Hilton Announces Pricing of Senior Notes Offering

MCLEAN, Va.–(BUSINESS WIRE)–Hilton Worldwide Holdings Inc. (NYSE: HLT) (“Hilton”) announced today
that its indirect subsidiary Hilton Domestic Operating Company Inc. (the
“Issuer”) finalized the terms of the Issuer’s offering of $1,000 million
aggregate principal amount of 4.875% Senior Notes due 2030 (the
“Notes”). The Issuer anticipates that consummation of the offering will
occur on June 20, 2019, subject to customary closing conditions, and
intends to use the proceeds of the offering to repay borrowings under
Hilton’s senior secured credit facilities and any remaining proceeds for
general corporate purposes, which may include, but is not limited to,
funding certain share repurchases under Hilton’s share repurchase
program.

The Notes offered have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or any state securities laws.
The Notes may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state
securities laws. The Notes were offered, by the initial purchasers, only
to persons reasonably believed to be “qualified institutional buyers” in
reliance on the exemption from registration provided by Rule 144A under
the Securities Act and to certain non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities Act.

This press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act, and it is neither an offer to sell
nor a solicitation of an offer to buy any securities and shall not
constitute an offer to sell or a solicitation of an offer to buy, or a
sale of, the Notes or any other securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements include
all statements that are not historical facts. In some cases, these
forward-looking statements can be identified by the use of words such as
“outlook,” “believes,” “expects,” “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
Hilton’s control, competition for hotel guests and management and
franchise contracts, risks related to doing business with third-party
hotel owners, performance of Hilton’s information technology systems,
growth of reservation channels outside of Hilton’s system, risks of
doing business outside of the United States of America and Hilton’s
indebtedness. Additional factors that could cause Hilton’s results to
differ materially from those described in the forward-looking statements
can be found under the section entitled “Part I—Item 1A. Risk Factors”
of Hilton’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, filed with the Securities and Exchange Commission
(“SEC”), as such factors may be updated from time to time in Hilton’s
periodic filings with the SEC, which are accessible on the SEC’s website
at www.sec.gov.
Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in
these statements. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements
that are included in this press release and in Hilton’s filings with the
SEC. The Company undertakes 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.

Contacts

Investor Contact
Jill Slattery
+1 703 883 6043

Media Contact
Nigel Glennie
+1 703 883 5262

Hilton Announces Pricing of Senior Notes Offering

MCLEAN, Va.–(BUSINESS WIRE)–Hilton Worldwide Holdings Inc. (NYSE: HLT) (“Hilton”) announced today
that its indirect subsidiary Hilton Domestic Operating Company Inc. (the
“Issuer”) finalized the terms of the Issuer’s offering of $1,000 million
aggregate principal amount of 4.875% Senior Notes due 2030 (the
“Notes”). The Issuer anticipates that consummation of the offering will
occur on June 20, 2019, subject to customary closing conditions, and
intends to use the proceeds of the offering to repay borrowings under
Hilton’s senior secured credit facilities and any remaining proceeds for
general corporate purposes, which may include, but is not limited to,
funding certain share repurchases under Hilton’s share repurchase
program.

The Notes offered have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or any state securities laws.
The Notes may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state
securities laws. The Notes were offered, by the initial purchasers, only
to persons reasonably believed to be “qualified institutional buyers” in
reliance on the exemption from registration provided by Rule 144A under
the Securities Act and to certain non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities Act.

This press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act, and it is neither an offer to sell
nor a solicitation of an offer to buy any securities and shall not
constitute an offer to sell or a solicitation of an offer to buy, or a
sale of, the Notes or any other securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements include
all statements that are not historical facts. In some cases, these
forward-looking statements can be identified by the use of words such as
“outlook,” “believes,” “expects,” “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
Hilton’s control, competition for hotel guests and management and
franchise contracts, risks related to doing business with third-party
hotel owners, performance of Hilton’s information technology systems,
growth of reservation channels outside of Hilton’s system, risks of
doing business outside of the United States of America and Hilton’s
indebtedness. Additional factors that could cause Hilton’s results to
differ materially from those described in the forward-looking statements
can be found under the section entitled “Part I—Item 1A. Risk Factors”
of Hilton’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, filed with the Securities and Exchange Commission
(“SEC”), as such factors may be updated from time to time in Hilton’s
periodic filings with the SEC, which are accessible on the SEC’s website
at www.sec.gov.
Accordingly, there are or will be important factors that could cause
actual outcomes or results to differ materially from those indicated in
these statements. These factors should not be construed as exhaustive
and should be read in conjunction with the other cautionary statements
that are included in this press release and in Hilton’s filings with the
SEC. The Company undertakes 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.

Contacts

Investor Contact
Jill Slattery
+1 703 883 6043

Media Contact
Nigel Glennie
+1 703 883 5262

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