Hilton Worldwide Holdings (HLT) 10-K risk factor changes: FY2023 vs FY2022

- the financial condition of [added: and relationships with] third-party property owners, developers and joint venture [removed: partners;][added: partners, including the risk that owners may terminate or fail to comply with our management, franchise or joint venture contracts;]

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

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

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

- delays in or cancellations of planned or future development or refurbishment [removed: projects;][added: projects at hotels in our system;]

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

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

- the costs required for [removed: climate change] [added: environmental] initiatives, including those resulting from regulatory changes or stakeholder or customer expectations.

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

Macroeconomic [added: conditions, public health concerns, geopolitical activity] and other factors beyond our control can adversely affect and reduce demand for our products and services.

Macroeconomic [added: conditions, geopolitical activity, public health concerns] and other factors beyond our control can reduce demand for hospitality products and services, including demand for rooms at our hotels.

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

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

- wars, such as Russia's invasion of [removed: Ukraine,] [added: Ukraine and the 2023 escalation of conflict in the Middle East,] 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;

In addition, many of the expenses associated with our [removed: business,] [added: services,] including personnel costs, interest, rent, property taxes, insurance and utilities, are relatively fixed.

During a period of overall economic weakness, if we are unable to meaningfully decrease these costs as demand for our [removed: hotels] [added: services] decreases, our business [removed: operations and] [added: operations,] financial [removed: performance and] [added: performance,] results [added: and prospects for future growth] may be adversely affected.

[removed: In particular,] [added: As an example,] the [removed: continued] impact of COVID-19 and the related restrictions in China [removed: have] [added: during 2022] limited demand in that market.

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

The steps we took in 2020 [added: in response] to [added: the pandemic to] reduce operating costs for us and our owners, including temporarily reducing compensation, reducing our workforce and furloughing a substantial number of our employees, negatively affected our ability to attract and retain employees.

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

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, [added: costs incurred to provide necessary] enhanced health and hygiene requirements or other such measures in one or more regions.

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

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

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

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 hotels and may further be unable to attract or retain our hotel [removed: owners.][added: owners to use our management and franchise services.]

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

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

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

As a result, some properties in our development pipeline have entered our system later than we anticipated, [removed: and] new hotels have entered our pipeline at a slower rate than in the [removed: past,] [added: past and some hotels under development never enter our system at all,] thereby negatively affecting our overall growth.

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 [added: by hotel employees.]

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

Any dispute with a property owner could [removed: be very expensive for us,] [added: increase our costs] even if the outcome is ultimately in our favor.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 2,821] [added: 3,274] hotels in our development pipeline, which we define as hotels under construction or approved for development under one of our brands.

The commitments of owners and developers with whom we have contracts are subject to [removed: numerous] conditions, and the eventual development and construction of our development pipeline, in particular for hotels not currently under construction, is subject to [removed: numerous] risks, including, in certain cases, the owner's or developer's ability to obtain adequate financing and governmental or regulatory approvals.

[removed: New hotel] [added: These] products [removed: or concepts or brand expansions] may not be accepted by hotel owners, franchisees or customers and we cannot guarantee the level of acceptance any new brand will have in the development and consumer marketplaces.

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

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

The sophistication of efforts by hackers to gain unauthorized access to information systems has continued to increase in recent years and may continue to do [removed: so.][added: so at an accelerating pace as criminals leverage generative artificial intelligence-based technologies and services.]

We rely on the internal processes and controls of third-party software and application vendors to maintain the security of all software [removed: code provided to or used by Hilton.]

The inability of such third parties to satisfy our or our guests' requirements [added: or provide such goods and services in a safe and secure manner] could disrupt our business operations or make it more difficult for us to implement our business strategy.

COVID-19 or outbreaks of other contagious diseases or other adverse public health developments could negatively affect future results.

The long-term effects of the pandemic on our business and the travel industry at large remain uncertain.

If our third-party hotel owners are unable to repay or refinance maturing indebtedness on favorable

We have launched and may continue to launch new hotel products, brands and/or concepts or execute brand expansions into new markets, including international markets.

Although we have a

We are incorporating artificial intelligence technologies into our processes.

These technologies may present business, compliance and reputational risks.

If we fail to keep pace with rapidly evolving technological developments in artificial intelligence, our competitive position and business results may suffer.

The introduction of these technologies, particularly generative AI, into new or existing offerings may also result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, copyright infringement, compliance issues, ethical concerns, security risks relating to private and/or confidential information, as well as other factors that could adversely affect our business, reputation, and financial results.

In addition, it is possible that artificial intelligence and machine learning-technology could, unbeknownst to us, be improperly utilized by employees while carrying out their responsibilities.

The use of artificial intelligence can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.

code provided to or used by Hilton.

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.

Acquisitions or investments in brands, businesses, properties or assets as well as third-party alliances are subject to risks that could affect our business, including risks related to:

- using cash balances and incurring debt;

- issuing shares of stock that could dilute the interests of our existing stockholders;

- assuming contingent liabilities; or

- creating additional expenses.

We may not actually realize any anticipated benefits from such acquisitions, investments or alliances.

We may also experience challenges from regulatory authorities in connection with our acquisitions and investments, including from antitrust authorities who are increasingly scrutinizing such transactions, and which may lead to unforeseen expenditures or which may block, delay or impose undesirable conditions on our acquisitions and investments.

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.

We also may divest certain properties or assets, and any such divestments may yield lower than expected returns or otherwise fail to achieve the benefits we expect.

In some circumstances, sales of properties or other assets may result in losses.

Upon sales of properties or assets, we may become subject to contractual indemnity obligations, incur material tax liabilities or, as a result of required debt repayment, face a shortage of liquidity.

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.

Defending against any such proceedings may be costly,

We

Additionally, our competitors may have sustainability initiatives that resonate more with guests and property owners than our initiatives do, which may cause reduced consumer demand at our hotel properties in favor of other brands.

Further, ESG related information is subject to evolving reporting standards that continue to be introduced in various states and jurisdictions.

We recognized the effects of the settlement in prior periods.

The taxation of the Hilton Honors program continues to be subject to audit, and we could receive material tax assessments on the same issues in the future.

with such requirements may increase as a result.

established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend or other rights or preferences superior to the rights of the holders of common stock;

- relationships with third-party property owners, developers and joint venture partners, including the risk that owners may terminate our management, franchise or joint venture contracts;

Although distribution of approved vaccines for COVID-19 continued throughout 2022, access to and acceptance of vaccines has varied across regions and within individual countries.

In addition, new strains of the virus have had increased transmissibility, complicating treatment and vaccination programs.

As such, the COVID-19 pandemic had an adverse impact on certain of our results for the year ended December 31, 2022, when compared to prior years, and 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 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 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 to stabilize and normal economic and operating conditions to fully resume.

by hotel employees.

As a result, not every hotel in our development pipeline may develop into a new hotel that enters our system.

Since 2011, we have launched 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; Tempo by Hilton; and, most recently, Spark by Hilton.

We may continue to build our portfolio by launching new hotel and non-hotel brands in the future.

In addition, the Hilton Garden Inn, DoubleTree by Hilton and Hampton by Hilton brands have been expanding into new jurisdictions outside the U.S. over the past several years.

We may continue to expand existing brands into new international markets.

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

Although we have policies in place designed to comply with applicable sanctions, rules and

If we lost the services of one or more senior

These changing

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

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

We may in the future be assessed tax on issues similar to those which were resolved through the 2013 tax year, and the amounts of any such future assessments may be material.

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

*For the discussion of the financial condition and results of operations for the year ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020,] [added: 2021,] 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: 2021](https://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568922000013/hlt-20211231.htm)*] [added: 2022](https://www.sec.gov/ix?doc=/Archives/edgar/data/1585689/000158568923000036/hlt-20221231.htm#)*] *filed with the SEC on February [removed: 16, 2022,] [added: 9, 2023,] which is incorporated herein by reference.*

Hilton is one of the largest hospitality companies in the world, with [removed: 7,165] [added: 7,530] properties comprising [removed: 1,127,430] [added: 1,182,937] rooms in [removed: 123] [added: 126] countries and territories as of December 31, [removed: 2022.][added: 2023.]

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 152] [added: 180] million members in our award-winning guest loyalty program, Hilton Honors, a 19 percent increase from December 31, [removed: 2021.][added: 2022.]

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

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

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

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

Although the U.S., which represented [removed: 69] [added: 67] percent of our system-wide hotel rooms as of December 31, [removed: 2022,] [added: 2023,] 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 [added: our hotel operating statistics in "—Results of Operations." The EMEA region includes Europe, which represents] the [removed: analysis herein.][added: western-most peninsula of Eurasia stretching from Iceland in the west to Russia in the east, and the Middle East and Africa ("MEA"), which represents the Middle East region and all African nations, including the Indian Ocean island nations.]

[added: Europe and MEA are often analyzed separately and, as such, are presented separately within our hotel operating statistics in "—Results of Operations."] The Asia Pacific region includes the eastern and southeastern nations of Asia, as well as India, Australia, New Zealand and the Pacific Island nations.

Our strategic objectives include the continued expansion of our global hotel network, [removed: as well as of] [added: in particular] our fee-based business.

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

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

| | | | As of or for the Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | |

| Development [removed: pipeline(3)] [added: pipeline] | | | | | | | | | | | |

| Count as of period [removed: end(4)] [added: end(3)(4)] | | | [removed: 2,821] [added: 3,274] | | | | | | [removed: 416,400] [added: 462,400] | | |

[removed: (3)Hotels] [added: (3)The hotels] in our [removed: system] [added: development pipeline] were under development throughout 118 countries and territories, including 30 countries and territories where we [removed: did not currently have any] [added: had no] existing hotels.

[removed: (4)In] [added: (4)Of the total rooms in] our development pipeline, [removed: as of December 31, 2022, 205,400 of the rooms] [added: 216,600] were under construction and [removed: 243,500 of the rooms] [added: 259,800] were located outside of the U.S. Nearly all of the rooms in our development pipeline will be in our management and franchise [removed: segment.][added: segment upon opening.]

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

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, may also include a percentage of gross food and beverage revenues and other revenues, as 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 [removed: properties] [added: hotels] already in our system are extended.

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

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

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

[removed: Consideration 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.

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

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

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

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

We have no legal responsibility for the [removed: employees or the] [added: employee] liabilities [removed: associated with operating franchised properties or] [added: related to] certain of our managed properties, predominately those located outside of the [removed: U.S. Revenues and expenses for these direct reimbursements have no net effect on operating income (loss)] [added: U.S., where we are not the legal employer, as well as the employees] or [removed: net income (loss).][added: the liabilities associated with operating franchised properties.]

Other revenues from managed and franchised properties also includes revenues related to our Hilton Honors guest loyalty program, which are primarily derived from payments from hotel franchisees and third-party owners of hotels we manage that participate in the program, as well as [removed: co-branded credit card providers.][added: strategic partners.]

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

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

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

[removed: These relationships] exist with a diverse group of owners, franchisees and developers and are not significantly concentrated with any one particular third party.

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

- *Depreciation and amortization.* These are non-cash expenses that primarily consist of: (i) amortization of [removed: 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 contracts, leases and our Hilton Honors guest loyalty program intangible asset; (ii) amortization of] capitalized software costs; [removed: and (iii)] [added: (ii)] 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 [removed: hotels.][added: hotels; and (iii) 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").]

*•General and administrative.* Consists primarily of compensation costs for our corporate employees, including share-based compensation; professional fees, including consulting, audit and legal fees; travel and entertainment expenses; [removed: bad debt expenses] [added: credit losses] for [added: estimated] uncollectible management, franchise and other fees; and administrative and related expenses.

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

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

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

Although our results for the year ended December 31, 2022 included a strong recovery from the pandemic when compared to the same periods in 2020 and 2021, the Omicron variant of COVID-19 limited the recovery of certain regions and segments of our business during the beginning of that period.

As such, the results for the year ended December 31, 2023 reflect improvement in comparison to the year ended December 31, 2022, when considering the pandemic.

While certain regions and customer segments, particularly business and group travel, continue to recover from the impacts of the pandemic, our global growth when comparing 2023 to 2022 is more normalized than it was during the height of the pandemic and our subsequent recovery.

Additionally, given the impacts of the pandemic on prior periods, the improvement in our results during the year ended December 31, 2023 is not necessarily indicative of future performance or future growth patterns.

Our premier brand portfolio includes luxury, lifestyle, full service, focused service and all-suites hotel brands, as well as our timeshare brands.

As we enter into new management and franchise contracts, we expand our business with limited or no capital investment by us

| Openings | | | 395 | | | | | | 62,900 | | |

| Net additions(2) | | | 353 | | | | | | 53,100 | | |

| Additions | | | 994 | | | | | | 130,200 | | |

(2)Represents room additions, net of rooms removed from our system.

Net unit growth for the year ended December 31, 2023 was 4.9 percent.

Consideration provided to incentivize hotel owners to enter into

*•Other revenues.* Represents revenues primarily generated by our purchasing operations.

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

For the indirect reimbursements, Hilton collects monthly program fees from our managed and franchised properties, which are based on the underlying hotel's sales or usage.

The program fees serve as reimbursement for the costs related to the operation of our marketing, sales and brand programs and shared services.

These relationships

As of January 1, 2021 the only remaining finite-lived intangible assets resulting from the Merger related to leases, international management contracts and our Hilton Honors guest loyalty program.

The assets related to the international management contracts and Hilton Honors, which both had useful lives of 16 years, were fully amortized during the year ended December 31, 2023.

Primarily consists of expenses incurred by our purchasing operations.

amount of inherent fixed costs.

As of December 31, 2023, the only remaining finite-lived intangible assets that resulted from the Merger were those related to leases, as included in other intangible assets.

Occupancy levels also

Revenue per Available Room ("RevPAR")

Further, Adjusted EBITDA excludes the net effect of our cost reimbursement revenues and expenses, as we contractually do not operate the related programs to generate a profit over the terms of the respective contracts.

The direct reimbursements from hotel owners are typically reimbursed as the costs are incurred and have no net effect on net income (loss).

The fees we recognize related to the indirect reimbursements may be recognized before or after the related expenses are incurred, causing timing differences between the costs incurred and the related reimbursement from hotel owners, with the net effect impacting net income (loss) in the reporting period.

However, the expenses incurred related to the indirect reimbursements are expected to equal the revenues earned from the indirect reimbursements over time, and, therefore, the net

effect of our cost reimbursement revenues and expenses is not used by our management team to evaluate our operating performance or make day-to-day operating decisions.

| Occupancy | | | 71.8 | | % | | | | 4.6 | | % | pts. | | |

| ADR | | | $ | 158.62 | | | | | 5.4 | | % | | | |

| RevPAR | | | $ | 113.90 | | | | | 12.6 | | % | | | |

| Occupancy | | | 72.2 | | % | | | | 2.1 | | % | pts. | | |

| ADR | | | $ | 165.16 | | | | | 4.1 | | % | | | |

| RevPAR | | | $ | 119.22 | | | | | 7.2 | | % | | | |

| Occupancy | | | 69.4 | | % | | | | 5.4 | | % | pts. | | |

| ADR | | | $ | 152.51 | | | | | 11.3 | | % | | | |

| RevPAR | | | $ | 105.84 | | | | | 20.7 | | % | | | |

| Occupancy | | | 72.5 | | % | | | | 5.8 | | % | pts. | | |

| ADR | | | $ | 165.04 | | | | | 12.8 | | % | | | |

The COVID-19 pandemic significantly affected the global economy and strained the hospitality industry beginning in 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; 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.

Our premier brand portfolio includes: our luxury hotel brands, Waldorf Astoria Hotels & Resorts, LXR Hotels & Resorts and Conrad Hotels & Resorts; our lifestyle hotel brands, Canopy by Hilton, 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 & Resorts and 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; our new premium economy brand, Spark by Hilton, launched in January 2023; and our timeshare brand, Hilton Grand Vacations.

The EMEA region includes Europe, which represents the western-most peninsula of Eurasia stretching from Iceland in the west to Russia in the east, and the Middle East and Africa ("MEA"), which represents the Middle East region and all African nations, including the Indian Ocean island nations.

Europe and MEA are often analyzed separately and, as such, are presented separately within the analysis herein.

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

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

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

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

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

*•Other revenues.* Represents revenues generated by the incidental support of hotel operations for owned, leased, managed and franchised hotels, including our purchasing operations, and other operating income.

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 usage, as reimbursement for the costs related to our: (i) advertising and marketing programs; (ii) internet, technology and reservation systems; and (iii) quality assurance programs.

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 services; however, we have experienced significant recovery in demand during 2022.

franchise fee revenues.

Consists of expenses incurred by our purchasing operations and other ancillary businesses, along with other operating expenses of the business.

When considering business interruption in the context of our definition of comparable hotels, no hotel that had completely or partially suspended operations on a temporary basis at any time as a result of the COVID-19 pandemic was excluded from the definition of comparable hotels on that basis alone.

Despite these temporary suspensions of hotel operations, we believe that including these hotels within our hotel operating statistics of occupancy, average daily rate ("ADR") and revenue per available room ("RevPAR"), if they would have otherwise been included, reflects the underlying results of our business for the years ended December 31, 2022 and 2021.

RevPAR

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. | | |

| ADR | | | $ | 103.73 | | | | | 13.8 | | % | | | |

| 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.

We enter into derivative financial instruments to the extent they meet [removed: the] [added: our] objectives [removed: described above,] [added: to reduce volatility in our results of operations] and [added: cash flows, and] we do not use derivatives for speculative purposes.

Our primary sensitivity in [removed: 2022] [added: 2023] was to changes in one-month [removed: LIBOR,] [added: Secured Overnight Financing Rate ("SOFR"),] as the interest [removed: rate] [added: rates] on our Term [removed: Loan,] [added: Loans,] which [removed: represents] [added: represent] the majority of our variable-rate indebtedness, [removed: was] [added: were] based on this benchmark [removed: 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.

As of December 31, [removed: 2022,] [added: 2023,] we held an interest rate swap for a portion of the Term [removed: Loan, for which we executed an amendment concurrent with the amendment for our Term Loan,] [added: Loans,] through which we receive one-month term SOFR and pay a fixed rate.

The following table sets forth the current carrying values of our contractual maturities, total fair values and interest rates as of December 31, [removed: 2022] [added: 2023] for our financial instruments that are materially affected by interest rate risk, including long-term debt and our interest rate swap:

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Carrying Value | | | | | | Fair Value | | |

| Fixed-rate long-term debt | | | $ | — | | | | | $ | [removed: —] [added: 500] | | | | | $ | [removed: 500] [added: —] | | | | | $ | [removed: —] [added: 600] | | | | | $ | [removed: 600] [added: 500] | | | | | $ | [removed: 4,900] [added: 4,400] | | | | | $ | 6,000 | | | | | $ | [removed: 5,292] [added: 5,631] | |

| Variable-rate long-term debt | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 2,619] [added: —] | | | | | $ | [removed: —] [added: 1,000] | | | | | $ | [removed: —] [added: 2,119] | | | | | $ | [removed: 2,619] [added: 3,119] | | | | | $ | [removed: 2,616] [added: 3,129] | |

| Variable interest [removed: rate(2)(3)] [added: rate receivable(3)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 6.17] [added: 5.36] | | % | | | | | | |

| Variable to fixed | | | $ | — | | | | | $ | — | | | | | $ | [removed: —] [added: 1,600] | | | | | $ | [removed: 1,600] [added: —] | | | | | $ | — | | | | | $ | — | | | | | $ | 1,600 | | | | | $ | [removed: 108] [added: 75] | |

(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 [removed: $164] [added: $139] million and [removed: $37] [added: $9] million, respectively, as of December 31, [removed: 2022.][added: 2023.]

(2)The [added: weighted average] fixed interest rate is [removed: the weighted average of] [added: based on] actual [removed: rates,] [added: rates] and the [added: weighted average] variable interest rate is based on the market rate [removed: prevailing] [added: that was applicable] as of December 31, [removed: 2022.][added: 2023.]

(4)The carrying value reflects the notional amount and the variable interest rate receivable is based on the market rate prevailing as of December 31, [removed: 2022.][added: 2023.]

We measure our derivative instruments at fair value and, as of December 31, [removed: 2022,] [added: 2023,] our interest rate swap was in an asset position.

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

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

For our fixed-rate indebtedness, a change in interest rates impacts the fair value but generally does not have an impact on our future results of operations and cash flows.

| Weighted average variable interest rate(2)(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7.38 | | % | | | | | | |

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.

| Variable interest rate receivable(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4.32 | | % | | | | | | |

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, 2022, our largest net exposures were to GBP and EUR.

Hilton is one of the largest hospitality companies in the world, with [removed: 7,165] [added: 7,530] properties comprising [removed: 1,127,430] [added: 1,182,937] rooms in [removed: 123] [added: 126] countries and territories as of December 31, [removed: 2022.][added: 2023.]

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

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 152] [added: 180] million members in our award-winning guest loyalty program, Hilton Honors, a 19 percent increase from December 31, [removed: 2021;] [added: 2022;] refer to "—Our Brand Portfolio" and "—Our Guest Loyalty Program" below for additional information on our brands, including Hilton Honors.

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

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

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

| | | | As of or for the Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | |

| Development [removed: pipeline(3)] [added: pipeline] | | | | | | | | | | | |

| Count as of period [removed: end(4)] [added: end(3)(4)] | | | [removed: 2,821] [added: 3,274] | | | | | | [removed: 416,400] [added: 462,400] | | |

[removed: (3)Hotels] [added: (3)The hotels] in our [removed: system] [added: development pipeline] were under development throughout 118 countries and territories, including 30 countries and territories where we [removed: did not currently have any] [added: had no] existing hotels.

[removed: (4)In] [added: (4)Of the total rooms in] our development pipeline, [removed: as of December 31, 2022, 205,400 of the rooms] [added: 216,600] were under construction and [removed: 243,500 of the rooms] [added: 259,800] were located outside of the U.S. Nearly all of the rooms in our development pipeline will be in our management and franchise [removed: segment.][added: segment upon opening.]

[removed: Overall, we believe that] [added: We continue to drive customer loyalty, including participation in] our [added: Hilton Honors guest loyalty program, through: (i) our] experience in the hospitality industry, which spans more than a century of customer service and entrepreneurship, and continues to evolve to meet the tastes, preferences and demands of our [removed: hotel] guests; [added: (ii)] our strong, well-defined brands that operate throughout the hospitality industry chain scales; [added: (iii)] our diverse, inclusive workforce, built to focus on providing exceptional customer experiences; and [added: (iv)] our commercial service [removed: offerings will continue to drive customer loyalty, including participation in our Hilton Honors guest loyalty program.][added: offerings.]

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

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

| [removed:  | | | | | | Luxury] [added: ] | | | | | | 17 | | | | | | [removed: 34] [added: 35] | | | | | | [removed: 9,401] [added: 9,840] | | | | | | 0.8% | | | | | | Four Seasons, Mandarin Oriental, Peninsula, [removed: Ritz Carlton,] [added: Ritz-Carlton,] Rosewood Hotels & Resorts, St. Regis | | |

| [removed:  | | | | | | Luxury] [added: ] | | | | | | [removed: 8] [added: 9] | | | | | | [removed: 11] [added: 13] | | | | | | [removed: 1,412] [added: 1,774] | | | | | | 0.1% | | | | | | Leading Hotels of the World, Legend Preferred Hotels & Resorts, [removed: Small Luxury Hotels of The World,] [added: Belmond,] The Luxury Collection | | |

| [removed:  | | | | | | Luxury] [added: ] | | | | | | 23 | | | | | | [removed: 45] [added: 47] | | | | | | [removed: 16,210] [added: 16,950] | | | | | | 1.5% | | | | | | [removed: Fairmont,] Intercontinental, JW Marriott, Park Hyatt, Sofitel | | |

| [removed:  | | | | | | Upper Upscale] [added: ] | | | | | | [removed: 10] [added: 11] | | | | | | [removed: 38] [added: 40] | | | | | | [removed: 6,616] [added: 6,940] | | | | | | 0.6% | | | | | | [removed: 25hours Hotels, Hyatt Centric,] Kimpton, [removed: Le Meridien,] Thompson [removed: Hotels] [added: Hotels, W Hotels, Virgin Hotels, The Hoxton] | | |

| [removed:  | | | | | | Upper Upscale] [added: ] | | | | | | 1 | | | | | | [removed: 2] [added: 3] | | | | | | [removed: 1,814] [added: 1,700] | | | | | | [removed: 0.2%] [added: 0.1%] | | | | | | [added: JW Marriott,] Grand Hyatt, [removed: JW Marriott] [added: Fairmont, Intercontinental, Omni] | | |

| [removed:  | | | | | | Upper Upscale] [added: ] | | | | | | [removed: 94] [added: 97] | | | | | | [removed: 604] [added: 613] | | | | | | [removed: 224,370] [added: 226,015] | | | | | | [removed: 19.9%] [added: 19.1%] | | | | | | Hyatt Regency, Marriott, Omni, Sheraton, Westin | | |

| [removed:  | | | | | | Upscale] [added: ] | | | | | | [removed: 51] [added: 55] | | | | | | [removed: 660] [added: 677] | | | | | | [removed: 150,157] [added: 154,708] | | | | | | [removed: 13.3%] [added: 13.1%] | | | | | | [removed: Courtyard by] Marriott, Crowne Plaza, Delta, Holiday Inn, Radisson, Sheraton, Wyndham | | |

| [removed:  | | | | | | Upper Upscale] [added: ] | | | | | | [removed: 6] [added: 7] | | | | | | [removed: 263] [added: 267] | | | | | | [removed: 60,928] [added: 61,844] | | | | | | [removed: 5.4%] [added: 5.2%] | | | | | | Hyatt Regency, Marriott, Sheraton, Westin | | |

| [removed:  | | | | | | Upscale] [added: ] | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 661] | | | | | | [removed: —%] [added: 0.1%] | | | | | | AC Hotels, [removed: Aloft,] [added: Aloft Hotels,] Cambria, Hotel [removed: Indigo] [added: Indigo, Hyatt Centric] | | |

| [removed:  | | | | | | Upper Midscale] [added: ] | | | | | | 3 | | | | | | [removed: 5] [added: 6] | | | | | | [removed: 1,094] [added: 1,494] | | | | | | 0.1% | | | | | | CitizenM, [removed: Freehand,] Generator, [added: The] Hoxton, Moxy, [removed: tommie, Yotel] [added: Yotel, MAMA Shelter, POD, TRIBE Hotels, Ace Hotels] | | |

| [removed:  | | | | | | Upscale] [added: ] | | | | | | [removed: 57] [added: 62] | | | | | | [removed: 971] [added: 1,010] | | | | | | [removed: 143,342] [added: 149,130] | | | | | | [removed: 12.7%] [added: 12.6%] | | | | | | Aloft, Courtyard by Marriott, Four Points, Holiday Inn, Hyatt Place | | |

| [removed:  | | | | | | Upper Midscale] [added: ] | | | | | | [removed: 36] [added: 38] | | | | | | [removed: 2,863] [added: 2,971] | | | | | | [removed: 312,043] [added: 327,690] | | | | | | 27.7% | | | | | | Comfort Suites, Courtyard by Marriott, Fairfield Inn, Holiday Inn Express, Springhill Suites | | |

| [removed:  | | | | | | Midscale] [added: ] | | | | | | 4 | | | | | | [removed: 235] [added: 253] | | | | | | [removed: 23,022] [added: 24,755] | | | | | | [removed: 2.0%] [added: 2.1%] | | | | | | [removed: Avid,] Best Western, Comfort [removed: Inn & Suites,] [added: Inn,] La Quinta, [removed: Quality Inn,] Sleep Inn, [removed: Wingate by Wyndham] [added: Wingate, Avid] | | |

| [removed:  | | | | | | Upscale] [added: ] | | | | | | 4 | | | | | | [removed: 535] [added: 538] | | | | | | [removed: 61,289] [added: 61,624] | | | | | | [removed: 5.4%] [added: 5.2%] | | | | | | Element, Hyatt House, Residence Inn, Staybridge Suites | | |

| [removed:  | | | | | | Timeshare(2)] [added: ![HGV_Primary_Color_RGB\[1\].jpg](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/hlt-20231231_g20.jpg)] | | | | | | 8 | | | | | | [removed: 80] [added: 92] | | | | | | [removed: 13,703] [added: 16,109] | | | | | | [removed: 1.2%] [added: 1.4%] | | | | | | [removed: Bluegreen Vacations,] Disney Vacation Club, Holiday Inn Club Vacations, Marriott Vacations Worldwide, Travel & Leisure Co. | | |

[removed: Also, the] [added: (2)These] selected competitors exclude lesser-known regional competitors.

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

[added: Found in alluring destinations and city centers,] LXR connects legendary properties into an exclusive network of hotels that are set apart by [added: individual design,] an unrivaled commitment to personalized service and elegant, yet locally [removed: immersive] [added: immersive,] experiences for [removed: their] guests.

*Conrad Hotels & Resorts*: [removed: Spanning] [added: A luxury brand that spans] five continents, Conrad Hotels & Resorts [removed: has created] [added: creates] a seamless connection between bold design, impactful experiences and curated contemporary art to inspire the conscientious traveler.

[added: Found in major urban centers and resort destinations,] Conrad is a place where guests are empowered to explore through intuitive service and experiences that authentically connect them with local culture.

Hilton Hotels & Resorts are [added: upper upscale,] full service properties that feature advanced meeting and event spaces and [removed: services;] [added: services,] award-winning [removed: restaurants;] [added: restaurants] and mindful [removed: fitness/wellness] [added: fitness and wellness] facilities.

*DoubleTree by Hilton*: DoubleTree by Hilton is a [removed: fast-growing,] global portfolio of upscale hotels.

For more than 50 years, DoubleTree [added: by Hilton] has maintained its philosophy of making guests feel welcome through contemporary accommodations and thoughtful amenities, including diverse food and beverage experiences, state-of-the-art fitness offerings and meetings and event spaces.

*Tapestry Collection by Hilton*: Tapestry Collection by Hilton is [added: an upper upscale brand with] a portfolio of original hotels that offer guests unique style and vibrant personality, encouraging travelers to [removed: make an authentic connection] [added: connect] to their [removed: destination.][added: destination and enjoy authentic off-the-beaten-path experiences.]

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

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

| Openings | | | 395 | | | | | | 62,900 | | |

| Net additions(2) | | | 353 | | | | | | 53,100 | | |

| Additions | | | 994 | | | | | | 130,200 | | |

(2)Represents room additions, net of rooms removed from our system.

Net unit growth for the year ended December 31, 2023 was 4.9 percent.

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

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

| | | | | | | December 31, 2023(1) | | | | | | | | | | | | | | | | | | | | | | | | | | |

|  | | | | | | 38 | | | | | | 161 | | | | | | 31,000 | | | | | | 2.6% | | | | | | Autograph Collection, The Unbound Collection, Independent Hotels, MGallery, Kimpton | | |

|  | | | | | | 16 | | | | | | 125 | | | | | | 14,719 | | | | | | 1.2% | | | | | | Joie de Vivre, Tribute Portfolio, Graduate Hotels, Kimpton, Hotel Indigo, Ascend, Trademark | | |

|  | | | | | | 1 | | | | | | 8 | | | | | | 915 | | | | | | 0.1% | | | | | | Quality Inn, Baymont, Travelodge, Howard Johnson, Super 8, Days Inn | | |

|  | | | | | | 3 | | | | | | 652 | | | | | | 70,436 | | | | | | 6.0% | | | | | | TownePlace Suites, Candlewood Suites, Hyatt Studios | | |

|  | | | | | | — | | | | | | — | | | | | | — | | | | | | —% | | | | | | Candlewood Suites, Everhome Suites, Stay Apt Suites, ECHO Suites, Extended Stay America Premiere Suites | | |

(1)Excludes 18 unbranded properties with 4,633 rooms, representing approximately 0.4 percent of total rooms.

Hilton Grand Vacations is inclusive of Hilton Club, Hilton Grand Vacations Club and Hilton Vacation Club.

*Waldorf Astoria Hotels & Resorts*: Waldorf Astoria Hotels & Resorts is a luxury brand with an award-winning portfolio of iconic properties with a relentless commitment to elegant service, one-of-a-kind experiences and award winning culinary expertise in landmark destinations around the world.

Waldorf Astoria hotels deliver an effortless experience seamlessly, creating a true sense of place for guests through stunning architecture, Peacock Alley luxury bedding, refined art collections, Michelin-starred dining concepts and elevated in-room amenities.

*LXR Hotels & Resorts:* LXR Hotels & Resorts is a hand-picked collection of independent and spirited luxury properties located on five continents celebrating the timeless pursuit of personal adventure.

*Canopy by Hilton:* Canopy by Hilton is an upper upscale brand that delivers elevated, boutique hotel experiences that celebrate the best of the neighborhood.

Inviting, sophisticated design, bespoke food and beverage and crafted touchpoints deliver a locally inspired, high-end and welcoming stay.

*Signia by Hilton:* Signia by Hilton is a an upper upscale brand with a portfolio of exceptional hotels in gateway cities and resort destinations around the world.

Each Signia by Hilton property infuses sophistication into every stay, offering top tier meetings and event spaces, a vibrant atmosphere, exceptional amenities and personalized service catering to the needs of today's global traveler.

*Curio Collection by Hilton*: Curio Collection by Hilton is an upper upscale brand with a global portfolio of individually remarkable hotels hand-picked to immerse guests in one-of-a-kind moments in sought-after destinations.

Each hotel in the Curio Collection evokes a bespoke story through distinctive architecture and design, world-class food and beverage and curated experiences.

The full service, upper upscale brand offers both leisure and business travelers spacious two-room suites with separate bedroom and living room space, free made-to-order breakfast each morning, complimentary drinks and snacks at an evening reception every night, flexible meetings and events spaces and 24-hour fitness centers.

*Tempo by Hilton:* Tempo by Hilton is an upscale, stylish and contemporary lifestyle hotel brand designed for the ambitious traveler looking to maintain a sense of balance and momentum.

Tempo by Hilton offers re-imagined guest rooms designed with well-being in mind, dynamic communal spaces for collaboration or focused work, healthy cafe-style dining, a leading-edge beverage program and next-level fitness facilities.

Spark by Hilton opened its first hotel in 2023, less than one year after its launch, and, as of December 31, 2023, had over 140 properties in our development pipeline.

*Home2 Suites by Hilton*: Home2 Suites by Hilton is an upper midscale, all-suites, award-winning extended-stay hotel concept offering stylish accommodations with flexible guest room configurations and home-like amenities for cost-conscious guests.

With a commitment to environmentally friendly products and hotel operations, Home2 Suites by Hilton offers complimentary hotel breakfast, innovative and customizable guestroom designs, laundry and fitness areas, free Wi-Fi, multiple outdoor spaces, expansive community spaces and pet-friendly environments.

*LivSmart Studios by Hilton:* LivSmart Studios by Hilton is a midscale, long-stay hotel brand for guests looking for comfortable apartment-style accommodations for 20 nights or more.

Offering simplicity, consistency and convenience, LivSmart Studios by Hilton will create a space where guests can seamlessly maintain their daily routines while also immersing themselves in the local community.

The hotel will feature a streamlined public area filled with natural light that includes a simple retail market, a large guest laundry room and a state-of-the-art fitness center.

There will also be a spacious outdoor gathering area, which includes a fire pit, grills, and comfortable seating for guests looking to connect.

Guest studio suites will include a fully equipped kitchen with a full-sized refrigerator, dishwasher, microwave and two-burner cooktop, along with ample storage options for the long-stay traveler.

A special points-based

| U.S. | | | — | | | | | | — | | | | | | 12 | | | | | | 4,598 | | | | | | — | | | | | | — | | | | | | 12 | | | | | | 4,598 | | |

| Europe | | | — | | | | | | — | | | | | | 1 | | | | | | 123 | | | | | | 5 | | | | | | 1,058 | | | | | | 6 | | | | | | 1,181 | | |

| U.S. | | | — | | | | | | — | | | | | | 3 | | | | | | 1,700 | | | | | | — | | | | | | — | | | | | | 3 | | | | | | 1,700 | | |

| U.S. | | | — | | | | | | — | | | | | | 59 | | | | | | 44,970 | | | | | | 187 | | | | | | 58,623 | | | | | | 246 | | | | | | 103,593 | | |

The COVID-19 pandemic significantly affected the global economy and strained the hospitality industry beginning in 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; 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.

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

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

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

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

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

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

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

|  | | | | | | Upper Upscale | | | | | | 34 | | | | | | 138 | | | | | | 26,667 | | | | | | 2.4% | | | | | | Autograph Collection, Design Hotels, Destination Hotels, The Unbound Collection | | |

|  | | | | | | Upscale | | | | | | 13 | | | | | | 95 | | | | | | 11,111 | | | | | | 1.0% | | | | | | Joie de Vivre, Tribute Portfolio | | |

|  | | | | | | Upper Midscale | | | | | | 3 | | | | | | 576 | | | | | | 61,352 | | | | | | 5.4% | | | | | | Candlewood Suites, Comfort Suites, TownePlace Suites | | |

___________

(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.

*Waldorf Astoria Hotels & Resorts*: What began as an iconic hotel in New York City is today a global portfolio of iconic properties in sought-out destinations.

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

In addition, Waldorf Astoria boasts a residential portfolio that provides the comfort of a private home combined with luxury amenities and service synonymous with the brand.

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

Each 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.

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.

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

*Curio Collection by Hilton*: Curio Collection by Hilton is a global portfolio of one-of-a-kind hotels and resorts handpicked for their distinct character.

Curio Collection properties offer guests the ability to experience independent hotels that offer authentic, curated experiences through local offerings and elevated amenities, while providing the benefits of Hilton and its award-winning guest loyalty program Hilton Honors.

All guests are welcomed with a spacious two-room suite with separate areas to work and play, free made-to-order breakfast each morning and complimentary drinks and snacks every night.

*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.

Each Tempo by Hilton experience will include well-being offerings, state-of-the-art fitness facilities and programs, flexible meeting and working spaces and more.

Tru by Hilton, launched in 2016, had over 230 hotels in the pipeline as of December 31, 2022.

*Home2 Suites by Hilton*: Home2 Suites by Hilton is a dynamic and savvy brand designed to make guests and their pets feel at home regardless of their length of stay.

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

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

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

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

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

Most occurrences involving liability, claims of negligence and employees are covered by [added: indemnification from third-party hotel owners and/or] policies that we hold with solvent insurance carriers.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (§ 232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or [added: an] emerging growth company.

As of June 30, [removed: 2022,] [added: 2023,] 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: $30,145] [added: $37,479] 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: 3, 2023] [added: 2, 2024] was [removed: 266,450,664.][added: 252,160,518.]

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: 2023 annual meeting] [added: 2024 Annual Meeting] of [removed: stockholders] [added: 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: 2022][added: 2023]

| | | | [Forward-Looking [removed: Statements](#idfd173f54ba24709961323f33747f704_10)] [added: Statements](#i915877771d4646b19db58641c088b3c4_10)] | | | [removed: [2](#idfd173f54ba24709961323f33747f704_10)] [added: [2](#i915877771d4646b19db58641c088b3c4_10)] | | |

| | | | [Summary of Risk [removed: Factors](#idfd173f54ba24709961323f33747f704_13)] [added: Factors](#i915877771d4646b19db58641c088b3c4_13)] | | | [removed: [2](#idfd173f54ba24709961323f33747f704_13)] [added: [2](#i915877771d4646b19db58641c088b3c4_13)] | | |

| | | | [Terms Used and Basis of Presentation in this Annual Report on Form [removed: 10-K](#idfd173f54ba24709961323f33747f704_16)] [added: 10-K](#i915877771d4646b19db58641c088b3c4_16)] and Social Media | | | [removed: [3](#idfd173f54ba24709961323f33747f704_16)] [added: [3](#i915877771d4646b19db58641c088b3c4_16)] | | |

| Item 1. | | | [removed: [Business](#idfd173f54ba24709961323f33747f704_19)] [added: [Business](#i915877771d4646b19db58641c088b3c4_19)] | | | [removed: [3](#idfd173f54ba24709961323f33747f704_19)] [added: [3](#i915877771d4646b19db58641c088b3c4_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#idfd173f54ba24709961323f33747f704_22)] [added: Factors](#i915877771d4646b19db58641c088b3c4_22)] | | | [removed: [21](#idfd173f54ba24709961323f33747f704_22)] [added: [19](#i915877771d4646b19db58641c088b3c4_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#idfd173f54ba24709961323f33747f704_25)] [added: Comments](#i915877771d4646b19db58641c088b3c4_25)] | | | [removed: [40](#idfd173f54ba24709961323f33747f704_25)] [added: [37](#i915877771d4646b19db58641c088b3c4_25)] | | |

| Item 2. | | | [removed: [Properties](#idfd173f54ba24709961323f33747f704_28)] [added: [Properties](#i915877771d4646b19db58641c088b3c4_28)] | | | [removed: [41](#idfd173f54ba24709961323f33747f704_28)] [added: [39](#i915877771d4646b19db58641c088b3c4_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#idfd173f54ba24709961323f33747f704_31)] [added: Proceedings](#i915877771d4646b19db58641c088b3c4_31)] | | | [removed: [42](#idfd173f54ba24709961323f33747f704_31)] [added: [40](#i915877771d4646b19db58641c088b3c4_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#idfd173f54ba24709961323f33747f704_34)] [added: Disclosures](#i915877771d4646b19db58641c088b3c4_34)] | | | [removed: [42](#idfd173f54ba24709961323f33747f704_34)] [added: [40](#i915877771d4646b19db58641c088b3c4_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases [removed: of](#idfd173f54ba24709961323f33747f704_37)] [added: of](#i915877771d4646b19db58641c088b3c4_37)] | | | | | |

| | | | [Equity [removed: Securities](#idfd173f54ba24709961323f33747f704_37)] [added: Securities](#i915877771d4646b19db58641c088b3c4_37)] | | | [removed: [43](#idfd173f54ba24709961323f33747f704_37)] [added: [41](#i915877771d4646b19db58641c088b3c4_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#idfd173f54ba24709961323f33747f704_40)] [added: [\[Reserved\]](#i915877771d4646b19db58641c088b3c4_40)] | | | [removed: [44](#idfd173f54ba24709961323f33747f704_40)] [added: [42](#i915877771d4646b19db58641c088b3c4_40)] | | |

| Item 7. | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idfd173f54ba24709961323f33747f704_43)] [added: Operations](#i915877771d4646b19db58641c088b3c4_43)] | | | [removed: [45](#idfd173f54ba24709961323f33747f704_43)] [added: [43](#i915877771d4646b19db58641c088b3c4_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idfd173f54ba24709961323f33747f704_79)] [added: Risk](#i915877771d4646b19db58641c088b3c4_76)] | | | [removed: [62](#idfd173f54ba24709961323f33747f704_79)] [added: [60](#i915877771d4646b19db58641c088b3c4_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#idfd173f54ba24709961323f33747f704_82)] [added: Data](#i915877771d4646b19db58641c088b3c4_79)] | | | [removed: [64](#idfd173f54ba24709961323f33747f704_82)] [added: [62](#i915877771d4646b19db58641c088b3c4_79)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idfd173f54ba24709961323f33747f704_169)] [added: Disclosure](#i915877771d4646b19db58641c088b3c4_163)] | | | [removed: [107](#idfd173f54ba24709961323f33747f704_169)] [added: [104](#i915877771d4646b19db58641c088b3c4_163)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#idfd173f54ba24709961323f33747f704_172)] [added: Procedures](#i915877771d4646b19db58641c088b3c4_166)] | | | [removed: [107](#idfd173f54ba24709961323f33747f704_172)] [added: [104](#i915877771d4646b19db58641c088b3c4_166)] | | |

| Item 9B. | | | [Other [removed: Information](#idfd173f54ba24709961323f33747f704_175)] [added: Information](#i915877771d4646b19db58641c088b3c4_169)] | | | [removed: [107](#idfd173f54ba24709961323f33747f704_175)] [added: [104](#i915877771d4646b19db58641c088b3c4_169)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idfd173f54ba24709961323f33747f704_178)] [added: Inspections](#i915877771d4646b19db58641c088b3c4_172)] | | | [removed: [107](#idfd173f54ba24709961323f33747f704_178)] [added: [104](#i915877771d4646b19db58641c088b3c4_172)] | | |

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

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#idfd173f54ba24709961323f33747f704_181)] [added: Governance](#i915877771d4646b19db58641c088b3c4_175)] | | | [removed: [108](#idfd173f54ba24709961323f33747f704_181)] [added: [105](#i915877771d4646b19db58641c088b3c4_175)] | | |

| Item 11. | | | [Executive [removed: Compensation](#idfd173f54ba24709961323f33747f704_184)] [added: Compensation](#i915877771d4646b19db58641c088b3c4_178)] | | | [removed: [108](#idfd173f54ba24709961323f33747f704_184)] [added: [105](#i915877771d4646b19db58641c088b3c4_178)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: Stockholder](#idfd173f54ba24709961323f33747f704_187)] [added: Stockholder](#i915877771d4646b19db58641c088b3c4_181)] | | | | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#idfd173f54ba24709961323f33747f704_190)] [added: Independence](#i915877771d4646b19db58641c088b3c4_184)] | | | [removed: [108](#idfd173f54ba24709961323f33747f704_190)] [added: [105](#i915877771d4646b19db58641c088b3c4_184)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#idfd173f54ba24709961323f33747f704_193)] [added: Services](#i915877771d4646b19db58641c088b3c4_187)] | | | [removed: [108](#idfd173f54ba24709961323f33747f704_193)] [added: [105](#i915877771d4646b19db58641c088b3c4_187)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#idfd173f54ba24709961323f33747f704_196)] [added: Schedules](#i915877771d4646b19db58641c088b3c4_190)] | | | [removed: [108](#idfd173f54ba24709961323f33747f704_196)] [added: [105](#i915877771d4646b19db58641c088b3c4_190)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#idfd173f54ba24709961323f33747f704_199)] [added: Summary](#i915877771d4646b19db58641c088b3c4_193)] | | | [removed: [114](#idfd173f54ba24709961323f33747f704_199)] [added: [111](#i915877771d4646b19db58641c088b3c4_193)] | | |

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

In some cases, you can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," [added: "forecasts,"] "potential," "continues," "may," "will," "should," "could," "seeks," "projects," "predicts," "intends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words.

- Macroeconomic [added: conditions, public health concerns, geopolitical activity] and other factors beyond our control can adversely affect and reduce demand for our products and services;

- Labor shortages [added: or the loss of key senior management personnel] 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;

- 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 [added: increase costs or] expose us to [removed: numerous] [added: reputational and other] risks; 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 [removed: changes in the economy or our industry and our ability to pay our debts, and could require us to divert our cash flows from operations to make required debt or interest payments.]

| Item 1C. | | | Cybersecurity | | | [37](#i915877771d4646b19db58641c088b3c4_1436) | | |

| | | | [Matters](#i915877771d4646b19db58641c088b3c4_181) | | | [105](#i915877771d4646b19db58641c088b3c4_181) | | |

| | | | [Signatures](#i915877771d4646b19db58641c088b3c4_196) | | | [112](#i915877771d4646b19db58641c088b3c4_196) | | |

changes in the economy or our industry and our ability to pay our debts, and could require us to divert our cash flows from operations to make required debt or interest payments.

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

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

- The COVID-19 pandemic negatively affected our business, financial condition and results of operations and COVID-19 or other outbreaks of contagious diseases or other adverse public health developments may negatively affect future results;

Cybersecurity Governance

Hilton has a dedicated Global Information Security team (collectively, the "GIS team") led by our Chief Information Security Officer ("CISO") that is responsible for identifying, assessing, monitoring, managing and communicating the Company's cybersecurity risks.

The GIS team is organized into five functional areas: (i) cloud, network and infrastructure architecture security; (ii) application security; (iii) incident response; (iv) endpoint security and vulnerability management; and (v) governance, risk and compliance ("GRC").

Collectively, the GIS team has decades of dedicated cybersecurity experience with personnel certified in various disciplines, including data privacy, enterprise risk management, cloud security and ethical hacking.

While the full board of directors has overall responsibility for risk oversight, for cyber security matters, it is supported by its Audit Committee, which regularly reports to the full board of directors.

The Audit Committee assists the board of directors in monitoring cybersecurity risk by receiving quarterly reports and as needed updates from the Chief Information Officer and the CISO, that cover, among other things, our information security framework, threat assessment, response readiness and training efforts.

Hilton has adopted a Cybersecurity Policy that requires all employees to immediately report a potential cybersecurity incident to the GIS team, and all employees are required to certify their understanding of the Cybersecurity Policy on an annual basis.

Our Global Cybersecurity Incident Response Plan ("CIRP") includes the criteria for determining if a cybersecurity incident is considered a qualifying cybersecurity incident ("QCI"), which requires management escalation and review, identifies the first response team and the leadership team responsible for supervising the response and provides guidelines for when and how to communicate such incident to the appropriate members of management and the Audit Committee.

Cybersecurity Strategy and Risk Management

The GIS team leverages several mechanisms to continuously identify and assess cybersecurity risks across the Company and utilizes a GRC platform to monitor identified risks and mitigation and remediation activities.

The GIS team uses defined industry accepted risk management and controls frameworks to determine the potential likelihood and impact of each risk.

Monitoring activities are designed and executed based on the materiality of the assessed likelihood and magnitude of impact of the risks that are identified.

The GIS team, with the assistance of third-party consultants, performs application security reviews, penetration tests and gap assessments against certain cybersecurity frameworks.

Management reviews any assessments performed by the third-party consultants and determines the final evaluations and communication plan, which the GIS team executes.

In the event of a reported potential cybersecurity incident, a first response team, which includes leaders of the GIS team, other members of management and the legal team, determines without undue delay whether it is a QCI as defined in the CIRP.

If an incident is determined to be a QCI, the process included in the CIRP is initiated and such incident is communicated to the designated leadership team, including Hilton's general counsel.

Further, appointed leaders collaborate on determining if the incident is material, as well as the resulting response, including any legal and financial reporting obligations of the Company.

Information also is provided to additional members of senior management as appropriate.

The remediation plan for the QCI is entered within Hilton's GRC platform and monitored and reviewed at least monthly to ensure effective implementation; depending upon the type of incident, additional reporting may be produced and monitored by the GIS team to ensure the effectiveness of the remediation plan.

All cybersecurity incidents are tracked within our incident response platform, regardless of the potential materiality of the impact.

We also have a process in place to manage cybersecurity risks associated with third-party service providers.

However, we rely on the third parties we use to implement security programs commensurate with their risk, and we cannot ensure in all circumstances that their efforts will be successful.

As of the date of this report, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition.

However, as discussed under "Part I—Item 1A.

Risk Factors," specifically the risks titled "Failures in, material damage to or interruptions in our information technology systems, software or websites, including as a result of cyber-attacks on our systems or systems operated by third parties that provide operational and technical services to us, costs associated with protecting the integrity and security of personal data and other sensitive information and difficulties in updating our existing software or developing or implementing new software could have a material adverse effect on our business or results of operations" and "Cyber-attacks could have a disruptive effect on our business," the sophistication of cyber threats continues to increase, and the preventative actions we take to reduce the risk of cyber incidents and protect our systems and information may be insufficient.

Accordingly, no matter how well designed or implemented our controls are, we will not be able to anticipate all security breaches, and we may not be able to implement effective preventive measures against such security breaches in a timely manner.

As of December 31, [removed: 2022,] [added: 2023,] we had a minority or noncontrolling financial interest in the entities that own or lease the following 5 properties, representing 2,244 rooms, and we manage each of the hotels for these entities.

As of December 31, [removed: 2022,] [added: 2023,] we leased the following [removed: 47] [added: 46] hotels, representing [removed: 15,368] [added: 15,247] rooms.

| Hilton Vienna Danube Waterfront | | | | | | Vienna, Austria | | | | | | [removed: 367] [added: 368] | | |

| Hilton Frankfurt [added: City Centre] | | | | | | Frankfurt, Germany | | | | | | 342 | | |

| Hilton Paris La [removed: Defense] [added: Défense] | | | | | | Paris, France | | | | | | 153 | | |

| Hilton Northampton | | | | | | Northampton, United Kingdom | | | | | | [removed: 139] [added: 144] | | |

| Hilton Mainz City | | | | | | Mainz, Germany | | | | | | 127 | | |

Our common stock is listed for trading on the NYSE under the symbol "HLT." As of December 31, [removed: 2022,] [added: 2023,] there were [removed: seven] [added: eight] holders of record of our common stock, which does not include a substantially greater number of beneficial holders whose shares are held of record by banks, brokers and other financial institutions.

The following graph compares Hilton's cumulative total stockholder return since December 31, [removed: 2017] [added: 2018] with the 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: 2017 and that all dividends and other distributions were reinvested.][added: 2018.]

[removed: ][added: ]

| | | | [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: 12/31/2022] [added: 12/31/2023] | | |

The following table sets forth information regarding our purchases of shares of our common stock during the three months ended December 31, [removed: 2022:][added: 2023:]

(2)In November [removed: 2022,] [added: 2023,] our board of directors authorized the repurchase of an additional [removed: $2.5] [added: $3.0] billion of our common stock under our stock repurchase program, which was initially announced in February 2017 and subsequently increased in November 2017, February [removed: 2019 and] [added: 2019,] March [removed: 2020.][added: 2020 and November 2022.]

As such, our stock repurchase program allows for the repurchase of up to a total of [removed: $8] [added: $11] billion of our common stock.

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

| Hilton | | | $ | 100.00 | | | | | $ | 155.47 | | | | | $ | 156.21 | | | | | $ | 219.01 | | | | | $ | 178.00 | | | | | $ | 257.53 | |

| S&P 500 | | | 100.00 | | | | | | 131.47 | | | | | | 155.65 | | | | | | 200.29 | | | | | | 163.98 | | | | | | 207.04 | | |

| S&P Hotel | | | 100.00 | | | | | | 137.05 | | | | | | 101.59 | | | | | | 121.75 | | | | | | 92.23 | | | | | | 153.39 | | |

| October 1, 2023 to October 31, 2023 | | | 1,758,248 | | | | | | $ | 151.02 | | | | | 1,758,248 | | | | | | $ | 1,262 | |

| November 1, 2023 to November 30, 2023 | | | 1,303,034 | | | | | | 165.08 | | | | | | 1,303,034 | | | | | | 4,047 | | |

| December 1, 2023 to December 31, 2023 | | | 1,503,791 | | | | | | 176.57 | | | | | | 1,503,791 | | | | | | 3,782 | | |

| Total | | | 4,565,073 | | | | | | 163.45 | | | | | | 4,565,073 | | | | | | | | |

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 | | |

| 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 | | | | | | | | |

| [removed: Management’s] [added: [Management’s] Report on Internal Control Over Financial [removed: Reporting] [added: Reporting](#i915877771d4646b19db58641c088b3c4_82)] | | | [removed: [65](#idfd173f54ba24709961323f33747f704_85)] [added: [63](#i915877771d4646b19db58641c088b3c4_82)] | | |

| [removed: Report] [added: [Report] of Independent Registered Public Accounting Firm – Internal Control Over Financial [removed: Reporting] [added: Reporting](#i915877771d4646b19db58641c088b3c4_85)] | | | [removed: [66](#idfd173f54ba24709961323f33747f704_88)] [added: [64](#i915877771d4646b19db58641c088b3c4_85)] | | |

| [removed: Report] [added: [Report] of Independent Registered Public Accounting Firm – Financial [removed: Statements] [added: Statements](#i915877771d4646b19db58641c088b3c4_88)] | | | [removed: [67](#idfd173f54ba24709961323f33747f704_91)] [added: [65](#i915877771d4646b19db58641c088b3c4_88)] | | |

| [removed: Consolidated] [added: [Consolidated] Balance [removed: Sheets] [added: Sheets](#i915877771d4646b19db58641c088b3c4_91)] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [70](#idfd173f54ba24709961323f33747f704_94)] [added: [68](#i915877771d4646b19db58641c088b3c4_91)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Operations for the years [removed: ended] [added: ended](#i915877771d4646b19db58641c088b3c4_94)] December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [71](#idfd173f54ba24709961323f33747f704_97)] [added: [69](#i915877771d4646b19db58641c088b3c4_94)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Comprehensive [removed: Income (Loss) for] [added: Income](#i915877771d4646b19db58641c088b3c4_97) [for] the years [removed: ended] [added: ended](#i915877771d4646b19db58641c088b3c4_97)] December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [72](#idfd173f54ba24709961323f33747f704_100)] [added: [70](#i915877771d4646b19db58641c088b3c4_97)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Cash Flows for the years [removed: ended] [added: ended](#i915877771d4646b19db58641c088b3c4_100)] December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [73](#idfd173f54ba24709961323f33747f704_103)] [added: [71](#i915877771d4646b19db58641c088b3c4_100)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Stockholders' Equity (Deficit) for the years [removed: ended] [added: ended](#i915877771d4646b19db58641c088b3c4_103)] December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [74](#idfd173f54ba24709961323f33747f704_106)] [added: [72](#i915877771d4646b19db58641c088b3c4_103)] | | |

| [removed: Notes] [added: [Notes] to Consolidated Financial [removed: Statements] [added: Statements](#i915877771d4646b19db58641c088b3c4_106)] | | | [removed: [75](#idfd173f54ba24709961323f33747f704_109)] [added: [73](#i915877771d4646b19db58641c088b3c4_106)] | | |

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

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

Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

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: 2022.][added: 2023.]

We have audited Hilton Worldwide Holdings Inc.'s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] cash flows and stockholders' equity (deficit) for each of the three years in the period ended December 31, [removed: 2022] [added: 2023,] and the related [removed: notes,] [added: notes] and our report dated February [removed: 9, 2023] [added: 7, 2024] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] cash flows and stockholders’ equity (deficit) for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 9, 2023] [added: 7, 2024] expressed an unqualified opinion thereon.

| *Description of the [removed: Matter*] [added: matter*] | | | | | | The Company recognized [removed: $457] [added: $474] million of revenues during the year ended December 31, [removed: 2022] [added: 2023] and had deferred revenues of [removed: $631] [added: $769] million and a liability for guest loyalty program of [removed: $2,395] [added: $2,732] million as of December 31, [removed: 2022] [added: 2023] associated with the Hilton Honors guest loyalty and marketing program (the “Loyalty Program”). As discussed in Note 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. [added: Further, the Company earns licensing fees from its co-branded credit card arrangement, which are recognized as revenue when the points for Hilton Honors are issued, generally as spend with the co-branded credit card provider occurs.] Auditing [added: the] Loyalty Program [removed: 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 [removed: per Loyalty Program point, including the estimated breakage rate] of [removed: Loyalty Program points. Such estimates are complex given] the [removed: significant estimation associated with expected future redemption activity.] [added: performance obligations in the co-branded credit card arrangement.] | | |

| *How [removed: We Addressed] [added: we addressed] the [removed: Matter] [added: matter] in [removed: Our Audit*] [added: 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 [added: the accounting model and data used in recording revenue when Hilton Honors points are redeemed, as well as] management’s review of the assumptions and data inputs utilized [removed: by third-party actuaries to assist the Company] in [removed: determining] [added: estimating] the [removed: fair value] [added: stand-alone selling price] of the [removed: future award redemption obligation and breakage rate of Loyalty Program points and management’s review of activity and data inputs to their accounting model.] [added: performance obligations identified in the co-branded credit card arrangement.] To test the recognition of [removed: revenues and costs] [added: revenue] associated with the Loyalty Program, we [removed: involved specialists on our team and] performed audit procedures that included, among others, testing the clerical accuracy and consistency with [removed: U.S.] [added: US] generally accepted accounting principles of the accounting model developed by the Company to recognize revenue [removed: and costs] associated with the Loyalty [removed: Program. We tested] [added: Program and testing] significant inputs into the accounting [removed: model, including the estimated standalone selling price and recognition of points earned and redeemed during] [added: model. As it relates to] the [removed: period. We] [added: co-branded credit card arrangement, we] involved [removed: our actuarial] [added: valuation] professionals [removed: to assist in our testing procedures] with [removed: respect to] [added: specialized skills and knowledge and performed audit procedures that included, among others, testing] the [removed: estimate] [added: clerical accuracy and consistency with US generally accepted accounting principles] of the [removed: breakage of Loyalty Program points and] [added: valuation model used by] the [removed: ultimate estimated redemption cost. We evaluated management’s methodology for] [added: Company in] estimating the [removed: breakage] [added: standalone selling price] of [removed: Loyalty Program points, as well as tested underlying data] [added: the identified performance obligations, testing significant inputs into the valuation model,] and [removed: assumptions used in estimating] [added: performing sensitivity analysis over] the [removed: breakage rate.] [added: inputs to assess its impact on the determined standalone selling price.] | | |

| *Description of the [removed: Matter*] [added: matter*] | | | | | | The Company recognized income tax expense of [removed: $477] [added: $541] million during the year ended December 31, [removed: 2022,] [added: 2023,] and unrecognized tax benefits of [removed: $337] [added: $555] million as of December 31, [removed: 2022.] [added: 2023.] As discussed in Note 2 to the consolidated financial statements, for all tax positions taken in a tax return, the Company 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 the financial statements is measured as the largest amount of 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) [removed: 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 [removed: (3)] [added: (2)] the significant estimation associated with the measurement of unrecognized tax benefits outstanding as of the balance sheet date. | | |

| [added: Other expenses from managed and franchised properties] | | | [added: 6,164] | | | [removed: Accounting for Other Expenses from Managed and Franchised Properties and General and Administrative Expenses] | | | [added: 5,076 | | | | | | 3,454 | | |]

| [removed: 2022] | | | [added: 2023] | | | [removed: 2021] | | | [added: 2022] | | | [added: | | | 2021 | | |]

| Cash and cash equivalents | | | $ | [removed: 1,209] [added: 800] | | | | | $ | [removed: 1,427] [added: 1,209] | |

| Restricted cash and cash equivalents | | | [removed: 77] [added: 75] | | | | | | [removed: 85] [added: 77] | | |

| Accounts receivable, net of allowance for credit losses of [removed: $117] [added: $131] and [removed: $126] [added: $117] | | | [removed: 1,327] [added: 1,487] | | | | | | [removed: 1,068] [added: 1,327] | | |

| Prepaid expenses | | | [removed: 105] [added: 131] | | | | | | [removed: 89] [added: 105] | | |

| Other | | | [removed: 152] [added: 121] | | | | | | [removed: 202] [added: 152] | | |

| Total current assets (variable interest entities *–* [removed: $43] [added: $65] and [removed: $30)] [added: $43)] | | | [removed: 2,870] [added: 2,614] | | | | | | [removed: 2,871] [added: 2,870] | | |

| Goodwill | | | [removed: 5,032] [added: 5,052] | | | | | | [removed: 5,071] [added: 5,032] | | |

| Brands | | | [removed: 4,840] [added: 4,846] | | | | | | [removed: 4,883] [added: 4,840] | | |

| Management and franchise contracts, net | | | [removed: 887] [added: 1,064] | | | | | | [removed: 758] [added: 887] | | |

| Other intangible assets, net | | | [removed: 161] [added: 173] | | | | | | [removed: 194] [added: 161] | | |

| Operating lease right-of-use assets | | | [removed: 662] [added: 618] | | | | | | [removed: 694] [added: 662] | | |

| Property and equipment, net | | | [removed: 280] [added: 382] | | | | | | [removed: 305] [added: 280] | | |

| Deferred income tax assets | | | [removed: 204] [added: 140] | | | | | | [removed: 213] [added: 204] | | |

| Other | | | [removed: 576] [added: 512] | | | | | | [removed: 452] [added: 576] | | |

| Total intangibles and other assets (variable interest entities *–* [removed: $152] [added: $112] and [removed: $184)] [added: $152)] | | | [removed: 12,642] [added: 12,787] | | | | | | [removed: 12,570] [added: 12,642] | | |

| TOTAL ASSETS | | | $ | [removed: 15,512] [added: 15,401] | | | | | $ | [removed: 15,441] [added: 15,512] | |

February 7, 2024

| Loss on investments in unconsolidated affiliate | | | (92) | | | | | | — | | | | | | — | | |

| Loss on investments in unconsolidated affiliate | | | 92 | | | | | | — | | | | | | — | | |

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

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,141 | | | | | | — | | | | | | 10 | | | | | | 1,151 | | |

| Balance as of December 31, 2023(2) | | | 253.5 | | | | | | $ | 3 | | | | | $ | (8,393) | | | | | $ | 10,968 | | | | | $ | (4,207) | | | | | $ | (731) | | | | | $ | 13 | | | | | $ | (2,347) | |

(1) Amount related to noncontrolling interests was less than $1 million.

(3) Beginning January 1, 2023, amount includes excise tax as imposed by the Inflation Reduction Act of 2022.

We allocate the variable fees to the distinct

*•Direct reimbursements* primarily include payroll and related costs of managed hotels, if the managed hotel employees are legally employed by us.

Direct reimbursements are contractually reimbursed to us by the hotel owners as expenses are incurred.

We have no legal responsibility for the employee liabilities related to certain of our managed properties, predominately those located outside of the U.S., where we are not the legal employer, as well as the employees or the liabilities associated with operating franchised properties.

Our accounts receivable primarily consist of amounts due from the hotel owners with whom we have management and franchise contracts, including the reimbursements that we have incurred on behalf of our managed and franchised properties.

Other revenues primarily includes revenues generated by our purchasing operations for our owned, leased, managed and franchised hotels, as well as from properties outside of our system that participate in our purchasing programs.

Purchasing revenues include any amounts we expect to retain for vendor rebate arrangements related to purchases made directly by managed and franchised properties, as well as properties outside of our system, through our purchasing programs.

Expected credit losses are also recorded on off-balance-sheet commitments, such as guarantees, letters of credit and financing commitments.

We have not recorded any intangible assets for brands that were launched subsequent to the Merger.

When we evaluate our brands intangible assets for potential impairment, generally, we

The assets related to the international management contracts and Hilton Honors, which both had useful lives of 16 years, were fully amortized during the year ended December 31, 2023.

Factors used in the estimate include: (i) an estimate of points that will eventually be redeemed, which includes an estimate of breakage (i.e., points that will never be redeemed), (ii) an estimate of when such points will be redeemed and (iii) an estimate of the cost of reimbursing managed and franchised properties and other third parties for redemptions.

We would discontinue hedge accounting prospectively if we

Upon the exercise of stock options, new shares of our common stock are issued.

balance sheet, depending on whether the instruments granted satisfy the equity or liability classification criteria, respectively.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07 ("ASU 2023-07"), *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* which requires, among other things, the following: (i) enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included in a segment's reported measure of profit or loss; (ii) disclosure of the amount and description of the composition of other segment items, as defined in ASU 2023-07, by reportable segment; and (iii) reporting the disclosures about each reportable segment's profit or loss and assets on an annual and interim basis.

The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods

within fiscal years beginning after December 15, 2024; early adoption is permitted.

We expect ASU 2023-07 to require additional disclosures in the notes to our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09 ("ASU 2023-09"), *Income Taxes (Topic 740): Improvements to Income Tax Disclosures,* which requires, among other things, the following for public business entities: (i) enhanced disclosures of specific categories of reconciling items included in the rate reconciliation, as well as additional information for any of these items meeting certain qualitative and quantitative thresholds; (ii) disclosure of the nature, effect and underlying causes of each individual reconciling item disclosed in the rate reconciliation and the judgment used in categorizing them if not otherwise evident; and (iii) enhanced disclosures for income taxes paid, which includes federal, state, and foreign taxes, as well as for individual jurisdictions over a certain quantitative threshold.

The amendments in ASU 2023-09 eliminate the requirement to disclose the nature and estimate of the range of the reasonably possible change in unrecognized tax benefits for the 12 months after the balance sheet date.

The provisions of ASU 2023-09 are effective for annual periods beginning after December 15, 2024; early adoption is permitted.

We expect ASU 2023-09 to require additional disclosures in the notes to our consolidated financial statements.

| Balance as of December 31, 2023 | | | $ | 1,521 | |

| Accounts receivable, net | | | 17 | | | | | | 13 | | |

(2)Includes current maturities of $19 million and $22 million as of December 31, 2023 and 2022, respectively.

During the year ended December 31, 2023, our consolidated VIEs made payments on borrowings that were outstanding as of December 31, 2022, including partial prepayments of JPY1.5 billion (approximately $10 million) on borrowings that have a maturity date in 2026 and full repayments of JPY2.0 billion (approximately $14 million) on borrowings that had original maturity dates in 2028 and 2029.

Note 5: Loss on Investments in Unconsolidated Affiliate

We provide equity and debt financing to certain unconsolidated affiliates with an objective of supporting the growth of our network.

The assets relating to these investments are classified as other current assets or other non-current assets in our consolidated balance sheet based on the expected maturity date of the respective investment.

In March 2023, as a result of the rise in market-based interest rates, one of our third-party unconsolidated affiliates (the "Fund"), which has underlying investments in certain hotels that we currently manage or franchise, failed to comply with certain requirements of its debt agreements.

As a result, we determined that: (i) our investment in the Fund was fully impaired and (ii) short-term subordinated financing receivables due to us from the Fund were uncollectible.

February 9, 2023

| *Description of the Matter* | | | | | | The Company recognized Other expenses from managed and franchised properties of $5,076 million and General and administrative expenses of $382 million during the year ended December 31, 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 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, 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 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 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. | | |

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

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

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

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

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

| Interest | | | $ | 383 | | | | | $ | 359 | | | | | $ | 433 | |

| Income taxes, net of refunds | | | 389 | | | | | | 181 | | | | | | 79 | | |

| Balance as of December 31, 2019 | | | 279.0 | | | | | | $ | 3 | | | | | $ | (4,169) | | | | | $ | 10,489 | | | | | $ | (5,965) | | | | | $ | (840) | | | | | $ | 10 | | | | | $ | (472) | |

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

| Cumulative effect of the adoption of ASU 2016-13(1) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | — | | | | | | — | | | | | | (10) | | |

____________

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

As of December 31, 2022, we managed, franchised or leased 7,165 hotels and resorts, including timeshare properties, totaling 1,127,430 rooms in 123 countries and territories.

In particular, the coronavirus ("COVID-19") pandemic (the "COVID-19 pandemic" or the "pandemic") had an adverse impact on certain of our results for the years ended December 31, 2022, 2021 and 2020; however, our results experienced significant recovery during the years ended December 31, 2022 and 2021 when compared to the year ended December 31, 2020, the period most impacted by the pandemic.

The years ended December 31, 2022, 2021 and 2020, as well as upcoming periods, may not be comparable to periods prior to the onset of the COVID-19 pandemic or to other periods affected by the pandemic, and are not indicative of future performance.

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

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

failing to adequately complete some or all of its obligations under the contract, including establishing and maintaining the hotel in accordance with our standards.

- *Direct reimbursements* include payroll and related costs and certain other operating costs of the managed and franchised properties' operations, which are contractually reimbursed to us by the property owners as expenses are incurred.

Other revenues include revenues generated by the incidental support of hotel operations for owned, leased, managed and franchised hotels, including purchasing operations, and other operating income.

Purchasing revenues include any amounts received for vendor rebate arrangements that we participate in on behalf of the hotels in our system.

Goodwill

At the time of the Merger, our portfolio of brands, and those for which we recorded intangible assets, consisted of Waldorf Astoria Hotels & Resorts, Conrad Hotels & Resorts, Hilton Hotels & Resorts, DoubleTree by Hilton, Embassy Suites by Hilton, Hilton Garden Inn, Hampton by Hilton, Homewood Suites by Hilton and our timeshare brand, Hilton Grand Vacations.

All brands that were launched subsequent to the Merger, which, as of December 31, 2022, included LXR Hotels & Resorts, Canopy by Hilton, Signia by Hilton, Curio Collection by Hilton, Tapestry Collection by Hilton, Tempo by Hilton, Motto by Hilton, Tru by Hilton and Home2 Suites by Hilton, were not assigned fair values, and we do not have any intangible assets for these brands recorded in our consolidated balance sheets.

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

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

If sufficient information exists to reasonably estimate the fair value of a conditional asset retirement obligation, including environmental remediation liabilities, we recognize the fair value of the obligation when the obligation is incurred, which is generally upon acquisition, construction or development or through the normal operation of the asset.

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

For the contract liabilities related to the pre-sale of Hilton Honors points, a portion is recognized as revenue from licensing fees when the related points are awarded to customers, and the remainder is recognized when customers redeem the Hilton Honors points.

As a result of the COVID-19 pandemic, we temporarily suspended the expiration of Hilton Honors points, and, as a result, our estimates of breakage for both the determination of our liability for guest loyalty program and the amount of revenue

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

We include the current tax impact of both GILTI and the FDII deduction in our effective tax rate.

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

credit and financing to owners of certain hotels that we currently or in the future will manage or franchise, with varying degrees of certainty with respect to the ultimate timing and amount of cash flows that might be expended under such agreements.

The Company maintains a set of disclosure controls and procedures [removed: as that] [added: (as such] term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange [removed: Act,] [added: Act)] that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

On October 27, 2023, Matthew Schuyler, our then Executive Vice President and Chief Brand Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act to sell up to 18,744 shares of the Company's common stock (following the exercise of options that expire in February 2024) between February 12, 2024 and February 16, 2024.

The trading plan will cease upon the earlier of February 16, 2024 and the sale of all shares subject to the trading plan.

Mr. Schuyler moved to a short-term advisory role effective January 1, 2024 and is no longer an officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company.

During the quarter ended December 31, 2023, no other director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

None.

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The [removed: remaining] information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides certain information about common stock that may be issued under our existing equity compensation plans.

The only plan pursuant to which the Company may grant new equity-based awards is the Hilton 2017 Omnibus Incentive Plan, which replaced the Company's 2013 Omnibus Incentive Plan.

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, 2022 under the equity compensation plans.

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

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

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

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

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

____________

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

The number of shares to be issued in respect of performance shares has been calculated based on the assumption that the maximum levels of performance applicable to the performance shares will be achieved.

The RSUs and performance shares cannot be exercised for consideration.

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

| 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)[9](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)] [added: 4.9).](http://www.sec.gov/Archives/edgar/data/1585689/000119312519180093/d762480dex41.htm)] | | |

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

| 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)[6](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] [added: 4.16).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] | | |

| 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)[6](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] [added: 4.16).](http://www.sec.gov/Archives/edgar/data/1585689/000119312520113761/d905755dex41.htm)] | | |

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

| 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)[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)] [added: 4.21).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] | | |

| 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)[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)] [added: 4.21).](http://www.sec.gov/Archives/edgar/data/1585689/000158568920000190/indenture-dec2020.htm)] | | |

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

| 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)[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)] [added: 4.26).](http://www.sec.gov/Archives/edgar/data/1585689/000158568921000008/indenture-feb2021.htm)] | | |

| 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](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm) [](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm)[(incorporated] [added: agent (incorporated] by reference to Exhibit [removed: 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] [added: 10.43 to] the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 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)] [added: 2021).](http://www.sec.gov/Archives/edgar/data/1585689/000158568922000013/amendmentno7tocreditagreem.htm)] | | |

| 10.47 | | | | | | [Amendment No. 8, dated as of December 9, 2022, 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, as further amended by Amendment No. 6 to the Credit Agreement dated as of June 21, 2019, and as further amended by Amendment No. 7 to the Credit Agreement dated as of October 21, 2021, by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Domestic Operating Company, Inc., the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent, collateral agent, swing line lender and L/C issuer and the other lenders party thereto from time to [removed: time.](https://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit1047-hiltonxcredita.htm)] [added: time](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit1047-hiltonxcredita.htm) [(in](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit1047-hiltonxcredita.htm)[corporated by ref](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit1047-hiltonxcredita.htm)[erence to](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit1047-hiltonxcredita.htm) [E](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit1047-hiltonxcredita.htm)[xhibit 10.47 to the Company's](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit1047-hiltonxcredita.htm) [Annual Report on Form 10-K for the year ended](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit1047-hiltonxcredita.htm) [December 31, 2022](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit1047-hiltonxcredita.htm)[)](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit1047-hiltonxcredita.htm)[.](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit1047-hiltonxcredita.htm)] | | |

| 21.1 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit211-202210xk.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit211-subsidiarylistx.htm)] | | |

| 23.1 | | | | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/exhibit231-hilton202210xke.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit231-eyconsent2023.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/1585689/000158568923000036/q42022cert311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/q42023cert311.htm)] | | |

| 31.2 | | | | | | [Certificate of Kevin J. [removed: Jacobs, Executive Vice President and Chief] [added: Jacobs,](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/q42023cert312.htm) [Chief] Financial [removed: Officer,] [added: Officer](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/q42023cert312.htm) [and President, Global Development](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/q42023cert312.htm)[,] pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/q42022cert312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/q42023cert312.htm)] | | |

| 32.1 | | | | | | [Certificate of Christopher J. Nassetta, President and Chief Executive Officer, pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/q42022cert321.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/q42023cert321.htm)] | | |

| 32.2 | | | | | | [Certificate of Kevin J. [removed: Jacobs, Executive Vice President and Chief] [added: Jacobs,](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/q42023cert322.htm) [Chief] Financial [removed: Officer,] [added: Officer](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/q42023cert322.htm) [and](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/q42023cert322.htm) [President, Global Development](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/q42023cert322.htm)[,] pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished [removed: herewith).](https://www.sec.gov/Archives/edgar/data/1585689/000158568923000036/q42022cert322.htm)] [added: herewith).](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/q42023cert322.htm)] | | |

| 10.49 | | | | | | [Form of 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/hilton-2023psuagreementfin.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/hilton-2023psuagreementfin.htm) [Performance Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/hilton-2023psuagreementfin.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/hilton-2023psuagreementfin.htm)[).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/hilton-2023psuagreementfin.htm) | | |

| 10.50 | | | | | | [Form of 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023rsu2yragreement.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023rsu2yragreement.htm) [Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023rsu2yragreement.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023rsu2yragreement.htm)[).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023rsu2yragreement.htm) | | |

| 10.51 | | | | | | [Form of 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023nqstockoptionagreement.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023nqstockoptionagreement.htm) [Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023nqstockoptionagreement.htm)[3](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023nqstockoptionagreement.htm)[).*](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000100/a2023nqstockoptionagreement.htm) | | |

| 10.52 | | | | | | [Second Amendment to Amended and Restated License Agreement, dated as of November 5, 2023, by and between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations, Inc.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit1052-secondamendmen.htm) | | |

| | | | | | | | | |

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

| Exhibit Number | | | | | | Exhibit Description | | |

| 10.53 | | | | | | [Amendment No. 10, dated as of November 8, 2023, 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, as further amended by Amendment No. 6 to the Credit Agreement dated as of June 21, 2019, as further amended by Amendment No. 7 to the Credit Agreement dated as of October 21, 2021, as further amended by Amendment No. 8 to the Credit Agreement dated as of December 9, 2022 and as further amended by Amendment No. 9 to the Credit Agreement dated as of January 5, 2023), by and among Hilton Worldwide Holdings Inc., Hilton Worldwide Parent LLC, Hilton Domestic Operating Company, Inc., the other guarantors party thereto from time to time, Deutsche Bank AG New York Branch as administrative agent and collateral agent and the other lenders party thereto from time to time](http://www.sec.gov/Archives/edgar/data/1585689/000119312523273640/d550144dex101.htm) [](http://www.sec.gov/Archives/edgar/data/1585689/000119312523273640/d550144dex101.htm)[(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000021/exhibit101-conformedcredit.htm) [November](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000021/exhibit101-conformedcredit.htm) [](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000021/exhibit101-conformedcredit.htm)[8](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000021/exhibit101-conformedcredit.htm)[, 2023)](http://www.sec.gov/Archives/edgar/data/1585689/000158568923000021/exhibit101-conformedcredit.htm). | | |

| 10.54 | | | | | | [Separation Agreement and General Release,](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit1054-msagreement.htm) [dated November 30, 2023, between Hilton Domestic Operating Company Inc. and Matthew Schuyler.*](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit1054-msagreement.htm) | | |

| 10.55 | | | | | | [Third Amendment to Amended and Restated License Agreement, dated as of January 16, 2024, by and between Hilton Worldwide Holdings Inc. and Hilton Grand Vacations Inc.](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit1055-hiltonxthirdam.htm) | | |

| 97 | | | | | | [Hilton Worldwide Hol](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit97-hiltonclawbackpo.htm)[d](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit97-hiltonclawbackpo.htm)[ings Inc. Ince](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit97-hiltonclawbackpo.htm)[n](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit97-hiltonclawbackpo.htm)[tive Compensation](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit97-hiltonclawbackpo.htm) [Clawback Policy](https://www.sec.gov/Archives/edgar/data/1585689/000158568924000027/exhibit97-hiltonclawbackpo.htm) | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, [removed: in McLean, Virginia,] on the [removed: 9th] [added: 7th] day of February [removed: 2023.][added: 2024.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated on the [removed: 9th] [added: 7th] day of February [removed: 2023.][added: 2024.]