Condensed Consolidating Guarantor Financial Information

In April 2018, Hilton Domestic Operating Company Inc. ("HOC"), which is 100 percent owned by Hilton Worldwide Finance LLC, issued the 2026 Senior Notes. In March 2017, 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 2025 Senior Notes and 2027 Senior Notes. In September 2016, HOC assumed the 2024 Senior Notes that were issued in August 2016 by escrow issuers. In October 2013, the HWF Issuers issued the 2021 Senior Notes, which were redeemed in full in March 2017. See Note 9: "Debt" for additional information.

The HWF Issuers are guarantors of the 2026 Senior Notes and the 2024 Senior Notes. HOC is a guarantor of the 2025 Senior Notes and the 2027 Senior Notes and was a guarantor of the 2021 Senior Notes prior to their redemption. The 2024 Senior Notes, 2025 Senior Notes, 2026 Senior Notes and 2027 Senior Notes are collectively referred to as the Senior Notes. 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 HWP, 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 our senior secured credit facility will guarantee the Senior Notes. As of December 31, 2018, none of our foreign subsidiaries or U.S. subsidiaries owned by foreign subsidiaries or conducting foreign operations or our non-wholly owned subsidiaries guaranteed 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 our 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 tables present the condensed consolidating financial information as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016, for the Parent, HWF Issuers, HOC, Guarantors and Non-Guarantors.



	December 31, 2018
	Parent		HWF Issuers		HOC		Guarantors		Non-Guarantors		Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	3	$	17	$	383	$	—		$	403
Restricted cash and cash equivalents	—		—		34		15		32		—			81
Accounts receivable, net	—		—		10		735		405		—			1,150
Intercompany receivables	—		—		—		—		40		(40		)	—
Prepaid expenses	—		—		52		37		80		(9		)	160
Income taxes receivable	—		—		—		23		—		(3		)	20
Other	—		1		1		13		154		—			169
Total current assets	—		1		100		840		1,094		(52		)	1,983
Intangibles and Other Assets:
Investments in subsidiaries	557		5,131		7,930		557		—		(14,175		)	—
Goodwill	—		—		—		3,824		1,336		—			5,160
Brands	—		—		—		4,404		465		—			4,869
Management and franchise contracts, net	—		—		—		556		316		—			872
Other intangible assets, net	—		—		—		287		128		—			415
Property and equipment, net	—		—		27		65		275		—			367
Deferred income tax assets	4		—		94		—		90		(98		)	90
Other	—		23		33		22		161		—			239
Total intangibles and other assets	561		5,154		8,084		9,715		2,771		(14,273		)	12,012
TOTAL ASSETS	$	561	$	5,155	$	8,184	$	10,555	$	3,865	$	(14,325	)	$	13,995
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	10	$	19	$	229	$	529	$	743	$	—		$	1,530
Current portion of deferred revenues	—		—		106		239		14		(9		)	350
Intercompany payables	—		—		40		—		—		(40		)	—
Current maturities of long-term debt	—		—		—		—		16		—			16
Income taxes payable	—		—		—		—		22		(3		)	19
Current portion of liability for guest loyalty program	—		—		—		700		—		—			700
Total current liabilities	10		19		375		1,468		795		(52		)	2,615
Long-term debt	—		4,573		2,467		—		226		—			7,266
Deferred revenues	—		—		—		762		64		—			826
Deferred income tax liabilities	—		6		—		962		28		(98		)	898
Liability for guest loyalty program	—		—		—		969		—		—			969
Other	—		—		211		93		559		—			863
Total liabilities	10		4,598		3,053		4,254		1,672		(150		)	13,437
Equity:
Total Hilton stockholders' equity	551		557		5,131		6,301		2,186		(14,175		)	551
Noncontrolling interests	—		—		—		—		7		—			7
Total equity	551		557		5,131		6,301		2,193		(14,175		)	558
TOTAL LIABILITIES AND EQUITY	$	561	$	5,155	$	8,184	$	10,555	$	3,865	$	(14,325	)	$	13,995



	December 31, 2017
	Parent		HWF Issuers		HOC		Guarantors		Non-Guarantors		Eliminations			Total
	(in millions)
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	2	$	18	$	550	$	—		$	570
Restricted cash and cash equivalents	—		—		61		10		29		—			100
Accounts receivable, net	—		—		18		712		275		—			1,005
Intercompany receivables	—		—		—		—		40		(40		)	—
Prepaid expenses	—		—		25		24		84		(6		)	127
Income taxes receivable	—		—		—		60		—		(24		)	36
Other	—		—		1		13		155		—			169
Total current assets	—		—		107		837		1,133		(70		)	2,007
Intangibles and Other Assets:
Investments in subsidiaries	1,697		7,067		8,326		1,697		—		(18,787		)	—
Goodwill	—		—		—		3,824		1,366		—			5,190
Brands	—		—		—		4,405		485		—			4,890
Management and franchise contracts, net	—		—		2		645		306		—			953
Other intangible assets, net	—		—		1		283		149		—			433
Property and equipment, net	—		—		20		67		266		—			353
Deferred income tax assets	6		—		104		—		127		(126		)	111
Other	—		20		32		67		172		—			291
Total intangibles and other assets	1,703		7,087		8,485		10,988		2,871		(18,913		)	12,221
TOTAL ASSETS	$	1,703	$	7,087	$	8,592	$	11,825	$	4,004	$	(18,983	)	$	14,228
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other	$	15	$	20	$	184	$	576	$	624	$	(3	)	$	1,416
Current portion of deferred revenues	—		—		90		266		13		(3		)	366
Intercompany payables	—		—		40		—		—		(40		)	—
Current maturities of long-term debt	—		32		—		—		14		—			46
Income taxes payable	—		—		—		—		36		(24		)	12
Current portion of liability for guest loyalty program	—		—		—		622		—		—			622
Total current liabilities	15		52		314		1,464		687		(70		)	2,462
Long-term debt	—		5,333		983		—		240		—			6,556
Deferred revenues	—		—		—		770		59		—			829
Deferred income tax liabilities	—		5		—		1,052		—		(126		)	931
Liability for guest loyalty program	—		—		—		839		—		—			839
Other	—		—		228		64		628		—			920
Total liabilities	15		5,390		1,525		4,189		1,614		(196		)	12,537
Equity:
Total Hilton stockholders' equity	1,688		1,697		7,067		7,636		2,387		(18,787		)	1,688
Noncontrolling interests	—		—		—		—		3		—			3
Total equity	1,688		1,697		7,067		7,636		2,390		(18,787		)	1,691
TOTAL LIABILITIES AND EQUITY	$	1,703	$	7,087	$	8,592	$	11,825	$	4,004	$	(18,983	)	$	14,228



	Year Ended December 31, 2018
	Parent		HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise and licensing fees	$	—	$	—		$	227		$	1,182		$	139		$	(18	)	$	1,530
Base and other management fees	—		—			1			205			115			—			321
Incentive management fees	—		—			—			78			157			—			235
Owned and leased hotels	—		—			—			—			1,484			—			1,484
Other revenues	—		—			6			81			11			—			98
	—		—			234			1,546			1,906			(18		)	3,668
Other revenues from managed and franchised properties	—		—			245			4,376			617			—			5,238
Total revenues	—		—			479			5,922			2,523			(18		)	8,906

Expenses
Owned and leased hotels	—		—			—			—			1,332			—			1,332
Depreciation and amortization	—		—			6			237			82			—			325
General and administrative	—		—			323			—			130			(10		)	443
Other expenses	—		—			7			22			30			(8		)	51
	—		—			336			259			1,574			(18		)	2,151
Other expenses from managed and franchised properties	—		—			236			4,466			621			—			5,323
Total expenses	—		—			572			4,725			2,195			(18		)	7,474

Operating income (loss)	—		—			(93		)	1,197			328			—			1,432

Interest expense	—		(227		)	(106		)	—			(38		)	—			(371		)
Gain (loss) on foreign currency transactions	—		—			4			84			(99		)	—			(11		)
Other non-operating income (loss), net	—		(9		)	3			16			18			—			28

Income (loss) before income taxes and equity in earnings from subsidiaries	—		(236		)	(192		)	1,297			209			—			1,078

Income tax benefit (expense)	—		57			39			(309		)	(96		)	—			(309		)

Income (loss) before equity in earnings from subsidiaries	—		(179		)	(153		)	988			113			—			769

Equity in earnings from subsidiaries	764		943			1,096			764			—			(3,567		)	—

Net income	764		764			943			1,752			113			(3,567		)	769
Net income attributable to noncontrolling interests	—		—			—			—			(5		)	—			(5		)
Net income attributable to Hilton stockholders	$	764	$	764		$	943		$	1,752		$	108		$	(3,567	)	$	764

Comprehensive income	$	707	$	784		$	932		$	1,751		$	48		$	(3,510	)	$	712
Comprehensive income attributable to noncontrolling interests	—		—			—			—			(5		)	—			(5		)
Comprehensive income attributable to Hilton stockholders	$	707	$	784		$	932		$	1,751		$	43		$	(3,510	)	$	707



	Year Ended December 31, 2017
	Parent			HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise and licensing fees	$	—		$	—		$	143		$	1,077		$	118		$	(17	)	$	1,321
Base and other management fees	—			—			1			195			128			—			324
Incentive management fees	—			—			—			76			146			—			222
Owned and leased hotels	—			—			—			—			1,432			—			1,432
Other revenues	—			—			31			70			11			(7		)	105
	—			—			175			1,418			1,835			(24		)	3,404
Other revenues from managed and franchised properties	—			—			159			3,986			582			—			4,727
Total revenues	—			—			334			5,404			2,417			(24		)	8,131

Expenses
Owned and leased hotels	—			—			—			—			1,269			—			1,269
Depreciation and amortization	—			—			5			242			89			—			336
General and administrative	—			—			327			—			118			(6		)	439
Other expenses	—			—			17			29			27			(17		)	56
	—			—			349			271			1,503			(23		)	2,100
Other expenses from managed and franchised properties	—			—			147			4,147			605			—			4,899
Total expenses	—			—			496			4,418			2,108			(23		)	6,999

Gain (loss) on sales of assets, net	—			—			—			(1		)	1			—			—

Operating income (loss)	—			—			(162		)	985			310			(1		)	1,132

Interest expense	—			(244		)	(61		)	—			(47		)	1			(351		)
Gain (loss) on foreign currency transactions	—			—			10			124			(131		)	—			3
Loss on debt extinguishment	—			(60		)	—			—			—			—			(60		)
Other non-operating income (loss), net	—			(3		)	4			7			21			—			29

Income (loss) before income taxes and equity in earnings from subsidiaries	—			(307		)	(209		)	1,116			153			—			753

Income tax benefit (expense)	(3		)	122			26			89			102			—			336

Income (loss) before equity in earnings from subsidiaries	(3		)	(185		)	(183		)	1,205			255			—			1,089

Equity in earnings from subsidiaries	1,087			1,272			1,455			1,087			—			(4,901		)	—

Net income	1,084			1,087			1,272			2,292			255			(4,901		)	1,089
Net income attributable to noncontrolling interests	—			—			—			—			(5		)	—			(5		)
Net income attributable to Hilton stockholders	$	1,084		$	1,087		$	1,272		$	2,292		$	250		$	(4,901	)	$	1,084

Comprehensive income	$	1,281		$	1,101		$	1,288		$	2,295		$	419		$	(5,098	)	$	1,286
Comprehensive income attributable to noncontrolling interests	—			—			—			—			(5		)	—			(5		)
Comprehensive income attributable to Hilton stockholders	$	1,281		$	1,101		$	1,288		$	2,295		$	414		$	(5,098	)	$	1,281



	Year Ended December 31, 2016
	Parent			HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Revenues
Franchise and licensing fees	$	—		$	—		$	21		$	974		$	106		$	(10	)	$	1,091
Base and other management fees	—			—			—			122			108			—			230
Incentive management fees	—			—			—			16			126			—			142
Owned and leased hotels	—			—			—			—			1,434			—			1,434
Other revenues	—			—			10			61			11			—			82
	—			—			31			1,173			1,785			(10		)	2,979
Other revenues from managed and franchised properties	—			—			32			3,053			512			—			3,597
Total revenues	—			—			63			4,226			2,297			(10		)	6,576

Expenses
Owned and leased hotels	—			—			—			—			1,279			—			1,279
Depreciation and amortization	—			—			1			266			86			—			353
General and administrative	—			—			90			203			116			—			409
Other expenses	—			—			1			31			44			(10		)	66
	—			—			92			500			1,525			(10		)	2,107
Other expenses from managed and franchised properties	—			—			32			3,083			494			—			3,609
Total expenses	—			—			124			3,583			2,019			(10		)	5,716

Gain on sales of assets, net	—			—			—			—			8			—			8

Operating income (loss)	—			—			(61		)	643			286			—			868

Interest expense	—			(261		)	(14		)	(12		)	(47		)	—			(334		)
Gain (loss) on foreign currency transactions	—			—			11			(150		)	123			—			(16		)
Other non-operating income, net	—			1			1			7			13			—			22

Income (loss) from continuing operations before income taxes and equity in losses from subsidiaries	—			(260		)	(63		)	488			375			—			540

Income tax benefit (expense)	193			100			26			(297		)	(579		)	—			(557		)

Income (loss) from continuing operations before equity in losses from subsidiaries	193			(160		)	(37		)	191			(204		)	—			(17		)

Equity in losses from subsidiaries	(220		)	(60		)	(23		)	(220		)	—			523			—

Loss from continuing operations, net of taxes	(27		)	(220		)	(60		)	(29		)	(204		)	523			(17		)
Income from discontinued operations, net of taxes	365			365			365			426			375			(1,525		)	371
Net income	338			145			305			397			171			(1,002		)	354
Net income attributable to noncontrolling interests	—			—			—			—			(16		)	—			(16		)
Net income attributable to Hilton stockholders	$	338		$	145		$	305		$	397		$	155		$	(1,002	)	$	338

Comprehensive income	$	121		$	143		$	310		$	326		$	21		$	(785	)	$	136
Comprehensive income attributable to noncontrolling interests	—			—			—			—			(15		)	—			(15		)
Comprehensive income attributable to Hilton stockholders	$	121		$	143		$	310		$	326		$	6		$	(785	)	$	121



	Year Ended December 31, 2018
	Parent			HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations		Total
	(in millions)
Operating Activities:
Net cash provided by (used in) operating activities	$	—		$	(185	)	$	(8	)	$	1,267		$	181		$	—	$	1,255
Investing Activities:
Capital expenditures for property and equipment	—			—			(9		)	(7		)	(56		)	—		(72		)
Payments received on other financing receivables	—			—			—			49			1			—		50
Capitalized software costs	—			—			—			(87		)	—			—		(87		)
Other	—			—			—			(6		)	(16		)	—		(22		)
Net cash used in investing activities	—			—			(9		)	(51		)	(71		)	—		(131		)
Financing Activities:
Borrowings	—			175			1,500			—			1			—		1,676
Repayment of debt	—			(985		)	—			—			(20		)	—		(1,005		)
Debt issuance costs	—			—			(21		)	—			—			—		(21		)
Intercompany transfers	1,902			995			(1,444		)	(1,209		)	(244		)	—		—
Dividends paid	(181		)	—			—			—			—			—		(181		)
Repurchases of common stock	(1,721		)	—			—			—			—			—		(1,721		)
Distributions to noncontrolling interests	—			—			—			—			(1		)	—		(1		)
Tax withholdings on share-based compensation	—			—			(44		)	—			—			—		(44		)
Acquisition of noncontrolling interest	—			—			—			(3		)	—			—		(3		)
Net cash provided by (used in) financing activities	—			185			(9		)	(1,212		)	(264		)	—		(1,300		)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	—			—			—			—			(10		)	—		(10		)
Net increase (decrease) in cash, restricted cash and cash equivalents	—			—			(26		)	4			(164		)	—		(186		)
Cash, restricted cash and cash equivalents, beginning of period	—			—			63			28			579			—		670
Cash, restricted cash and cash equivalents, end of period	$	—		$	—		$	37		$	32		$	415		$	—	$	484



	Year Ended December 31, 2017
	Parent			HWF Issuers			HOC			Guarantors			Non-Guarantors			Eliminations			Total
	(in millions)
Operating Activities:
Net cash provided by (used in) operating activities	$	—		$	(113	)	$	(103	)	$	950		$	285		$	(170	)	$	849
Investing Activities:
Capital expenditures for property and equipment	—			—			(12		)	(12		)	(34		)	—			(58		)
Payments received on other financing receivables	—			—			—			7			—			—			7
Capitalized software costs	—			—			—			(75		)	—			—			(75		)
Other	—			(13		)	—			(8		)	3			(3		)	(21		)
Net cash used in investing activities	—			(13		)	(12		)	(88		)	(31		)	(3		)	(147		)
Financing Activities:
Borrowings	—			1,822			—			—			2			—			1,824
Repayment of debt	—			(1,852		)	—			—			(8		)	—			(1,860		)
Debt issuance costs and redemption premium	—			(69		)	—			—			—			—			(69		)
Repayment of intercompany borrowings	—			—			(3		)	—			—			3			—
Intercompany transfers	1,086			225			122			(865		)	(568		)	—			—
Dividends paid	(195		)	—			—			—			—			—			(195		)
Intercompany dividends	—			—			—			—			(170		)	170			—
Cash transferred in spin-offs of Park and HGV	—			—			—			—			(501		)	—			(501		)
Repurchases of common stock	(891		)	—			—			—			—			—			(891		)
Distributions to noncontrolling interests	—			—			—			—			(1		)	—			(1		)
Tax withholdings on share-based compensation	—			—			(31		)	—			—			—			(31		)
Net cash provided by (used in) financing activities	—			126			88			(865		)	(1,246		)	173			(1,724		)
Effect of exchange rate changes on cash, restricted cash and cash equivalents	—			—			—			—			8			—			8
Net decrease in cash, restricted cash and cash equivalents	—			—			(27		)	(3		)	(984		)	—			(1,014		)
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	$	—		$	—		$	63		$	28		$	579		$	—		$	670



	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	)	$	—		$	866		$	1,086		$	(605	)	$	1,310
Investing Activities:
Capital expenditures for property and equipment	—			—			—			(9		)	(308		)	—			(317		)
Payments received on other financing receivables	—			—			—			2			1			—			3
Issuance of intercompany receivables	—			—			—			(192		)	(42		)	234			—
Payments received on intercompany receivables	—			—			—			192			—			(192		)	—
Capitalized software costs	—			—			—			(73		)	(8		)	—			(81		)
Other	—			(6		)	—			(37		)	15			—			(28		)
Net cash used in investing activities	—			(6		)	—			(117		)	(342		)	42			(423		)
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