Condensed Consolidating Guarantor Financial Information

3 Months Ended

12 Months Ended

Mar. 31, 2017

Dec. 31, 2016

Condensed Consolidating Guarantor Financial Information [Abstract]

Condensed Consolidating Guarantor Financial Information

Note 15: Condensed Consolidating Guarantor Financial Information

In October 2013, Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. (the “HWF Issuers”), entities that are 100 percent owned by Hilton Worldwide Parent LLC (“HWP”), which is 100 percent owned by the Parent, issued the 2021 Senior Notes. In September 2016, Hilton Domestic Operating Company Inc. (“HOC”), an entity incorporated in July 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 HWF Issuers, which are guarantors of the 2024 Seniors Notes, 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 and are all guaranteed by HWP. The HWF Issuers and HOC are collectively referred to as the Subsidiary Issuers.

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 September 2016, certain employees, assets and liabilities of a guarantor subsidiary were transferred into HOC. This transfer was considered to be a transfer of assets rather than a transfer of a business. Accordingly, we have separately presented HOC as a subsidiary issuer in our condensed consolidating financial information prospectively from the date of the transfer.

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, HWF Issuers, HOC, Guarantors and Non-Guarantors.

	March 31, 2017
	Parent		HWF Issuers		HOC		Guarantors		Non- Guarantors			Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	3	$	11	$	848		$	—		$	862
Restricted cash and cash equivalents		—		—		87		10		27			—			124
Accounts receivable, net		—		—		11		644		256			—			911
Intercompany receivables		—		—		—		—		40			(40	)		—
Prepaid expenses		—		—		8		48		74			(1	)		129
Other		—		—		1		5		37			—			43
Total current assets		—		—		110		718		1,282			(41	)		2,069
Intangibles and Other Assets:
Investments in subsidiaries		1,588		6,975		8,127		1,588		—			(18,278	)		—
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		—		—		1		282		148			—			431
Property and equipment, net		—		—		11		61		269			—			341
Deferred income tax assets		10		4		174		—		82			(188	)		82
Other		—		11		31		235		166			—			443
Total intangibles and other assets		1,598		6,990		8,344		11,078		2,674			(18,466	)		12,218
TOTAL ASSETS	$	1,598	$	6,990	$	8,454	$	11,796	$	3,956		$	(18,507	)	$	14,287
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	—	$	6	$	176	$	1,195	$	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		216		1,244		510			(41	)		1,967
Long-term debt		—		5,357		982		—		249			—			6,588
Deferred revenues		—		—		—		22		—			—			22
Deferred income tax liabilities		—		—		—		1,884		27			(188	)		1,723
Liability for guest loyalty program		—		—		—		898		—			—			898
Other		—		7		281		499		706			—			1,493
Total liabilities		—		5,402		1,479		4,547		1,492			(229	)		12,691
Equity:
Total Hilton stockholders’ equity		1,598		1,588		6,975		7,249		2,466			(18,278	)		1,598
Noncontrolling interests		—		—		—		—		(2	)		—			(2	)
Total equity		1,598		1,588		6,975		7,249		2,464			(18,278	)		1,596
TOTAL LIABILITIES AND EQUITY	$	1,598	$	6,990	$	8,454	$	11,796	$	3,956		$	(18,507	)	$	14,287

	December 31, 2016
	Parent		HWF Issuers		HOC		Guarantors		Non- Guarantors			Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	3	$	22	$	1,037		$	—		$	1,062
Restricted cash and cash equivalents		—		—		87		9		25			—			121
Accounts receivable, net		—		—		7		484		264			—			755
Intercompany receivables		—		—		—		—		42			(42	)		—
Prepaid expenses		—		—		6		21		65			(3	)		89
Income taxes receivable		—		—		—		30		—			(17	)		13
Other		—		—		1		5		33			—			39
Current assets of discontinued operations		—		—		—		—		1,502			(24	)		1,478
Total current assets		—		—		104		571		2,968			(86	)		3,557
Intangibles and Other Assets:
Investments in subsidiaries		5,889		11,300		12,583		5,889		—			(35,661	)		—
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		—		—		1		296		150			—			447
Property and equipment, net		—		—		12		62		267			—			341
Deferred income tax assets		10		2		167		—		82			(179	)		82
Other		—		12		30		213		153			—			408
Non-current assets of discontinued operations		—		—		—		12		10,345			(10	)		10,347
Total intangibles and other assets		5,899		11,314		12,793		15,416		13,082			(35,850	)		22,654
TOTAL ASSETS	$	5,899	$	11,314	$	12,897	$	15,987	$	16,050		$	(35,936	)	$	26,211
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	—	$	26	$	293	$	1,091	$	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		335		1,168		1,215			(86	)		2,684
Long-term debt		—		5,361		981		—		241			—			6,583
Deferred revenues		—		—		—		42		—			—			42
Deferred income tax liabilities		—		—		—		1,919		38			(179	)		1,778
Liability for guest loyalty program		—		—		—		889		—			—			889
Other		—		12		277		490		713			—			1,492
Non-current liabilities of discontinued operations		—		—		4		—		6,900			(10	)		6,894
Total liabilities		—		5,425		1,597		4,508		9,107			(275	)		20,362
Equity:
Total Hilton stockholders’ equity		5,899		5,889		11,300		11,479		6,993			(35,661	)		5,899
Noncontrolling interests		—		—		—		—		(50	)		—			(50	)
Total equity		5,899		5,889		11,300		11,479		6,943			(35,661	)		5,849
TOTAL LIABILITIES AND EQUITY	$	5,899	$	11,314	$	12,897	$	15,987	$	16,050		$	(35,936	)	$	26,211

	Three Months Ended March 31, 2017
	Parent		HWF Issuers			HOC			Guarantors			Non- Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise fees	$	—	$	—		$	19		$	255		$	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		—		—			20			13			4			—			37
		—		—			39			340			391			(4	)		766
Other revenues from managed and franchised properties		—		—			45			1,220			130			—			1,395
Total revenues		—		—			84			1,560			521			(4	)		2,161
Expenses
Owned and leased hotels		—		—			—			—			272			—			272
Depreciation and amortization		—		—			1			64			24			—			89
General and administrative		—		—			79			2			24			—			105
Other expenses		—		—			12			7			8			(4	)		23
		—		—			92			73			328			(4	)		489
Other expenses from managed and franchised properties		—		—			45			1,220			130			—			1,395
Total expenses		—		—			137			1,293			458			(4	)		1,884
Operating income (loss)		—		—			(53	)		267			63			—			277
Interest expense		—		(63	)		(28	)		—			(13	)		—			(104	)
Gain (loss) on foreign currency transactions		—		—			11			21			(36	)		—			(4	)
Loss on debt extinguishment		—		(60	)		—			—			—			—			(60	)
Other non-operating income (loss), net		—		(3	)		1			1			2			—			1
Income (loss) from continuing operations before income taxes and equity in earnings from subsidiaries		—		(126	)		(69	)		289			16			—			110
Income tax benefit (expense)		—		49			27			(108	)		(3	)		—			(35	)
Income (loss) from continuing operations before equity in earnings from subsidiaries		—		(77	)		(42	)		181			13			—			75
Equity in earnings from subsidiaries		74		151			193			74			—			(492	)		—
Net income		74		74			151			255			13			(492	)		75
Net income attributable to noncontrolling interests		—		—			—			—			(1	)		—			(1	)
Net income attributable to Hilton stockholders	$	74	$	74		$	151		$	255		$	12		$	(492	)	$	74
Comprehensive income	$	94	$	72		$	155		$	255		$	30		$	(512	)	$	94
Comprehensive loss (income) attributable to noncontrolling interests		—		—			—			—			—			—			—
Comprehensive income attributable to Hilton stockholders	$	94	$	72		$	155		$	255		$	30		$	(512	)	$	94

	Three Months Ended March 31, 2016
	Parent		HWF 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			HWF Issuers			HOC			Guarantors			Non- Guarantors			Eliminations			Total
	(in millions)
Operating Activities:
Net cash provided by (used in) operating activities	$	—		$	—		$	(102	)	$	56		$	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			133			(42	)		(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			102			(42	)		(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		—			—			90			31			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		—			—			90			31			1,563			—			1,684
Cash, restricted cash and cash equivalents, end of period	$	—		$	—		$	90		$	21		$	875		$	—		$	986

	Three Months Ended March 31, 2016
	Parent			HWF 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

Note 24: Condensed Consolidating Guarantor Financial Information

In October 2013, Hilton Worldwide Finance LLC and Hilton Worldwide Finance Corp. (the “HWF Issuers”), entities that are 100 percent owned by Hilton Worldwide Parent LLC (“HWP”), which is 100 percent owned by the Parent, issued the 2021 Senior Notes. In September 2016, Hilton Domestic Operating Company Inc. (“HOC”), an entity incorporated in July 2016 that is 100 percent owned by Hilton Worldwide Finance LLC and a guarantor of the 2021 Senior Notes, assumed the 2024 Senior Notes that were issued in August 2016 by escrow issuers and are guaranteed by the HWF Issuers and HWP. The 2021 Senior Notes and the 2024 Senior Notes are referred to as the Senior Notes. The HWF Issuers and HOC are collectively referred to as the Subsidiary Issuers.

In September 2016, certain employees, assets and liabilities of a guarantor subsidiary were transferred into HOC. This transfer was considered to be a transfer of assets rather than a transfer of a business. Accordingly, we have separately presented HOC as a subsidiary issuer in our condensed consolidating financial information prospectively from the date of the transfer.

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. 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”).

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 December 31, 2016 and 2015, and for the years ended December 31, 2016, 2015 and 2014, for the Parent, HWF Issuers, HOC, Guarantors and Non-Guarantors.

	December 31, 2016
	Parent		HWF Issuers		HOC		Guarantors		Non- Guarantors			Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	3	$	22	$	1,037		$	—		$	1,062
Restricted cash and cash equivalents		—		—		87		9		25			—			121
Accounts receivable, net		—		—		7		484		264			—			755
Intercompany receivables		—		—		—		—		42			(42	)		—
Prepaid expenses		—		—		6		21		65			(3	)		89
Income taxes receivable		—		—		—		30		—			(17	)		13
Other		—		—		1		5		33			—			39
Current assets of discontinued operations		—		—		—		—		1,502			(24	)		1,478
Total current assets		—		—		104		571		2,968			(86	)		3,557
Intangibles and Other Assets:
Investments in subsidiaries		5,889		11,300		12,583		5,889		—			(35,661	)		—
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		—		—		1		296		150			—			447
Property and equipment, net		—		—		12		62		267			—			341
Deferred income tax assets		10		2		167		—		82			(179	)		82
Other		—		12		30		213		153			—			408
Non-current assets of discontinued operations		—		—		—		12		10,345			(10	)		10,347
Total intangibles and other assets		5,899		11,314		12,793		15,416		13,082			(35,850	)		22,654
TOTAL ASSETS	$	5,899	$	11,314	$	12,897	$	15,987	$	16,050		$	(35,936	)	$	26,211
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	—	$	26	$	293	$	1,091	$	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		335		1,168		1,215			(86	)		2,684
Long-term debt		—		5,361		981		—		241			—			6,583
Deferred revenues		—		—		—		42		—			—			42
Deferred income tax liabilities		—		—		—		1,919		38			(179	)		1,778
Liability for guest loyalty program		—		—		—		889		—			—			889
Other		—		12		277		490		713			—			1,492
Non-current liabilities of discontinued operations		—		—		4		—		6,900			(10	)		6,894
Total liabilities		—		5,425		1,597		4,508		9,107			(275	)		20,362
Equity:
Total Hilton stockholders’ equity		5,899		5,889		11,300		11,479		6,993			(35,661	)		5,899
Noncontrolling interests		—		—		—		—		(50	)		—			(50	)
Total equity		5,899		5,889		11,300		11,479		6,943			(35,661	)		5,849
TOTAL LIABILITIES AND EQUITY	$	5,899	$	11,314	$	12,897	$	15,987	$	16,050		$	(35,936	)	$	26,211

	December 31, 2015
	Parent		HWF Issuers		Guarantors		Non- Guarantors			Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	18	$	495		$	—		$	513
Restricted cash and cash equivalents		—		—		91		29			—			120
Accounts receivable, net		—		—		406		258			—			664
Prepaid expenses		—		—		36		79			(3	)		112
Income taxes receivable		—		—		120		—			(23	)		97
Other		—		—		3		32			—			35
Current assets of discontinued operations		—		—		—		1,070			(26	)		1,044
Total current assets		—		—		674		1,963			(52	)		2,585
Intangibles and Other Assets:
Investments in subsidiaries		6,166		11,854		6,457		—			(24,477	)		—
Goodwill		—		—		3,824		1,456			—			5,280
Brands		—		—		4,405		514			—			4,919
Management and franchise contracts, net		—		—		818		271			—			1,089
Other intangible assets, net		—		—		334		189			—			523
Property and equipment, net		—		—		73		338			—			411
Deferred income tax assets		24		3		—		59			(27	)		59
Other		—		9		200		123			—			332
Non-current assets of discontinued operations		—		—		28		10,396			—			10,424
Total 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	$	1,168	$	415		$	(3	)	$	1,619
Current maturities of long-term debt		—		—		—		7			—			7
Income taxes payable		—		—		—		50			(23	)		27
Current liabilities of discontinued operations		—		—		71		767			(26	)		812
Total current liabilities		—		39		1,239		1,239			(52	)		2,465
Long-term debt		—		5,647		—		240			—			5,887
Deferred revenues		—		—		251		—			—			251
Deferred income tax liabilities		—		—		1,813		89			(27	)		1,875
Liability for guest loyalty program		—		—		784		—			—			784
Other		205		14		808		238			—			1,265
Non-current liabilities of discontinued operations		—		—		64		7,080			—			7,144
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			HWF Issuers			HOC			Guarantors			Non- Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise fees	$	—		$	—		$	21			$ 1,031		$	112		$	(10	)	$	1,154
Base and other management fees		—			—			—			126			116			—			242
Incentive management fees		—			—			—			16			126			—			142
Owned and leased hotels		—			—			—			—			1,452			—			1,452
Other revenues		—			—			10			61			11			—			82
		—			—			31			1,234			1,817			(10	)		3,072
Other revenues from managed and franchised properties		—			—			32			3,777			501			—			4,310
Total revenues		—			—			63			5,011			2,318			(10	)		7,382
Expenses
Owned and leased hotels		—			—			—			—			1,295			—			1,295
Depreciation and amortization		—			—			1			272			91			—			364
Impairment loss		—			—			—			—			15			—			15
General and administrative		—			—			90			204			109			—			403
Other expenses		—			—			1			31			29			(10	)		51
		—			—			92			507			1,539			(10	)		2,128
Other expenses from managed and franchised properties		—			—			32			3,777			501			—			4,310
Total expenses		—			—			124			4,284			2,040			(10	)		6,438
Gain on sales of assets, net		—			—			—			—			8			—			8
Operating income (loss)		—			—			(61	)		727			286			—			952
Interest expense		—			(261	)		(30	)		(51	)		(52	)					(394	)
Gain (loss) on foreign currency transactions		—			—			11			(150	)		123			—			(16	)
Other non-operating income, net		—			1			1			8			4			—			14
Income (loss) from continuing operations before income taxes and equity in losses from subsidiaries		—			(260	)		(79	)		534			361			—			556
Income tax benefit (expense)		193			100			32			(319	)		(570	)		—			(564	)
Income (loss) from continuing operations before equity in losses from subsidiaries		193			(160	)		(47	)		215			(209	)		—			(8	)
Equity in losses from subsidiaries		(211	)		(51	)		(4	)		(211	)		—			477			—
Income (loss) from continuing operations, net of taxes		(18	)		(211	)		(51	)		4			(209	)		477			(8	)
Income from discontinued operations, net of taxes		366			366			366			428			374			(1,528	)		372
Net income		348			155			315			432			165			(1,051	)		364
Net income attributable to noncontrolling interests		—			—			—			—			(16	)		—			(16	)
Net income attributable to Hilton stockholders	$	348		$	155		$	315		$	432		$	149		$	(1,051	)	$	348
Comprehensive income	$	131		$	153		$	320		$	361		$	15		$	(834	)	$	146
Comprehensive income attributable to noncontrolling interests		—			—			—			—			(15	)		—			(15	)
Comprehensive income attributable to Hilton stockholders	$	131		$	153		$	320		$	361		$	—		$	(834	)	$	131

	Year Ended December 31, 2015
	Parent			HWF Issuers			Guarantors			Non- Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise fees	$	—		$	—		$	998		$	101		$	(12	)	$	1,087
Base and other management fees		—			—			125			105			—			230
Incentive management fees		—			—			18			120			—			138
Owned and leased hotels		—			—			—			1,596			—			1,596
Other revenues		—			—			61			10			—			71
		—			—			1,202			1,932			(12	)		3,122
Other revenues from managed and franchised properties		—			—			3,510			501			—			4,011
Total revenues		—			—			4,712			2,433			(12	)		7,133
Expenses
Owned and leased hotels		—			—			—			1,414			—			1,414
Depreciation and amortization		—			—			288			97			—			385
Impairment loss		—			—			—			9			—			9
General and administrative		—			—			424			113			—			537
Other expenses		—			—			37			15			(12	)		40
		—			—			749			1,648			(12	)		2,385
Other expenses from managed and franchised properties		—			—			3,510			501			—			4,011
Total expenses		—			—			4,259			2,149			(12	)		6,396
Gain on sales of assets, net		—			—			—			163			—			163
Operating income		—			—			453			447			—			900
Interest expense		—			(281	)		(50	)		(46	)		—			(377	)
Gain (loss) on foreign currency transactions		—			—			77			(118	)		—			(41	)
Other non-operating income, net		—			—			14			37			—			51
Income (loss) from continuing operations before income taxes and equity in earnings from subsidiaries		—			(281	)		494			320			—			533
Income tax benefit (expense)		(7	)		108			189			58			—			348
Income (loss) from continuing operations before equity in earnings from subsidiaries		(7	)		(173	)		683			378			—			881
Equity in earnings from subsidiaries		883			1,056			373			—			(2,312	)		—
Income from continuing operations, net of taxes		876			883			1,056			378			(2,312	)		881
Income from discontinued operations, net of taxes		528			528			528			460			(1,509	)		535
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			HWF Issuers			Guarantors			Non- Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise fees	$	—		$	—		$	826		$	85		$	(6	)	$	905
Base and other management fees		—			—			129			102			(4	)		227
Incentive management fees		—			—			17			116			—			133
Owned and leased hotels		—			—			—			1,776			—			1,776
Other revenues		—			—			71			9			—			80
		—			—			1,043			2,088			(10	)		3,121
Other revenues from managed and franchised properties		—			—			3,120			447			—			3,567
Total revenues		—			—			4,163			2,535			(10	)		6,688
Expenses
Owned and leased hotels		—			—			—			1,586			—			1,586
Depreciation and amortization		—			—			263			100			—			363
General and administrative		—			—			303			108			—			411
Other expenses		—			—			49			19			(10	)		58
		—			—			615			1,813			(10	)		2,418
Other expenses from managed and franchised properties		—			—			3,120			447			—			3,567
Total expenses		—			—			3,735			2,260			(10	)		5,985
Operating income		—			—			428			275			—			703
Interest expense		—			(334	)		(54	)		(28	)		—			(416	)
Gain (loss) on foreign currency transactions		—			—			443			(417	)		—			26
Other non-operating income, net		—			—			9			11			—			20
Income (loss) from continuing operations before income taxes and equity in earnings from subsidiaries		—			(334	)		826			(159	)		—			333
Income tax benefit (expense)		(5	)		128			(306	)		29			—			(154	)
Income (loss) from continuing operations before equity in earnings from subsidiaries		(5	)		(206	)		520			(130	)		—			179
Equity in earnings (losses) from subsidiaries		179			385			(135	)		—			(429	)		—
Income (loss) from continuing operations, net of taxes		174			179			385			(130	)		(429	)		179
Income from discontinued operations, net of taxes		499			499			499			450			(1,444	)		503
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			HWF Issuers			HOC			Guarantors			Non- Guarantors			Eliminations			Total
	(in millions)
Operating Activities:
Net cash provided by (used in) operating activities	$	—		$	(37	)	$	—		$	912		$	1,095		$	(605	)	$	1,365
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	)
Debt issuance costs		—			(17	)		(20	)		—			(39	)		—			(76	)
Intercompany borrowings		—			—			—			42			192			(234	)		—
Repayment of intercompany borrowings		—			—			—			—			(192	)		192			—
Intercompany transfers		277			326			(890	)		(854	)		1,141			—			—
Dividends paid		(277	)		—			—			—			—			—			(277	)
Intercompany dividends		—			—			—			—			(605	)		605			—
Distributions to noncontrolling interests		—			—			—			—			(32	)		—			(32	)
Tax withholdings on share-based compensation		—			—			—			(15	)		—			—			(15	)
Net cash provided by (used in) financing activities		—			43			90			(827	)		87			563			(44	)
Effect of exchange rate changes on cash, restricted cash and cash equivalents		—			—			—			—			(15	)		—			(15	)
Net increase (decrease) in cash, restricted cash and cash equivalents		—			—			90			(78	)		816			—			828
Cash, restricted cash and cash equivalents from continuing operations, beginning of period		—			—			—			109			524			—			633
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period		—			—			—			—			223			—			223
Cash, restricted cash and cash equivalents, beginning of period		—			—			—			109			747			—			856
Cash, restricted cash and cash equivalents from continuing operations, end of period		—			—			90			31			1,062			—			1,183
Cash, restricted cash and cash equivalents from discontinued operations, end of period		—			—			—			—			501			—			501
Cash, restricted cash and cash equivalents, end of period	$	—		$	—		$	90		$	31		$	1,563		$	—		$	1,684

	Year Ended December 31, 2015
	Parent			HWF Issuers			Guarantors			Non- Guarantors			Eliminations			Total
	(in millions)
Operating Activities:
Net cash provided by operating activities	$	—		$	184		$	975		$	723		$	(436	)	$	1,446
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	)
Capitalized software 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	)
Tax withholdings on share-based compensation		—			—			(31	)		—			—			(31	)
Net cash provided by (used in) financing activities		—			(184	)		(908	)		(1,097	)		436			(1,753	)
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 from continuing operations, beginning of period		—			—			119			509			—			628
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period		—			—			1			139			—			140
Cash, restricted cash and cash equivalents, beginning of period		—			—			120			648			—			768
Cash, restricted cash and cash equivalents from continuing operations, end of period		—			—			109			524			—			633
Cash, restricted cash and cash equivalents from discontinued operations, end of period		—			—			—			223			—			223
Cash, restricted cash and cash equivalents, end of period	$	—		$	—		$	109		$	747		$	—		$	856

	Year Ended December 31, 2014
	Parent		HWF 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	)
Capitalized software 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 from continuing operations, beginning of period		—		—			201			505			—			706
Cash, restricted cash and cash equivalents from discontinued operations, beginning of period		—		—			1			153			—			154
Cash, restricted cash and cash equivalents, beginning of period		—		—			202			658			—			860
Cash, restricted cash and cash equivalents from continuing operations, end of period		—		—			119			509			—			628
Cash, restricted cash and cash equivalents from discontinued operations, end of period		—		—			1			139			—			140
Cash, restricted cash and cash equivalents, end of period	$	—	$	—		$	120		$	648		$	—		$	768