Condensed Consolidating Guarantor Financial Information | Condensed Consolidating Guarantor Financial Information In October 2013, Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. (the "2013 Issuers"), entities formed in August 2013 that are 100 percent owned by the Parent, issued the Senior Notes due 2021. In September 2016, Hilton Domestic Operating Company Inc. (together with the 2013 Issuers, the "Subsidiary Issuers"), an entity formed in August 2016 that is 100 percent owned by Hilton Worldwide Finance LLC and a guarantor of the Senior Notes due 2021, assumed the 4.25% Senior Notes due 2024 that were issued in August 2016 by escrow issuers. The Senior Notes due 2021 and the 4.25% Senior Notes due 2024 are referred to as the Hilton 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 that are themselves not issuers of the applicable series of Hilton Senior Notes (together, the "Guarantors"). The indentures that govern the Hilton Senior Notes provide that any subsidiary of the Company that provides a guarantee of the 2013 Senior Secured Credit Facility will guarantee the Hilton Senior Notes. In connection with the spin-offs, certain entities that were previously guarantors of the Hilton Senior Notes were released and as of December 31, 2016 no longer guarantee the Hilton Senior Notes. As of December 31, 2016 , none of our foreign subsidiaries or U.S. subsidiaries owned by foreign subsidiaries or conducting foreign operations; our non-wholly owned subsidiaries; or our subsidiaries that have been designated for spin-off to Park and HGV guarantee the Hilton Senior Notes (collectively, the "Non-Guarantors"). The condensed consolidating financial information was retrospectively adjusted to present the financial information as of December 31, 2016 and 2015 , and for the years ended December 31, 2016 , 2015 and 2014 based on the composition the Guarantors and Non-Guarantors at December 31, 2016 . The guarantees are full and unconditional, subject to certain customary release provisions. The indentures that govern the Hilton Senior Notes provide that any Guarantor may be released from its guarantee so long as: (i) the subsidiary is sold or sells all of its assets; (ii) the subsidiary is released from its guaranty under the 2013 Senior Secured Credit Facility; (iii) the subsidiary is declared "unrestricted" for covenant purposes; (iv) the subsidiary is merged with or into the applicable Subsidiary Issuers or another Guarantor or the Guarantor liquidates after transferring all of its assets to the applicable Subsidiary Issuers or another Guarantor; or (v) the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied, in each case in compliance with applicable provisions of the indentures. The following schedules present the condensed consolidating financial information as of December 31, 2016 and 2015 , and for the years ended December 31, 2016 , 2015 and 2014 , for the Parent, Subsidiary Issuers, Guarantors and Non-Guarantors. December 31, 2016 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) ASSETS Current Assets: Cash and cash equivalents $ — $ — $ 25 $ 1,393 $ — $ 1,418 Restricted cash and cash equivalents — — 96 170 — 266 Accounts receivable, net — — 491 514 — 1,005 Intercompany receivables — — — 42 (42 ) — Inventories — — 4 537 — 541 Current portion of financing receivables, net — — 1 137 — 138 Prepaid expenses — — 27 137 (27 ) 137 Income taxes receivable — — 30 — (17 ) 13 Other — — 1 38 — 39 Total current assets — — 675 2,968 (86 ) 3,557 Property, Intangibles and Other Assets: Property and equipment, net — — 74 8,856 — 8,930 Financing receivables, net — — 64 899 — 963 Investments in affiliates — — 18 96 — 114 Investments in subsidiaries 5,889 11,300 6,993 — (24,182 ) — Goodwill — — 3,824 1,998 — 5,822 Brands — — 4,404 444 — 4,848 Management and franchise contracts, net — — 716 303 — 1,019 Other intangible assets, net — — 297 210 — 507 Deferred income tax assets 10 2 — 117 (12 ) 117 Other — 12 163 159 — 334 Total property, intangibles and other assets 5,899 11,314 16,553 13,082 (24,194 ) 22,654 TOTAL ASSETS $ 5,899 $ 11,314 $ 17,228 $ 16,050 $ (24,280 ) $ 26,211 LIABILITIES AND EQUITY Current Liabilities: Accounts payable, accrued expenses and other $ — $ 26 $ 1,461 $ 993 $ (27 ) $ 2,453 Intercompany payables — — 42 — (42 ) — Current maturities of long-term debt — 26 — 72 — 98 Current maturities of timeshare debt — — — 73 — 73 Income taxes payable — — — 77 (17 ) 60 Total current liabilities — 52 1,503 1,215 (86 ) 2,684 Long-term debt — 5,361 981 3,678 — 10,020 Timeshare debt — — — 621 — 621 Deferred revenues — — 42 22 — 64 Deferred income tax liabilities — — 1,742 2,845 (12 ) 4,575 Liability for guest loyalty program — — 889 — — 889 Other — 12 771 726 — 1,509 Total liabilities — 5,425 5,928 9,107 (98 ) 20,362 Equity: Total Hilton stockholders' equity 5,899 5,889 11,300 6,993 (24,182 ) 5,899 Noncontrolling interests — — — (50 ) — (50 ) Total equity 5,899 5,889 11,300 6,943 (24,182 ) 5,849 TOTAL LIABILITIES AND EQUITY $ 5,899 $ 11,314 $ 17,228 $ 16,050 $ (24,280 ) $ 26,211 December 31, 2015 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) ASSETS Current Assets: Cash and cash equivalents $ — $ — $ 18 $ 591 $ — $ 609 Restricted cash and cash equivalents — — 91 156 — 247 Accounts receivable, net — — 406 470 — 876 Inventories — — 1 441 — 442 Current portion of financing receivables, net — — 1 128 — 129 Prepaid expenses — — 36 140 (29 ) 147 Income taxes receivable — — 120 — (23 ) 97 Other — — 1 37 — 38 Total current assets — — 674 1,963 (52 ) 2,585 Property, Intangibles and Other Assets: Property and equipment, net — — 73 9,046 — 9,119 Financing receivables, net — — 32 855 — 887 Investments in affiliates — — 49 89 — 138 Investments in subsidiaries 6,166 11,854 6,457 — (24,477 ) — Goodwill — — 3,824 2,063 — 5,887 Brands — — 4,405 514 — 4,919 Management and franchise contracts, net — — 818 331 — 1,149 Other intangible assets, net — — 334 252 — 586 Deferred income tax assets 24 3 — 78 (27 ) 78 Other — 9 147 118 — 274 Total property, intangibles and other assets 6,190 11,866 16,139 13,346 (24,504 ) 23,037 TOTAL ASSETS $ 6,190 $ 11,866 $ 16,813 $ 15,309 $ (24,556 ) $ 25,622 LIABILITIES AND EQUITY Current Liabilities: Accounts payable, accrued expenses and other $ — $ 39 $ 1,239 $ 957 $ (29 ) $ 2,206 Current maturities of long-term debt — (12 ) — 106 — 94 Current maturities of timeshare debt — — — 110 — 110 Income taxes payable — — — 56 (23 ) 33 Total current liabilities — 27 1,239 1,229 (52 ) 2,443 Long-term debt — 5,659 54 4,144 — 9,857 Timeshare debt — — — 392 — 392 Deferred revenues — — 252 31 — 283 Deferred income tax liabilities — — 1,819 2,838 (27 ) 4,630 Liability for guest loyalty program — — 784 — — 784 Other 205 14 811 252 — 1,282 Total liabilities 205 5,700 4,959 8,886 (79 ) 19,671 Equity: Total Hilton stockholders' equity 5,985 6,166 11,854 6,457 (24,477 ) 5,985 Noncontrolling interests — — — (34 ) — (34 ) Total equity 5,985 6,166 11,854 6,423 (24,477 ) 5,951 TOTAL LIABILITIES AND EQUITY $ 6,190 $ 11,866 $ 16,813 $ 15,309 $ (24,556 ) $ 25,622 Year Ended December 31, 2016 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Revenues Owned and leased hotels $ — $ — $ — $ 4,129 $ (3 ) $ 4,126 Management and franchise fees and other — — 1,398 446 (143 ) 1,701 Timeshare — — — 1,390 — 1,390 — — 1,398 5,965 (146 ) 7,217 Other revenues from managed and franchised properties — — 4,894 637 (1,085 ) 4,446 Total revenues — — 6,292 6,602 (1,231 ) 11,663 Expenses Owned and leased hotels — — — 3,187 (87 ) 3,100 Timeshare — — — 993 (45 ) 948 Depreciation and amortization — — 273 413 — 686 Impairment loss — — — 15 — 15 General, administrative and other — — 452 178 (14 ) 616 — — 725 4,786 (146 ) 5,365 Other expenses from managed and franchised properties — — 4,894 637 (1,085 ) 4,446 Total expenses — — 5,619 5,423 (1,231 ) 9,811 Gain on sales of assets, net — — 1 8 — 9 Operating income — — 674 1,187 — 1,861 Interest income — — 8 4 — 12 Interest expense — (261 ) (84 ) (242 ) — (587 ) Equity in earnings from unconsolidated affiliates — — 2 6 — 8 Gain (loss) on foreign currency transactions — — (139 ) 126 — (13 ) Other gain (loss), net — 1 — (27 ) — (26 ) Income (loss) before income taxes and equity in earnings from subsidiaries — (260 ) 461 1,054 — 1,255 Income tax benefit (expense) 193 100 (295 ) (889 ) — (891 ) Income (loss) before equity in earnings from subsidiaries 193 (160 ) 166 165 — 364 Equity in earnings from subsidiaries 155 315 149 — (619 ) — Net income 348 155 315 165 (619 ) 364 Net income attributable to noncontrolling interests — — — (16 ) — (16 ) Net income attributable to Hilton stockholders $ 348 $ 155 $ 315 $ 149 $ (619 ) $ 348 Comprehensive income $ 131 $ 153 $ 249 $ 15 $ (402 ) $ 146 Comprehensive income attributable to noncontrolling interests — — — (15 ) — (15 ) Comprehensive income attributable to Hilton stockholders $ 131 $ 153 $ 249 $ — $ (402 ) $ 131 Year Ended December 31, 2015 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Revenues Owned and leased hotels $ — $ — $ — $ 4,236 $ (3 ) $ 4,233 Management and franchise fees and other — — 1,331 410 (140 ) 1,601 Timeshare — — — 1,308 — 1,308 — — 1,331 5,954 (143 ) 7,142 Other revenues from managed and franchised properties — — 4,568 620 (1,058 ) 4,130 Total revenues — — 5,899 6,574 (1,201 ) 11,272 Expenses Owned and leased hotels — — — 3,253 (85 ) 3,168 Timeshare — — — 940 (43 ) 897 Depreciation and amortization — — 288 404 — 692 Impairment losses — — — 9 — 9 General, administrative and other — — 473 153 (15 ) 611 — — 761 4,759 (143 ) 5,377 Other expenses from managed and franchised properties — — 4,568 620 (1,058 ) 4,130 Total expenses — — 5,329 5,379 (1,201 ) 9,507 Gain on sales of assets, net — — — 306 — 306 Operating income — — 570 1,501 — 2,071 Interest income — — 16 3 — 19 Interest expense — (281 ) (55 ) (239 ) — (575 ) Equity in earnings from unconsolidated affiliates — — 2 21 — 23 Gain (loss) on foreign currency transactions — — 77 (118 ) — (41 ) Other gain (loss), net — — (2 ) 1 — (1 ) Income (loss) before income taxes and equity in earnings from subsidiaries — (281 ) 608 1,169 — 1,496 Income tax benefit (expense) (7 ) 108 150 (331 ) — (80 ) Income (loss) before equity in earnings from subsidiaries (7 ) (173 ) 758 838 — 1,416 Equity in earnings from subsidiaries 1,411 1,584 826 — (3,821 ) — Net income 1,404 1,411 1,584 838 (3,821 ) 1,416 Net income attributable to noncontrolling interests — — — (12 ) — (12 ) Net income attributable to Hilton stockholders $ 1,404 $ 1,411 $ 1,584 $ 826 $ (3,821 ) $ 1,404 Comprehensive income $ 1,248 $ 1,404 $ 1,546 $ 727 $ (3,665 ) $ 1,260 Comprehensive income attributable to noncontrolling interests — — — (12 ) — (12 ) Comprehensive income attributable to Hilton stockholders $ 1,248 $ 1,404 $ 1,546 $ 715 $ (3,665 ) $ 1,248 Year Ended December 31, 2014 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Revenues Owned and leased hotels $ — $ — $ — $ 4,242 $ (3 ) $ 4,239 Management and franchise fees and other — — 1,135 368 (102 ) 1,401 Timeshare — — — 1,171 — 1,171 — — 1,135 5,781 (105 ) 6,811 Other revenues from managed and franchised properties — — 4,081 571 (961 ) 3,691 Total revenues — — 5,216 6,352 (1,066 ) 10,502 Expenses Owned and leased hotels — — — 3,321 (69 ) 3,252 Timeshare — — — 790 (23 ) 767 Depreciation and amortization — — 263 365 — 628 General, administrative and other — — 357 147 (13 ) 491 — — 620 4,623 (105 ) 5,138 Other expenses from managed and franchised properties — — 4,081 571 (961 ) 3,691 Total expenses — — 4,701 5,194 (1,066 ) 8,829 Operating income — — 515 1,158 — 1,673 Interest income — — 7 3 — 10 Interest expense — (334 ) (59 ) (225 ) — (618 ) Equity in earnings from unconsolidated affiliates — — 5 14 — 19 Gain (loss) on foreign currency transactions — — 443 (417 ) — 26 Other gain, net — — 2 35 — 37 Income (loss) before income taxes and equity in earnings from subsidiaries — (334 ) 913 568 — 1,147 Income tax benefit (expense) (5 ) 128 (340 ) (248 ) — (465 ) Income (loss) before equity in earnings from subsidiaries (5 ) (206 ) 573 320 — 682 Equity in earnings from subsidiaries 678 884 311 — (1,873 ) — Net income 673 678 884 320 (1,873 ) 682 Net income attributable to noncontrolling interests — — — (9 ) — (9 ) Net income attributable to Hilton stockholders $ 673 $ 678 $ 884 $ 311 $ (1,873 ) $ 673 Comprehensive income $ 315 $ 669 $ 813 $ 47 $ (1,515 ) $ 329 Comprehensive income attributable to noncontrolling interests — — — (14 ) — (14 ) Comprehensive income attributable to Hilton stockholders $ 315 $ 669 $ 813 $ 33 $ (1,515 ) $ 315 Year Ended December 31, 2016 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Operating Activities: Net cash provided by (used in) operating activities $ — $ (37 ) $ 897 $ 1,095 $ (605 ) $ 1,350 Investing Activities: Capital expenditures for property and equipment — — (9 ) (308 ) — (317 ) Issuance of intercompany receivables — — (192 ) (42 ) 234 — Payments received on intercompany receivables — — 192 — (192 ) — Proceeds from asset dispositions — — — 11 — 11 Contract acquisition costs — — (46 ) (9 ) — (55 ) Capitalized software costs — — (73 ) (8 ) — (81 ) Other — (6 ) (35 ) 5 — (36 ) Net cash used in investing activities — (6 ) (163 ) (351 ) 42 (478 ) Financing Activities: Borrowings — — 1,000 3,715 — 4,715 Repayment of debt — (266 ) — (4,093 ) — (4,359 ) Intercompany borrowings — — 42 192 (234 ) — Debt issuance costs — (17 ) (20 ) (39 ) — (76 ) Repayment of intercompany borrowings — — — (192 ) 192 — Intercompany transfers 277 326 (1,744 ) 1,141 — — Dividends paid (277 ) — — — — (277 ) Intercompany dividends — — — (605 ) 605 — Distributions to noncontrolling interests — — — (32 ) — (32 ) Net cash provided by (used in) financing activities — 43 (722 ) 87 563 (29 ) Effect of exchange rate changes on cash, restricted cash and cash equivalents — — — (15 ) — (15 ) Net increase in cash, restricted cash and cash equivalents — — 12 816 — 828 Cash, restricted cash and cash equivalents, beginning of period — — 109 747 — 856 Cash, restricted cash and cash equivalents, end of period $ — $ — $ 121 $ 1,563 $ — $ 1,684 Year Ended December 31, 2015 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Operating Activities: Net cash provided by operating activities $ — $ 184 $ 936 $ 723 $ (436 ) $ 1,407 Investing Activities: Capital expenditures for property and equipment — — (11 ) (299 ) — (310 ) Acquisitions, net of cash acquired — — — (1,402 ) — (1,402 ) Proceeds from asset dispositions — — — 2,205 — 2,205 Contract acquisition costs — — (23 ) (14 ) — (37 ) Software capitalization costs — — (57 ) (5 ) — (62 ) Other — — 13 7 — 20 Net cash provided by (used in) investing activities — — (78 ) 492 — 414 Financing Activities: Borrowings — — — 48 — 48 Repayment of debt — (775 ) — (849 ) — (1,624 ) Intercompany transfers 138 591 (693 ) (36 ) — — Dividends paid (138 ) — — — — (138 ) Intercompany dividends — — (184 ) (252 ) 436 — Distributions to noncontrolling interests — — — (8 ) — (8 ) Excess tax benefits from share-based compensation — — 8 — — 8 Net cash used in financing activities — (184 ) (869 ) (1,097 ) 436 (1,714 ) Effect of exchange rate changes on cash, restricted cash and cash equivalents — — — (19 ) — (19 ) Net increase (decrease) in cash, restricted cash and cash equivalents — — (11 ) 99 — 88 Cash, restricted cash and cash equivalents, beginning of period — — 120 648 — 768 Cash, restricted cash and cash equivalents, end of period $ — $ — $ 109 $ 747 $ — $ 856 Year Ended December 31, 2014 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Operating Activities: Net cash provided by operating activities $ — $ — $ 1,085 $ 522 $ (300 ) $ 1,307 Investing Activities: Capital expenditures for property and equipment — — (5 ) (263 ) — (268 ) Proceeds from asset dispositions — — 4 40 — 44 Contract acquisition costs — — (19 ) (46 ) — (65 ) Software capitalization costs — — (64 ) (5 ) — (69 ) Other — — 11 37 — 48 Net cash used in investing activities — — (73 ) (237 ) — (310 ) Financing Activities: Borrowings — — — 350 — 350 Repayment of debt — (1,000 ) — (424 ) — (1,424 ) Debt issuance costs — (6 ) — (3 ) — (9 ) Capital contribution — — — 22 (9 ) 13 Intercompany transfers — 1,006 (1,094 ) 88 — — Intercompany dividends — — — (309 ) 309 — Distributions to noncontrolling interests — — — (5 ) — (5 ) Net cash used in financing activities — — (1,094 ) (281 ) 300 (1,075 ) Effect of exchange rate changes on cash, restricted cash and cash equivalents — — — (14 ) — (14 ) Net decrease in cash, restricted cash and cash equivalents — — (82 ) (10 ) — (92 ) Cash, restricted cash and cash equivalents, beginning of period — — 202 658 — 860 Cash, restricted cash and cash equivalents, end of period $ — $ — $ 120 $ 648 $ — $ 768 |