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 that are 100 percent owned by the Parent, issued the 2021 Senior Notes. In September 2016, Hilton Domestic Operating Company Inc., an entity formed in August 2016 that is 100 percent owned by Hilton Worldwide Finance LLC, assumed the 2024 Senior Notes that were issued in August 2016 by escrow issuers and is a guarantor of the 2021 Senior Notes, 2025 Senior Notes and 2027 Senior Notes. In March 2017, the Subsidiary Issuers issued the 2025 Senior Notes and 2027 Senior Notes, and we used the net proceeds and available cash to repay in full the 2021 Senior Notes. The 2024 Senior Notes, 2025 Senior Notes and 2027 Senior Notes are collectively referred to as the Senior Notes. The Senior Notes 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 Senior Notes (together, the "Guarantors"). The indentures that govern the Senior Notes provide that any subsidiary of the Company that provides a guarantee of the Senior Secured Credit Facility will guarantee the Senior Notes. As of March 31, 2017 , none of our foreign subsidiaries or U.S. subsidiaries owned by foreign subsidiaries or conducting foreign operations or our non-wholly owned subsidiaries guarantee the Senior Notes (collectively, the "Non-Guarantors"). In connection with the spin-offs, certain entities that were previously guarantors of the 2021 Senior Notes and 2024 Senior Notes were released and no longer guaranteed these senior notes. The condensed consolidating financial information presents the financial information based on the composition of the Guarantors and Non-Guarantors as of March 31, 2017 . The guarantees are full and unconditional, subject to certain customary release provisions. The indentures that govern the 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 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 March 31, 2017 and December 31, 2016 , and for the three months ended March 31, 2017 and 2016 , for the Parent, Subsidiary Issuers, Guarantors and Non-Guarantors. Financial information for Hilton Domestic Operating Company Inc. is included in Guarantors. March 31, 2017 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) ASSETS Current Assets: Cash and cash equivalents $ — $ — $ 14 $ 848 $ — $ 862 Restricted cash and cash equivalents — — 97 27 — 124 Accounts receivable, net — — 655 256 — 911 Intercompany receivables — — — 40 (40 ) — Prepaid expenses — — 56 74 (1 ) 129 Other — — 6 37 — 43 Total current assets — — 828 1,282 (41 ) 2,069 Intangibles and Other Assets: Investments in subsidiaries 1,588 6,975 2,466 — (11,029 ) — Goodwill — — 3,824 1,311 — 5,135 Brands — — 4,405 451 — 4,856 Management and franchise contracts, net — — 683 247 — 930 Other intangible assets, net — — 283 148 — 431 Property and equipment, net — — 72 269 — 341 Deferred income tax assets 10 4 — 82 (14 ) 82 Other — 11 266 166 — 443 Total intangibles and other assets 1,598 6,990 11,999 2,674 (11,043 ) 12,218 TOTAL ASSETS $ 1,598 $ 6,990 $ 12,827 $ 3,956 $ (11,084 ) $ 14,287 LIABILITIES AND EQUITY Current Liabilities: Accounts payable, accrued expenses and other $ — $ 6 $ 1,371 $ 422 $ (1 ) $ 1,798 Intercompany payables — — 40 — (40 ) — Current maturities of long-term debt — 32 — 9 — 41 Income taxes payable — — 49 79 — 128 Total current liabilities — 38 1,460 510 (41 ) 1,967 Long-term debt — 5,357 982 249 — 6,588 Deferred revenues — — 22 — — 22 Deferred income tax liabilities — — 1,710 27 (14 ) 1,723 Liability for guest loyalty program — — 898 — — 898 Other — 7 780 706 — 1,493 Total liabilities — 5,402 5,852 1,492 (55 ) 12,691 Equity: Total Hilton stockholders' equity 1,598 1,588 6,975 2,466 (11,029 ) 1,598 Noncontrolling interests — — — (2 ) — (2 ) Total equity 1,598 1,588 6,975 2,464 (11,029 ) 1,596 TOTAL LIABILITIES AND EQUITY $ 1,598 $ 6,990 $ 12,827 $ 3,956 $ (11,084 ) $ 14,287 December 31, 2016 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) ASSETS Current Assets: Cash and cash equivalents $ — $ — $ 25 $ 1,037 $ — $ 1,062 Restricted cash and cash equivalents — — 96 25 — 121 Accounts receivable, net — — 491 264 — 755 Intercompany receivables — — — 42 (42 ) — Prepaid expenses — — 27 65 (3 ) 89 Income taxes receivable — — 30 — (17 ) 13 Other — — 6 33 — 39 Current assets of discontinued operations — — — 1,502 (24 ) 1,478 Total current assets — — 675 2,968 (86 ) 3,557 Intangibles and Other Assets: Investments in subsidiaries 5,889 11,300 6,993 — (24,182 ) — Goodwill — — 3,824 1,394 — 5,218 Brands — — 4,404 444 — 4,848 Management and franchise contracts, net — — 716 247 — 963 Other intangible assets, net — — 297 150 — 447 Property and equipment, net — — 74 267 — 341 Deferred income tax assets 10 2 — 82 (12 ) 82 Other — 12 243 153 — 408 Non-current assets of discontinued operations — — 2 10,345 — 10,347 Total 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 $ 1,384 $ 414 $ (3 ) $ 1,821 Intercompany payables — — 42 — (42 ) — Current maturities of long-term debt — 26 — 7 — 33 Income taxes payable — — — 73 (17 ) 56 Current liabilities of discontinued operations — — 77 721 (24 ) 774 Total current liabilities — 52 1,503 1,215 (86 ) 2,684 Long-term debt — 5,361 981 241 — 6,583 Deferred revenues — — 42 — — 42 Deferred income tax liabilities — — 1,752 38 (12 ) 1,778 Liability for guest loyalty program — — 889 — — 889 Other — 12 767 713 — 1,492 Non-current liabilities of discontinued operations — — (6 ) 6,900 — 6,894 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 Three Months Ended March 31, 2017 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Revenues Franchise fees $ — $ — $ 274 $ 24 $ (4 ) $ 294 Base and other management fees — — 50 33 — 83 Incentive management fees — — 22 30 — 52 Owned and leased hotels — — — 300 — 300 Other revenues — — 33 4 — 37 — — 379 391 (4 ) 766 Other revenues from managed and franchised properties — — 1,265 130 — 1,395 Total revenues — — 1,644 521 (4 ) 2,161 Expenses Owned and leased hotels — — — 272 — 272 Depreciation and amortization — — 65 24 — 89 General and administrative — — 81 24 — 105 Other expenses — — 19 8 (4 ) 23 — — 165 328 (4 ) 489 Other expenses from managed and franchised properties — — 1,265 130 — 1,395 Total expenses — — 1,430 458 (4 ) 1,884 Operating income — — 214 63 — 277 Interest expense — (63 ) (28 ) (13 ) — (104 ) Gain (loss) on foreign currency transactions — — 32 (36 ) — (4 ) Loss on debt extinguishment — (60 ) — — — (60 ) Other non-operating income (loss), net — (3 ) 2 2 — 1 Income (loss) from continuing operations before income taxes and equity in earnings from subsidiaries — (126 ) 220 16 — 110 Income tax benefit (expense) — 49 (81 ) (3 ) — (35 ) Income (loss) from continuing operations before equity in earnings from subsidiaries — (77 ) 139 13 — 75 Equity in earnings from subsidiaries 74 151 12 — (237 ) — Net income 74 74 151 13 (237 ) 75 Net income attributable to noncontrolling interests — — — (1 ) — (1 ) Net income attributable to Hilton stockholders $ 74 $ 74 $ 151 $ 12 $ (237 ) $ 74 Comprehensive income $ 94 $ 72 $ 155 $ 30 $ (257 ) $ 94 Comprehensive loss (income) attributable to noncontrolling interests — — — — — — Comprehensive income attributable to Hilton stockholders $ 94 $ 72 $ 155 $ 30 $ (257 ) $ 94 Three Months Ended March 31, 2016 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Revenues Franchise fees $ — $ — $ 234 $ 22 $ (3 ) $ 253 Base and other management fees — — 32 28 — 60 Incentive management fees — — 8 28 — 36 Owned and leased hotels — — — 319 — 319 Other revenues — — 14 3 — 17 — — 288 400 (3 ) 685 Other revenues from managed and franchised properties — — 924 117 — 1,041 Total revenues — — 1,212 517 (3 ) 1,726 Expenses Owned and leased hotels — — — 307 — 307 Depreciation and amortization — — 68 24 — 92 Impairment loss — — — 15 — 15 General and administrative — — 57 26 — 83 Other expenses — — 9 12 (3 ) 18 — — 134 384 (3 ) 515 Other expenses from managed and franchised properties — — 924 117 — 1,041 Total expenses — — 1,058 501 (3 ) 1,556 Operating income — — 154 16 — 170 Interest expense — (67 ) (11 ) (12 ) — (90 ) Gain (loss) on foreign currency transactions — — 5 (17 ) — (12 ) Other non-operating income, net — — 2 — — 2 Income (loss) from continuing operations before income taxes and equity in earnings from subsidiaries — (67 ) 150 (13 ) — 70 Income tax benefit (expense) 192 26 (100 ) 3 — 121 Income (loss) from continuing operations before equity in earnings from subsidiaries 192 (41 ) 50 (10 ) — 191 Equity in earnings (losses) from subsidiaries — 41 (9 ) — (32 ) — Income (losses) from continuing operations, net of taxes 192 — 41 (10 ) (32 ) 191 Income from discontinued operations, net of taxes 117 117 117 106 (338 ) 119 Net income 309 117 158 96 (370 ) 310 Net income attributable to noncontrolling interests — — — (1 ) — (1 ) Net income attributable to Hilton stockholders $ 309 $ 117 $ 158 $ 95 $ (370 ) $ 309 Comprehensive income $ 319 $ 111 $ 149 $ 119 $ (380 ) $ 318 Comprehensive loss attributable to noncontrolling interests — — — 1 — 1 Comprehensive income attributable to Hilton stockholders $ 319 $ 111 $ 149 $ 120 $ (380 ) $ 319 Three Months Ended March 31, 2017 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Operating Activities: Net cash provided by (used in) operating activities $ — $ — $ (46 ) $ 112 $ (3 ) $ 63 Investing Activities: Capital expenditures for property and equipment — — (1 ) (8 ) — (9 ) Contract acquisition costs — — (8 ) (5 ) — (13 ) Capitalized software costs — — (9 ) — — (9 ) Other — (13 ) (6 ) — — (19 ) Net cash used in investing activities — (13 ) (24 ) (13 ) — (50 ) Financing Activities: Borrowings — 1,823 — — — 1,823 Repayment of debt — (1,823 ) — (1 ) — (1,824 ) Debt issuance costs and redemption premium — (66 ) — — — (66 ) Repayment of intercompany borrowings — — (3 ) — 3 — Intercompany transfers 119 79 91 (289 ) — — Dividends paid (49 ) — — — — (49 ) Cash transferred in spin-offs of Park and HGV — — — (501 ) — (501 ) Repurchases of common stock (70 ) — — — — (70 ) Distributions to noncontrolling interests — — — (1 ) — (1 ) Tax withholdings on share-based compensation — — (28 ) — — (28 ) Net cash provided by (used in) financing activities — 13 60 (792 ) 3 (716 ) Effect of exchange rate changes on cash, restricted cash and cash equivalents — — — 5 — 5 Net decrease in cash, restricted cash and cash equivalents — — (10 ) (688 ) — (698 ) Cash, restricted cash and cash equivalents from continuing operations, beginning of period — — 121 1,062 — 1,183 Cash, restricted cash and cash equivalents from discontinued operations, beginning of period — — — 501 — 501 Cash, restricted cash and cash equivalents, beginning of period — — 121 1,563 — 1,684 Cash, restricted cash and cash equivalents, end of period $ — $ — $ 111 $ 875 $ — $ 986 Three Months Ended March 31, 2016 Parent Subsidiary Issuers Guarantors Non-Guarantors Eliminations Total (in millions) Operating Activities: Net cash provided by (used in) operating activities $ — $ — $ (279 ) $ 618 $ — $ 339 Investing Activities: Capital expenditures for property and equipment — — — (84 ) — (84 ) Contract acquisition costs — — (8 ) (1 ) — (9 ) Capitalized software costs — — (10 ) (1 ) — (11 ) Other — — (9 ) 3 — (6 ) Net cash used in investing activities — — (27 ) (83 ) — (110 ) Financing Activities: Repayment of debt — — — (32 ) — (32 ) Intercompany transfers 69 — 317 (386 ) — — Dividends paid (69 ) — — — — (69 ) Distributions to noncontrolling interests — — — (2 ) — (2 ) Tax withholdings on share-based compensation — — (13 ) — — (13 ) Net cash provided by (used in) financing activities — — 304 (420 ) — (116 ) Effect of exchange rate changes on cash, restricted cash and cash equivalents — — — 4 — 4 Net increase (decrease) in cash, restricted cash and cash equivalents — — (2 ) 119 — 117 Cash, restricted cash and cash equivalents from continuing operations, beginning of period — — 108 526 — 634 Cash, restricted cash and cash equivalents from discontinued operations, beginning of period — — — 222 — 222 Cash, restricted cash and cash equivalents, beginning of period — — 108 748 — 856 Cash, restricted cash and cash equivalents from continuing operations, end of period — — 106 576 — 682 Cash, restricted cash and cash equivalents from discontinued operations, end of period — — — 291 — 291 Cash, restricted cash and cash equivalents, end of period $ — $ — $ 106 $ 867 $ — $ 973 |