Condensed Consolidating Guarantor Financial Information | Condensed Consolidating Guarantor Financial Information In October 2013, Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. (the "Subsidiary Issuers"), entities formed in August 2013 that are 100 percent owned by the Parent, issued $1.5 billion of 5.625% senior notes due in 2021 (the "Senior Notes"). The obligations of the Subsidiary Issuers are guaranteed jointly and severally on a senior unsecured basis by the Parent and certain of the Parent's 100 percent owned domestic restricted subsidiaries (the "Guarantors"). The indenture that governs the Senior Notes provides that any subsidiary of the Company that provides a guarantee of a senior secured credit facility consisting of the Revolving Credit Facility and the Term Loans (the "Senior Secured Credit Facility") will guarantee the Senior Notes. None of our foreign subsidiaries or U.S. subsidiaries owned by foreign subsidiaries or conducting foreign operations; our non-wholly owned subsidiaries; our subsidiaries that secure the CMBS Loan and $450 million in mortgage loans; or certain of our special purpose subsidiaries formed in connection with our Timeshare Facility and Securitized Timeshare Debt guarantee the Senior Notes (collectively, the "Non-Guarantors"). The guarantees are full and unconditional, subject to certain customary release provisions. The indenture that governs the Senior Notes provides that any Guarantor may be released from its guarantee so long as: (a) the subsidiary is sold or sells all of its assets; (b) the subsidiary is released from its guaranty under the Senior Secured Credit Facility; (c) the subsidiary is declared "unrestricted" for covenant purposes; or (d) the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied. The following schedules present the condensed consolidating financial information as of March 31, 2016 and December 31, 2015 , and for the three months ended March 31, 2016 and 2015 , for the Parent, Subsidiary Issuers, Guarantors and Non-Guarantors. March 31, 2016 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) ASSETS Current Assets: Cash and cash equivalents $ — $ — $ 257 $ 435 $ — $ 692 Restricted cash and cash equivalents — — 161 120 — 281 Accounts receivable, net — — 541 372 — 913 Intercompany receivables — — 69 — (69 ) — Inventories — — 447 22 — 469 Current portion of financing receivables, net — — 52 72 — 124 Prepaid expenses — — 83 123 (13 ) 193 Income taxes receivable — — 28 — — 28 Other — — 7 31 — 38 Total current assets — — 1,645 1,175 (82 ) 2,738 Property, Intangibles and Other Assets: Property and equipment, net — — 300 8,820 (22 ) 9,098 Financing receivables, net — — 489 408 — 897 Investments in affiliates — — 81 46 — 127 Investments in subsidiaries 6,226 11,946 5,271 — (23,443 ) — Goodwill — — 3,851 2,039 — 5,890 Brands — — 4,405 515 — 4,920 Management and franchise contracts, net — — 847 267 — 1,114 Other intangible assets, net — — 386 177 — 563 Deferred income tax assets 11 6 — 77 (17 ) 77 Other — 9 180 108 — 297 Total property, intangibles and other assets 6,237 11,961 15,810 12,457 (23,482 ) 22,983 TOTAL ASSETS $ 6,237 $ 11,961 $ 17,455 $ 13,632 $ (23,564 ) $ 25,721 LIABILITIES AND EQUITY Current Liabilities: Accounts payable, accrued expenses and other $ — $ 60 $ 1,536 $ 668 $ (13 ) $ 2,251 Intercompany payables — — — 76 (76 ) — Current maturities of long-term debt — (12 ) — 109 — 97 Current maturities of timeshare debt — — — 96 — 96 Income taxes payable — — 63 38 — 101 Total current liabilities — 48 1,599 987 (89 ) 2,545 Long-term debt — 5,663 54 4,161 — 9,878 Timeshare debt — — — 377 — 377 Deferred revenues — — 228 — — 228 Deferred income tax liabilities — — 2,005 2,605 (17 ) 4,593 Liability for guest loyalty program — — 803 — — 803 Other — 24 820 248 — 1,092 Total liabilities — 5,735 5,509 8,378 (106 ) 19,516 Equity: Total Hilton stockholders' equity 6,237 6,226 11,946 5,286 (23,458 ) 6,237 Noncontrolling interests — — — (32 ) — (32 ) Total equity 6,237 6,226 11,946 5,254 (23,458 ) 6,205 TOTAL LIABILITIES AND EQUITY $ 6,237 $ 11,961 $ 17,455 $ 13,632 $ (23,564 ) $ 25,721 December 31, 2015 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) ASSETS Current Assets: Cash and cash equivalents $ — $ — $ 223 $ 386 $ — $ 609 Restricted cash and cash equivalents — — 148 99 — 247 Accounts receivable, net — — 501 375 — 876 Intercompany receivables — — 89 — (89 ) — Inventories — — 419 23 — 442 Current portion of financing receivables, net — — 55 74 — 129 Prepaid expenses — — 39 129 (21 ) 147 Income taxes receivable — — 120 — (23 ) 97 Other — — 9 29 — 38 Total current assets — — 1,603 1,115 (133 ) 2,585 Property, Intangibles and Other Assets: Property and equipment, net — — 304 8,815 — 9,119 Financing receivables, net — — 451 436 — 887 Investments in affiliates — — 94 44 — 138 Investments in subsidiaries 6,166 11,854 5,232 — (23,252 ) — Goodwill — — 3,851 2,036 — 5,887 Brands — — 4,405 514 — 4,919 Management and franchise contracts, net — — 877 272 — 1,149 Other intangible assets, net — — 402 184 — 586 Deferred income tax assets 24 3 — 78 (27 ) 78 Other — 9 165 100 — 274 Total property, intangibles and other assets 6,190 11,866 15,781 12,479 (23,279 ) 23,037 TOTAL ASSETS $ 6,190 $ 11,866 $ 17,384 $ 13,594 $ (23,412 ) $ 25,622 LIABILITIES AND EQUITY Current Liabilities: Accounts payable, accrued expenses and other $ — $ 39 $ 1,542 $ 646 $ (21 ) $ 2,206 Intercompany payables — — — 89 (89 ) — Current maturities of long-term debt — (12 ) — 106 — 94 Current maturities of timeshare debt — — — 110 — 110 Income taxes payable — — 6 50 (23 ) 33 Total current liabilities — 27 1,548 1,001 (133 ) 2,443 Long-term debt — 5,659 54 4,144 — 9,857 Timeshare debt — — — 392 — 392 Deferred revenues — — 282 1 — 283 Deferred income tax liabilities — — 2,041 2,616 (27 ) 4,630 Liability for guest loyalty program — — 784 — — 784 Other 205 14 821 242 — 1,282 Total liabilities 205 5,700 5,530 8,396 (160 ) 19,671 Equity: Total Hilton stockholders' equity 5,985 6,166 11,854 5,232 (23,252 ) 5,985 Noncontrolling interests — — — (34 ) — (34 ) Total equity 5,985 6,166 11,854 5,198 (23,252 ) 5,951 TOTAL LIABILITIES AND EQUITY $ 6,190 $ 11,866 $ 17,384 $ 13,594 $ (23,412 ) $ 25,622 Three Months Ended March 31, 2016 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Revenues Owned and leased hotels $ — $ — $ 52 $ 922 $ (7 ) $ 967 Management and franchise fees and other — — 334 80 (28 ) 386 Timeshare — — 309 17 — 326 — — 695 1,019 (35 ) 1,679 Other revenues from managed and franchised properties — — 1,216 113 (258 ) 1,071 Total revenues — — 1,911 1,132 (293 ) 2,750 Expenses Owned and leased hotels — — 43 738 (25 ) 756 Timeshare — — 219 4 (6 ) 217 Depreciation and amortization — — 80 89 — 169 Impairment loss — — — 15 — 15 General, administrative and other — — 82 35 (4 ) 113 — — 424 881 (35 ) 1,270 Other expenses from managed and franchised properties — — 1,216 113 (258 ) 1,071 Total expenses — — 1,640 994 (293 ) 2,341 Operating income — — 271 138 — 409 Interest income — — 2 1 — 3 Interest expense — (67 ) (11 ) (61 ) — (139 ) Equity in earnings from unconsolidated affiliates — — 3 — — 3 Gain (loss) on foreign currency transactions — — 5 (17 ) — (12 ) Income (loss) before income taxes and equity in earnings from subsidiaries — (67 ) 270 61 — 264 Income tax benefit (expense) 192 26 (149 ) (23 ) — 46 Income (loss) before equity in earnings from subsidiaries 192 (41 ) 121 38 — 310 Equity in earnings from subsidiaries 117 158 37 — (312 ) — Net income 309 117 158 38 (312 ) 310 Net income attributable to noncontrolling interests — — — (1 ) — (1 ) Net income attributable to Hilton stockholders $ 309 $ 117 $ 158 $ 37 $ (312 ) $ 309 Comprehensive income $ 319 $ 111 $ 149 $ 61 $ (322 ) $ 318 Comprehensive loss attributable to noncontrolling interests — — — 1 — 1 Comprehensive income attributable to Hilton stockholders $ 319 $ 111 $ 149 $ 62 $ (322 ) $ 319 Three Months Ended March 31, 2015 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Revenues Owned and leased hotels $ — $ — $ 52 $ 912 $ (7 ) $ 957 Management and franchise fees and other — — 322 74 (25 ) 371 Timeshare — — 299 22 — 321 — — 673 1,008 (32 ) 1,649 Other revenues from managed and franchised properties — — 1,081 105 (236 ) 950 Total revenues — — 1,754 1,113 (268 ) 2,599 Expenses Owned and leased hotels — — 41 749 (22 ) 768 Timeshare — — 236 4 (6 ) 234 Depreciation and amortization — — 92 83 — 175 General, administrative and other — — 94 37 (4 ) 127 — — 463 873 (32 ) 1,304 Other expenses from managed and franchised properties — — 1,081 105 (236 ) 950 Total expenses — — 1,544 978 (268 ) 2,254 Gain (loss) on sales of assets, net — — (1 ) 146 — 145 Operating income — — 209 281 — 490 Interest income — — 6 — — 6 Interest expense — (73 ) (13 ) (58 ) — (144 ) Equity in earnings from unconsolidated affiliates — — 3 1 — 4 Gain (loss) on foreign currency transactions — — 183 (201 ) — (18 ) Other loss, net — — — (25 ) — (25 ) Income (loss) before income taxes and equity in earnings from subsidiaries — (73 ) 388 (2 ) — 313 Income tax benefit (expense) (1 ) 28 (152 ) (38 ) — (163 ) Income (loss) before equity in earnings from subsidiaries (1 ) (45 ) 236 (40 ) — 150 Equity in earnings (losses) from subsidiaries 151 196 (40 ) — (307 ) — Net income (loss) 150 151 196 (40 ) (307 ) 150 Net income attributable to noncontrolling interests — — — — — — Net income (loss) attributable to Hilton stockholders $ 150 $ 151 $ 196 $ (40 ) $ (307 ) $ 150 Comprehensive income (loss) $ (90 ) $ 144 $ 168 $ (245 ) $ (67 ) $ (90 ) Comprehensive income attributable to noncontrolling interests — — — — — — Comprehensive income (loss) attributable to Hilton stockholders $ (90 ) $ 144 $ 168 $ (245 ) $ (67 ) $ (90 ) Three Months Ended March 31, 2016 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Operating Activities: Net cash provided by operating activities $ — $ — $ 127 $ 185 $ — $ 312 Investing Activities: Capital expenditures for property and equipment — — (6 ) (78 ) — (84 ) Payments received on other financing receivables — — — 1 — 1 Issuance of other financing receivables — — (9 ) — — (9 ) Distributions from unconsolidated affiliates — — 2 — — 2 Change in restricted cash and cash equivalents — — — 14 — 14 Contract acquisition costs — — (8 ) (1 ) — (9 ) Software capitalization costs — — (11 ) — — (11 ) Net cash used in investing activities — — (32 ) (64 ) — (96 ) Financing Activities: Repayment of debt — — — (32 ) — (32 ) Change in restricted cash and cash equivalents — — — (34 ) — (34 ) Intercompany transfers 69 — (61 ) (8 ) — — Dividends paid (69 ) — — — — (69 ) Distributions to noncontrolling interests — — — (2 ) — (2 ) Net cash used in financing activities — — (61 ) (76 ) — (137 ) Effect of exchange rate changes on cash and cash equivalents — — — 4 — 4 Net increase in cash and cash equivalents — — 34 49 — 83 Cash and cash equivalents, beginning of period — — 223 386 — 609 Cash and cash equivalents, end of period $ — $ — $ 257 $ 435 $ — $ 692 Three Months Ended March 31, 2015 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Operating Activities: Net cash provided by operating activities $ — $ — $ 256 $ 52 $ (22 ) $ 286 Investing Activities: Capital expenditures for property and equipment — — (5 ) (83 ) — (88 ) Acquisitions, net of cash acquired — — — (1,298 ) — (1,298 ) Payments received on other financing receivables — — — 1 — 1 Issuance of other financing receivables — — (1 ) (1 ) — (2 ) Distributions from unconsolidated affiliates — — 2 — — 2 Issuance of intercompany receivables — — (184 ) — 184 — Payments received on intercompany receivables — — 163 — (163 ) — Proceeds from asset dispositions — — — 1,869 — 1,869 Contract acquisition costs — — (7 ) (4 ) — (11 ) Software capitalization costs — — (8 ) — — (8 ) Net cash provided by (used in) investing activities — — (40 ) 484 21 465 Financing Activities: Repayment of debt — (150 ) — (560 ) — (710 ) Intercompany borrowings — — — 184 (184 ) — Repayment of intercompany borrowings — — — (163 ) 163 — Change in restricted cash and cash equivalents — — — (57 ) — (57 ) Intercompany transfers — 150 (256 ) 106 — — Intercompany dividends — — — (22 ) 22 — Distributions to noncontrolling interests — — — (2 ) — (2 ) Excess tax benefits from share-based compensation — — 8 — — 8 Net cash used in financing activities — — (248 ) (514 ) 1 (761 ) Effect of exchange rate changes on cash and cash equivalents — — — (9 ) — (9 ) Net increase (decrease) in cash and cash equivalents — — (32 ) 13 — (19 ) Cash and cash equivalents, beginning of period — — 270 296 — 566 Cash and cash equivalents, end of period $ — $ — $ 238 $ 309 $ — $ 547 |