Hilton Worldwide Holdings Inc.

Previous wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, 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," "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. Such forward-looking statements are subject to various risks and uncertainties including, among others, risks inherent to the hospitality industry; macroeconomic factors beyond our control, such as inflation, changes in interest rates, challenges due to labor shortages or disputes and supply chain disruptions; the loss of key senior management personnel; competition for hotel guests and management and franchise contracts; risks related to doing business with third-party hotel owners; performance of our information technology systems; growth of reservation channels outside of our system; risks of doing business outside of the U.S.; risks associated with geopolitical conflicts, including Iran; uncertainty resulting from U.S. and global political trends, tariffs and other policies, including potential barriers to travel, trade and immigration and other geopolitical events; and our indebtedness. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under "Part I—Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission (the "SEC"). We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Current wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, 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," "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. Such forward-looking statements are subject to various risks and uncertainties including, among others, risks inherent to the hospitality industry; macroeconomic factors beyond our control, such as inflation, changes in interest rates, challenges due to labor shortages or disputes and supply chain disruptions; the loss of key senior management personnel; competition for hotel guests and management and franchise contracts; risks related to doing business with third-party hotel owners; performance of our information technology systems; growth of reservation channels outside of our system; risks of doing business outside of the U.S.; risks associated with geopolitical conflicts, including Iran; uncertainty resulting from U.S. and global political trends, tariffs and other policies, including potential barriers to travel, trade and immigration and other geopolitical events; and our indebtedness. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under "Part I—Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission (the "SEC"). We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Previous wording

Hilton is one of the largest global hospitality companies, with 9,453 properties comprising 1,384,842 rooms in 144 countries and territories as of June 30, 2026. Our premier brand portfolio includes luxury, lifestyle, full service, focused service and all-suites brands, as well as timeshare brands. As of June 30, 2026, we had 260 million members in our award-winning guest loyalty program, Hilton Honors, an increase of 15 percent from June 30, 2025.

Current wording

Hilton is one of the largest global hospitality companies, with 9,620 properties comprising 1,408,417 rooms in 144 countries and territories as of September 30, 2026. Our premier brand portfolio includes luxury, lifestyle, full service, focused service and all-suites brands, as well as timeshare brands. As of September 30, 2026, we had 270 million members in our award-winning guest loyalty program, Hilton Honors, an increase of 15 percent from September 30, 2025.

Previous wording

(2)Represents room additions, net of rooms removed from our system. Net unit growth from June 30, 2025 to June 30, 2026 was 6.1 percent.

Current wording

(2)Represents room additions, net of rooms removed from our system. Net unit growth from September 30, 2025 to September 30, 2026 was 6.0 percent.

Previous wording

(3)The hotels in our development pipeline were under development throughout 132 countries and territories, including 26 countries and territories where we had no existing hotels, with almost half of the rooms under construction and more than half of the rooms located outside of the U.S. Rooms under construction include rooms for hotels under construction or operating hotels that are in the process of conversion to our system. Nearly all of the rooms in our development pipeline will be in our management and franchise segment upon opening. We do not consider any individual development project to be material to us.

Current wording

(3)The hotels in our development pipeline were under development throughout 135 countries and territories, including 26 countries and territories where we had no existing hotels, with nearly half of the rooms under construction and more than half of the rooms located outside of the U.S. Rooms under construction include rooms for hotels under construction or operating hotels that are in the process of conversion to our system. Nearly all of the rooms in our development pipeline will be in our management and franchise segment upon opening. We do not consider any individual development project to be material to us.

Previous wording

We define our comparable hotels as those that were active and operating in our system for at least one full calendar year and were open January 1st of the previous year. We exclude hotels that have undergone a change in brand or ownership type or a large-scale capital project during the current or comparable periods or otherwise do not have available comparable results, such as those that have sustained substantial property damage or encountered business interruption. We exclude strategic partner hotels from our comparable hotels. Of the 9,332 hotels in our system as of June 30, 2026, 562 hotels were strategic partner hotels and 6,808 hotels were classified as comparable hotels. Our 1,962 non-comparable hotels as of June 30, 2026 included (i) 988 hotels that were added to our system after January 1, 2025 or that have undergone a change in brand or ownership type during the current or comparable periods reported and (ii) 974 hotels that were removed from the comparable group for the current or comparable periods reported because they underwent or are undergoing large-scale capital projects, sustained substantial property damage, encountered business interruption or comparable results were otherwise not available for them.

Current wording

We define our comparable hotels as those that were active and operating in our system for at least one full calendar year and were open January 1st of the previous year. We exclude hotels that have undergone a change in brand or ownership type or a large-scale capital project during the current or comparable periods or otherwise do not have available comparable results, such as those that have sustained substantial property damage or encountered business interruption. We exclude strategic partner hotels from our comparable hotels. Of the 9,494 hotels in our system as of September 30, 2026, 585 hotels were strategic partner hotels and 6,679 hotels were classified as comparable hotels. Our 2,230 non-comparable hotels as of September 30, 2026 included (i) 1,143 hotels that were added to our system after January 1, 2025 or that have undergone a change in brand or ownership type during the current or comparable periods reported and (ii) 1,087 hotels that were removed from the comparable group for the current or comparable periods reported because they underwent or are undergoing large-scale capital projects, sustained substantial property damage, encountered business interruption or comparable results were otherwise not available for them.

Previous wording

References to occupancy, ADR and RevPAR are presented on a comparable basis, based on the comparable hotels as of June 30, 2026, and references to ADR and RevPAR are presented on a currency neutral basis, unless otherwise noted. As such, comparisons of these hotel operating statistics for the three and six months ended June 30, 2026 and 2025 use foreign currency exchange rates for the three and six months ended June 30, 2026, respectively.

Current wording

References to occupancy, ADR and RevPAR are presented on a comparable basis, based on the comparable hotels as of September 30, 2026, and references to ADR and RevPAR are presented on a currency neutral basis, unless otherwise noted. As such, comparisons of these hotel operating statistics for the three and nine months ended September 30, 2026 and 2025 use foreign currency exchange rates for the three and nine months ended September 30, 2026, respectively.

Previous wording

System-wide RevPAR increased during the three and six months ended June 30, 2026, primarily due to improvements in system-wide ADR, which included the impact of inflation, and special events. In the U.S., for both the three and six months ended June 30, 2026, RevPAR increased due to strength in business and group, as well as growth in leisure aided by the World Cup. The increases in RevPAR in the Americas region, excluding the U.S., were attributable to increases in rate for both the three and six months ended June 30, 2026, resulting from group travel, particularly in the Caribbean and South America, as well as in Canada for the three months ended June 30, 2026. Europe was positively impacted by strength across business, leisure and group for the three months ended June 30, 2026, with the six months ended June 30, 2026 also benefitting from the Winter Olympics, which drove increases in leisure and group demand. MEA RevPAR decreased during both the three and six months ended June 30, 2026 as a result of the ongoing geopolitical conflict in the Middle East, with results for the six months ended June 30, 2026 partially offset by increased demand in January and February for special events. RevPAR in Asia Pacific for the periods increased, driven primarily by increases in leisure travel and overall strength in Japan and Korea, as well an increase in business travel for the three months ended June 30, 2026, partially offset by decreases in RevPAR in China due to a decline in group travel resulting from continued government restrictions.

Current wording

System-wide RevPAR increased during the three and nine months ended September 30, 2026, due to increases in both system-wide ADR and occupancy. In the U.S., for both the three and nine months ended September 30, 2026, RevPAR increased due to strength in business and group and also benefited from growth in leisure aided by the World Cup. The three months ended September 30, 2026 also benefited from favorable calendar and holiday shifts. The increases in RevPAR in the Americas region, excluding the U.S., were primarily attributable to increases in rate for both the three and nine months ended September 30, 2026, resulting from increased business and group travel, as well as strength across Canada and South America. In Europe, for both the three and nine months ended September 30, 2026, RevPAR increased, driven primarily by growth in business and group, with both periods benefiting from special events, including, for the nine months ended September 30, 2026, the Winter Olympics, which drove increases in leisure and group demand. MEA RevPAR decreased during both the three and nine months ended September 30, 2026 as a result of ongoing geopolitical conflict in the Middle East, with results for the nine months ended September 30, 2026 partially offset by increased demand in January and February 2026 for special events. RevPAR in Asia Pacific decreased for the three months ended September 30, 2026, but increased for the nine months ended September 30, 2026, with both periods benefiting from growth outside of China, particularly in Japan and Korea, as well as from increases in business and group travel. Both periods were impacted by decreases in RevPAR in China due to declines in leisure travel resulting from softer consumer sentiment and business and group travel due to continued government restrictions.

Previous wording

(2)Amounts for the three and six months ended June 30, 2025 include expected future credits losses on financing receivables. Amount for the six months ended June 30, 2025 also includes restructuring costs related to one of our leased hotels. Amounts for all periods include losses (gains) related to severance and other items, including non-cash charges, such as net losses (gains) related to certain of our investments in unconsolidated affiliates.

Current wording

(2)Amounts for the three and nine months ended September 30, 2026 include a loss related to the deconsolidation of a subsidiary which previously leased a hotel. Amount for the nine months ended September 30, 2025 includes expected credit losses on financing receivables and restructuring costs related to one of our leased hotels. Amounts for all periods include losses (gains) related to severance and other items, including non-cash charges, such as net losses (gains) related to certain of our investments in unconsolidated affiliates.

Previous wording

The currency neutral increases in franchise fees at our comparable franchised hotels of $26 million and $44 million for the three and six months ended June 30, 2026, respectively, were primarily due to increases in RevPAR. During the three months ended June 30, 2026, RevPAR at our comparable franchised hotels increased 4.6 percent, due to increases in occupancy of 1.3 percentage points and ADR of 2.9 percent. During the six months ended June 30, 2026, RevPAR at our comparable franchised hotels increased 4.3 percent, due to increases in occupancy of 1.5 percentage points and ADR of 2.1 percent.

Current wording

The currency neutral increases in franchise fees at our comparable franchised hotels of $29 million and $73 million for the three and nine months ended September 30, 2026, respectively, were primarily due to increases in RevPAR. During the three months ended September 30, 2026, RevPAR at our comparable franchised hotels increased 5.8 percent, due to increases in occupancy of 1.6 percentage points and ADR of 3.6 percent. During the nine months ended September 30, 2026, RevPAR at our comparable franchised hotels increased 4.9 percent, due to increases in occupancy of 1.6 percentage points and ADR of 2.7 percent.

Previous wording

The increases in franchise fees included net increases of $15 million and $28 million during the three and six months ended June 30, 2026, respectively as a result of net hotel additions between the periods. The increase in franchise fees for the three months ended June 30, 2026 was partially offset by a $17 million decrease in termination fees. The increase in franchise fees for the six months ended June 30, 2026 also included an increase of $15 million in termination fees.

Current wording

The increases in franchise fees included net increases of $16 million and $46 million during the three and nine months ended September 30, 2026, respectively, as a result of net hotel additions between the periods, as well as increases of $11 million and $15 million during the three and nine months ended September 30, 2026, respectively, related to non-comparable hotels that underwent or are undergoing large-scale capital projects, sustained substantial property damage in a prior or current period, encountered business interruption in a prior or current period or comparable results were otherwise not available for them. The increase in franchise fees for the nine months ended September 30, 2026 also includes an increase of $17 million in termination fees.

Previous wording

Licensing fees increased $34 million and $42 million for the three and six months ended June 30, 2026, respectively, as a result of increases in fees from our strategic partnerships, primarily resulting from activity under our co-branded credit card arrangements, HGV and branded residential fees. Increased fees from HGV were the result of increased timeshare revenues earned by HGV, inclusive of the impact of adding new timeshare properties to our system between the periods.

Current wording

Licensing fees increased $15 million and $57 million for the three and nine months ended September 30, 2026, respectively, as a result of increases in fees from our strategic partnerships, primarily resulting from activity under our co-branded credit card arrangements, HGV and branded residential fees. Increased fees from HGV were the result of increased timeshare revenues earned by HGV, inclusive of the impact of adding new timeshare properties to our system between the periods.

Previous wording

The increases in base management fees were primarily due to increases at our comparable managed hotels as a result of increases in RevPAR. During the three months ended June 30, 2026, RevPAR at our comparable managed hotels increased 1.9 percent, due to an increase in ADR of 2.1 percent, partially offset by a decrease in occupancy of 0.1 percent. During the six months ended June 30, 2026, RevPAR at our comparable managed hotels increased 3.1 percent, due to increases in occupancy of 0.7 percentage points and ADR of 2.1 percent.

Current wording

The currency neutral increase in base management fees at our comparable managed hotels of $12 million for the nine months ended September 30, 2026 was primarily due to increased RevPAR. During the nine months ended September 30, 2026, RevPAR at our comparable managed hotels increased 4.0 percent, due to increases in occupancy of 0.6 percentage points and ADR of 3.1 percent. Management fees also increased $5 million as a result of net hotel additions between the periods. These increases were partially offset by an $8 million decrease in termination fees.

Previous wording

The decrease in incentive management fees for the three months ended June 30, 2026 was primarily due to conflicts in certain regions.

Current wording

The increase in incentive management fees for the three months ended September 30, 2026 was primarily attributable to increased hotel profitability.

Previous wording

The $21 million decrease in ownership revenues for the three months ended June 30, 2026 included a currency neutral decrease of $18 million and a $3 million decrease resulting from unfavorable fluctuations in foreign currency exchange rates. The $6 million decrease in ownership revenues for the six months ended June 30, 2026 included a currency neutral decrease of $16 million, partially offset by a $10 million increase resulting from favorable fluctuations in foreign currency exchange rates.

Current wording

The $18 million decrease in ownership revenues for the three months ended September 30, 2026 included a currency neutral decrease of $12 million and a $6 million decrease resulting from unfavorable fluctuations in foreign currency exchange rates. The $24 million decrease in ownership revenues for the nine months ended September 30, 2026 included a currency neutral decrease of $28 million, partially offset by a $4 million increase resulting from favorable fluctuations in foreign currency exchange rates.

Previous wording

Revenues from our non-comparable hotels within our ownership segment decreased $14 million and $20 million for the three and six months ended June 30, 2026, respectively, on a currency neutral basis, primarily due to hotels that underwent or are undergoing a renovation. The decrease for the six months ended June 30, 2026 was also due to a hotel that exited our system between the periods.

Current wording

Revenues from our non-comparable hotels within our ownership segment decreased $14 million and $35 million for the three and nine months ended September 30, 2026, respectively, on a currency neutral basis, primarily due to hotels that underwent or are undergoing a renovation. The decrease for the nine months ended September 30, 2026 was also due to a hotel that exited our system between the periods.

Previous wording

The increase in other revenues for the six months ended June 30, 2026 was primarily related to an increase in vendor incentives for activity related to our purchasing operations.

Current wording

The increases in other revenues for the three and nine months ended September 30, 2026 were primarily related to increases in vendor incentives for activity related to our purchasing operations.

Previous wording

The $17 million and $39 million decreases in ownership expenses, on a currency neutral basis, from our non-comparable hotels within our ownership segment during the three and six months ended June 30, 2026, respectively, were primarily due to hotels that are undergoing renovations. The decrease for the six months ended June 30, 2026 also relates to a hotel that exited our system between the periods.

Current wording

The $9 million and $48 million decreases in ownership expenses, on a currency neutral basis, from our non-comparable hotels within our ownership segment during the three and nine months ended September 30, 2026, respectively, were primarily due to hotels that are undergoing renovations. The decrease for the nine months ended September 30, 2026 was also due to a hotel that exited our system between the periods.

Previous wording

The increases in depreciation and amortization expenses were primarily related to software placed in service between the periods.

Current wording

The increases in depreciation and amortization expenses were primarily related to additional finance lease assets and software placed in service between the periods.

Previous wording

In May 2025, we repaid, at maturity, all $500 million in aggregate principal amount of the 5.375% Senior Notes due 2025 (the "2025 Senior Notes"). In both July 2025 and December 2025, we issued $1.0 billion Senior Notes (the "July 2025 Senior Notes Issuance" and the "December 2025 Senior Notes Issuance," respectively) for a total aggregate principal amount of $2.0 billion. In December 2025, we also redeemed all $500 million in aggregate principal amount of the 5.750% Senior Notes due 2028 (the "2028 Senior Notes").

Current wording

In May 2025, we repaid, at maturity, all $500 million in aggregate principal amount of the 5.375% Senior Notes due 2025 (the "2025 Senior Notes"). In both July 2025 and December 2025, we issued $1.0 billion of Senior Notes (the "July 2025 Senior Notes Issuance" and the "December 2025 Senior Notes Issuance," respectively) for a total aggregate principal amount of $2.0 billion. In December 2025, we also redeemed all $500 million in aggregate principal amount of the 5.750% Senior Notes due 2028 (the "2028 Senior Notes").

Previous wording

During the three and six months ended June 30, 2026, the increases in interest expense were primarily attributable to increases of $37 million and $66 million, respectively, due to the July 2025 Senior Notes Issuance, December 2025 Senior Notes Issuance and May 2026 Senior Notes Issuance. The increases in interest expense were also attributable to increases of $13 million and $16 million, respectively, due to the expiration of the interest rate swap used to mitigate floating interest rate risk in March 2026. During the three and six months ended June 30, 2026, the increases were partially offset by decreases in interest expense of $10 million and $24 million, respectively, due to the repayment of the 2025 Senior Notes and the 2028 Senior Notes in 2025, and decreases in interest expense on the Term Loans of $5 million and $10 million, respectively, due to decreases in one-month SOFR for the comparable periods.

Current wording

During the three months ended September 30, 2026, the increase in interest expense was primarily attributable to an increase of $29 million due to the December 2025 Senior Notes Issuance and the May 2026 Senior Notes Issuance. During the nine months ended September 30, 2026, the increase in interest expense was primarily attributable to an increase of $96 million due to the July 2025 Senior Notes Issuance, December 2025 Senior Notes Issuance and May 2026 Senior Notes Issuance. During the three and nine months ended September 30, 2026, the increases in interest expense were also attributable to increases of $14 million and $30 million, respectively, due to the expiration of the interest rate swap used to mitigate floating interest rate risk in March 2026. During the three and nine months ended September 30, 2026, the increases were partially offset by decreases in interest expense of $7 million and $22 million, respectively, due to the repayment of the 2028 Senior Notes in 2025, and decreases in interest expense on the Term Loans of $5 million and $15 million, respectively, due to decreases in average one-month SOFR for the comparable periods. The increase for the nine months ended September 30, 2026 was also partially offset by a decrease of $9 million in interest expense due to the repayment of the 2025 Senior Notes.

Previous wording

The net gains and losses on foreign currency transactions are the result of changes in foreign currency exchange rates, including on certain intercompany financing arrangements, such as short-term cross-currency intercompany loans, as well as transactions denominated in foreign currencies.

Current wording

The net losses on foreign currency transactions are the result of changes in foreign currency exchange rates, including on certain intercompany financing arrangements, such as short-term cross-currency intercompany loans, as well as transactions denominated in foreign currencies.

Previous wording

The net change in other non-operating income, net during the three months ended June 30, 2026 was due to a decrease in expected future credit losses on financing receivables. The net change for the six months ended June 30, 2026 was driven by a decrease in interest income due to decreased interest rates and a lower average cash balance, offset by a decrease in expected future credit losses on financing receivables.

Current wording

The net change in other non-operating income (loss), net during the three months ended September 30, 2026 was primarily driven by a decrease in losses on investments in unconsolidated affiliates year over year. The net increase in other non-operating income, net during the nine months ended September 30, 2026 was primarily driven by a decrease in losses on investments in unconsolidated affiliates year over year and a decrease in expected credit losses on financing receivables during the nine months ended September 30, 2025, partially offset by a decrease in interest income due to decreased average interest rates and a lower average cash balance.

Previous wording

The increases in income tax expense during the three and six months ended June 30, 2026 were primarily attributable to increases in income before income taxes during the respective periods.

Current wording

The increases in income tax expense during the three and nine months ended September 30, 2026 were primarily attributable to increases of $30 million and $69 million, respectively, resulting from increases in income before income taxes, with both periods partially offset by a $26 million decrease attributable to an increase in tax credits.

Previous wording

As of June 30, 2026, our management and franchise segment included 882 managed and 8,525 franchised and licensed properties, which included 121 timeshare and 562 strategic partner hotels, consisting of 1,369,556 total rooms, and our ownership segment included 46 hotels consisting of 15,286 total rooms. Refer to Note 10: "Business Segments" in our unaudited condensed consolidated financial statements for reconciliations of revenues for our reportable segments to consolidated total revenues and of segment Adjusted EBITDA to consolidated income before income taxes.

Current wording

As of September 30, 2026, our management and franchise segment included 892 managed and 8,683 franchised and licensed properties, which included 126 timeshare and 585 strategic partner hotels, consisting of 1,393,536 total rooms, and our ownership segment included 45 hotels consisting of 14,881 total rooms. Refer to Note 10: "Business Segments" in our unaudited condensed consolidated financial statements for reconciliations of revenues for our reportable segments to consolidated total revenues and of segment Adjusted EBITDA to consolidated income before income taxes.

Previous wording

Franchise and licensing fees and total management fees, including fees charged to our ownership segment and excluding amortization of contract acquisition costs, reflects our management and franchise segment revenues and segment Adjusted EBITDA. Our ownership segment Adjusted EBITDA reflects revenues from consolidated hotels within our ownership segment, less (i) ownership expenses, excluding FF&E replacement reserves expenses, share-based compensation expenses and certain other items, less (ii) fees charged by our management and franchise segment to our ownership segment, plus (iii) income (loss) from hotels owned or leased by entities in which we own a noncontrolling financial interest. For the three and six months ended June 30, 2026, refer to "—Revenues" for further discussion of the changes in our franchise and licensing fees and total management fees as well as for further discussion of the changes in revenues from our ownership segment. Refer to "—Operating Expenses" for further discussion of the changes in our ownership segment expenses.

Current wording

Franchise and licensing fees and total management fees, including fees charged to our ownership segment and excluding amortization of contract acquisition costs, reflect our management and franchise segment revenues and segment Adjusted EBITDA. Our ownership segment Adjusted EBITDA reflects revenues from consolidated hotels within our ownership segment, less (i) ownership expenses, excluding FF&E replacement reserves expenses, share-based compensation expenses and certain other items, less (ii) fees charged by our management and franchise segment to our ownership segment, plus (iii) income (loss) from hotels owned or leased by entities in which we own a noncontrolling financial interest. For the three and nine months ended September 30, 2026, refer to "—Revenues" for further discussion of the changes in our franchise and licensing fees and total management fees as well as for further discussion of the changes in revenues from our ownership segment. Refer to "—Operating Expenses" for further discussion of the changes in our ownership segment expenses.

Previous wording

As of June 30, 2026, we had total cash and cash equivalents of $1,064 million, including $55 million of restricted cash and cash equivalents. The majority of our restricted cash and cash equivalents is related to cash collateral and cash held for FF&E reserves.

Current wording

As of September 30, 2026, we had total cash and cash equivalents of $830 million, including $56 million of restricted cash and cash equivalents. The majority of our restricted cash and cash equivalents is related to cash collateral and cash held for FF&E reserves.

Previous wording

In March 2026, we amended the credit agreement governing our Revolving Credit Facility to extend the maturity date, which we expect to be March 2031, and reprice the rate on amounts outstanding to SOFR plus 1.00%. During the three months ended June 30, 2026, we borrowed and subsequently repaid an aggregate of $565 million under the Revolving Credit Facility. In May 2026, we issued the 5.500% 2031 Senior Notes and used a portion of the net proceeds to fully repay borrowings drawn under the Revolving Credit Facility earlier in the period. Refer to Note 4: "Debt" in our unaudited condensed consolidated financial statements for additional information. Except for the amendment to the credit agreement governing our Revolving Credit Facility in March 2026 and the May 2026 Senior Notes Issuance, there were no material changes to our contractual obligations from what we previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Current wording

In March 2026, we amended the credit agreement governing our Revolving Credit Facility to extend the maturity date, which we expect to be March 2031, and reprice the rate on amounts outstanding to SOFR plus 1.00%. During the nine months ended September 30, 2026, we borrowed and subsequently repaid an aggregate of $565 million under the Revolving Credit Facility. In May 2026, we issued the 5.500% 2031 Senior Notes and used a portion of the net proceeds to fully repay borrowings drawn under the Revolving Credit Facility earlier in the period. Refer to Note 4: "Debt" in our unaudited condensed consolidated financial statements for additional information. Except for the amendment to the credit agreement governing our Revolving Credit Facility in March 2026 and the May 2026 Senior Notes Issuance, there were no material changes to our contractual obligations from what we previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Previous wording

During the six months ended June 30, 2026, we repurchased approximately 5.6 million shares of our common stock for $1,757 million, excluding the excise tax on share repurchases. As of June 30, 2026, approximately $3.0 billion remained available for share repurchases under our stock repurchase program.

Current wording

During the nine months ended September 30, 2026, we repurchased approximately 8.2 million shares of our common stock for $2,602 million, excluding the excise tax on share repurchases. As of September 30, 2026, approximately $2.2 billion remained available for share repurchases under our stock repurchase program.

Previous wording

Cash flows from operating activities were primarily generated from management, franchise and licensing fee revenue. The decrease in net cash inflows during the period was primarily due to a $285 million increase in income tax payments due to timing. The decrease was partially offset by an increase in cash inflows generated from management, franchise and licensing fees, discussed in "—Revenues," largely as a result of revenues from our comparable managed and franchised hotels driven by an increase in RevPAR, as well as revenues from net franchise hotel additions and licensing fees from our strategic partnerships.

Current wording

Cash flows from operating activities were primarily generated from management, franchise and licensing fee revenue. The decrease in net cash inflows during the period was primarily due to a $401 million increase in income tax payments due to timing. The decrease was partially offset by an increase in cash inflows generated from management, franchise and licensing fees, discussed in "—Revenues," largely as a result of revenues from our comparable managed and franchised hotels driven by an increase in RevPAR, as well as revenues from net franchise hotel additions and licensing fees from our strategic partnerships.

Previous wording

The decrease in net cash used in financing activities was attributable to (i) a cash inflow of $1.0 billion from the May 2026 Senior Notes Issuance during the six months ended June 30, 2026 and (ii) a cash outflow of $500 million for the repayment of the 2025 Senior Notes during the six months ended June 30, 2025. The decrease in net cash used was partially offset by (i) net borrowings of $290 million under the Revolving Credit Facility during the six months ended June 30, 2025 and (ii) an increase of $143 million in cash outflows for share repurchases for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

The decrease in net cash used in financing activities was attributable to a cash outflow of $500 million for the repayment of the 2025 Senior Notes during the nine months ended September 30, 2025, partially offset by an increase of $230 million in cash outflows for share repurchases for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous wording

As of June 30, 2026, our total indebtedness, excluding the deduction for unamortized deferred financing costs and discount, was approximately $13.4 billion. No debt amounts were outstanding under the Revolving Credit Facility, which had an available borrowing capacity of $1,894 million after considering $106 million of letters of credit outstanding. For additional information on our total indebtedness and guarantees on our debt, refer to Note 4: "Debt" in our unaudited condensed consolidated financial statements.

Current wording

As of September 30, 2026, our total indebtedness, excluding the deduction for unamortized deferred financing costs and discount, was approximately $13.5 billion. No debt amounts were outstanding under the Revolving Credit Facility, which had an available borrowing capacity of $1,894 million after considering $106 million of letters of credit outstanding. For additional information on our total indebtedness and guarantees on our debt, refer to Note 4: "Debt" in our unaudited condensed consolidated financial statements.

Previous wording

If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to reduce capital expenditures or issue additional equity securities. We do not have any material indebtedness outstanding that matures until April 2029, other than $600 million of outstanding senior notes due April 2027. We believe that we have sufficient sources of liquidity and access to debt financing to address the repayment of the April 2027 Senior Notes at or prior to their maturity date as well as all indebtedness that becomes due thereafter. Our ability to make scheduled principal payments and to pay interest on our debt depends on our future operating performance, which is subject to general conditions in or affecting the hospitality industry that may be beyond our control.

Current wording

If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to reduce capital expenditures or issue additional equity securities. We do not have any material indebtedness outstanding that matures until April 2029, other than the $600 million 2027 Senior Notes due April 2027. We believe that we have sufficient sources of liquidity and access to debt financing to address the repayment of the 2027 Senior Notes at or prior to their maturity date as well as all indebtedness that becomes due thereafter. Our ability to make scheduled principal payments and to pay interest on our debt depends on our future operating performance, which is subject to general conditions in or affecting the hospitality industry that may be beyond our control.

Previous wording

The preparation of our unaudited condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and, during the six months ended June 30, 2026, there were no material changes to those critical accounting estimates that were previously disclosed.

Current wording

The preparation of our unaudited condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed the estimates and assumptions that we believe are critical because they involve a higher degree of judgment in their application and are based on information that is inherently uncertain in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and, during the nine months ended September 30, 2026, there were no material changes to those critical accounting estimates that were previously disclosed.