idfd173f54ba24709961323f33747f704_28)] | | | [removed: [41](#i272050030d6b436bb1abb463f9e4500e_28)] [added: [41](#idfd173f54ba24709961323f33747f704_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i272050030d6b436bb1abb463f9e4500e_31)] [added: Proceedings](#idfd173f54ba24709961323f33747f704_31)] | | | [removed: [42](#i272050030d6b436bb1abb463f9e4500e_31)] [added: [42](#idfd173f54ba24709961323f33747f704_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i272050030d6b436bb1abb463f9e4500e_34)] [added: Disclosures](#idfd173f54ba24709961323f33747f704_34)] | | | [removed: [43](#i272050030d6b436bb1abb463f9e4500e_34)] [added: [42](#idfd173f54ba24709961323f33747f704_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases [removed: of](#i272050030d6b436bb1abb463f9e4500e_37)] [added: of](#idfd173f54ba24709961323f33747f704_37)] | | | | | |

| | | | [Equity [removed: Securities](#i272050030d6b436bb1abb463f9e4500e_37)] [added: Securities](#idfd173f54ba24709961323f33747f704_37)] | | | [removed: [44](#i272050030d6b436bb1abb463f9e4500e_37)] [added: [43](#idfd173f54ba24709961323f33747f704_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i272050030d6b436bb1abb463f9e4500e_40)] [added: [\[Reserved\]](#idfd173f54ba24709961323f33747f704_40)] | | | [removed: [45](#i272050030d6b436bb1abb463f9e4500e_40)] [added: [44](#idfd173f54ba24709961323f33747f704_40)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i272050030d6b436bb1abb463f9e4500e_43)] [added: Operations](#idfd173f54ba24709961323f33747f704_43)] | | | [removed: [46](#i272050030d6b436bb1abb463f9e4500e_43)] [added: [45](#idfd173f54ba24709961323f33747f704_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i272050030d6b436bb1abb463f9e4500e_82)] [added: Risk](#idfd173f54ba24709961323f33747f704_79)] | | | [removed: [65](#i272050030d6b436bb1abb463f9e4500e_82)] [added: [62](#idfd173f54ba24709961323f33747f704_79)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i272050030d6b436bb1abb463f9e4500e_85)] [added: Data](#idfd173f54ba24709961323f33747f704_82)] | | | [removed: [67](#i272050030d6b436bb1abb463f9e4500e_85)] [added: [64](#idfd173f54ba24709961323f33747f704_82)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i272050030d6b436bb1abb463f9e4500e_181)] [added: Disclosure](#idfd173f54ba24709961323f33747f704_169)] | | | [removed: [111](#i272050030d6b436bb1abb463f9e4500e_181)] [added: [107](#idfd173f54ba24709961323f33747f704_169)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i272050030d6b436bb1abb463f9e4500e_184)] [added: Procedures](#idfd173f54ba24709961323f33747f704_172)] | | | [removed: [111](#i272050030d6b436bb1abb463f9e4500e_184)] [added: [107](#idfd173f54ba24709961323f33747f704_172)] | | |

| Item 9B. | | | [Other [removed: Information](#i272050030d6b436bb1abb463f9e4500e_187)] [added: Information](#idfd173f54ba24709961323f33747f704_175)] | | | [removed: [111](#i272050030d6b436bb1abb463f9e4500e_187)] [added: [107](#idfd173f54ba24709961323f33747f704_175)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i272050030d6b436bb1abb463f9e4500e_1597)] [added: Inspections](#idfd173f54ba24709961323f33747f704_178)] | | | [removed: [111](#i272050030d6b436bb1abb463f9e4500e_1597)] [added: [107](#idfd173f54ba24709961323f33747f704_178)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i272050030d6b436bb1abb463f9e4500e_190)] [added: Governance](#idfd173f54ba24709961323f33747f704_181)] | | | [removed: [112](#i272050030d6b436bb1abb463f9e4500e_190)] [added: [108](#idfd173f54ba24709961323f33747f704_181)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i272050030d6b436bb1abb463f9e4500e_193)] [added: Compensation](#idfd173f54ba24709961323f33747f704_184)] | | | [removed: [112](#i272050030d6b436bb1abb463f9e4500e_193)] [added: [108](#idfd173f54ba24709961323f33747f704_184)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder](#i272050030d6b436bb1abb463f9e4500e_196)] [added: Stockholder](#idfd173f54ba24709961323f33747f704_187)] | | | | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i272050030d6b436bb1abb463f9e4500e_199)] [added: Independence](#idfd173f54ba24709961323f33747f704_190)] | | | [removed: [112](#i272050030d6b436bb1abb463f9e4500e_199)] [added: [108](#idfd173f54ba24709961323f33747f704_190)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i272050030d6b436bb1abb463f9e4500e_202)] [added: Services](#idfd173f54ba24709961323f33747f704_193)] | | | [removed: [112](#i272050030d6b436bb1abb463f9e4500e_202)] [added: [108](#idfd173f54ba24709961323f33747f704_193)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i272050030d6b436bb1abb463f9e4500e_205)] [added: Schedules](#idfd173f54ba24709961323f33747f704_196)] | | | [removed: [112](#i272050030d6b436bb1abb463f9e4500e_205)] [added: [108](#idfd173f54ba24709961323f33747f704_196)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i272050030d6b436bb1abb463f9e4500e_208)] [added: Summary](#idfd173f54ba24709961323f33747f704_199)] | | | [removed: [117](#i272050030d6b436bb1abb463f9e4500e_208)] [added: [114](#idfd173f54ba24709961323f33747f704_199)] | | |

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

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

- The [removed: ongoing global] COVID-19 pandemic [removed: has] negatively affected [removed: and will continue to negatively affect] our business, financial condition and results of [removed: operations;][added: operations and COVID-19 or other outbreaks of contagious diseases or other adverse public health developments may negatively affect future results;]

- 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; [removed: and]

- Our substantial indebtedness and other contractual obligations could adversely affect our financial condition, our ability to raise additional capital to fund our operations, our ability to operate our business, our ability to react to changes in the economy or our industry and our ability to pay our debts, and could [added: require us to] divert our cash [removed: flow] [added: flows] from operations [removed: for] [added: to make required] debt [added: or interest] payments.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| PART III | | | | | | [108](#idfd173f54ba24709961323f33747f704_181) | | |

| | | | [Matters](#idfd173f54ba24709961323f33747f704_187) | | | [108](#idfd173f54ba24709961323f33747f704_187) | | |

| | | | [Signatures](#idfd173f54ba24709961323f33747f704_202) | | | [115](#idfd173f54ba24709961323f33747f704_202) | | |

- Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social and governance ("ESG") matters, that could expose us to numerous risks; and

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

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

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

| Property | | | | | | Location | | | | | | [added: Ownership Percentage | | | | | |] Rooms | | |

As of December 31, [removed: 2021,] [added: 2022,] we had a minority or noncontrolling financial interest in the entities that own or lease the following [removed: five] [added: 5] properties, representing 2,244 rooms, and we manage each of the hotels for these entities.

As of December 31, [removed: 2021,] [added: 2022,] we leased the following [removed: 48] [added: 47] hotels, representing [removed: 15,620] [added: 15,368] rooms.

| Hilton Istanbul Bosphorus | | | | | | Istanbul, [removed: Turkey] [added: Turkiye] | | | | | | 500 | | |

Our corporate headquarters is located at 7930 Jones Branch Drive, McLean, Virginia 22102, which is under a lease agreement [removed: expiring] [added: that expires] in [removed: December 2023.][added: April 2037.]

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

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

Owned or Controlled Hotels

As of December 31, 2021, we owned a controlling financial interest, but less than a 100 percent interest, in the entity that owns the following property.

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

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

| Hilton Hotels & Resorts | | | | | | | | | | | | | | |

| Hilton Nairobi | | | | | | Nairobi, Kenya | | | | | | 287 | | |

| Property | | | | | | Location | | | | | | Ownership | | | | | | Rooms | | |

| Hilton Bonn | | | | | | Bonn, Germany | | | | | | 252 | | |

Our common stock is listed for trading on the NYSE under the symbol "HLT." As of December 31, [removed: 2021,] [added: 2022,] there were 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 expect] [added: Any decision] to declare and pay dividends in the future [removed: subject to] [added: will be made at] the sole discretion of our board of 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: 2016] [added: 2017] with the [removed: S&P] [added: Standard and Poor's ("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: 2016] [added: 2017] and that all dividends and other [removed: distributions, including the effect of the spin-offs,] [added: distributions] were reinvested.

[removed: ][added: ]

| | | | [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] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |

[removed: Our] [added: (2)In November 2022, our board of directors authorized the repurchase of an additional $2.5 billion of our common] stock [added: under our stock] repurchase [removed: program] [added: program, which] was initially [removed: publicly] announced in February 2017 and subsequently increased in November 2017, February 2019 and March 2020.

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

In June 2022, we resumed payment of our regular quarterly cash dividends, which we had suspended in 2020 as a result of the COVID-19 pandemic, and we expect to continue paying regular cash dividends on a quarterly basis.

| Hilton | | | $ | 100.00 | | | | | $ | 90.61 | | | | | $ | 140.84 | | | | | $ | 141.59 | | | | | $ | 198.51 | | | | | $ | 161.40 | |

| S&P 500 | | | 100.00 | | | | | | 93.76 | | | | | | 120.84 | | | | | | 140.49 | | | | | | 178.27 | | | | | | 143.61 | | |

| S&P Hotel | | | 100.00 | | | | | | 80.63 | | | | | | 108.59 | | | | | | 80.08 | | | | | | 95.97 | | | | | | 72.56 | | |

The following table sets forth information regarding our purchases of shares of our common stock during the three months ended December 31, 2022:

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

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

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

| October 1, 2022 to October 31, 2022 | | | 1,253,085 | | | | | | $ | 125.71 | | | | | 1,253,085 | | | | | | $ | 972 | |

| November 1, 2022 to November 30, 2022 | | | 1,157,159 | | | | | | 136.13 | | | | | | 1,157,159 | | | | | | 3,314 | | |

| December 1, 2022 to December 31, 2022 | | | 1,404,298 | | | | | | 132.47 | | | | | | 1,404,298 | | | | | | 3,128 | | |

| Total | | | 3,814,542 | | | | | | 131.36 | | | | | | 3,814,542 | | | | | | | | |

____________

(1)Includes commissions paid.

As such, our stock repurchase program allows for the repurchase of up to a total of $8 billion of our common stock.

Prior to 2020, we historically paid cash dividends.

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

| Hilton | | | $ | 100.00 | | | | | $ | 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 | | |

As of December 31, 2021, approximately $2.2 billion remained available for share repurchases under the program.

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

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

| Management’s Report on Internal Control Over Financial Reporting | | | [removed: [68](#i272050030d6b436bb1abb463f9e4500e_88)] [added: [65](#idfd173f54ba24709961323f33747f704_85)] | | |

| Report of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting | | | [removed: [69](#i272050030d6b436bb1abb463f9e4500e_91)] [added: [66](#idfd173f54ba24709961323f33747f704_88)] | | |

| Report of Independent Registered Public Accounting Firm – Financial Statements | | | [removed: [70](#i272050030d6b436bb1abb463f9e4500e_94)] [added: [67](#idfd173f54ba24709961323f33747f704_91)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [73](#i272050030d6b436bb1abb463f9e4500e_97)] [added: [70](#idfd173f54ba24709961323f33747f704_94)] | | |

| Consolidated Statements of Operations for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [74](#i272050030d6b436bb1abb463f9e4500e_100)] [added: [71](#idfd173f54ba24709961323f33747f704_97)] | | |

| Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [75](#i272050030d6b436bb1abb463f9e4500e_103)] [added: [72](#idfd173f54ba24709961323f33747f704_100)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [76](#i272050030d6b436bb1abb463f9e4500e_106)] [added: [73](#idfd173f54ba24709961323f33747f704_103)] | | |

| Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [77](#i272050030d6b436bb1abb463f9e4500e_109)] [added: [74](#idfd173f54ba24709961323f33747f704_106)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [78](#i272050030d6b436bb1abb463f9e4500e_112)] [added: [75](#idfd173f54ba24709961323f33747f704_109)] | | |

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Ernst & Young 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: 2021.][added: 2022.]

We have audited Hilton Worldwide Holdings Inc.'s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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 the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity [removed: (deficit),] [added: (deficit)] for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] and the related notes, and our report dated February [removed: 16, 2022] [added: 9, 2023] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Hilton Worldwide Holdings Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity [removed: (deficit),] [added: (deficit)] for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with 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: 2021,] [added: 2022,] 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: 16, 2022] [added: 9, 2023] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | The Company recognized [removed: $346] [added: $457] million of revenues during the year ended December 31, [removed: 2021] [added: 2022] and had deferred revenues of [removed: $535] [added: $631] million and a liability for guest loyalty program of [removed: $2,364] [added: $2,395] million as of December 31, [removed: 2021] [added: 2022] associated with the Hilton Honors guest loyalty and marketing program (the “Loyalty Program”). As discussed in Note [removed: 4] [added: 2] 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 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 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 U.S. [removed: GAAP] [added: generally accepted accounting principles] 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 income tax expense of [removed: $153] [added: $477] million during the year ended December 31, [removed: 2021,] [added: 2022,] and unrecognized tax benefits of [removed: $375] [added: $337] million as of December 31, [removed: 2021.] [added: 2022.] As discussed in Note [removed: 13] [added: 2] to the consolidated financial statements, [removed: changes to the Company’s unrecognized tax benefits relate to, among others, uncertainty regarding prior year] [added: for all] tax [removed: returns] [added: positions taken] in [removed: jurisdictions where] [added: a tax return,] the Company [removed: operates, changes] [added: will first determine whether it is more likely than not that a tax position will be sustained upon examination. If the Company determines that a position meets the more-likely-than-not recognition threshold, the benefit recognized] in [removed: reserves related to Hilton Honors, and reductions and settlements related to] the [removed: conclusion] [added: financial statements is measured as the largest amount] of [removed: certain audits.] [added: benefit that is greater than 50 percent likely of being realized upon settlement.] 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: $3,454] [added: $5,076] million and General and administrative expenses of [removed: $405] [added: $382] million during the year ended December 31, [removed: 2021.] [added: 2022.] 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 [removed: properties] [added: 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, [added: and] (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 [removed: expenses, and (3) incentives for management to limit the growth in General and administrative expenses due to the impact on publicly disclosed earnings metrics.] [added: expenses.] | | |

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

| | | | December [removed: 31,] [added: 31, 2022] | | | | | | | | | [added: | | | | | |]

| [removed: 2021] | | | [added: 2022] | | | [removed: 2020] | | | [added: 2021] | | | [added: | | | 2020 | | |]

| Cash and cash equivalents | | | $ | [removed: 1,427] [added: 1,209] | | | | | $ | [removed: 3,218] [added: 1,427] | |

| Restricted cash and cash equivalents | | | [removed: 85] [added: 77] | | | | | | [removed: 45] [added: 85] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $126] [added: $117] and [removed: $132] [added: $126] | | | [removed: 1,068] [added: 1,327] | | | | | | [removed: 771] [added: 1,068] | | |

| Prepaid expenses | | | [removed: 89] [added: (21)] | | | | | | [removed: 70] [added: (22)] | | | [added: | | | 60 | | |]

| Other | | | [removed: 202] [added: 152] | | | | | | [removed: 98] [added: 202] | | |

| Total current assets (variable interest entities *–* [removed: $30] [added: $43] and [removed: $53)] [added: $30)] | | | [removed: 2,871] [added: 2,870] | | | | | | [removed: 4,202] [added: 2,871] | | |

| Goodwill | | | [removed: 5,071] [added: 5,032] | | | | | | [removed: 5,095] [added: 5,071] | | |

| Brands | | | [removed: 4,883] [added: 4,840] | | | | | | [removed: 4,904] [added: 4,883] | | |

| Management and franchise contracts, net | | | [removed: 758] [added: 887] | | | | | | [removed: 653] [added: 758] | | |

| Other intangible assets, net | | | [removed: 194] [added: 161] | | | | | | [removed: 266] [added: 194] | | |

| Operating lease right-of-use assets | | | [removed: 694] [added: 662] | | | | | | [removed: 772] [added: 694] | | |

| Property and equipment, net | | | [removed: 305] [added: 280] | | | | | | [removed: 346] [added: 305] | | |

| Deferred income tax assets | | | [removed: 213] [added: 204] | | | | | | [removed: 194] [added: 213] | | |

| Other | | | [removed: 452] [added: 576] | | | | | | [removed: 323] [added: 452] | | |

| Total intangibles and other assets (variable interest entities *–* [removed: $184] [added: $152] and [removed: $199)] [added: $184)] | | | [removed: 12,570] [added: 12,642] | | | | | | [removed: 12,553] [added: 12,570] | | |

February 9, 2023

| Issuance of financing receivables | | | (46) | | | | | | (3) | | | | | | (3) | | |

| Undesignated derivative financial instruments | | | 79 | | | | | | (5) | | | | | | (3) | | |

| Investments in unconsolidated affiliates | | | (53) | | | | | | — | | | | | | — | | |

| Settlements of interest rate swap with financing component | | | 2 | | | | | | — | | | | | | — | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,255 | | | | | | — | | | | | | 2 | | | | | | 1,257 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 73 | | | | | | — | | | | | | 73 | | |

| Dividends | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (123) | | | | | | — | | | | | | — | | | | | | (123) | | |

| Balance as of December 31, 2022(2) | | | 267.9 | | | | | | $ | 3 | | | | | $ | (6,040) | | | | | $ | 10,831 | | | | | $ | (5,190) | | | | | $ | (706) | | | | | $ | 4 | | | | | $ | (1,098) | |

(2) As of December 31, 2022, 3.0 billion shares of preferred stock with a par value of $0.01 were authorized with no such shares issued.

If such consolidation is required, the amounts may be material.

We do not consider this advance consideration to include a significant financing component, since it is used to protect us from the hotel owner

A portion of our brands intangible assets are denominated in foreign currencies and, as such, a period over period change in these assets is attributable to fluctuations in foreign currency exchange rates.

If we determine qualitatively that the fair value of an asset is more likely than not less than its carrying value,

or if we decide to bypass the qualitative assessment, we perform a quantitative analysis.

Contract liabilities related to amounts received for Hilton Honors, excluding the

We estimate the current portions of our liability for guest loyalty program and Hilton Honors deferred revenues based on the total point redemptions and breakage expected to occur within the next 12 months; these amounts are presented as current portion of liability for guest loyalty program and current portion of deferred revenues in our consolidated balance sheets.

recognized when our point obligation is satisfied included the anticipated point expirations that occurred at the end of the

suspension, which was December 31, 2022.

Hilton reimburses participating properties and applicable third parties when points are redeemed by Hilton Honors members for stays

In August 2022, the Inflation Reduction Act of 2022 (the "IRA") was signed into law in the U.S. We do not expect the IRA to have a material impact on our consolidated financial statements, including our annual estimated effective tax rate during interim periods.

We also provide various types of guarantees and other assistance in the form of letters of

The provisions of ASU 2021-10 are effective for fiscal years beginning after December 15, 2021 and the amendments should be applied either: (i) prospectively to all in scope transactions that are reflected in the financial statements at the date of initial application and new transactions that are entered into after that date; or (ii) retrospectively to those transactions.

Hilton adopted this ASU on January 1, 2022 on a prospective basis and it had no material impact on our consolidated financial statements as of and for the year ended December 31, 2022.

If, at any point in time, such amounts are deemed to be material, we will present the required disclosures as applicable.

| Other(3) | | | 255 | | |

| Balance as of December 31, 2022 | | | $ | 1,331 | |

During the year ended December 31, 2022, our consolidated VIEs borrowed an aggregate of 2.7 billion Japanese yen ("JPY"), of which 0.3 billion JPY was repaid during the year ended December 31, 2022, resulting in 2.4 billion JPY (equivalent to $18 million) of those borrowings remaining outstanding as of December 31, 2022.

As of December 31, 2022, these remaining borrowings were included in long-term debt in our consolidated balance sheet and had a weighted average interest rate of 1.04 percent and maturity dates ranging from August 2025 to February 2029.

| Contract acquisition costs | | | 961 | | | | | | (206) | | | | | | 755 | | |

| | | | $ | 1,403 | | | | | $ | (516) | | | | | $ | 887 | |

| Capitalized software costs | | | $ | 615 | | | | | $ | (515) | | | | | $ | 100 | |

| Leases(1) | | | 124 | | | | | | (80) | | | | | | 44 | | |

| Hilton Honors(1) | | | 335 | | | | | | (318) | | | | | | 17 | | |

| | | | $ | 1,074 | | | | | $ | (913) | | | | | $ | 161 | |

| 2027 | | | 9 | | |

| Thereafter | | | 106 | | |

| | | | $ | 293 | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 769 | | | | | | 810 | | |

February 16, 2022

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

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

| Common stock, $0.01 par value; 10,000,000,000 authorized shares, 332,011,359 issued and 279,091,009 outstanding as of December 31, 2021 and 330,511,254 issued and 277,590,904 outstanding as of December 31, 2020 | | | 3 | | | | | | 3 | | |

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

| Balance as of December 31, 2018 | | | 295 | | | | | | $ | 3 | | | | | $ | (2,625) | | | | | $ | 10,372 | | | | | $ | (6,417) | | | | | $ | (782) | | | | | $ | 7 | | | | | $ | 558 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 881 | | | | | | — | | | | | | 5 | | | | | | 886 | | |

| Dividends | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (173) | | | | | | — | | | | | | — | | | | | | (173) | | |

| Deconsolidation of a variable interest entity | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2) | | | | | | (2) | | |

| Cumulative effect of the adoption of ASU 2016-13(2) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | — | | | | | | — | | | | | | (10) | | |

(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.

We consolidate entities other than VIEs when we own more than 50 percent of the voting shares of a company or otherwise have a controlling financial interest.

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

the COVID-19 pandemic.

Included in these expenses were $41 million of reorganization costs for our corporate operations and $177 million related to amounts to be reimbursed by our third-party hotel owners, including those related to our managed hotels, which were included in other expenses from managed and franchised properties in our consolidated statement of operations.

The terms of the fees

We have elected to

We manage, franchise, own and lease hotels under our portfolio of brands.

respective carrying value, the excess of the carrying value over the estimated fair value is recognized in our consolidated statement of operations as an impairment loss.

member.

consolidated statements of operations.

offset the hedged cash flows.

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.

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.

Note 3: Disposal

In 2019, we completed the sale of the Hilton Odawara Resort & Spa for a price of 13 billion Japanese yen (equivalent to $122 million as of the closing date) and subsequently entered into a 30-year management contract with the purchaser of the hotel.

As a result of the sale, we recognized a pre-tax gain of $81 million included in gain on sale of assets, net in our consolidated statement of operations for the year ended December 31, 2019.

| Balance as of December 31, 2020 | | | $ | 1,312 | |

| Other(3) | | | 171 | | |

Hilton Honors Points Pre-Sale

In April 2020, we pre-sold Hilton Honors points to American Express for $1.0 billion in cash (the "Honors Points Pre-Sale").

American Express and their respective designees may use the points in connection with Hilton Honors co-branded credit cards and for promotions, rewards and incentive programs or certain other activities that they may establish or engage in from time to time.

Upon receipt of the cash, we recognized $636 million in deferred revenues and the remainder in liability for guest loyalty program, which is recognized as revenue as discussed in Note 2: "Basis of Presentation and Summary of Significant Accounting Policies" and for which the remaining deferred revenue as of December 31, 2021 is included in our co-branded credit card arrangement performance obligation below.

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

As of December 31, 2021, the VIEs had revolving credit facilities with borrowing capacities totaling 4.5 billion Japanese yen ("JPY") (equivalent to $39 million), with 500 million JPY (equivalent to $4 million) included in long-term debt in our consolidated balance sheet, resulting in available borrowing capacities totaling 4.0 billion JPY (equivalent to $35 million).

There were no amounts drawn under these facilities as of December 31, 2020.

See Note 9: Debt for additional information.

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

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

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: 2021] [added: 2022] under the equity compensation plans.

(1)Includes shares issuable upon exercise of stock options and [removed: 2,947,125] [added: 2,564,151] shares that may be issued upon the vesting of certain share-based compensation awards.

The remaining information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

| | | | As of December 31, 2022 | | | | | | | | | | | | | | |

| Equity compensation plans approved by stockholders | | | 5,584,421 | | | | | | $ | 87.61 | | | | | 11,433,578 | | |

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

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

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2021.][added: 2022.]

| [removed: 4.7] [added: 4.9] | | | | | | [Indenture, dated as of June 20, 2019, with respect to the 4.875% Senior Notes due 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 June 24, 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm) | | |

| [removed: 4.8] [added: 4.10] | | | | | | [Form of 4.875% Senior Note due 2030 (included in Exhibit [removed: 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)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)[9](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: 4.11] | | | | | | [First Supplemental Indenture with respect to the 2030 Notes, dated as of September 12, 2019, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.20 to the Company's Registration Statement on Form S-4 filed on September 20, 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000162828019011858/exhibit420s-4firstsupp.htm) | | |

| [removed: 4.10] [added: 4.12] | | | | | | [Second Supplemental Indenture with respect to the 2030 Notes, dated as of February 25, 2020, among the subsidiary guarantors listed therein and Wilmington Trust, National Association, as trustee (incorporated reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit41-secondsupple.htm) | | |

| [removed: 4.11] [added: 4.13] | | | | | | [Third Supplemental Indenture with respect to the 2030 Notes, dated as of February 29, 2020, among the issuer, 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, 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit42-thirdsupplem.htm) | | |

| [removed: 4.12] [added: 4.16] | | | | | | [Indenture with respect to the 5.375% Senior Notes due [removed: 2025 and] [added: 2025](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm) [(the "2025 Notes")](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm) [and] 5.750% Senior Notes due [removed: 2028,] [added: 2028](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm) [(the](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm) ["2028 Notes")](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[,] 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 April 22, 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm) | | |

| [removed: 4.13] [added: 4.17] | | | | | | [Form of 5.375% Senior Note due 2025 (included in Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[2](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] [added: 4.1](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[6](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] | | |

| [removed: 4.14] [added: 4.18] | | | | | | [Form of 5.750% Senior Note due 2028 (included in Exhibit [removed: 4.1](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[2](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] [added: 4.1](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[6](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] | | |

| [removed: 4.15] [added: 4.21] | | | | | | [Indenture with respect to the 3.750% Senior Notes due [removed: 2029 and] [added: 2029](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm) [(the "2029 Notes](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[")](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm) [and] the 4.000% Senior Notes due [removed: 2031,] [added: 2031](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm) [(the "20](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[31 Notes")](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[,] dated as of December 1, 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 December 3, 2020).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm) | | |

| [removed: 4.16] [added: 4.22] | | | | | | [Form of 3.750% Senior Note due 2029 (included in Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[15](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[21](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] | | |

| [removed: 4.17] [added: 4.23] | | | | | | [Form of 4.000% Senior Note due 2031 (included in Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[15](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[21](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] | | |

| [removed: 4.18] [added: 4.26] | | | | | | [Indenture with respect to the 3.625% Senior Notes due [removed: 2032,] [added: 2032](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm) [(the "2032 Notes")](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)[,] dated as of February 2, 2021, 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 February 4, 2021).](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm) | | |

| [removed: 4.19] [added: 4.27] | | | | | | [Form of 3.625% Senior Note due 2032 (included in Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)[18](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)] [added: 4.](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)[26](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)] | | |

| [removed: 4.20] [added: 4.30] | | | | | | [Description of Securities (incorporated by reference to Exhibit 4.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000013/descriptionofsecurities.htm) | | |

| 10.19 | | | | | | [Form of Deferred Share Unit Agreement [removed: for independent directors] [added: for](http://www.sec.gov/Archives/edgar/data/1585689/000158568917000168/q22017exhibit102-formofdef.htm) [non-employee](http://www.sec.gov/Archives/edgar/data/1585689/000158568917000168/q22017exhibit102-formofdef.htm) [directors] (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568917000168/q22017exhibit102-formofdef.htm) | | |

| 10.26 | | | | | | [removed: [License] [added: [Tax Stockholders] Agreement, dated January 2, 2017, [removed: by and between] [added: among] Hilton Worldwide Holdings [removed: Inc. and] [added: Inc.,] Hilton Grand Vacations Inc. [added: and the other parties thereto] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to the Company's Current Report on Form 8-K filed on January 4, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex104.htm)] [added: 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex105.htm)] | | |

| [removed: 10.27] [added: 10.40] | | | | | | [removed: [Tax Stockholders] [added: [Amended and Restated License] Agreement, dated [removed: January 2, 2017, among] [added: March 10, 2021, by and between] Hilton Worldwide Holdings [removed: Inc.,] [added: Inc. and] Hilton Grand Vacations Inc. [removed: and the other parties thereto] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.1] to the [removed: Company's Current] [added: Company’s Quarterly] Report on Form [removed: 8-K filed on January 4, 2017).](http://www.sec.gov/Archives/edgar/data/1585689/000119312517001901/d302894dex105.htm)] [added: 10-Q for the quarter ended March 31, 2021).](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000064/ex101licenseagreement_uplo.htm)] | | |

| [removed: 10.28] [added: 10.27] | | | | | | [Amendment One to the 2005 Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568919000034/q42018amendment_1038.htm) | | |

| [removed: 10.29] [added: 10.28] | | | | | | [Form of 2019 Performance Award Agreement (EBITDA CAGR Performance Condition) (incorporated by reference to Exhibit 10.1 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/a2019performanceebtidagree.htm) | | |

| [removed: 10.30] [added: 10.29] | | | | | | [Form of 2019 Performance Award Agreement (Free Cash Flow Per Share CAGR Performance Condition) (incorporated by reference to Exhibit 10.2 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/a2019performancefcfagreeme.htm) | | |

| [removed: 10.31] [added: 10.33] | | | | | | [Form of [removed: 2019] [added: 2020] Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 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/a2019rsuagreement.htm)] [added: 2020).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit103-hiltonx2020.htm)] | | |

| [removed: 10.32] [added: 10.30] | | | | | | [Form of 2019 Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 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/a2019optionagreement.htm) | | |

| [removed: 10.33] [added: 10.31] | | | | | | [Form of 2020 Performance Award Agreement (EBITDA CAGR Performance Condition) (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit101-hiltonx2020.htm) | | |

| [removed: 10.34] [added: 10.32] | | | | | | [Form of 2020 Performance Award Agreement (Free Cash Flow Per Share CAGR Performance Condition) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit102-hiltonx2020.htm) | | |

| [removed: 10.35] [added: 10.34] | | | | | | [Form of 2020 [removed: Restricted] [added: Nonqualified] Stock [removed: Unit] [added: Option] Agreement (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] 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/exhibit103-hiltonx2020.htm)] [added: 2020).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit104-hiltonx2020.htm)] | | |

| [removed: 10.36] [added: 10.37] | | | | | | [Form of [removed: 2020] [added: 2021] Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 to the [removed: Company's] [added: 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/exhibit104-hiltonx2020.htm)] [added: 2021).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000064/ex104-2021nqstockoptionagr.htm)] | | |

| [removed: 10.37] [added: 10.35] | | | | | | [Form of 2021 Performance Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000064/ex102-2021psuagreementex_u.htm) | | |

| [removed: 10.38] [added: 10.36] | | | | | | [Form of 2021 Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000064/ex103-2021rsu2yearagreemen.htm) | | |

| [removed: 10.39] [added: 10.45] | | | | | | [Form of [removed: 2021] [added: 2022] Nonqualified Stock Option Agreement (incorporated by reference to Exhibit [removed: 10.4] [added: 10.3] to [removed: the](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000064/ex104-2021nqstockoptionagr.htm) [](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000064/ex104-2021nqstockoptionagr.htm)[Company’s] [added: the Company’s] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2021).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000064/ex104-2021nqstockoptionagr.htm)] [added: 2022).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000082/hilton-2022nqstockoptionag.htm)] | | |

| [removed: 10.40] [added: 10.38] | | | | | | [Executive Severance Plan (incorporated by reference to Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000110/exhibit106-finalexecse.htm) | | |

| [removed: 10.41] [added: 10.39] | | | | | | [Form of Modification to 2018, 2019 and 2020 Performance Award [removed: Agreements](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000016/exhibit1040202010-k.htm) [(incorporated] [added: Agreements (incorporated] by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000016/exhibit1040202010-k.htm)[020)](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000016/exhibit1040202010-k.htm)[.*](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000016/exhibit1040202010-k.htm)] [added: 2020).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000016/exhibit1040202010-k.htm)] | | |

| 10.42 | | | | | | [removed: [Amended] [added: [First Amendment to Amended] and Restated License Agreement, dated [removed: March 10, 2021, by and] [added: as of April 4, 2022,] between Hilton [removed: Worldwide](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000064/ex101licenseagreement_uplo.htm) [](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000064/ex101licenseagreement_uplo.htm)[Holdings] [added: Grand Vacations] Inc. and Hilton [removed: Grand Vacations] [added: Worldwide Holdings] Inc. (incorporated by reference to Exhibit [removed: 10.1] [added: 10.4] to the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000064/ex101licenseagreement_uplo.htm)] [added: 2022).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000082/hgvfirstamendmenttoarlicen.htm)] | | |

| [removed: 10.43] [added: 10.41] | | | | | | [Amendment No. 7, dated as of October 21, 2021, to the Credit Agreement, dated as of October 25, 2013 (as amended by Amendment No. 1 to the Credit Agreement dated as of August 18, 2016, as further amended by Amendment No. 2 to the Credit Agreement dated as of November 21, 2016, as further amended by Amendment No. 3 to the Credit Agreement dated as of March 16, 2017, as further amended by Amendment No. 4 to the Credit Agreement dated as of April 19, 2018, as further amended by Amendment No. 5 to the Credit Agreement dated as of June 5, 2019, and as further amended by Amendment No. 6 to the Credit Agreement dated as of June 21, 2019), between Hilton Domestic Operating Company Inc. and Deutsche Bank AG New York Branch as administrative [removed: agent](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm)[.](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm)] [added: agent](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm) [](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm)[(incorporated by reference to Exhibit 10.4](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm) [to the Company's Annual Report on Form 10-K for the year ended December 31, 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm)[1](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm)] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/a202110-kexhibit211.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit211-202210xk.htm)] | | |

| 23.1 | | | | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/hilton202110-keyconsent.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit231-hilton202210xke.htm)] | | |

| 31.1 | | | | | | [Certificate of Christopher J. Nassetta, President and Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/q42021cert311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/q42022cert311.htm)] | | |

| 31.2 | | | | | | [Certificate of Kevin J. Jacobs, Executive Vice President and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/q42021cert312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/q42022cert312.htm)] | | |