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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 10-Q
__________________________________
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to
Commission File Number 001-37795
___________________________________
Park Hotels & Resorts Inc.
(Exact name of Registrant as specified in its Charter)
___________________________________
Delaware36-2058176
(State or other jurisdiction of
incorporation or organization)		(I.R.S Employer
Identification No.)
1775 Tysons Boulevard, 7th Floor, Tysons, VA
22102
(Address of principal executive offices)(Zip Code)
(Registrant’s telephone number, including area code): (571) 302-5757
Securities registered pursuant to Section 12(b) of the Act.
Title of each classTrading SymbolName of exchange on which registered
Common Stock, $0.01 par value per sharePKNew York Stock Exchange
___________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of common stock outstanding on October 25, 2024 was 206,404,619.

Table of Contents
Page
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
PARK HOTELS & RESORTS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
September 30, 2024December 31, 2023
(unaudited)
ASSETS
Property and equipment, net$7,413 $7,459 
Contract asset804 760 
Intangibles, net42 42 
Cash and cash equivalents480 717 
Restricted cash38 33 
Accounts receivable, net of allowance for doubtful accounts of $3 and $3
124 112 
Prepaid expenses57 59 
Other assets38 40 
Operating lease right-of-use assets177 197 
TOTAL ASSETS (variable interest entities – $231 and $236)
$9,173 $9,419 
LIABILITIES AND EQUITY
Liabilities
Debt$3,855 $3,765 
Debt associated with hotels in receivership725 725 
Accrued interest associated with hotels in receivership79 35 
Accounts payable and accrued expenses240 210 
Dividends payable57 362 
Due to hotel managers111 131 
Other liabilities187 200 
Operating lease liabilities212 223 
Total liabilities (variable interest entities – $215 and $218)
5,466 5,651 
Commitments and contingencies – refer to Note 12
Stockholders' Equity
Common stock, par value $0.01 per share, 6,000,000,000 shares authorized, 207,257,541 shares issued and 206,403,675 shares outstanding as of September 30, 2024 and 210,676,264 shares issued and 209,987,581 shares outstanding as of December 31, 2023
2 2 
Additional paid-in capital4,103 4,156 
Accumulated deficit(353)(344)
Total stockholders' equity3,752 3,814 
Noncontrolling interests(45)(46)
Total equity3,707 3,768 
TOTAL LIABILITIES AND EQUITY$9,173 $9,419 
Refer to the notes to the unaudited condensed consolidated financial statements.
3
PARK HOTELS & RESORTS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in millions, except per share data)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Revenues
Rooms$403 $432 $1,193 $1,256 
Food and beverage157 159 521 518 
Ancillary hotel68 66 196 203 
Other21 22 64 64 
Total revenues649 679 1,974 2,041 
Operating expenses
Rooms107 119 314 343 
Food and beverage112 122 356 377 
Other departmental and support154 161 454 484 
Other property65 59 174 182 
Management fees30 31 93 95 
Impairment and casualty loss— — 13 204 
Depreciation and amortization63 65 192 193 
Corporate general and administrative17 18 52 50 
Other21 19 62 61 
Total expenses569 594 1,710 1,989 
Gain on sale of assets, net— — — 15 
Gain on derecognition of assets15 — 44 — 
Operating income95 85 308 67 
Interest income6 9 16 29 
Interest expense(54)(51)(161)(155)
Interest expense associated with hotels in receivership(15)(14)(44)(31)
Equity in earnings from investments in affiliates28 2 29 9 
Other (loss) gain, net(1)— (4)4 
Income (loss) before income taxes59 31 144 (77)
Income tax (expense) benefit(2)— 9 (5)
Net income (loss)57 31 153 (82)
Net income attributable to noncontrolling interests(3)(4)(7)(8)
Net income (loss) attributable to stockholders$54 $27 $146 $(90)
Earnings (loss) per share:
Earnings (loss) per share – Basic$0.26 $0.13 $0.70 $(0.42)
Earnings (loss) per share – Diluted$0.26 $0.13 $0.69 $(0.42)
Weighted average shares outstanding – Basic206212208216
Weighted average shares outstanding – Diluted208212210216
Refer to the notes to the unaudited condensed consolidated financial statements.
4
PARK HOTELS & RESORTS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in millions)
Nine Months Ended
September 30,
20242023
Operating Activities:
Net income (loss)$153 $(82)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization192 193 
Gain on sales of assets, net— (15)
Gain on derecognition of assets(44)— 
Impairment and casualty loss12 204 
Equity in earnings from investments in affiliates(29)(9)
Other loss, net3 — 
Share-based compensation expense14 14 
Amortization of deferred financing costs6 7 
Distributions from unconsolidated affiliates4 9 
Deferred income taxes(13)— 
Changes in operating assets and liabilities51 56 
Net cash provided by operating activities349 377 
Investing Activities:
Capital expenditures for property and equipment(164)(195)
Acquisitions, net— (11)
Proceeds from asset dispositions, net— 116 
Proceeds from the sale of investments in affiliates, net— 3 
Distributions from unconsolidated affiliates33 — 
Contributions to unconsolidated affiliates(3)(4)
Net cash used in investing activities(134)(91)
Financing Activities:
Proceeds from issuance of Senior Notes550 — 
Repurchase or redemption of Senior Notes(650)— 
Borrowings from credit facilities200 — 
Repayments of credit facilities— (50)
Repayments of mortgage debt(6)(82)
Debt issuance costs(11)(1)
Dividends paid(459)(120)
Distributions to noncontrolling interests, net(6)(4)
Tax withholdings on share-based compensation(5)(2)
Repurchase of common stock(60)(180)
Net cash used in financing activities(447)(439)
Net decrease in cash and cash equivalents and restricted cash(232)(153)
Cash and cash equivalents and restricted cash, beginning of period750 939 
Cash and cash equivalents and restricted cash, end of period$518 $786 
Supplemental Disclosures
Non-cash financing activities:
Dividends declared but unpaid$51 $31 
Refer to the notes to the unaudited condensed consolidated financial statements.
5
PARK HOTELS & RESORTS INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited, in millions)
Common StockAdditional
Paid-in
Capital 		Accumulated
Deficit		Non-
controlling
Interests 		Total
Shares Amount
Balance as of December 31, 2023210$2 $4,156 $(344)$(46)$3,768 
Share-based compensation, net1— (2)2 — — 
Net income—— — 28 1 29 
Dividends and dividend equivalents(1)
—— — (53)— (53)
Distributions to noncontrolling interests—— — — (2)(2)
Balance as of March 31, 20242112 4,154 (367)(47)3,742 
Share-based compensation, net—— 4 — — 4 
Net income—— — 64 3 67 
Dividends and dividend equivalents(1)
—— — (52)— (52)
Repurchase of common stock(2)—(25)— — (25)
Balance as of June 30, 20242092 4,133 (355)(44)3,736 
Share-based compensation, net—— 5 — — 5 
Net income—— — 54 3 57 
Dividends and dividend equivalents(1)
—— — (52)— (52)
Distributions to noncontrolling interests—— — — (4)(4)
Repurchase of common stock(3)— (35)— — (35)
Balance as of September 30, 2024206$2 $4,103 $(353)$(45)$3,707 
Common StockAdditional
Paid-in
Capital 		Retained
Earnings (Accumulated Deficit)		Non-
controlling
Interests 		Total
Shares Amount
Balance as of December 31, 2022224$2 $4,321 $16 $(48)$4,291 
Share-based compensation, net1— — 2 — 2 
Net income—— — 33 — 33 
Dividends and dividend equivalents(1)
—— — (32)— (32)
Distributions to noncontrolling interests—— — — (1)(1)
Repurchase of common stock(9)— (105)— — (105)
Balance as of March 31, 20232162 4,216 19 (49)4,188 
Share-based compensation, net—— 5 — — 5 
Net (loss) income—— — (150)4 (146)
Dividends and dividend equivalents(1)
—— — (34)— (34)
Balance as of June 30, 20232162 4,221 (165)(45)4,013 
Share-based compensation, net—— 5 — — 5 
Net income—— — 27 4 31 
Dividends and dividend equivalents(1)
—— — (31)— (31)
Distributions to noncontrolling interests—— — — (3)(3)
Repurchase of common stock(6)— (75)— — (75)
Balance as of September 30, 2023210$2 $4,151 $(169)$(44)$3,940 
___________________________________
(1)Dividends declared per common share were $0.25 for each of the three months ended March 31, 2024, June 30, 2024 and September 30, 2024. Dividends declared per common share were $0.15 for each of the three months ended March 31, 2023, June 30, 2023 and September 30, 2023.

Refer to the notes to the unaudited condensed consolidated financial statements.
6
PARK HOTELS & RESORTS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1: Organization
Park Hotels & Resorts Inc. (“we,” “us,” “our” or the “Company” and, exclusive of any subsidiaries, "Park Parent") is a Delaware corporation that owns a portfolio of premium-branded hotels and resorts primarily located in prime city center and resort locations. On January 3, 2017, Hilton Worldwide Holdings Inc. (“Hilton”) completed the spin-off of a portfolio of premium hotels and resorts that established Park Hotels & Resorts Inc. as an independent, publicly traded company.
On May 5, 2019, the Company, PK Domestic Property LLC, an indirect subsidiary of the Company (“PK Domestic”), and PK Domestic Sub LLC, a wholly-owned subsidiary of PK Domestic (“Merger Sub”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Chesapeake Lodging Trust (“Chesapeake”). On September 18, 2019, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Chesapeake merged with and into Merger Sub (the “Merger”) and each of Chesapeake’s common shares of beneficial interest, $0.01 par value per share, was converted into $11.00 in cash and 0.628 of a share of our common stock. No fractional shares of our common stock were issued in the Merger. The value of any fractional interests to which a Chesapeake shareholder would otherwise have been entitled was paid in cash.
We are a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes. We have been organized and operated, and we expect to continue to be organized and operate, in a manner to qualify as a REIT. To qualify as a REIT, we must satisfy requirements related to, among other things, the real estate qualification of sources of our income, the real estate composition and values of our assets, the amounts we distribute to our stockholders annually and the diversity of ownership of our stock. From the date of our spin-off from Hilton, Park Intermediate Holdings LLC (our “Operating Company”), directly or indirectly, has held all our assets and has conducted all of our operations. Park Parent owned 100% of the interests of our Operating Company until December 31, 2021 when the business undertook an internal reorganization transitioning our structure to a traditional umbrella partnership REIT ("UPREIT") structure. Effective January 1, 2022, Park Parent became the managing member of our Operating Company and PK Domestic REIT Inc., a direct subsidiary of Park Parent, became a member of our Operating Company. We may, in the future, issue interests in (or from) our Operating Company in connection with acquiring hotels, financings, issuance of equity compensation or other purposes.
Note 2: Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
Principles of Consolidation
The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All significant intercompany transactions and balances within the financial statements have been eliminated.
These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Interim results are not necessarily indicative of full year performance.
7
Reclassifications
Certain line items on the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 have been reclassified to conform to the current period presentation.
Summary of Significant Accounting Policies
Our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024, contains a discussion of significant accounting policies. There have been no significant changes to our significant accounting policies since December 31, 2023.
Note 3: Acquisitions and Dispositions
Acquisitions
During the nine months ended September 30, 2023, we acquired two parcels of land, adjacent to the Hilton Hawaiian Village Waikiki Beach Resort, for a purchase price of approximately $18 million, including transaction costs. We accounted for the purchase as an acquisition of an asset, and the entire purchase price was allocated to land.
Dispositions
In July 2024, the unconsolidated joint venture that owns and operates the Hilton La Jolla Torrey Pines sold the hotel for gross proceeds of approximately $165 million, and our pro-rata share of the gross proceeds was approximately $41 million, which was reduced by our portion of debt of approximately $17 million. We recognized a gain of approximately $19 million, which is included in equity in earnings from investments in affiliates in our condensed consolidated statements of operations.
Additionally, in August 2024, we permanently closed the Hilton Oakland Airport and subsequently terminated its ground lease, returning the property to the ground lessor.
During the nine months ended September 30, 2023, we sold the Hilton Miami Airport hotel for gross proceeds of $118.25 million. We recognized a net gain of approximately $15 million, which is included in gain on sale of assets, net in our condensed consolidated statements of operations.
Additionally, in June 2023, the ground lessor terminated the ground lease for the Embassy Suites Phoenix Airport hotel and, pursuant to an agreement, we received an early termination fee of approximately $4 million, which is included in other (loss) gain, net in our condensed consolidated statements of operations.
Note 4: Property and Equipment
Property and equipment were:
September 30, 2024December 31, 2023
(in millions)
Land$3,007 $2,990 
Buildings and leasehold improvements5,926 5,814 
Furniture and equipment1,028 947 
Construction-in-progress229 341 
10,190 10,092 
Accumulated depreciation(2,777)(2,633)
$7,413 $7,459 
Depreciation of property and equipment was $63 million and $65 million during the three months ended September 30, 2024 and 2023, respectively, and $191 million and $193 million for the nine months ended September 30, 2024 and 2023, respectively.
8
During the nine months ended September 30, 2024, we recognized impairment losses of approximately $12 million related to two of our hotels subject to ground leases and our inability to recover the carrying value of the assets over the remaining lease term. Refer to Note 7: "Fair Value Measurements" for additional information.
For the nine months ended September 30, 2023, we recognized approximately $202 million of impairment loss related to one of the hotels securing our $725 million non-recourse CMBS loan ("SF Mortgage Loan") as a result of a decision to cease making debt service payments. In October 2023, the two San Francisco Hotels – the 1,921-room Hilton San Francisco Union Square and the 1,024-room Parc 55 San Francisco – a Hilton Hotel (collectively, the "Hilton San Francisco Hotels") that secure the SF Mortgage Loan were placed into receivership. Refer to Note 6: "Debt" and Note 7: "Fair Value Measurements" for additional information.
Note 5: Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates
Consolidated VIEs
We consolidate VIEs that own three hotels in the U.S. We are the primary beneficiary of these VIEs as we have the power to direct the activities that most significantly affect their economic performance. Additionally, we have the obligation to absorb their losses and the right to receive benefits that could be significant to them. The assets of our VIEs are only available to settle the obligations of these entities. Our condensed consolidated balance sheets include the following assets and liabilities of these entities:
September 30, 2024December 31, 2023
(in millions)
Property and equipment, net$204 $209 
Cash and cash equivalents17 17 
Restricted cash3 2 
Accounts receivable, net5 5 
Prepaid expenses2 3 
Debt200 202 
Accounts payable and accrued expenses11 11 
Due to hotel manager1 2 
Other liabilities3 3 
Unconsolidated Entities
Three of our hotels are owned by unconsolidated joint ventures in which we hold an interest. These hotels are accounted for using the equity method and had total debt of approximately $685 million and $702 million as of September 30, 2024 and December 31, 2023, respectively. Substantially all the debt is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us.
9
Note 6: Debt
Debt balances and associated interest rates as of September 30, 2024 were:
Principal balance as of
Interest Rate
at September 30, 2024		Maturity DateSeptember 30, 2024December 31, 2023
(in millions)
HHV Mortgage Loan(1)
4.20%November 2026$1,275 $1,275 
Other mortgage loans
Average rate of 4.37%
2025 to 2027(2)
379 385 
Revolver(3)
SOFR + 1.80%(4)
December 2026— — 
2024 Term Loan
SOFR + 1.75%(4)
May 2027200 — 
2025 Senior Notes(5)
7.50%June 2025— 650 
2028 Senior Notes(5)
5.88%October 2028725 725 
2029 Senior Notes(5)
4.88%May 2029750 750 
2030 Senior Notes(5)
7.00%February 2030550 — 
Finance lease obligations
7.44%2024 to 20281 1 
3,880 3,786 
Add: unamortized premium— 1 
Less: unamortized deferred financing costs and discount(25)(22)
$3,855 $3,765 
_____________________________________
(1)In October 2016, we entered into a $1.275 billion CMBS loan secured by the Hilton Hawaiian Village Waikiki Beach Resort (“HHV Mortgage Loan”).
(2)Assumes the exercise of all extensions that are exercisable solely at our option. The mortgage loan for Hilton Denver City Center matures in 2042 but became callable by the lender in August 2022 with six months of notice. As of September 30, 2024, Park had not received notice from the lender.
(3)Our revolving credit facility ("Revolver") permits one or more standby letters of credit, up to a maximum aggregate outstanding balance of $50 million, to be issued on behalf of us. As of September 30, 2024, we had approximately $4 million outstanding on a standby letter of credit and $946 million of available capacity under our Revolver.
(4)The secured overnight financing rate ("SOFR") includes a credit spread adjustment of 0.1%.
(5)In May 2020, our Operating Company, PK Domestic and PK Finance Co-Issuer Inc. ("PK Finance") issued an aggregate of $650 million senior notes due 2025 ("2025 Senior Notes"), all of which were repurchased or redeemed during the second quarter of 2024. Our Operating Company, PK Domestic, and PK Finance also issued an aggregate of $725 million of senior notes due 2028 (“2028 Senior Notes”) in September 2020, an aggregate of $750 million of senior notes due 2029 (“2029 Senior Notes”) in May 2021 and an aggregate of $550 million of senior notes due 2030 ("2030 Senior Notes") in May 2024.
Credit Facilities
2024 Term Loan
In May 2024, the Company, our Operating Company and PK Domestic amended our existing credit agreement to include a new $200 million senior unsecured term loan facility ("2024 Term Loan") with a scheduled maturity date of May 14, 2027. Borrowings under the 2024 Term Loan bear interest based upon SOFR plus a credit spread adjustment of 0.1%, plus an applicable margin based on our leverage ratio. We capitalized $2 million of financing fees incurred during the nine months ended September 30, 2024.
The amendment did not amend or modify existing financial maintenance covenants or other terms and provisions under our existing credit agreement, except to provide that income, value and debt of the Hilton San Francisco Hotels be excluded from the calculations of our leverage ratio, the fixed charge coverage ratio and the secured leverage ratio under the existing credit agreement.
10
Senior Notes
2030 Senior Notes
In May 2024, our Operating Company, PK Domestic and PK Finance issued an aggregate of $550 million of 2030 Senior Notes. Net proceeds from the 2030 Senior Notes and the 2024 Term Loan were used to repurchase or redeem all of the 2025 Senior Notes, and the remainder was used for general corporate purposes. The 2030 Senior Notes bear interest at a rate of 7.000% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning February 1, 2025. The 2030 Senior Notes will mature on February 1, 2030. We capitalized approximately $9 million of issuance costs during the nine months ended September 30, 2024.
We may redeem the 2030 Senior Notes at any time prior to August 1, 2026, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus a make-whole premium. On or after August 1, 2026, we may redeem the 2030 Senior Notes at (i) 103.500% of the principal amount on or prior to August 1, 2027, (ii) 101.750% of the principal amount prior to August 1, 2028 and (iii) 100.000% of the principal amount on or after August 1, 2028, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to August 1, 2026, we may redeem up to 40% of the 2030 Senior Notes with net cash proceeds from certain equity offerings at a redemption price of 107.000% of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Indenture
The 2030 Senior Notes are guaranteed by Park Parent, PK Domestic REIT Inc., and by the subsidiaries of our Operating Company that also guarantee indebtedness under our credit facility, the 2028 Senior Notes and 2029 Senior Notes. The guarantees are full and unconditional and joint and several. The indenture governing the 2030 Senior Notes contains customary covenants that limit the issuers' ability and, in certain instances, the ability of the issuers' subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of exceptions and qualifications, including exceptions and qualifications related to the declaration and payment of dividends and the making of distributions in order to maintain our status as a REIT. In addition, the indenture requires our Operating Company to maintain total unencumbered assets as of each fiscal quarter of at least 150% of total unsecured indebtedness, in each case calculated on a consolidated basis.
Debt Maturities
The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of September 30, 2024 were:
Year(in millions)
2024(1)
$2 
202560 
20261,563 
2027230 
2028725 
Thereafter1,300 
$3,880 
_____________________________________
(1)Excludes the SF Mortgage Loan secured by the Hilton San Francisco Hotels.
Debt Associated with Hotels in Receivership
In June 2023, we ceased making debt service payments towards the SF Mortgage Loan secured by the Hilton San Francisco Hotels, which was due November 2023, and we received a notice of default from the servicer. The stated rate on the loan is 4.11%; however, beginning June 1, 2023, the default interest rate on the loan is 7.11%. Additionally, beginning June 1, 2023, the loan accrues a monthly late payment administrative fee of 3% of the monthly amount due. In October
11
2023, the trustee for the SF Mortgage Loan filed a lawsuit against the borrowers under the SF Mortgage Loan. In connection with the lawsuit, the court appointed a receiver to take control of the Hilton San Francisco Hotels, which serve as security for the SF Mortgage Loan, and their operations, and thus, we have no further economic interest in the operations of the hotels. The receiver will operate and has authority over the hotels and, until no later than March 31, 2025, has the ability to sell the hotels. The court order contemplates that the receivership will end with a non-judicial foreclosure by July 15, 2025, if the hotels are not sold within the predetermined sale period.
We derecognized the Hilton San Francisco Hotels from our consolidated balance sheet in October 2023 when the receiver took control of the hotels. For the three and nine months ended September 30, 2024, we recognized a gain of $15 million and $44 million, respectively, which is included in gain on derecognition of assets in our condensed consolidated statements of operations. The gain represents the accrued interest expense associated with the default of the SF Mortgage Loan, which results in a corresponding increase of the contract asset on our condensed consolidated balance sheets as we expect to be released from this obligation upon final resolution with the lender on the SF Mortgage Loan, in exchange for the transfer of ownership of the Hilton San Francisco Hotels. As of September 30, 2024 and December 31, 2023, the contract asset on our condensed consolidated balance sheets was $804 million and $760 million, respectively. The SF Mortgage Loan will remain a liability until final resolution with the lender is concluded and is included in debt associated with hotels in receivership on our condensed consolidated balance sheets.
Note 7: Fair Value Measurements
We did not elect the fair value measurement option for our financial assets or liabilities. The fair values of our other financial instruments not included in the table below are estimated to be equal to their carrying amounts.
The fair value of our debt and the hierarchy level we used to estimate fair values are shown below:
September 30, 2024December 31, 2023
Hierarchy
Level		Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
(in millions)
Liabilities:
HHV Mortgage Loan3$1,275 $1,217 $1,275 $1,195 
Other mortgage loans3379 367 385 365 
2024 Term Loan3200 199 — — 
2025 Senior Notes1— — 650 652 
2028 Senior Notes1725 725 725 713 
2029 Senior Notes1750 727 750 702 
2030 Senior Notes1550 572 — — 
The fair value of the SF Mortgage Loan, which has a carrying value of $725 million as of both September 30, 2024 and December 31, 2023 and categorized as Level 3 of the fair value hierarchy, was $718 million as of both September 30, 2024 and December 31, 2023. Refer to Note 6: "Debt" for additional information.
During the nine months ended September 30, 2024, we recognized impairment losses related to two of our hotels due to our inability to recover the carrying value of the assets. During the nine months ended September 30, 2023, we recognized an impairment loss related to one of our hotels and in October 2023, that hotel, along with the other hotel securing our SF Mortgage Loan, were placed into receivership. Refer to Note 6: "Debt" for additional information. The
12
estimated fair value of the assets that were measured on a nonrecurring basis were:
September 30, 2024September 30, 2023
Fair ValueImpairment LossFair ValueImpairment Loss
(in millions)
Property and equipment(1)
$2 $12 $234 $202 
Total$2 $12 $234 $202 
____________________________________________________________________________________
(1)We estimated fair value of the assets during the nine months ended September 30, 2024, using a discounted cash flow analysis, with an estimated stabilized growth rate range of 2% to 3%, a discounted cash flow term of 10 years and a discount rate ranging from 17.0% to 20.0%. We estimated fair value of the asset during the nine months ended September 30, 2023, using a discounted cash flow analysis, with an estimated stabilized growth rate of 3%, a discounted cash flow term of 10 years, terminal capitalization rate of 6.3% and discount rate of 9.5%. The discount and terminal capitalization rates used for the fair values of the assets reflected the risk profile of the markets where the properties are located. Fair value as of both September 30, 2024 and 2023 were measured using significant unobservable inputs (Level 3).
Note 8: Income Taxes
We are a REIT for U.S. federal income tax purposes. We have been organized and operated, and we expect to continue to be organized and operate in a manner to qualify as a REIT. To qualify as a REIT, we must satisfy requirements related to, among other things, the real estate qualification of sources of our income, the real estate composition and values of our assets, the amounts we distribute to our stockholders annually and the diversity of ownership of our stock. To the extent we continue to remain qualified as a REIT, we generally will not be subject to U.S. federal (and state) income tax on taxable income generated by our REIT activities that we distribute annually to our stockholders. Accordingly, no provision for U.S. federal income taxes has been included in our accompanying condensed consolidated financial statements for the three or nine months ended September 30, 2024 and 2023 related to our REIT activities. Our taxable REIT subsidiaries (“TRSs”) are generally subject to U.S. federal, state and local, and foreign income taxes (as applicable).
During the three months ended September 30, 2024, we recognized income tax expense of $2 million, which was primarily related to taxable income from our TRSs. During the nine months ended September 30, 2024, we recognized an income tax benefit of $9 million, which was primarily associated with the effective exit from the Hilton San Francisco Hotels and the reversal of $14 million of tax expense that is no longer expected to be incurred.
During the nine months ended September 30, 2023, we recognized income tax expense of $5 million, which was primarily related to taxable income from our TRSs.
Note 9: Share-Based Compensation
We issue equity-based awards to our employees pursuant to the 2017 Omnibus Incentive Plan (the “2017 Employee Plan”) and our non-employee directors pursuant to the 2017 Stock Plan for Non-Employee Directors (the “2017 Director Plan”), both of which are amended and restated from time to time. The 2017 Employee Plan provides that a maximum of 14,070,000 shares of our common stock may be issued, and as of September 30, 2024, 6,430,660 shares of common stock remain available for future issuance. The 2017 Director Plan provides that a maximum of 950,000 shares of our common stock may be issued, and as of September 30, 2024, 154,166 shares of common stock remain available for future issuance. For both the three months ended September 30, 2024 and 2023, we recognized $5 million of share-based compensation expense and $14 million for both the nine months ended September 30, 2024 and 2023. As of September 30, 2024, unrecognized compensation expense was $24 million, which is expected to be recognized over a weighted-average period of 1.5 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) for the nine months ended September 30, 2024 and 2023 was $14 million and $7 million, respectively.
13
Restricted Stock Awards
Restricted Stock Awards (“RSAs”) generally vest in annual installments between one and three years from each grant date. The following table provides a summary of RSAs for the nine months ended September 30, 2024:
Number of Shares Weighted-Average
Grant Date
Fair Value
Unvested at January 1, 2024982,585$15.40 
Granted616,09216.20 
Vested(537,578)15.81 
Forfeited(51,934)15.48 
Unvested at September 30, 20241,009,165$15.66 
Performance Stock Units
Performance Stock Units (“PSUs”) generally vest at the end of a three-year performance period and are subject to the achievement of a market condition based on a measure of our total shareholder return relative to the total shareholder return of the companies that comprise the FTSE Nareit Lodging Resorts Index (that have a market capitalization in excess of $1 billion as of the first day of the applicable performance period). The number of PSUs that may become vested ranges from zero to 200% of the number of PSUs granted to an employee, based on the level of achievement of the foregoing performance measure.
Additionally, in November 2020, we granted special awards with vesting of these awards subject to the achievement of eight increasing levels of our average closing sales price per share, from $11.00 to $25.00, over a consecutive 20 trading day period (“Share Price Target”). One-eighth of PSUs will vest at each date a Share Price Target is achieved and any PSUs remaining after a four-year performance period will be forfeited. As of September 30, 2024, six of the eight Share Price Targets were achieved and thus 75% of the awards granted were vested.
The following table provides a summary of PSUs for the nine months ended September 30, 2024:
Number of Shares Weighted-Average
Grant Date
Fair Value
Unvested at January 1, 20241,527,576$19.72 
Granted591,67217.75 
Vested(337,283)26.99 
Forfeited(22,720)16.04 
Unvested at September 30, 20241,759,245$17.72 
The grant date fair values of the awards that are subject to the achievement of market conditions based on total shareholder return were determined using a Monte Carlo simulation valuation model with the following assumptions:
Expected volatility36.0 %
Dividend yield(1)
— 
Risk-free rate4.5 %
Expected term3 years
_____________________________________
(1)Dividends are assumed to be reinvested in shares of our common stock and dividends will not be paid unless shares vest.
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Note 10: Earnings Per Share
The following table presents the calculation of basic and diluted earnings per share (“EPS”):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in millions, except per share amounts)
Numerator:
Net income (loss) attributable to stockholders$54 $27 $146 $(90)
Earnings attributable to participating securities(1)— (1)(1)
Net income (loss) attributable to stockholders, net of earnings allocated to participating securities53 27 145 (91)
Denominator:
Weighted average shares outstanding – basic206 212 208 216 
Unvested restricted shares2 — 2 — 
Weighted average shares outstanding – diluted208 212 210 216 
Earnings (loss) per share – Basic(1)
$0.26 $0.13 $0.70 $(0.42)
Earnings (loss) per share – Diluted(1)
$0.26 $0.13 $0.69 $(0.42)
_____________________________________
(1)Per share amounts are calculated based on unrounded numbers and are calculated independently for each period presented.
Certain of our outstanding equity awards were excluded from the above calculation of EPS for the three and nine months ended September 30, 2024 and 2023 because their effect would have been anti-dilutive.
Note 11: Business Segment Information
As of September 30, 2024, we have two operating segments, our consolidated hotels and unconsolidated hotels. Our unconsolidated hotels operating segment does not meet the definition of a reportable segment, thus our consolidated hotels is our only reportable segment. We evaluate our consolidated hotels primarily based on hotel adjusted earnings before interest expense, taxes and depreciation and amortization (“EBITDA”). Hotel Adjusted EBITDA, presented herein, is calculated as EBITDA from hotel operations, adjusted to exclude the following items that are not reflective of our ongoing operating performance or incurred in the normal course of business, and thus excluded from management's analysis in making day to day operating decisions and evaluations of our operating performance against other companies within our industry:
•Gains or losses on sales of assets for both consolidated and unconsolidated investments;
•Costs associated with hotel acquisitions or dispositions expensed during the period;
•Severance expense;
•Share-based compensation expense;
•Impairment losses and casualty gains or losses; and
•Other items that we believe are not representative of our current or future operating performance.
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The following table presents revenues for our consolidated hotels reconciled to our consolidated amounts and net income to Hotel Adjusted EBITDA:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(in millions)
Revenues:
Total consolidated hotel revenues$628 $657 $1,910 $1,977 
Other revenues21 22 64 64 
Total revenues$649 $679 $1,974 $2,041 
Net income (loss)$57 $31 $153 $(82)
Other revenues(21)(22)(64)(64)
Depreciation and amortization expense63 65 192 193 
Corporate general and administrative expense17 18 52 50 
Impairment and casualty loss— — 13 204 
Other operating expenses21 19 62 61 
Gain on sales of assets, net— — — (15)
Gain on derecognition of assets(15)— (44)— 
Interest income(6)(9)(16)(29)
Interest expense54 51 161 155 
Interest expense associated with hotels in receivership15 14 44 31 
Equity in earnings from investments in affiliates(28)(2)(29)(9)
Income tax expense (benefit)2 — (9)5 
Other loss (gain), net1 — 4 (4)
Other items8 8 17 21 
Hotel Adjusted EBITDA$168 $173 $536 $517 
The following table presents total assets for our consolidated hotels, reconciled to total assets:
September 30, 2024December 31, 2023
(in millions)
Consolidated hotels$9,163 $9,406 
All other10 13 
Total assets$9,173 $9,419 
Note 12: Commitments and Contingencies
As of September 30, 2024, we had outstanding commitments under third-party contracts of approximately $113 million for capital expenditures at our properties, of which $34 million relates to guestroom renovations at the Hilton Hawaiian Village Waikiki Beach Resort, $19 million relates to guestroom renovations at the Hilton Waikoloa Village and $6 million relates to guestroom renovations at the Hilton New Orleans Riverside. Our contracts contain clauses that allow us to cancel all or some portion of the work. If cancellation of a contract occurred, our commitment would be any costs incurred up to the cancellation date, in addition to any costs associated with the discharge of the contract.
We are involved in litigation arising from the normal course of business, some of which includes claims for substantial sums, and may make certain indemnifications or guarantees to select buyers of our hotels as part of a sale process. We are also involved in claims and litigation that is not in the ordinary course of business in connection with the spin-off from Hilton. The spin-off agreements provide that Hilton will indemnify us from certain of these claims as well as require us to indemnify Hilton for other claims. In addition, losses related to certain contingent liabilities could be apportioned to us under the spin-off agreements. In connection with our obligation to indemnify Hilton under the spin-off
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agreements, we have reserved approximately $8 million as of September 30, 2024 related to litigation with respect to an audit by the Australian Tax Office (“ATO”) of Hilton related to the sale of the Hilton Sydney in June 2015. This amount could change as the litigation of the ATO’s claim progresses.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the financial condition and results of operations of Park Hotels & Resorts Inc. (“we,” “us,” “our” or the “Company”) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements, related notes included elsewhere in this Quarterly Report on Form 10-Q, and with our Annual Report on Form 10-K for the year ended December 31, 2023.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Forward-looking statements include, but are not limited to, statements related to the effects of our decision to cease payments on the $725 million non-recourse CMBS loan ("SF Mortgage Loan") secured by two of our San Francisco hotels – the 1,921-room Hilton San Francisco Union Square and the 1,024-room Parc 55 San Francisco – a Hilton Hotel (collectively, the "Hilton San Francisco Hotels") and the lender's exercise of its remedies, including placing such hotels into receivership, as well as our current expectations regarding the performance of our business, our financial results, our liquidity and capital resources, including anticipated repayment of certain of our indebtedness, the completion of capital allocation priorities, the expected repurchase of our stock, the impact from macroeconomic factors (including inflation, elevated interest rates, potential economic slowdown or a recession and geopolitical conflicts), the effects of competition, the effects of future legislation or regulations, the expected completion of anticipated dispositions, the declaration, payment and any change in amounts of future dividends and other non-historical statements. Forward-looking statements include all statements that are not historical facts, and in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”, “hopes” or the negative version of these words or other comparable words. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect our results of operations, financial condition, cash flows, performance or future achievements or events.
All such forward-looking statements are based on current expectations of management and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements and we urge investors to carefully review the disclosures we make concerning risks and uncertainties in Item 1A: “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, as well as risks, uncertainties and other factors discussed in this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
We have a diverse portfolio of iconic and market-leading hotels and resorts with significant underlying real estate value. We currently have interests in 41 hotels, consisting of premium-branded hotels and resorts with over 25,000 rooms, of which over 86% are luxury and upper upscale (as defined by Smith Travel Research) and are located in prime U.S. markets and its territories. Our high-quality portfolio currently includes hotels mostly in major urban and convention areas, such as New York City, Washington, D.C., Chicago, Boston, New Orleans and Denver; and premier resorts in key leisure destinations, including Hawaii, Orlando, Key West and Miami Beach; as well as hotels in select airport and suburban locations.
Our objective is to be the preeminent lodging real estate investment trust (“REIT”), focused on consistently delivering superior, risk-adjusted returns to stockholders through active asset management and a thoughtful external growth strategy while maintaining a strong and flexible balance sheet. As a pure-play real estate company with direct access to capital and independent financial resources, we believe our enhanced ability to implement compelling return on investment initiatives within our portfolio represents a significant embedded growth opportunity. Finally, given our scale and investment expertise, we believe we will be able to successfully execute single-asset and portfolio acquisitions and dispositions to further enhance the value and diversification of our assets throughout the lodging cycle, including potentially taking advantage of the economies of scale that could come from consolidation in the lodging REIT industry.
We operate our business through two operating segments, our consolidated hotels and unconsolidated hotels. Our consolidated hotels operating segment is our only reportable segment. Refer to Note 11: "Business Segment Information"
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in our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information regarding our operating segments.
Outlook
Economic disruptions, including as a result of elevated interest rates and elevated rates of inflation, may adversely affect our business by affecting consumer sentiment and demand for travel. However, inflationary concerns have moderated and expectations of further interest rate reductions continue. In addition, we are experiencing near-term disruption related to negotiations between our third-party operators and unions at certain hotels, which includes strikes and other labor activity and may include increases in labor or other costs to maintain or operate hotels during a labor disruption. We have relied on the performance of our hotels and active asset management to mitigate the effects of current macroeconomic uncertainty and disruption from union activity. During the third quarter of 2024, we continued to experience improvements in overall demand across our portfolio, although average daily rate ("ADR") growth has slowed as the industry recovery has stabilized and seasonal patterns have normalized. While there can be no assurances that we will not experience further fluctuations in hotel revenues or earnings at our hotels due to inflation and other macroeconomic factors, local economic factors and demand, a potential economic slowdown or a recession and geopolitical conflicts, we expect the positive momentum to continue for the remainder of 2024 based on current demand trends, expected increases in city-wide events and as demand from international travel continues to improve.
Recent Events
In July 2024, the unconsolidated joint venture that owns and operates the Hilton La Jolla Torrey Pines sold the hotel for gross proceeds of approximately $165 million, and our pro-rata share of the gross proceeds was approximately $41 million, which was reduced by our portion of debt of approximately $17 million. We recognized a gain of approximately $19 million, which is included in equity in earnings from investments in affiliates in our condensed consolidated statements of operations.
Additionally, in August 2024, we permanently closed the Hilton Oakland Airport and subsequently terminated its ground lease, returning the property to the ground lessor.
During the three months ended September 30, 2024, we repurchased approximately 2.5 million shares of our common stock for a total purchase price of $35 million.
Key Business Metrics Used by Management
Occupancy
Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels. Occupancy measures the utilization of our hotels’ available capacity. We use occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable ADR levels as demand for rooms increases or decreases.
Average Daily Rate
ADR represents rooms revenue divided by total number of room nights sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in the hotel industry, and we use ADR to assess pricing levels that we are able to generate by type of customer, as changes in rates have a more pronounced effect on overall revenues and incremental profitability than changes in occupancy, as described above.
Revenue per Available Room
Revenue per available room ("RevPAR") represents rooms revenue divided by the total number of room nights available to guests for a given period. We consider RevPAR to be a meaningful indicator of our performance as it provides a metric correlated to two primary and key factors of operations at a hotel or group of hotels: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods.
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Comparable Hotels Data
We present certain data for our hotels on a comparable hotel basis as supplemental information for investors. We present comparable hotel results to help us and our investors evaluate the ongoing performance of our comparable hotels. Our comparable hotels data includes results from hotels that were active and operating in our portfolio since January 1st of the previous year and excludes results from property dispositions that have occurred through September 30, 2024 and the Hilton San Francisco Hotels, which were placed into receivership at the end of October 2023.
Non-GAAP Financial Measures
We also evaluate the performance of our business through certain other financial measures that are not recognized under U.S. GAAP. Each of these non-GAAP financial measures should be considered by investors as supplemental measures to GAAP performance measures such as total revenues, operating profit and net income (loss).
EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA
EBITDA, presented herein, reflects net income (loss) excluding depreciation and amortization, interest income, interest expense, income taxes and also interest expense, income tax and depreciation and amortization included in equity in earnings from investments in affiliates.
Adjusted EBITDA, presented herein, is calculated as EBITDA, further adjusted to exclude the following items that are not reflective of our ongoing operating performance or incurred in the normal course of business, and thus, excluded from management's analysis in making day-to-day operating decisions and evaluations of our operating performance against other companies within our industry:
•Gains or losses on sales of assets for both consolidated and unconsolidated investments;
•Costs associated with hotel acquisitions or dispositions expensed during the period;
•Severance expense;
•Share-based compensation expense;
•Impairment losses and casualty gains or losses; and
•Other items that we believe are not representative of our current or future operating performance.
Hotel Adjusted EBITDA measures hotel-level results before debt service, depreciation and corporate expenses for our consolidated hotels, which excludes hotels owned by unconsolidated affiliates, and is a key measure of our profitability. We present Hotel Adjusted EBITDA to help us and our investors evaluate the ongoing operating performance of our consolidated hotels.
EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA are not recognized terms under U.S. GAAP and should not be considered as alternatives to net income (loss) or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our definitions of EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA may not be comparable to similarly titled measures of other companies.
We believe that EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA are among the measures used by our management team to make day-to-day operating decisions and evaluate our operating performance between periods and between REITs by removing the effect of our capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from our operating results; and (ii) EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry.
EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss) or other methods of analyzing our operating performance and results as reported under U.S. GAAP. Some of these limitations are:
•EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect our interest expense;
•EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect our income tax expense;
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•EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect the effect on earnings or changes resulting from matters that we consider not to be indicative of our future operations; and
•other companies in our industry may calculate EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA differently, limiting their usefulness as comparative measures.
We do not use or present EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA as measures of our liquidity or cash flow. These measures have limitations as analytical tools and should not be considered either in isolation or as a substitute for cash flow or other methods of analyzing our cash flows and liquidity as reported under U.S. GAAP. Because of these limitations, EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations. Some of these limitations are:
•EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
•EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect the cash requirements necessary to service interest or principal payments, on our indebtedness;
•EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect the cash requirements to pay our taxes;
•EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and
•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA do not reflect any cash requirements for such replacements.
The following table provides a reconciliation of Net income (loss) to Hotel Adjusted EBITDA:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(in millions)
Net income (loss)$57 $31 $153 $(82)
Depreciation and amortization expense63 65 192 193 
Interest income(6)(9)(16)(29)
Interest expense54 51 161 155 
Interest expense associated with hotels in receivership(1)
15 14 44 31 
Income tax expense (benefit)2 — (9)5 
Interest expense, income tax and depreciation and amortization included in equity in earnings from investments in affiliates4 2 9 7 
EBITDA189 154 534 280 
Gain on sales of assets, net(2)
(19)— (19)(15)
Gain on derecognition of assets(1)
(15)— (44)— 
Gain on sale of investments in affiliates(3)
— — — (3)
Share-based compensation expense5 5 14 14 
Impairment and casualty loss— — 13 204 
Other items(1)4 16 16 
Adjusted EBITDA159 163 514 496 
Less: Adjusted EBITDA from investments in affiliates(3)(4)(19)(19)
Add: All other(4)
12 14 41 40 
Hotel Adjusted EBITDA$168 $173 $536 $517 
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_____________________________________
(1)For the three and nine months ended September 30, 2024 and 2023, represents accrued interest expense associated with the default of the SF Mortgage Loan, which is offset by a gain on derecognition for the corresponding increase of the contract asset on our condensed consolidated balance sheets beginning October 2023, as we expect to be released from this obligation upon final resolution with the lender.
(2)For the three and nine months ended September 30, 2024, includes a gain of $19 million on the sale of the Hilton La Jolla Torrey Pines included in equity in earnings from investments in affiliates.
(3)Included in other (loss) gain, net.
(4)Includes other revenues and other expenses, non-income taxes on leases with our taxable REIT subsidiaries ("TRSs") included in other property expenses and corporate general and administrative expenses.
Nareit FFO attributable to stockholders and Adjusted FFO attributable to stockholders
We present Nareit FFO attributable to stockholders and Nareit FFO per diluted share (defined as set forth below) as non-GAAP measures of our performance. We calculate funds from (used in) operations (“FFO”) attributable to stockholders for a given operating period in accordance with standards established by the National Association of Real Estate Investment Trusts (“Nareit”), as net income (loss) attributable to stockholders (calculated in accordance with U.S. GAAP), excluding depreciation and amortization, gains or losses on sales of assets, impairment, and the cumulative effect of changes in accounting principles, plus adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect our pro rata share of the FFO of those entities on the same basis. As noted by Nareit in its December 2018 “Nareit Funds from Operations White Paper – 2018 Restatement,” since real estate values historically have risen or fallen with market conditions, many industry investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For these reasons, Nareit adopted the FFO metric in order to promote an industry-wide measure of REIT operating performance. We believe Nareit FFO provides useful information to investors regarding our operating performance and can facilitate comparisons of operating performance between periods and between REITs. Our presentation may not be comparable to FFO reported by other REITs that do not define the terms in accordance with the current Nareit definition, or that interpret the current Nareit definition differently than we do. We calculate Nareit FFO per diluted share as our Nareit FFO divided by the number of fully diluted shares outstanding during a given operating period.
We also present Adjusted FFO attributable to stockholders and Adjusted FFO per diluted share when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. Management historically has made the adjustments detailed below in evaluating our performance and in our annual budget process. We believe that the presentation of Adjusted FFO provides useful supplemental information that is beneficial to an investor’s complete understanding of our operating performance. We adjust Nareit FFO attributable to stockholders for the following items, which may occur in any period, and refer to this measure as Adjusted FFO attributable to stockholders:
•Costs associated with hotel acquisitions or dispositions expensed during the period;
•Severance expense;
•Share-based compensation expense;
•Casualty gains or losses; and
•Other items that we believe are not representative of our current or future operating performance.
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The following table provides a reconciliation of Net income (loss) attributable to stockholders to Nareit FFO attributable to stockholders and Adjusted FFO attributable to stockholders:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in millions, except per share amounts)
Net income (loss) attributable to stockholders$54 $27 $146 $(90)
Depreciation and amortization expense63 65 192 193 
Depreciation and amortization expense attributable to noncontrolling interests(1)(1)(3)(3)
Gain on sales of assets, net— — — (15)
Gain on derecognition of assets(1)
(15)— (44)— 
Gain on sale of investments in affiliates(2)
— — — (3)
Impairment loss— — 12 202 
Equity investment adjustments:
Equity in earnings from investments in affiliates(28)(2)(29)(9)
Pro rata FFO of investments in affiliates9 2 14 12 
Nareit FFO attributable to stockholders82 91 288 287 
Casualty loss— — 1 2 
Share-based compensation expense5 5 14 14 
Interest expense associated with hotels in receivership(1)
15 6 44 8 
Other items— 6 3 18 
Adjusted FFO attributable to stockholders$102 $108 $350 $329 
Nareit FFO per share – Diluted(3)
$0.40 $0.43 $1.37 $1.33 
Adjusted FFO per share – Diluted(3)
$0.49 $0.51 $1.67 $1.52 
_____________________________________
(1)For the three and nine months ended September 30, 2024, represents accrued interest expense associated with the default of the SF Mortgage Loan, which is offset by a gain on derecognition for the corresponding increase of the contract asset on our condensed consolidated balance sheets beginning October 2023, as we expect to be released from this obligation upon final resolution with the lender. For the three and nine months ended September 30, 2023, reflects incremental default interest expense and late payment administrative fees associated with the default of the SF Mortgage Loan beginning in June 2023.
(2)Included in other (loss) gain, net.
(3)Per share amounts are calculated based on unrounded numbers.
Results of Operations
Our non-comparable hotels consist of one hotel sold and two hotels returned to the lessor upon termination of the ground leases since January 1, 2023. The results of operations of these hotels are included in our consolidated results only during our period of ownership. Additionally, our non-comparable hotels also consist of the two Hilton San Francisco Hotels, which are excluded from our consolidated results for the three and nine months ended September 30, 2024, as a result of the hotels being placed into receivership in October 2023, which had a significant effect on the year-over-year comparability of our operations as further illustrated in the table of Hotel Revenues and Operating Expenses below.
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Hotel Revenues and Operating Expenses
Three Months Ended September 30,Change from Non-Comparable Hotels
20242023Change
Change from Comparable Hotels(1)
Change from the Hilton San Francisco HotelsChange from Other Non-Comparable Hotels
(in millions)
Rooms revenue$403 $432 $(29)$13 $(40)$(2)
Food and beverage revenue157 159 (2)7 (9)— 
Ancillary hotel revenue68 66 2 5 (3)— 
Rooms expense107 119 (12)4 (16)— 
Food and beverage expense112 122 (10)1 (11)— 
Other departmental and support expense154 161 (7)10 (16)(1)
Other property expense65 59 6 10 (8)4 
Management fees expense30 31 (1)1 (2)— 
_____________________________________
(1)Change from our comparable hotels primarily relates to the market-specific conditions discussed below.

Nine Months Ended September 30,Change from Non-Comparable Hotels
20242023Change
Change from Comparable Hotels(1)
Change from the Hilton San Francisco HotelsChange from Other Non-Comparable Hotels
(in millions)
Rooms revenue$1,193 $1,256 $(63)$53 $(107)$(9)
Food and beverage revenue521 518 3 35 (29)(3)
Ancillary hotel revenue196 203 (7)2 (9)— 
Rooms expense314 343 (29)15 (42)(2)
Food and beverage expense356 377 (21)13 (32)(2)
Other departmental and support expense454 484 (30)18 (44)(4)
Other property expense174 182 (8)9 (20)3 
Management fees expense93 95 (2)5 (6)(1)
_____________________________________
(1)Change from our comparable hotels primarily relates to the market-specific conditions discussed below.
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Group, transient, contract and other rooms revenue for the three and nine months ended September 30, 2024, as well as the change for each segment compared to the same periods in 2023 are as follows:
Three Months Ended September 30,Change from
Non-Comparable Hotels
20242023Change
Change from Comparable Hotels(1)
Change from the Hilton San Francisco HotelsChange from Other Non-Comparable Hotels
(in millions)
Group rooms revenue$107 $112 $(5)$12 $(17)$— 
Transient rooms revenue264 283 (19)— (18)(1)
Contract rooms revenue24 27 (3)1 (4)— 
Other rooms revenue8 10 (2)— (1)(1)
Rooms revenue$403 $432 $(29)$13 $(40)$(2)
_____________________________________
(1)Change from our comparable hotels primarily relates to the market-specific conditions discussed below.
Nine Months Ended September 30,Change from
Non-Comparable Hotels
20242023Change
Change from Comparable Hotels(1)
Change from the Hilton San Francisco HotelsChange from Other Non-Comparable Hotels
(in millions)
Group rooms revenue$358 $368 $(10)$38 $(47)$(1)
Transient rooms revenue742 790 (48)3 (43)(8)
Contract rooms revenue68 70 (2)11 (13)— 
Other rooms revenue25 28 (3)1 (4)— 
Rooms revenue$1,193 $1,256 $(63)$53 $(107)$(9)
_____________________________________
(1)Change from other factors primarily relates to the market-specific conditions discussed below.

Market-Specific Conditions

The increases in hotel revenues and operating expenses for our comparable hotels during the three and nine months ended September 30, 2024, as compared to the same periods in 2023, were primarily attributable to our hotels in the Orlando, Key West, Chicago, New Orleans, Boston and New York markets.
Our Orlando hotels both benefited from an increase in group demand after the completion of the ballroom expansion project in early 2024, resulting in increases in occupancy and ADR of 1.4 percentage points and 7.0%, respectively, for the three months ended September 30, 2024 and 3.3 percentage points and 6.9%, respectively, for the nine months ended September 30, 2024 compared to the same periods in 2023 at the Signia by Hilton Orlando Bonnet Creek. The Waldorf Astoria Orlando benefited from increases in both group and transient demand, resulting in increases in occupancy and ADR of 17.0 percentage points and 6.9%, respectively, for the three months ended September 30, 2024 and 4.9 percentage points and 4.3%, respectively, for the nine months ended September 30, 2024 compared to the same periods in 2023.
The increases in the Key West market were driven by the Casa Marina Key West, Curio Collection, which was closed during the entirety of the third quarter of 2023 for a comprehensive renovation of the hotel that started in May 2023 when the hotel suspended operations, with all rooms reopening by December 2023.
The Hilton Chicago and the Hilton New Orleans Riverside both benefited from increased group demand, with occupancy and ADR at the Hilton Chicago increasing 12.9 percentage points and 0.9%, respectively, for the three months
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ended September 30, 2024 and 6.7 percentage points and 0.2%, respectively, for the nine months ended September 30, 2024 compared to the same periods in 2023. Occupancy and ADR at the Hilton New Orleans Riverside increased 7.9 percentage points and 10.1%, respectively, for the three months ended September 30, 2024 and 3.5 percentage points and 2.3%, respectively, for the nine months ended September 30, 2024 compared to the same periods in 2023.
Combined occupancy and ADR at our Boston hotels increased 1.5 percentage points and 5.2%, respectively, for the three months ended September 30, 2024 and 2.9 percentage points and 4.6%, respectively, for the nine months ended September 30, 2024 compared to the same periods in 2023 due to increases in transient demand.
The New York Hilton Midtown benefited from increases in group and transient demand, resulting in increases in occupancy and ADR of 2.1 percentage points and 1.3%, respectively, for the nine months ended September 30, 2024, while occupancy and ADR remained relatively flat for the three months ended September 30, 2024, compared to the same periods in 2023.
These increases were partially offset by decreases in hotel revenues and operating expenses at our two Hawaii hotels where combined occupancy decreased 5.0 percentage points and 3.1 percentage points for the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023 due to a decrease in transient demand.
Corporate general and administrative
Three Months Ended
September 30,		Nine Months Ended
September 30,
20242023Percent Change20242023Percent Change
(in millions)(in millions)
General and administrative expenses$11 $13 (15.4)%$35 $34 2.9 %
Share-based compensation expense5 5 — 14 14 — 
Other corporate expenses1 — 100.0 3 2 50.0 
Total corporate general and administrative$17 $18 (5.6)%$52 $50 4.0 %
Impairment and casualty loss
During the nine months ended September 30, 2024, we recognized impairment losses of approximately $12 million related to two of our hotels subject to ground leases and our inability to recover the carrying value of the assets over the remaining lease term. Refer to Note 7: "Fair Value Measurements" in our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information.
During the nine months ended September 30, 2023, we recognized an impairment loss of approximately $202 million. Refer to Note 7: "Fair Value Measurements" in our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information.
Gain on sale of assets, net
During the nine months ended September 30, 2023, we recognized a net gain of $15 million from the sale of one consolidated hotel.
Gain on derecognition of assets
During the three and nine months ended September 30, 2024, we recognized a gain of $15 million and $44 million, respectively, from the accrued interest expense associated with the default of the SF Mortgage Loan, which resulted in a corresponding increase of the contract asset in our condensed consolidated balance sheets, as we expect to be released from this obligation upon final resolution with the lender.
26
Non-operating Income and Expenses
Interest income
Interest income decreased $3 million and $13 million during the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023 primarily as a result of a decrease in average cash balances.
Interest expense
Interest expense increased $3 million and $6 million, respectively during the three and nine months ended September 30, 2024 compared to the same periods in 2023 due to the issuance of the $550 million of senior notes due in 2030 ("2030 Senior Notes") and the $200 million senior unsecured term loan facility due May 2027 ("2024 Term Loan"), partially offset by the repurchase and redemption of all the $650 million senior notes due in 2025 ("2025 Senior Notes"). Interest expense associated with our debt for the three and nine months ended September 30, 2024 and 2023 were as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
20242023Percent Change20242023Percent Change
(in millions)(in millions)
HHV Mortgage Loan(1)
$13 $13 — %$40 $40 — %
Other mortgage loans5 4 25.0 14 14 — 
Revolver1 1 — 2 3 (33.3)
2024 Term Loan4 — 100.0 6 — 100.0 
2025 Senior Notes(2)
— 13 (100.0)19 37 (48.6)
2028 Senior Notes(2)
11 11 — 32 32 — 
2029 Senior Notes(2)
9 9 — 27 27 — 
2030 Senior Notes(2)
10 — 100.0 15 — 100.0 
Other1 — 100.0 6 2 200.0 
Total interest expense$54 $51 5.9 %$161 $155 3.9 %
_____________________________________
(1)In October 2016, we entered into a $1.275 billion CMBS loan secured by the Hilton Hawaiian Village Waikiki Beach Resort (“HHV Mortgage Loan”).
(2)In May 2020, our Operating Company, PK Domestic, and PK Finance issued an aggregate of $650 million of 2025 Senior Notes, all of which were repurchased or redeemed during the second quarter of 2024. Our Operating Company, PK Domestic, and PK Finance also issued an aggregate of $725 million of senior notes due 2028 (“2028 Senior Notes”) in September 2020, an aggregate of $750 million of senior notes due 2029 ("2029 Senior Notes") in May 2021 and an aggregate of $550 million of 2030 Senior Notes in May 2024.
Interest expense associated with hotels in receivership
Interest expense on the SF Mortgage Loan increased $1 million and $13 million for the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023 due to accrued default interest beginning in June 2023 when we ceased making payments on the loan. The stated rate on the loan is 4.11%, however, beginning June 1, 2023, the default interest rate on the loan is 7.11%. Additionally, beginning June 1, 2023, the loan accrues a monthly late payment administrative fee of 3% of the monthly amount due.
Other (loss) gain, net
During the nine months ended September 30, 2024, we recognized a loss of approximately $4 million, which was primarily related to the write-off of the remaining unamortized deferred financing costs associated with the repurchase and redemption of all the 2025 Senior Notes.
During the nine months ended September 30, 2023, we recognized a gain of approximately $4 million for an early termination fee received from the lessor to terminate the lease for the Embassy Suites Phoenix Airport hotel.
27
Equity in earnings from investments in affiliates
Equity in earnings from investments in affiliates increased $26 million and $20 million for the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023 primarily due to a $19 million gain from the sale of the Hilton La Jolla Torrey Pines.
Income tax (expense) benefit
During the three months ended September 30, 2024, we recognized income tax expense of $2 million, which was primarily related to taxable income from our TRSs. During the nine months ended September 30, 2024, we recognized an income tax benefit of $9 million, which was primarily associated with the effective exit from the Hilton San Francisco Hotels and the reversal of $14 million of tax expense that is no longer expected to be incurred.
During the nine months ended September 30, 2023, we recognized income tax expense of $5 million, which was primarily related to taxable income from our TRSs.
Liquidity and Capital Resources
Overview
We seek to maintain sufficient amounts of liquidity with an appropriate balance of cash, debt and equity to provide financial flexibility. As of September 30, 2024, we had total cash and cash equivalents of $480 million and $38 million of restricted cash. Restricted cash primarily consists of cash restricted as to use by our debt agreements and reserves for capital expenditures in accordance with certain of our management agreements.
During the third quarter of 2024, we continued to experience improvements in overall demand across our portfolio and expect the improvement to continue through the remainder of 2024 based on current demand trends, including an increase in city-wide events and from international travel. We continue to mitigate the effects of macroeconomic and inflationary pressures through active asset management.
With approximately $950 million available under our Revolver and $480 million in existing cash and cash equivalents, we have sufficient liquidity to pay our debt maturities and to fund other liquidity obligations over the next 12 months and beyond. Excluding the SF Mortgage Loan for which we ceased to make debt service payments in June 2023 and is in default, and following the issuance of the 2030 Senior Notes and borrowings under the 2024 Term Loan, the proceeds from which collectively were used to repurchase or redeem all of the 2025 Senior Notes and for other general corporate purposes, we have no significant maturities until the fourth quarter of 2026. Refer to Note 6: "Debt" in our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information. We may also take actions to improve our liquidity, such as the issuance of additional debt, equity or equity-linked securities, if we determine that doing so would be beneficial to us. However, there can be no assurance as to the timing of any such issuance, which may be in the near term, or that any such additional financing will be completed on favorable terms, or at all.
Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating expenses and other expenditures, including reimbursements to our hotel manager for payroll and related benefits, costs associated with the operation of our hotels, interest and contractually due principal payments on our outstanding indebtedness, capital expenditures for in-progress renovations and maintenance at our hotels, corporate general and administrative expenses and dividends to our stockholders. In July 2024, we declared a third quarter dividend of $0.25 per share that was paid on October 15, 2024 to stockholders of record as of September 30, 2024. Many of the other expenses associated with our hotels are relatively fixed, including portions of rent expense, property taxes and insurance. Since we generally are unable to decrease these costs significantly or rapidly when demand for our hotels decreases, the resulting decline in our revenues can have a greater adverse effect on our net cash flow, margins and profits. Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities, capital improvements at our hotels, and costs associated with potential acquisitions.
Our commitments to fund capital expenditures for renovations and maintenance at our hotels will be funded by cash and cash equivalents, restricted cash to the extent permitted by our lending agreements and cash flow from operations. We have construction contract commitments of approximately $113 million for capital expenditures at our properties, of which $34 million relates to guestroom renovations at the Hilton Hawaiian Village Waikiki Beach Resort, $19 million relates to guestroom renovations at the Hilton Waikoloa Village and $6 million relates to guestroom renovations at the
28
Hilton New Orleans Riverside. Our contracts contain clauses that allow us to cancel all or some portion of the work. Additionally, we have established reserves for capital expenditures (“FF&E reserve”) in accordance with our management and certain debt agreements. Generally, these agreements require that we fund 4% of hotel revenues into an FF&E reserve, unless such amounts have been incurred.
Our cash management objectives continue to be to maintain the availability of liquidity, minimize operational costs, make debt payments and fund our capital expenditure programs and future acquisitions. Further, we have an investment policy that is focused on the preservation of capital and maximizing the return on new and existing investments.
Stock Repurchase Program
In February 2023, our Board of Directors authorized and approved a stock repurchase program allowing us to repurchase up to $300 million of our common stock over a two-year period ending in February 2025, subject to any applicable limitations or restrictions set forth in our credit facility and indentures related to our Senior Notes. Stock repurchases may be made through open market purchases, including through Rule 10b5-1 trading programs, in privately negotiated transactions, or in such other manner that would comply with applicable securities laws. The timing of any future stock repurchases and the number of shares to be repurchased will depend upon prevailing market conditions and other factors, and we may suspend the repurchase program at any time. During the three and nine months ended September 30, 2024, we repurchased approximately 2.5 million and 4.2 million shares of our common stock for a total purchase price of $35 million and $60 million, respectively. As of September 30, 2024, $90 million remained available for stock repurchases.
Sources and Uses of Our Cash and Cash Equivalents
The following tables summarize our net cash flows and key metrics related to our liquidity:
Nine Months Ended September 30,
20242023Percent Change
(in millions)
Net cash provided by operating activities$349 $377 (7.4)%
Net cash used in investing activities(134)(91)47.3 
Net cash used in financing activities(447)(439)1.8 
Operating Activities
Cash flow from operating activities are primarily generated from the operating income generated at our hotels. The $28 million decrease in net cash provided by operating activities for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to an increase of $9 million in cash paid for taxes, a decrease in interest received of $13 million due to a decrease in average cash balances and timing of receipts from our customers and payments to our vendors and other third parties.
Investing Activities
The $134 million in net cash used in investing activities for the nine months ended September 30, 2024 was attributable to $164 million of capital expenditures, partially offset by $33 million of distributions from unconsolidated affiliates primarily related to the sale of the Hilton La Jolla Torrey Pines.
The $91 million in net cash used in investing activities for the nine months ended September 30, 2023 was primarily attributable to $206 million in capital expenditures and land acquisitions, partially offset by $116 million of net proceeds from the sale of one of our hotels.
Financing Activities
The $447 million in net cash used in financing activities for the nine months ended September 30, 2024 was primarily attributable to the issuance of $550 million of 2030 Senior Notes and the $200 million 2024 Term Loan, offset by $656 million of debt repayments, $459 million of dividends paid and the repurchase of approximately 4.2 million shares of our common stock for $60 million.
29
The $439 million in net cash used in financing activities for the nine months ended September 30, 2023 was primarily attributable to the repurchase of approximately 14.6 million shares of our common stock for approximately $180 million, $132 million of debt repayments and $120 million of dividends paid.
Dividends
As a REIT, we are required to distribute at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, to our stockholders on an annual basis. Therefore, as a general matter, we intend to make distributions of all, or substantially all, of our REIT taxable income (including net capital gains) to our stockholders, and, as a result, we will generally not be required to pay tax on our income. Consequently, it is unlikely that we will be able to retain substantial cash balances that could be used to meet our liquidity needs from our annual taxable income. Instead, we will need to meet these needs from external sources of capital and amounts, if any, by which our cash flow generated from operations exceeds taxable income.
We declared the following dividends to holders of our common stock during 2024:
Record DatePayment DateDividend per Share
March 29, 2024April 15, 2024$0.25 
June 28, 2024July 15, 2024$0.25 
September 30, 2024October 15, 2024$0.25 
Debt
As of September 30, 2024, our total indebtedness was approximately $3.9 billion, including over $2 billion of our Senior Notes, and excluding both the $725 million SF Mortgage Loan (that we ceased making debt service payments in June 2023) and approximately $157 million of our share of debt from investments in affiliates. Substantially all the debt of such unconsolidated affiliates is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us. Refer to Note 6: "Debt" in our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information.
Critical Accounting Estimates
The preparation of our financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of our financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in our unaudited condensed consolidated financial statements and accompanying footnotes. We have discussed those estimates that we believe are critical and require the use of complex judgment in their application in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 28, 2024. There have been no material changes to our critical accounting policies or the methods or assumptions we apply.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk primarily from changes in interest rates, which may affect our future income, cash flows and fair value, depending on changes to interest rates. In certain situations, we may seek to reduce cash flow volatility associated with changes in interest rates by entering into financial arrangements intended to provide a hedge against a portion of the risks associated with such volatility.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), as required by paragraph (b) of Rules 13a-15 and 15d-15 of the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2024, our disclosure controls and procedures were
30
effective to ensure that information we are required to disclose in reports filed or submitted with the Securities and Exchange Commission (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
31
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums, including proceedings involving tort and other general liability claims, employee claims and consumer protection claims. Most occurrences involving liability, claims of negligence and employees are covered by insurance with solvent insurance carriers. For those matters not covered by insurance, which include commercial matters, we recognize a liability when we believe the loss is probable and can be reasonably estimated. The ultimate results of claims and litigation cannot be predicted with certainty. We believe we have adequate reserves against such matters. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, results of operations or liquidity. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations in a particular period.
Item 1A. Risk Factors.
There have been no material changes from the risk factors previously disclosed in response to “Part I – Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
2(a): Unregistered Sales of Equity Securities and Use of Proceeds
None.
2(b): Use of Proceeds from Registered Securities
None.
32
2(c): Purchases of Equity Securities
During the nine months ended September 30, 2024, repurchases made pursuant to our stock repurchase program were as follows:
Period
Total number of shares purchased(1)
Weighted average price paid per share(2)
Total number of shares purchased as part of publicly announced plans or programs(3)
Maximum number (or approximate dollar value) of common shares that may yet be purchased under the plans or programs
(in millions)(3)
January 1, 2024 through January 31, 2024—$— —$150 
February 1, 2024 through February 29, 2024162,539$15.39 —$150 
March 1, 2024 through March 31, 2024—$— —$150 
April 1, 2024 through April 30, 2024106$17.12 —$150 
May 1, 2024 through May 31, 20241,483$15.95 —$150 
June 1, 2024 through June 30, 20241,663,340$15.01 1,662,959$125 
July 1, 2024 through July 31, 2024260$14.48 —$125 
August 1, 2024 through August 31, 20242,524,173$13.85 2,524,001$90 
September 1, 2024 through September 30, 2024242$14.44 —$90 
Total4,352,1434,186,960
_____________________________________
(1)The number of shares purchased represents shares of common stock repurchased under the applicable previously announced stock repurchase program as well as 165,183 shares of common stock surrendered by certain of our employees to satisfy their federal and state tax obligations associated with the vesting of restricted common stock.
(2)The weighted average price paid per share for shares of common stock surrendered by certain employees is based on the closing price of our common stock on the trading date immediately prior to the date of delivery of the shares. The weighted average price paid per share for shares repurchased excludes commissions paid.
(3)On February 17, 2023, our Board of Directors authorized and approved a $300 million stock repurchase program, which expires on February 21, 2025.
Item 3. Defaults Upon Senior Securities.
In June 2023, we ceased making debt service payments toward the SF Mortgage Loan, and we have received a notice of default from the servicer. As of October 30, 2024, the total arrearage related to the SF Mortgage Loan, including interest and fees was $84 million, of which $39 million is default interest. In October 2023, the trustee for the SF Mortgage Loan filed a lawsuit against the borrowers under the SF Mortgage Loan. In connection with the lawsuit, the court has appointed a receiver to take control of the Hilton San Francisco Hotels, which serve as security for the SF Mortgage Loan, and their operations, and thus, we have no further economic interest in the operations of the hotels. The receiver will operate and has authority over the hotels and, until no later than March 31, 2025, has the ability to sell the hotels. The lawsuit contemplates the receivership will end with a non-judicial foreclosure by July 15, 2025, if the hotels are not sold within the predetermined sale period.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
33
Item 6. Exhibits
Exhibit
Number		Description
2.1
2.2
3.1
3.2
3.3
31.1*
31.2*
32.1*
32.2*
101.INS*Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed herewith
34
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Park Hotels & Resorts Inc.
Date: October 30, 2024
By:/s/ Thomas J. Baltimore Jr.
Thomas J. Baltimore, Jr.
Chairman of the Board,
President and Chief Executive Officer
(Principal Executive Officer)
Date: October 30, 2024
By:/s/ Sean M. Dell’Orto
Sean M. Dell’Orto
Executive Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Date: October 30, 2024
By:/s/ Darren W. Robb
Darren W. Robb
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
35

Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas J. Baltimore, Jr., certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Park Hotels & Resorts Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended, Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 30, 2024
By:/s/ Thomas J. Baltimore, Jr.
Thomas J. Baltimore, Jr.
Chairman of the Board, President and
Chief Executive Officer


Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sean M. Dell’Orto, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Park Hotels & Resorts Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended, Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 30, 2024
By:/s/ Sean M. Dell’Orto
Sean M. Dell’Orto
Executive Vice President,
Chief Financial Officer and Treasurer


Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Park Hotels & Resorts Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas J. Baltimore, Jr., President and Chief Executive Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: October 30, 2024
By:/s/ Thomas J. Baltimore, Jr.
Thomas J. Baltimore, Jr.
Chairman of the Board, President and
Chief Executive Officer
In accordance with SEC Release NO. 34-47986, this Exhibit is furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.


Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Park Hotels & Resorts Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sean M. Dell’Orto, Executive Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Date: October 30, 2024
By:/s/ Sean M. Dell’Orto
Sean M. Dell’Orto
Executive Vice President,
Chief Financial Officer and Treasurer
In accordance with SEC Release NO. 34-47986, this Exhibit is furnished to the SEC as an accompanying document and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.

v3.24.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2024
Oct. 25, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-37795  
Entity Registrant Name Park Hotels & Resorts Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 36-2058176  
Entity Address, Address Line One 1775 Tysons Boulevard  
Entity Address, Address Line Two 7th Floor  
Entity Address, City or Town Tysons  
Entity Address, State or Province VA  
Entity Address, Postal Zip Code 22102  
City Area Code 571  
Local Phone Number 302-5757  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Trading Symbol PK  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   206,404,619
Entity Central Index Key 0001617406  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Current Fiscal Year End Date --12-31  
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
ASSETS    
Property and equipment, net $ 7,413 $ 7,459
Contract asset 804 760
Intangibles, net 42 42
Cash and cash equivalents 480 717
Restricted cash 38 33
Accounts receivable, net of allowance for doubtful accounts of $3 and $3 124 112
Prepaid expenses 57 59
Other assets 38 40
Operating lease right-of-use assets 177 197
TOTAL ASSETS (variable interest entities – $231 and $236) 9,173 9,419
Liabilities    
Debt 3,855 3,765
Debt associated with hotels in receivership 725 725
Accrued interest associated with hotels in receivership 79 35
Accounts payable and accrued expenses 240 210
Dividends payable 57 362
Due to hotel managers 111 131
Other liabilities 187 200
Operating lease liabilities 212 223
Total liabilities (variable interest entities – $215 and $218) 5,466 5,651
Commitments and contingencies – refer to Note 12
Stockholders' Equity    
Common stock, par value $0.01 per share, 6,000,000,000 shares authorized, 207,257,541 shares issued and 206,403,675 shares outstanding as of September 30, 2024 and 210,676,264 shares issued and 209,987,581 shares outstanding as of December 31, 2023 2 2
Additional paid-in capital 4,103 4,156
Accumulated deficit (353) (344)
Total stockholders' equity 3,752 3,814
Noncontrolling interests (45) (46)
Total equity 3,707 3,768
TOTAL LIABILITIES AND EQUITY $ 9,173 $ 9,419
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Allowance for doubtful accounts $ 3 $ 3
Total assets 9,173 9,419
Total liabilities $ 5,466 $ 5,651
Common stock, par value (USD per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 6,000,000,000 6,000,000,000
Common stock, issued (in shares) 207,257,541 210,676,264
Common stock, outstanding (in shares) 206,403,675 209,987,581
Variable Interest Entities    
Total assets $ 231 $ 236
Total liabilities $ 215 $ 218
v3.24.3
Condensed Consolidated Statements of Operations - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenues        
Total revenues $ 649 $ 679 $ 1,974 $ 2,041
Operating expenses        
Other property 65 59 174 182
Impairment and casualty loss 0 0 13 204
Depreciation and amortization 63 65 192 193
Corporate general and administrative 17 18 52 50
Other 21 19 62 61
Total expenses 569 594 1,710 1,989
Gain on sale of assets, net 0 0 0 15
Gain on derecognition of assets 15 0 44 0
Operating income 95 85 308 67
Interest income 6 9 16 29
Interest expense (54) (51) (161) (155)
Interest expense associated with hotels in receivership (15) (14) (44) (31)
Equity in earnings from investments in affiliates 28 2 29 9
Other (loss) gain, net (1) 0 (4) 4
Income (loss) before income taxes 59 31 144 (77)
Income tax (expense) benefit (2) 0 9 (5)
Net income (loss) 57 31 153 (82)
Net income attributable to noncontrolling interests (3) (4) (7) (8)
Net income (loss) attributable to stockholders $ 54 $ 27 $ 146 $ (90)
Earnings (loss) per share:        
Earnings (loss) per share – Basic (USD per share) $ 0.26 $ 0.13 $ 0.70 $ (0.42)
Earnings (loss) per share – Diluted (USD per share) $ 0.26 $ 0.13 $ 0.69 $ (0.42)
Weighted average shares outstanding - Basic (in shares) 206 212 208 216
Weighted average shares outstanding - Diluted (in shares) 208 212 210 216
Rooms        
Revenues        
Total revenues $ 403 $ 432 $ 1,193 $ 1,256
Operating expenses        
Cost of goods and services sold 107 119 314 343
Food and beverage        
Revenues        
Total revenues 157 159 521 518
Operating expenses        
Cost of goods and services sold 112 122 356 377
Ancillary hotel        
Revenues        
Total revenues 68 66 196 203
Other        
Revenues        
Total revenues 21 22 64 64
Other departmental and support        
Operating expenses        
Cost of goods and services sold 154 161 454 484
Management fees        
Operating expenses        
Cost of goods and services sold $ 30 $ 31 $ 93 $ 95
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Operating Activities:    
Net income (loss) $ 153 $ (82)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization 192 193
Gain on sales of assets, net 0 (15)
Gain on derecognition of assets (44) 0
Impairment and casualty loss 12 204
Equity in earnings from investments in affiliates (29) (9)
Other loss, net 3 0
Share-based compensation expense 14 14
Amortization of deferred financing costs 6 7
Distributions from unconsolidated affiliates 4 9
Deferred income taxes (13) 0
Changes in operating assets and liabilities 51 56
Net cash provided by operating activities 349 377
Investing Activities:    
Capital expenditures for property and equipment (164) (195)
Acquisitions, net 0 (11)
Proceeds from asset dispositions, net 0 116
Proceeds from the sale of investments in affiliates, net 0 3
Distributions from unconsolidated affiliates 33 0
Contributions to unconsolidated affiliates (3) (4)
Net cash used in investing activities (134) (91)
Financing Activities:    
Proceeds from issuance of Senior Notes 550 0
Repurchase or redemption of Senior Notes (650) 0
Borrowings from credit facilities 200 0
Repayments of credit facilities 0 (50)
Repayments of mortgage debt (6) (82)
Debt issuance costs (11) (1)
Dividends paid (459) (120)
Distributions to noncontrolling interests, net (6) (4)
Tax withholdings on share-based compensation (5) (2)
Repurchase of common stock (60) (180)
Net cash used in financing activities (447) (439)
Net decrease in cash and cash equivalents and restricted cash (232) (153)
Cash and cash equivalents and restricted cash, beginning of period 750 939
Cash and cash equivalents and restricted cash, end of period 518 786
Non-cash financing activities:    
Dividends declared but unpaid $ 51 $ 31
v3.24.3
Condensed Consolidated Statements of Equity - USD ($)
$ in Millions
Total
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Non- controlling Interests
Beginning balance (in shares) at Dec. 31, 2022   224,000,000      
Beginning balance at Dec. 31, 2022 $ 4,291 $ 2 $ 4,321 $ 16 $ (48)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation, net (in shares)   1,000,000      
Share-based compensation, net 2     2  
Net (loss) income 33     33  
Dividends and dividend equivalents [1] (32)     (32)  
Distributions to noncontrolling interests (1)       (1)
Repurchases of common stock (in shares)   (9,000,000)      
Repurchase of common stock (105)   (105)    
Ending balance (in shares) at Mar. 31, 2023   216,000,000      
Ending balance at Mar. 31, 2023 4,188 $ 2 4,216 19 (49)
Beginning balance (in shares) at Dec. 31, 2022   224,000,000      
Beginning balance at Dec. 31, 2022 4,291 $ 2 4,321 16 (48)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net (loss) income (82)        
Ending balance (in shares) at Sep. 30, 2023   210,000,000      
Ending balance at Sep. 30, 2023 3,940 $ 2 4,151 (169) (44)
Beginning balance (in shares) at Mar. 31, 2023   216,000,000      
Beginning balance at Mar. 31, 2023 4,188 $ 2 4,216 19 (49)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation, net 5   5    
Net (loss) income (146)     (150) 4
Dividends and dividend equivalents [1] (34)     (34)  
Ending balance (in shares) at Jun. 30, 2023   216,000,000      
Ending balance at Jun. 30, 2023 4,013 $ 2 4,221 (165) (45)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation, net 5   5    
Net (loss) income 31     27 4
Dividends and dividend equivalents [1] (31)     (31)  
Distributions to noncontrolling interests (3)       (3)
Repurchases of common stock (in shares)   (6,000,000)      
Repurchase of common stock (75)   (75)    
Ending balance (in shares) at Sep. 30, 2023   210,000,000      
Ending balance at Sep. 30, 2023 $ 3,940 $ 2 4,151 (169) (44)
Beginning balance (in shares) at Dec. 31, 2023 209,987,581 210,000,000      
Beginning balance at Dec. 31, 2023 $ 3,768 $ 2 4,156 (344) (46)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation, net (in shares)   1,000,000      
Share-based compensation, net 0   (2) 2  
Net (loss) income 29     28 1
Dividends and dividend equivalents [1] (53)     (53)  
Distributions to noncontrolling interests (2)       (2)
Ending balance (in shares) at Mar. 31, 2024   211,000,000      
Ending balance at Mar. 31, 2024 $ 3,742 $ 2 4,154 (367) (47)
Beginning balance (in shares) at Dec. 31, 2023 209,987,581 210,000,000      
Beginning balance at Dec. 31, 2023 $ 3,768 $ 2 4,156 (344) (46)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net (loss) income $ 153        
Ending balance (in shares) at Sep. 30, 2024 206,403,675 206,000,000      
Ending balance at Sep. 30, 2024 $ 3,707 $ 2 4,103 (353) (45)
Beginning balance (in shares) at Mar. 31, 2024   211,000,000      
Beginning balance at Mar. 31, 2024 3,742 $ 2 4,154 (367) (47)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation, net 4   4    
Net (loss) income 67     64 3
Dividends and dividend equivalents [1] (52)     (52)  
Repurchases of common stock (in shares)   (2,000,000)      
Repurchase of common stock (25)   (25)    
Ending balance (in shares) at Jun. 30, 2024   209,000,000      
Ending balance at Jun. 30, 2024 3,736 $ 2 4,133 (355) (44)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation, net 5   5    
Net (loss) income 57     54 3
Dividends and dividend equivalents [1] (52)     (52)  
Distributions to noncontrolling interests (4)       (4)
Repurchases of common stock (in shares)   (3,000,000)      
Repurchase of common stock $ (35)   (35)    
Ending balance (in shares) at Sep. 30, 2024 206,403,675 206,000,000      
Ending balance at Sep. 30, 2024 $ 3,707 $ 2 $ 4,103 $ (353) $ (45)
[1] Dividends declared per common share were $0.25 for each of the three months ended March 31, 2024, June 30, 2024 and September 30, 2024. Dividends declared per common share were $0.15 for each of the three months ended March 31, 2023, June 30, 2023 and September 30, 2023.
v3.24.3
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares
 3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]            
Dividends declared per common share (USD per share) $ 0.25 $ 0.25 $ 0.25 $ 0.15 $ 0.15 $ 0.15
v3.24.3
Organization
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization Organization
Park Hotels & Resorts Inc. (“we,” “us,” “our” or the “Company” and, exclusive of any subsidiaries, "Park Parent") is a Delaware corporation that owns a portfolio of premium-branded hotels and resorts primarily located in prime city center and resort locations. On January 3, 2017, Hilton Worldwide Holdings Inc. (“Hilton”) completed the spin-off of a portfolio of premium hotels and resorts that established Park Hotels & Resorts Inc. as an independent, publicly traded company.
On May 5, 2019, the Company, PK Domestic Property LLC, an indirect subsidiary of the Company (“PK Domestic”), and PK Domestic Sub LLC, a wholly-owned subsidiary of PK Domestic (“Merger Sub”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Chesapeake Lodging Trust (“Chesapeake”). On September 18, 2019, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Chesapeake merged with and into Merger Sub (the “Merger”) and each of Chesapeake’s common shares of beneficial interest, $0.01 par value per share, was converted into $11.00 in cash and 0.628 of a share of our common stock. No fractional shares of our common stock were issued in the Merger. The value of any fractional interests to which a Chesapeake shareholder would otherwise have been entitled was paid in cash.
We are a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes. We have been organized and operated, and we expect to continue to be organized and operate, in a manner to qualify as a REIT. To qualify as a REIT, we must satisfy requirements related to, among other things, the real estate qualification of sources of our income, the real estate composition and values of our assets, the amounts we distribute to our stockholders annually and the diversity of ownership of our stock. From the date of our spin-off from Hilton, Park Intermediate Holdings LLC (our “Operating Company”), directly or indirectly, has held all our assets and has conducted all of our operations. Park Parent owned 100% of the interests of our Operating Company until December 31, 2021 when the business undertook an internal reorganization transitioning our structure to a traditional umbrella partnership REIT ("UPREIT") structure. Effective January 1, 2022, Park Parent became the managing member of our Operating Company and PK Domestic REIT Inc., a direct subsidiary of Park Parent, became a member of our Operating Company. We may, in the future, issue interests in (or from) our Operating Company in connection with acquiring hotels, financings, issuance of equity compensation or other purposes.
v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
Principles of Consolidation
The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All significant intercompany transactions and balances within the financial statements have been eliminated.
These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Interim results are not necessarily indicative of full year performance.
Reclassifications
Certain line items on the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 have been reclassified to conform to the current period presentation.
Summary of Significant Accounting Policies
Our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 28, 2024, contains a discussion of significant accounting policies. There have been no significant changes to our significant accounting policies since December 31, 2023.
v3.24.3
Acquisitions and Dispositions
 9 Months Ended
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Acquisitions and Dispositions Acquisitions and Dispositions
Acquisitions
During the nine months ended September 30, 2023, we acquired two parcels of land, adjacent to the Hilton Hawaiian Village Waikiki Beach Resort, for a purchase price of approximately $18 million, including transaction costs. We accounted for the purchase as an acquisition of an asset, and the entire purchase price was allocated to land.
Dispositions
In July 2024, the unconsolidated joint venture that owns and operates the Hilton La Jolla Torrey Pines sold the hotel for gross proceeds of approximately $165 million, and our pro-rata share of the gross proceeds was approximately $41 million, which was reduced by our portion of debt of approximately $17 million. We recognized a gain of approximately $19 million, which is included in equity in earnings from investments in affiliates in our condensed consolidated statements of operations.
Additionally, in August 2024, we permanently closed the Hilton Oakland Airport and subsequently terminated its ground lease, returning the property to the ground lessor.
During the nine months ended September 30, 2023, we sold the Hilton Miami Airport hotel for gross proceeds of $118.25 million. We recognized a net gain of approximately $15 million, which is included in gain on sale of assets, net in our condensed consolidated statements of operations.
Additionally, in June 2023, the ground lessor terminated the ground lease for the Embassy Suites Phoenix Airport hotel and, pursuant to an agreement, we received an early termination fee of approximately $4 million, which is included in other (loss) gain, net in our condensed consolidated statements of operations.
v3.24.3
Property and Equipment
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
Property and equipment were:
September 30, 2024December 31, 2023
(in millions)
Land$3,007 $2,990 
Buildings and leasehold improvements5,926 5,814 
Furniture and equipment1,028 947 
Construction-in-progress229 341 
10,190 10,092 
Accumulated depreciation(2,777)(2,633)
$7,413 $7,459 
Depreciation of property and equipment was $63 million and $65 million during the three months ended September 30, 2024 and 2023, respectively, and $191 million and $193 million for the nine months ended September 30, 2024 and 2023, respectively.
During the nine months ended September 30, 2024, we recognized impairment losses of approximately $12 million related to two of our hotels subject to ground leases and our inability to recover the carrying value of the assets over the remaining lease term. Refer to Note 7: "Fair Value Measurements" for additional information.
For the nine months ended September 30, 2023, we recognized approximately $202 million of impairment loss related to one of the hotels securing our $725 million non-recourse CMBS loan ("SF Mortgage Loan") as a result of a decision to cease making debt service payments. In October 2023, the two San Francisco Hotels – the 1,921-room Hilton San Francisco Union Square and the 1,024-room Parc 55 San Francisco – a Hilton Hotel (collectively, the "Hilton San Francisco Hotels") that secure the SF Mortgage Loan were placed into receivership. Refer to Note 6: "Debt" and Note 7: "Fair Value Measurements" for additional information.
v3.24.3
Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates
 9 Months Ended
Sep. 30, 2024
Consolidated Variable Interest Entities And Investments In Affiliates [Abstract]  
Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates
Consolidated VIEs
We consolidate VIEs that own three hotels in the U.S. We are the primary beneficiary of these VIEs as we have the power to direct the activities that most significantly affect their economic performance. Additionally, we have the obligation to absorb their losses and the right to receive benefits that could be significant to them. The assets of our VIEs are only available to settle the obligations of these entities. Our condensed consolidated balance sheets include the following assets and liabilities of these entities:
September 30, 2024December 31, 2023
(in millions)
Property and equipment, net$204 $209 
Cash and cash equivalents17 17 
Restricted cash3 2 
Accounts receivable, net5 5 
Prepaid expenses2 3 
Debt200 202 
Accounts payable and accrued expenses11 11 
Due to hotel manager1 2 
Other liabilities3 3 
Unconsolidated Entities
Three of our hotels are owned by unconsolidated joint ventures in which we hold an interest. These hotels are accounted for using the equity method and had total debt of approximately $685 million and $702 million as of September 30, 2024 and December 31, 2023, respectively. Substantially all the debt is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us.
v3.24.3
Debt
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt Debt
Debt balances and associated interest rates as of September 30, 2024 were:
Principal balance as of
Interest Rate
at September 30, 2024		Maturity DateSeptember 30, 2024December 31, 2023
(in millions)
HHV Mortgage Loan(1)
4.20%November 2026$1,275 $1,275 
Other mortgage loans
Average rate of 4.37%
2025 to 2027(2)
379 385 
Revolver(3)
SOFR + 1.80%(4)
December 2026— — 
2024 Term Loan
SOFR + 1.75%(4)
May 2027200 — 
2025 Senior Notes(5)
7.50%June 2025— 650 
2028 Senior Notes(5)
5.88%October 2028725 725 
2029 Senior Notes(5)
4.88%May 2029750 750 
2030 Senior Notes(5)
7.00%February 2030550 — 
Finance lease obligations
7.44%2024 to 20281 1 
3,880 3,786 
Add: unamortized premium— 1 
Less: unamortized deferred financing costs and discount(25)(22)
$3,855 $3,765 
_____________________________________
(1)In October 2016, we entered into a $1.275 billion CMBS loan secured by the Hilton Hawaiian Village Waikiki Beach Resort (“HHV Mortgage Loan”).
(2)Assumes the exercise of all extensions that are exercisable solely at our option. The mortgage loan for Hilton Denver City Center matures in 2042 but became callable by the lender in August 2022 with six months of notice. As of September 30, 2024, Park had not received notice from the lender.
(3)Our revolving credit facility ("Revolver") permits one or more standby letters of credit, up to a maximum aggregate outstanding balance of $50 million, to be issued on behalf of us. As of September 30, 2024, we had approximately $4 million outstanding on a standby letter of credit and $946 million of available capacity under our Revolver.
(4)The secured overnight financing rate ("SOFR") includes a credit spread adjustment of 0.1%.
(5)In May 2020, our Operating Company, PK Domestic and PK Finance Co-Issuer Inc. ("PK Finance") issued an aggregate of $650 million senior notes due 2025 ("2025 Senior Notes"), all of which were repurchased or redeemed during the second quarter of 2024. Our Operating Company, PK Domestic, and PK Finance also issued an aggregate of $725 million of senior notes due 2028 (“2028 Senior Notes”) in September 2020, an aggregate of $750 million of senior notes due 2029 (“2029 Senior Notes”) in May 2021 and an aggregate of $550 million of senior notes due 2030 ("2030 Senior Notes") in May 2024.
Credit Facilities
2024 Term Loan
In May 2024, the Company, our Operating Company and PK Domestic amended our existing credit agreement to include a new $200 million senior unsecured term loan facility ("2024 Term Loan") with a scheduled maturity date of May 14, 2027. Borrowings under the 2024 Term Loan bear interest based upon SOFR plus a credit spread adjustment of 0.1%, plus an applicable margin based on our leverage ratio. We capitalized $2 million of financing fees incurred during the nine months ended September 30, 2024.
The amendment did not amend or modify existing financial maintenance covenants or other terms and provisions under our existing credit agreement, except to provide that income, value and debt of the Hilton San Francisco Hotels be excluded from the calculations of our leverage ratio, the fixed charge coverage ratio and the secured leverage ratio under the existing credit agreement.
Senior Notes
2030 Senior Notes
In May 2024, our Operating Company, PK Domestic and PK Finance issued an aggregate of $550 million of 2030 Senior Notes. Net proceeds from the 2030 Senior Notes and the 2024 Term Loan were used to repurchase or redeem all of the 2025 Senior Notes, and the remainder was used for general corporate purposes. The 2030 Senior Notes bear interest at a rate of 7.000% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning February 1, 2025. The 2030 Senior Notes will mature on February 1, 2030. We capitalized approximately $9 million of issuance costs during the nine months ended September 30, 2024.
We may redeem the 2030 Senior Notes at any time prior to August 1, 2026, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus a make-whole premium. On or after August 1, 2026, we may redeem the 2030 Senior Notes at (i) 103.500% of the principal amount on or prior to August 1, 2027, (ii) 101.750% of the principal amount prior to August 1, 2028 and (iii) 100.000% of the principal amount on or after August 1, 2028, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to August 1, 2026, we may redeem up to 40% of the 2030 Senior Notes with net cash proceeds from certain equity offerings at a redemption price of 107.000% of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Indenture
The 2030 Senior Notes are guaranteed by Park Parent, PK Domestic REIT Inc., and by the subsidiaries of our Operating Company that also guarantee indebtedness under our credit facility, the 2028 Senior Notes and 2029 Senior Notes. The guarantees are full and unconditional and joint and several. The indenture governing the 2030 Senior Notes contains customary covenants that limit the issuers' ability and, in certain instances, the ability of the issuers' subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of exceptions and qualifications, including exceptions and qualifications related to the declaration and payment of dividends and the making of distributions in order to maintain our status as a REIT. In addition, the indenture requires our Operating Company to maintain total unencumbered assets as of each fiscal quarter of at least 150% of total unsecured indebtedness, in each case calculated on a consolidated basis.
Debt Maturities
The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of September 30, 2024 were:
Year(in millions)
2024(1)
$2 
202560 
20261,563 
2027230 
2028725 
Thereafter1,300 
$3,880 
_____________________________________
(1)Excludes the SF Mortgage Loan secured by the Hilton San Francisco Hotels.
Debt Associated with Hotels in Receivership
In June 2023, we ceased making debt service payments towards the SF Mortgage Loan secured by the Hilton San Francisco Hotels, which was due November 2023, and we received a notice of default from the servicer. The stated rate on the loan is 4.11%; however, beginning June 1, 2023, the default interest rate on the loan is 7.11%. Additionally, beginning June 1, 2023, the loan accrues a monthly late payment administrative fee of 3% of the monthly amount due. In October
2023, the trustee for the SF Mortgage Loan filed a lawsuit against the borrowers under the SF Mortgage Loan. In connection with the lawsuit, the court appointed a receiver to take control of the Hilton San Francisco Hotels, which serve as security for the SF Mortgage Loan, and their operations, and thus, we have no further economic interest in the operations of the hotels. The receiver will operate and has authority over the hotels and, until no later than March 31, 2025, has the ability to sell the hotels. The court order contemplates that the receivership will end with a non-judicial foreclosure by July 15, 2025, if the hotels are not sold within the predetermined sale period.
We derecognized the Hilton San Francisco Hotels from our consolidated balance sheet in October 2023 when the receiver took control of the hotels. For the three and nine months ended September 30, 2024, we recognized a gain of $15 million and $44 million, respectively, which is included in gain on derecognition of assets in our condensed consolidated statements of operations. The gain represents the accrued interest expense associated with the default of the SF Mortgage Loan, which results in a corresponding increase of the contract asset on our condensed consolidated balance sheets as we expect to be released from this obligation upon final resolution with the lender on the SF Mortgage Loan, in exchange for the transfer of ownership of the Hilton San Francisco Hotels. As of September 30, 2024 and December 31, 2023, the contract asset on our condensed consolidated balance sheets was $804 million and $760 million, respectively. The SF Mortgage Loan will remain a liability until final resolution with the lender is concluded and is included in debt associated with hotels in receivership on our condensed consolidated balance sheets.
v3.24.3
Fair Value Measurements
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
We did not elect the fair value measurement option for our financial assets or liabilities. The fair values of our other financial instruments not included in the table below are estimated to be equal to their carrying amounts.
The fair value of our debt and the hierarchy level we used to estimate fair values are shown below:
September 30, 2024December 31, 2023
Hierarchy
Level		Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
(in millions)
Liabilities:
HHV Mortgage Loan3$1,275 $1,217 $1,275 $1,195 
Other mortgage loans3379 367 385 365 
2024 Term Loan3200 199 — — 
2025 Senior Notes1— — 650 652 
2028 Senior Notes1725 725 725 713 
2029 Senior Notes1750 727 750 702 
2030 Senior Notes1550 572 — — 
The fair value of the SF Mortgage Loan, which has a carrying value of $725 million as of both September 30, 2024 and December 31, 2023 and categorized as Level 3 of the fair value hierarchy, was $718 million as of both September 30, 2024 and December 31, 2023. Refer to Note 6: "Debt" for additional information.
During the nine months ended September 30, 2024, we recognized impairment losses related to two of our hotels due to our inability to recover the carrying value of the assets. During the nine months ended September 30, 2023, we recognized an impairment loss related to one of our hotels and in October 2023, that hotel, along with the other hotel securing our SF Mortgage Loan, were placed into receivership. Refer to Note 6: "Debt" for additional information. The
estimated fair value of the assets that were measured on a nonrecurring basis were:
September 30, 2024September 30, 2023
Fair ValueImpairment LossFair ValueImpairment Loss
(in millions)
Property and equipment(1)
$2 $12 $234 $202 
Total$2 $12 $234 $202 
____________________________________________________________________________________
(1)We estimated fair value of the assets during the nine months ended September 30, 2024, using a discounted cash flow analysis, with an estimated stabilized growth rate range of 2% to 3%, a discounted cash flow term of 10 years and a discount rate ranging from 17.0% to 20.0%. We estimated fair value of the asset during the nine months ended September 30, 2023, using a discounted cash flow analysis, with an estimated stabilized growth rate of 3%, a discounted cash flow term of 10 years, terminal capitalization rate of 6.3% and discount rate of 9.5%. The discount and terminal capitalization rates used for the fair values of the assets reflected the risk profile of the markets where the properties are located. Fair value as of both September 30, 2024 and 2023 were measured using significant unobservable inputs (Level 3).
v3.24.3
Income Taxes
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
We are a REIT for U.S. federal income tax purposes. We have been organized and operated, and we expect to continue to be organized and operate in a manner to qualify as a REIT. To qualify as a REIT, we must satisfy requirements related to, among other things, the real estate qualification of sources of our income, the real estate composition and values of our assets, the amounts we distribute to our stockholders annually and the diversity of ownership of our stock. To the extent we continue to remain qualified as a REIT, we generally will not be subject to U.S. federal (and state) income tax on taxable income generated by our REIT activities that we distribute annually to our stockholders. Accordingly, no provision for U.S. federal income taxes has been included in our accompanying condensed consolidated financial statements for the three or nine months ended September 30, 2024 and 2023 related to our REIT activities. Our taxable REIT subsidiaries (“TRSs”) are generally subject to U.S. federal, state and local, and foreign income taxes (as applicable).
During the three months ended September 30, 2024, we recognized income tax expense of $2 million, which was primarily related to taxable income from our TRSs. During the nine months ended September 30, 2024, we recognized an income tax benefit of $9 million, which was primarily associated with the effective exit from the Hilton San Francisco Hotels and the reversal of $14 million of tax expense that is no longer expected to be incurred.
During the nine months ended September 30, 2023, we recognized income tax expense of $5 million, which was primarily related to taxable income from our TRSs.
v3.24.3
Share-Based Compensation
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
We issue equity-based awards to our employees pursuant to the 2017 Omnibus Incentive Plan (the “2017 Employee Plan”) and our non-employee directors pursuant to the 2017 Stock Plan for Non-Employee Directors (the “2017 Director Plan”), both of which are amended and restated from time to time. The 2017 Employee Plan provides that a maximum of 14,070,000 shares of our common stock may be issued, and as of September 30, 2024, 6,430,660 shares of common stock remain available for future issuance. The 2017 Director Plan provides that a maximum of 950,000 shares of our common stock may be issued, and as of September 30, 2024, 154,166 shares of common stock remain available for future issuance. For both the three months ended September 30, 2024 and 2023, we recognized $5 million of share-based compensation expense and $14 million for both the nine months ended September 30, 2024 and 2023. As of September 30, 2024, unrecognized compensation expense was $24 million, which is expected to be recognized over a weighted-average period of 1.5 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) for the nine months ended September 30, 2024 and 2023 was $14 million and $7 million, respectively.
Restricted Stock Awards
Restricted Stock Awards (“RSAs”) generally vest in annual installments between one and three years from each grant date. The following table provides a summary of RSAs for the nine months ended September 30, 2024:
Number of Shares Weighted-Average
Grant Date
Fair Value
Unvested at January 1, 2024982,585$15.40 
Granted616,09216.20 
Vested(537,578)15.81 
Forfeited(51,934)15.48 
Unvested at September 30, 20241,009,165$15.66 
Performance Stock Units
Performance Stock Units (“PSUs”) generally vest at the end of a three-year performance period and are subject to the achievement of a market condition based on a measure of our total shareholder return relative to the total shareholder return of the companies that comprise the FTSE Nareit Lodging Resorts Index (that have a market capitalization in excess of $1 billion as of the first day of the applicable performance period). The number of PSUs that may become vested ranges from zero to 200% of the number of PSUs granted to an employee, based on the level of achievement of the foregoing performance measure.
Additionally, in November 2020, we granted special awards with vesting of these awards subject to the achievement of eight increasing levels of our average closing sales price per share, from $11.00 to $25.00, over a consecutive 20 trading day period (“Share Price Target”). One-eighth of PSUs will vest at each date a Share Price Target is achieved and any PSUs remaining after a four-year performance period will be forfeited. As of September 30, 2024, six of the eight Share Price Targets were achieved and thus 75% of the awards granted were vested.
The following table provides a summary of PSUs for the nine months ended September 30, 2024:
Number of Shares Weighted-Average
Grant Date
Fair Value
Unvested at January 1, 20241,527,576$19.72 
Granted591,67217.75 
Vested(337,283)26.99 
Forfeited(22,720)16.04 
Unvested at September 30, 20241,759,245$17.72 
The grant date fair values of the awards that are subject to the achievement of market conditions based on total shareholder return were determined using a Monte Carlo simulation valuation model with the following assumptions:
Expected volatility36.0 %
Dividend yield(1)
— 
Risk-free rate4.5 %
Expected term3 years
_____________________________________
(1)Dividends are assumed to be reinvested in shares of our common stock and dividends will not be paid unless shares vest.
v3.24.3
Earnings Per Share
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share Earnings Per Share
The following table presents the calculation of basic and diluted earnings per share (“EPS”):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in millions, except per share amounts)
Numerator:
Net income (loss) attributable to stockholders$54 $27 $146 $(90)
Earnings attributable to participating securities(1)— (1)(1)
Net income (loss) attributable to stockholders, net of earnings allocated to participating securities53 27 145 (91)
Denominator:
Weighted average shares outstanding – basic206 212 208 216 
Unvested restricted shares2 — 2 — 
Weighted average shares outstanding – diluted208 212 210 216 
Earnings (loss) per share – Basic(1)
$0.26 $0.13 $0.70 $(0.42)
Earnings (loss) per share – Diluted(1)
$0.26 $0.13 $0.69 $(0.42)
_____________________________________
(1)Per share amounts are calculated based on unrounded numbers and are calculated independently for each period presented.
Certain of our outstanding equity awards were excluded from the above calculation of EPS for the three and nine months ended September 30, 2024 and 2023 because their effect would have been anti-dilutive.
v3.24.3
Business Segment Information
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Business Segment Information Business Segment Information
As of September 30, 2024, we have two operating segments, our consolidated hotels and unconsolidated hotels. Our unconsolidated hotels operating segment does not meet the definition of a reportable segment, thus our consolidated hotels is our only reportable segment. We evaluate our consolidated hotels primarily based on hotel adjusted earnings before interest expense, taxes and depreciation and amortization (“EBITDA”). Hotel Adjusted EBITDA, presented herein, is calculated as EBITDA from hotel operations, adjusted to exclude the following items that are not reflective of our ongoing operating performance or incurred in the normal course of business, and thus excluded from management's analysis in making day to day operating decisions and evaluations of our operating performance against other companies within our industry:
•Gains or losses on sales of assets for both consolidated and unconsolidated investments;
•Costs associated with hotel acquisitions or dispositions expensed during the period;
•Severance expense;
•Share-based compensation expense;
•Impairment losses and casualty gains or losses; and
•Other items that we believe are not representative of our current or future operating performance.
The following table presents revenues for our consolidated hotels reconciled to our consolidated amounts and net income to Hotel Adjusted EBITDA:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(in millions)
Revenues:
Total consolidated hotel revenues$628 $657 $1,910 $1,977 
Other revenues21 22 64 64 
Total revenues$649 $679 $1,974 $2,041 
Net income (loss)$57 $31 $153 $(82)
Other revenues(21)(22)(64)(64)
Depreciation and amortization expense63 65 192 193 
Corporate general and administrative expense17 18 52 50 
Impairment and casualty loss— — 13 204 
Other operating expenses21 19 62 61 
Gain on sales of assets, net— — — (15)
Gain on derecognition of assets(15)— (44)— 
Interest income(6)(9)(16)(29)
Interest expense54 51 161 155 
Interest expense associated with hotels in receivership15 14 44 31 
Equity in earnings from investments in affiliates(28)(2)(29)(9)
Income tax expense (benefit)2 — (9)5 
Other loss (gain), net1 — 4 (4)
Other items8 8 17 21 
Hotel Adjusted EBITDA$168 $173 $536 $517 
The following table presents total assets for our consolidated hotels, reconciled to total assets:
September 30, 2024December 31, 2023
(in millions)
Consolidated hotels$9,163 $9,406 
All other10 13 
Total assets$9,173 $9,419 
v3.24.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
As of September 30, 2024, we had outstanding commitments under third-party contracts of approximately $113 million for capital expenditures at our properties, of which $34 million relates to guestroom renovations at the Hilton Hawaiian Village Waikiki Beach Resort, $19 million relates to guestroom renovations at the Hilton Waikoloa Village and $6 million relates to guestroom renovations at the Hilton New Orleans Riverside. Our contracts contain clauses that allow us to cancel all or some portion of the work. If cancellation of a contract occurred, our commitment would be any costs incurred up to the cancellation date, in addition to any costs associated with the discharge of the contract.
We are involved in litigation arising from the normal course of business, some of which includes claims for substantial sums, and may make certain indemnifications or guarantees to select buyers of our hotels as part of a sale process. We are also involved in claims and litigation that is not in the ordinary course of business in connection with the spin-off from Hilton. The spin-off agreements provide that Hilton will indemnify us from certain of these claims as well as require us to indemnify Hilton for other claims. In addition, losses related to certain contingent liabilities could be apportioned to us under the spin-off agreements. In connection with our obligation to indemnify Hilton under the spin-off
agreements, we have reserved approximately $8 million as of September 30, 2024 related to litigation with respect to an audit by the Australian Tax Office (“ATO”) of Hilton related to the sale of the Hilton Sydney in June 2015. This amount could change as the litigation of the ATO’s claim progresses.
v3.24.3
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Principles of Consolidation
Principles of Consolidation
The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All significant intercompany transactions and balances within the financial statements have been eliminated.
These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2023 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Interim results are not necessarily indicative of full year performance.
Reclassifications
Reclassifications
Certain line items on the condensed consolidated statements of operations for the three and nine months ended September 30, 2023 have been reclassified to conform to the current period presentation.
v3.24.3
Property and Equipment (Tables)
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment
Property and equipment were:
September 30, 2024December 31, 2023
(in millions)
Land$3,007 $2,990 
Buildings and leasehold improvements5,926 5,814 
Furniture and equipment1,028 947 
Construction-in-progress229 341 
10,190 10,092 
Accumulated depreciation(2,777)(2,633)
$7,413 $7,459 
v3.24.3
Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates (Tables)
 9 Months Ended
Sep. 30, 2024
Consolidated Variable Interest Entities And Investments In Affiliates [Abstract]  
Schedule of Assets and Liabilities Included in Consolidated Balance Sheets Our condensed consolidated balance sheets include the following assets and liabilities of these entities:
September 30, 2024December 31, 2023
(in millions)
Property and equipment, net$204 $209 
Cash and cash equivalents17 17 
Restricted cash3 2 
Accounts receivable, net5 5 
Prepaid expenses2 3 
Debt200 202 
Accounts payable and accrued expenses11 11 
Due to hotel manager1 2 
Other liabilities3 3 
v3.24.3
Debt (Tables)
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Debt
Debt balances and associated interest rates as of September 30, 2024 were:
Principal balance as of
Interest Rate
at September 30, 2024		Maturity DateSeptember 30, 2024December 31, 2023
(in millions)
HHV Mortgage Loan(1)
4.20%November 2026$1,275 $1,275 
Other mortgage loans
Average rate of 4.37%
2025 to 2027(2)
379 385 
Revolver(3)
SOFR + 1.80%(4)
December 2026— — 
2024 Term Loan
SOFR + 1.75%(4)
May 2027200 — 
2025 Senior Notes(5)
7.50%June 2025— 650 
2028 Senior Notes(5)
5.88%October 2028725 725 
2029 Senior Notes(5)
4.88%May 2029750 750 
2030 Senior Notes(5)
7.00%February 2030550 — 
Finance lease obligations
7.44%2024 to 20281 1 
3,880 3,786 
Add: unamortized premium— 1 
Less: unamortized deferred financing costs and discount(25)(22)
$3,855 $3,765 
_____________________________________
(1)In October 2016, we entered into a $1.275 billion CMBS loan secured by the Hilton Hawaiian Village Waikiki Beach Resort (“HHV Mortgage Loan”).
(2)Assumes the exercise of all extensions that are exercisable solely at our option. The mortgage loan for Hilton Denver City Center matures in 2042 but became callable by the lender in August 2022 with six months of notice. As of September 30, 2024, Park had not received notice from the lender.
(3)Our revolving credit facility ("Revolver") permits one or more standby letters of credit, up to a maximum aggregate outstanding balance of $50 million, to be issued on behalf of us. As of September 30, 2024, we had approximately $4 million outstanding on a standby letter of credit and $946 million of available capacity under our Revolver.
(4)The secured overnight financing rate ("SOFR") includes a credit spread adjustment of 0.1%.
(5)In May 2020, our Operating Company, PK Domestic and PK Finance Co-Issuer Inc. ("PK Finance") issued an aggregate of $650 million senior notes due 2025 ("2025 Senior Notes"), all of which were repurchased or redeemed during the second quarter of 2024. Our Operating Company, PK Domestic, and PK Finance also issued an aggregate of $725 million of senior notes due 2028 (“2028 Senior Notes”) in September 2020, an aggregate of $750 million of senior notes due 2029 (“2029 Senior Notes”) in May 2021 and an aggregate of $550 million of senior notes due 2030 ("2030 Senior Notes") in May 2024.
Schedule of Debt Maturities, Assuming the Exercise of all Extensions that are Exercisable Solely at our Option
The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of September 30, 2024 were:
Year(in millions)
2024(1)
$2 
202560 
20261,563 
2027230 
2028725 
Thereafter1,300 
$3,880 
_____________________________________
(1)Excludes the SF Mortgage Loan secured by the Hilton San Francisco Hotels.
v3.24.3
Fair Value Measurements (Tables)
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value of Debt and Hierarchy Level Used to Estimate Fair Values
The fair value of our debt and the hierarchy level we used to estimate fair values are shown below:
September 30, 2024December 31, 2023
Hierarchy
Level		Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
(in millions)
Liabilities:
HHV Mortgage Loan3$1,275 $1,217 $1,275 $1,195 
Other mortgage loans3379 367 385 365 
2024 Term Loan3200 199 — — 
2025 Senior Notes1— — 650 652 
2028 Senior Notes1725 725 725 713 
2029 Senior Notes1750 727 750 702 
2030 Senior Notes1550 572 — — 
Estimated Fair Value of Assets Measured on Nonrecurring Basis
During the nine months ended September 30, 2024, we recognized impairment losses related to two of our hotels due to our inability to recover the carrying value of the assets. During the nine months ended September 30, 2023, we recognized an impairment loss related to one of our hotels and in October 2023, that hotel, along with the other hotel securing our SF Mortgage Loan, were placed into receivership. Refer to Note 6: "Debt" for additional information. The
estimated fair value of the assets that were measured on a nonrecurring basis were:
September 30, 2024September 30, 2023
Fair ValueImpairment LossFair ValueImpairment Loss
(in millions)
Property and equipment(1)
$2 $12 $234 $202 
Total$2 $12 $234 $202 
____________________________________________________________________________________
(1)We estimated fair value of the assets during the nine months ended September 30, 2024, using a discounted cash flow analysis, with an estimated stabilized growth rate range of 2% to 3%, a discounted cash flow term of 10 years and a discount rate ranging from 17.0% to 20.0%. We estimated fair value of the asset during the nine months ended September 30, 2023, using a discounted cash flow analysis, with an estimated stabilized growth rate of 3%, a discounted cash flow term of 10 years, terminal capitalization rate of 6.3% and discount rate of 9.5%. The discount and terminal capitalization rates used for the fair values of the assets reflected the risk profile of the markets where the properties are located. Fair value as of both September 30, 2024 and 2023 were measured using significant unobservable inputs (Level 3).
v3.24.3
Share-Based Compensation (Tables)
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Restricted Stock Awards ("RSAs") The following table provides a summary of RSAs for the nine months ended September 30, 2024:
Number of Shares Weighted-Average
Grant Date
Fair Value
Unvested at January 1, 2024982,585$15.40 
Granted616,09216.20 
Vested(537,578)15.81 
Forfeited(51,934)15.48 
Unvested at September 30, 20241,009,165$15.66 
Schedule of Performance Stock Units ("PSUs")
The following table provides a summary of PSUs for the nine months ended September 30, 2024:
Number of Shares Weighted-Average
Grant Date
Fair Value
Unvested at January 1, 20241,527,576$19.72 
Granted591,67217.75 
Vested(337,283)26.99 
Forfeited(22,720)16.04 
Unvested at September 30, 20241,759,245$17.72 
Schedule of Grant Date Fair Values of Awards Using Monte Carlo Simulation Valuation Model
The grant date fair values of the awards that are subject to the achievement of market conditions based on total shareholder return were determined using a Monte Carlo simulation valuation model with the following assumptions:
Expected volatility36.0 %
Dividend yield(1)
— 
Risk-free rate4.5 %
Expected term3 years
_____________________________________
(1)Dividends are assumed to be reinvested in shares of our common stock and dividends will not be paid unless shares vest.
v3.24.3
Earnings Per Share (Tables)
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Earnings Per Share
The following table presents the calculation of basic and diluted earnings per share (“EPS”):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in millions, except per share amounts)
Numerator:
Net income (loss) attributable to stockholders$54 $27 $146 $(90)
Earnings attributable to participating securities(1)— (1)(1)
Net income (loss) attributable to stockholders, net of earnings allocated to participating securities53 27 145 (91)
Denominator:
Weighted average shares outstanding – basic206 212 208 216 
Unvested restricted shares2 — 2 — 
Weighted average shares outstanding – diluted208 212 210 216 
Earnings (loss) per share – Basic(1)
$0.26 $0.13 $0.70 $(0.42)
Earnings (loss) per share – Diluted(1)
$0.26 $0.13 $0.69 $(0.42)
_____________________________________
(1)Per share amounts are calculated based on unrounded numbers and are calculated independently for each period presented.
v3.24.3
Business Segment Information (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Reconciliation of Revenues from Consolidated Hotels to Condensed Combined Consolidated Amounts and Net Loss to Hotel Adjusted EBITDA
The following table presents revenues for our consolidated hotels reconciled to our consolidated amounts and net income to Hotel Adjusted EBITDA:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
(in millions)
Revenues:
Total consolidated hotel revenues$628 $657 $1,910 $1,977 
Other revenues21 22 64 64 
Total revenues$649 $679 $1,974 $2,041 
Net income (loss)$57 $31 $153 $(82)
Other revenues(21)(22)(64)(64)
Depreciation and amortization expense63 65 192 193 
Corporate general and administrative expense17 18 52 50 
Impairment and casualty loss— — 13 204 
Other operating expenses21 19 62 61 
Gain on sales of assets, net— — — (15)
Gain on derecognition of assets(15)— (44)— 
Interest income(6)(9)(16)(29)
Interest expense54 51 161 155 
Interest expense associated with hotels in receivership15 14 44 31 
Equity in earnings from investments in affiliates(28)(2)(29)(9)
Income tax expense (benefit)2 — (9)5 
Other loss (gain), net1 — 4 (4)
Other items8 8 17 21 
Hotel Adjusted EBITDA$168 $173 $536 $517 
Schedule of Total Assets by Consolidated Hotels, Reconciled to Total Assets
The following table presents total assets for our consolidated hotels, reconciled to total assets:
September 30, 2024December 31, 2023
(in millions)
Consolidated hotels$9,163 $9,406 
All other10 13 
Total assets$9,173 $9,419 
v3.24.3
Organization (Detail) - $ / shares
Dec. 31, 2021
May 05, 2019
Park Intermediate Holdings LLC | Parks Hotel & Resorts Inc.    
Business Acquisition [Line Items]    
Ownership interest (as a percent) 100.00%  
Chesapeake Lodging Trust    
Business Acquisition [Line Items]    
Business acquisition, Common Stock par value (USD per share)   $ 0.01
Business acquisition, cash consideration transferred (USD per share)   $ 11.00
Business acquisition, consideration transferred number of shares (USD per share)   0.628
Fractional shares of common stock to be issued in merger agreement (in shares)   0
v3.24.3
Acquisitions and Dispositions (Detail)
$ in Thousands
 1 Months Ended 9 Months Ended
Jul. 31, 2024
USD ($)
Jun. 30, 2023
USD ($)
Sep. 30, 2023
USD ($)
parcel
Sep. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Debt       $ 3,855,000 $ 3,765,000
Hilton La Jolla Torrey Pines          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Gross proceeds on sale of hotel portfolio properties $ 41,000        
Debt 17,000        
Net gain on selling cost of hotel portfolio properties 19,000        
Joint Venture Owners          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Gross proceeds on sale of hotel portfolio properties $ 165,000        
Embassy Suites Phoenix Airport hotel          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Termination fee   $ 4,000      
Land Adjacent To Hilton Hawaiian Village Waikiki Beach Resort          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Area of land including improvements | parcel     2    
Asset acquisition, consideration transferred     $ 18,000    
Hilton Miami Airport          
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]          
Gross proceeds on sale of hotel portfolio properties     118,250    
Net gain on selling cost of hotel portfolio properties     $ 15,000    
v3.24.3
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Abstract]    
Land $ 3,007 $ 2,990
Buildings and leasehold improvements 5,926 5,814
Furniture and equipment 1,028 947
Construction-in-progress 229 341
Property and equipment, gross 10,190 10,092
Accumulated depreciation (2,777) (2,633)
Property and equipment, net $ 7,413 $ 7,459
v3.24.3
Property and Equipment - Additional Information (Detail)
$ in Millions
 1 Months Ended 3 Months Ended 9 Months Ended
Oct. 31, 2023
hotel
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Property, Plant and Equipment [Line Items]            
Depreciation   $ 63 $ 65 $ 191 $ 193  
Debt associated with hotels in receivership   $ 725 $ 725 725 725 $ 725
Number of hotels in receivership | hotel 2          
Hilton Oakland Airport and DoubleTree Hilton Seattle Airport            
Property, Plant and Equipment [Line Items]            
Impairment loss       $ 12    
Parc 55 San Francisco Hotel            
Property, Plant and Equipment [Line Items]            
Impairment loss         $ 202  
v3.24.3
Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates - Additional Information (Detail)
$ in Millions
Sep. 30, 2024
USD ($)
hotel
Dec. 31, 2023
USD ($)
hotel
Variable Interest Entity [Line Items]    
Unconsolidated affiliate debt | $ $ 685 $ 702
Hotel | Unconsolidated Entities    
Variable Interest Entity [Line Items]    
Number of unconsolidated joint ventures 3 3
Variable Interest Entities | Hotel    
Variable Interest Entity [Line Items]    
Number of hotels consolidated 3  
v3.24.3
Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates - Schedule of Assets and Liabilities Included in Consolidated Balance Sheets (Detail) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Variable Interest Entity [Line Items]    
Property and equipment, net $ 7,413 $ 7,459
Cash and cash equivalents 480 717
Restricted cash 38 33
Accounts receivable, net 124 112
Prepaid expenses 57 59
Debt 3,855 3,765
Accounts payable and accrued expenses 240 210
Due to hotel managers 111 131
Other liabilities 187 200
Variable Interest Entities    
Variable Interest Entity [Line Items]    
Property and equipment, net 204 209
Cash and cash equivalents 17 17
Restricted cash 3 2
Accounts receivable, net 5 5
Prepaid expenses 2 3
Debt 200 202
Accounts payable and accrued expenses 11 11
Due to hotel managers 1 2
Other liabilities $ 3 $ 3
v3.24.3
Debt - Schedule of Debt (Detail)
$ in Millions
 1 Months Ended 9 Months Ended
May 31, 2024
USD ($)
Sep. 30, 2024
USD ($)
letterOfCredit
Dec. 31, 2023
USD ($)
May 31, 2021
USD ($)
Sep. 30, 2020
USD ($)
May 31, 2020
USD ($)
Oct. 31, 2016
USD ($)
Debt Instrument [Line Items]              
Finance lease obligations   $ 1 $ 1        
Long term debt and finance lease obligation, gross   3,880 3,786        
Add: unamortized premium   0 1        
Less: unamortized deferred financing costs and discount   (25) (22)        
Total debt   $ 3,855 $ 3,765        
Number of standby letters of credit permitted | letterOfCredit   1          
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]   Total debt Total debt        
Revolver              
Debt Instrument [Line Items]              
Debt, gross   $ 0 $ 0        
Interest rate (as a percent)   1.80%          
Line of credit, maximum borrowing capacity   $ 50          
Available credit capacity   946          
Revolver | Standby Letters of Credit              
Debt Instrument [Line Items]              
Line of credit facility, outstanding amount   $ 4          
Revolver | 2024 Term Loan              
Debt Instrument [Line Items]              
Credit spread adjustment   0.10%          
HHV Mortgage Loan              
Debt Instrument [Line Items]              
Debt, gross   $ 1,275 1,275       $ 1,275
Interest rate (as a percent)   4.20%          
Other mortgage loans              
Debt Instrument [Line Items]              
Debt, gross   $ 379 385        
Debt, weighted average interest rate (as a percent)   4.37%          
Unsecured Debt | 2024 Term Loan              
Debt Instrument [Line Items]              
Debt, gross   $ 200 0        
Interest rate (as a percent)   1.75%          
Credit spread adjustment 0.10%            
Senior Notes | 2025 Senior Notes              
Debt Instrument [Line Items]              
Senior notes   $ 0 650        
Interest rate (as a percent)   7.50%          
Senior Notes | 2028 Senior Notes              
Debt Instrument [Line Items]              
Senior notes   $ 725 725        
Interest rate (as a percent)   5.88%          
Senior Notes | 2029 Senior Notes              
Debt Instrument [Line Items]              
Senior notes   $ 750 750        
Interest rate (as a percent)   4.88%          
Senior Notes | 2030 Senior Notes              
Debt Instrument [Line Items]              
Senior notes   $ 550 $ 0        
Interest rate (as a percent) 7.00% 7.00%          
Finance Lease Obligation              
Debt Instrument [Line Items]              
Interest rate (as a percent)   7.44%          
PK Domestic and PK Finance Co-Issuer Inc | 2025 Senior Notes              
Debt Instrument [Line Items]              
Senior notes           $ 650  
PK Domestic and PK Finance Co-Issuer Inc | 2028 Senior Notes              
Debt Instrument [Line Items]              
Senior notes         $ 725    
PK Domestic and PK Finance Co-Issuer Inc | 2029 Senior Notes              
Debt Instrument [Line Items]              
Senior notes       $ 750      
PK Domestic and PK Finance Co-Issuer Inc | 2030 Senior Notes              
Debt Instrument [Line Items]              
Senior notes $ 550            
v3.24.3
Debt - Additional Information (Detail) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
May 31, 2024
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Jun. 30, 2023
Jun. 01, 2023
Debt Instrument [Line Items]                
Gain on derecognition of assets   $ 15,000,000 $ 0 $ 44,000,000 $ 0      
Contract asset   804,000,000   804,000,000   $ 760,000,000    
2024 Term Loan | Unsecured Debt                
Debt Instrument [Line Items]                
Principal amount $ 200,000,000              
Credit spread adjustment 0.10%              
Debt issuance costs   $ 2,000,000   $ 2,000,000        
Interest rate (as a percent)   1.75%   1.75%        
2030 Senior Notes | Senior Notes                
Debt Instrument [Line Items]                
Principal amount $ 550,000,000              
Debt issuance costs   $ 9,000,000   $ 9,000,000        
Interest rate (as a percent) 7.00% 7.00%   7.00%        
Debt instrument, redemption price, percentage 100.00%              
2030 Senior Notes | Senior Notes | Debt Instrument, Redemption, Period On or Prior to August 1, 2027                
Debt Instrument [Line Items]                
Debt instrument, redemption price, percentage 103.50%              
2030 Senior Notes | Senior Notes | Debt Instrument, Redemption, Period On or Prior to August 1, 2028                
Debt Instrument [Line Items]                
Debt instrument, redemption price, percentage 101.75%              
2030 Senior Notes | Senior Notes | Debt Instrument, Redemption, Period Three                
Debt Instrument [Line Items]                
Debt instrument, redemption price, percentage 100.00%              
2030 Senior Notes | Senior Notes | Debt Instrument, Redemption, Period Prior to August 1, 2026                
Debt Instrument [Line Items]                
Debt instrument, redemption price, percentage 107.00%              
Debt instrument, redemption price, percentage of principal amount redeemed 40.00%              
2030 Senior Notes | Unsecured Debt                
Debt Instrument [Line Items]                
Ratio of indebtedness to net capital   1.50   1.50        
Debt Of Assets In Receivership                
Debt Instrument [Line Items]                
Interest rate (as a percent)             4.11% 7.11%
Late payment administrative fee               3.00%
v3.24.3
Debt - Debt Maturities, Assuming the Exercise of all Extensions that are Exercisable Solely at our Option (Detail)
$ in Millions
Sep. 30, 2024
USD ($)
Debt Disclosure [Abstract]  
2024 $ 2
2025 60
2026 1,563
2027 230
2028 725
Thereafter 1,300
Debt and capital lease obligations, gross $ 3,880
v3.24.3
Fair Value Measurements - Fair Value of Debt and Hierarchy Level Used to Estimate Fair Values (Detail) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Carrying Amount | Level 3 | HHV Mortgage Loan    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan $ 1,275 $ 1,275
Carrying Amount | Level 3 | Other mortgage loans    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 379 385
Carrying Amount | Level 3 | 2024 Term Loan    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 200 0
Carrying Amount | Level 1 | 2025 Senior Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 0 650
Carrying Amount | Level 1 | 2028 Senior Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 725 725
Carrying Amount | Level 1 | 2029 Senior Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 750 750
Carrying Amount | Level 1 | 2030 Senior Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 550 0
Fair Value | Level 3 | HHV Mortgage Loan    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 1,217 1,195
Fair Value | Level 3 | Other mortgage loans    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 367 365
Fair Value | Level 3 | 2024 Term Loan    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 199 0
Fair Value | Level 1 | 2025 Senior Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 0 652
Fair Value | Level 1 | 2028 Senior Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 725 713
Fair Value | Level 1 | 2029 Senior Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan 727 702
Fair Value | Level 1 | 2030 Senior Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Mortgage loan $ 572 $ 0
v3.24.3
Fair Value Measurements - Additional Information (Details) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Debt associated with hotels in receivership $ 725 $ 725 $ 725
Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value of debt in receivership $ 718 $ 718  
v3.24.3
Fair Value Measurements - Estimated Fair Value of Assets Measured on Nonrecurring Basis (Detail)
$ in Millions
 9 Months Ended
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Stabilized Growth Rate (as a percent)    
Impairment Loss    
Property, plant, and equipment, measurement input   0.03
Stabilized Growth Rate (as a percent) | Minimum    
Impairment Loss    
Property, plant, and equipment, measurement input 0.02  
Stabilized Growth Rate (as a percent) | Maximum    
Impairment Loss    
Property, plant, and equipment, measurement input 0.03  
Measurement Input, Expected Term    
Impairment Loss    
Property, plant, and equipment, measurement input 10 10
Discount Rate (as a percent)    
Impairment Loss    
Property, plant, and equipment, measurement input   0.095
Discount Rate (as a percent) | Minimum    
Impairment Loss    
Property, plant, and equipment, measurement input 0.170  
Discount Rate (as a percent) | Maximum    
Impairment Loss    
Property, plant, and equipment, measurement input 0.200  
Measurement Input, Cap Rate    
Impairment Loss    
Property, plant, and equipment, measurement input   0.063
Nonrecurring    
Fair Value    
Property and equipment $ 2 $ 234
Total 2 234
Impairment Loss    
Property and equipment 12 202
Total $ 12 $ 202
v3.24.3
Income Taxes (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Taxes [Line Items]        
Income tax (expense) benefit $ (2) $ 0 $ 9 $ (5)
Reversal of tax expense     14  
U.S. Federal Tax        
Income Taxes [Line Items]        
Income tax (expense) benefit $ 0 $ 0 $ 0 $ 0
v3.24.3
Share-Based Compensation - Additional Information (Detail)
$ / shares in Units, $ in Millions
 1 Months Ended 3 Months Ended 9 Months Ended
Nov. 30, 2020
d
$ / shares
Sep. 30, 2024
USD ($)
shares
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
target
shares
Sep. 30, 2023
USD ($)
Dec. 31, 2023
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Common stock, authorized (in shares)   6,000,000,000   6,000,000,000   6,000,000,000
Share-based compensation expense | $   $ 5 $ 5 $ 14 $ 14  
Unrecognized compensation expense | $   $ 24   $ 24    
Period for unrecognized compensation expense to be recognized (in years)       1 year 6 months    
Total fair value of shares vested | $       $ 14 $ 7  
Employee Stock Option            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Common stock reserved for future issuance (in shares)   6,430,660   6,430,660    
Employee Stock Option | Maximum            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Common stock, authorized (in shares)   14,070,000   14,070,000    
Non Employee Stock Option            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Common stock reserved for future issuance (in shares)   154,166   154,166    
Non Employee Stock Option | Maximum            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Common stock, authorized (in shares)   950,000   950,000    
Restricted stock awards (RSAs) | Minimum            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting period (in years)       1 year    
Restricted stock awards (RSAs) | Maximum            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting period (in years)       3 years    
Performance Stock Units ("PSUs")            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting period (in years)       3 years    
Market capitalization | $   $ 1,000   $ 1,000    
Performance Stock Units ("PSUs") | Eight Share Price Targets            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting rate (as a percent)       75.00%    
Share price target achieved | target       6    
Total share price targets | target       8    
Performance Stock Units ("PSUs") | Special Awards | Eight Share Price Targets            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting rate (as a percent) 12.50%          
Consecutive trading day period (in days) | d 20          
PSUs remaining performance period forfeited (in years) 4 years          
Performance Stock Units ("PSUs") | Minimum            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting rate (as a percent)       0.00%    
Performance Stock Units ("PSUs") | Minimum | Special Awards            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Average closing sales price per share (USD per share) | $ / shares $ 11.00          
Performance Stock Units ("PSUs") | Maximum | Special Awards            
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]            
Vesting rate (as a percent)       200.00%    
Average closing sales price per share (USD per share) | $ / shares $ 25.00          
v3.24.3
Share-Based Compensation - Schedule of Restricted Stock Awards ("RSAs") (Detail) - Restricted stock awards (RSAs)
 9 Months Ended
Sep. 30, 2024
$ / shares
shares
Number of Shares  
Beginning balance (in shares) | shares 982,585
Granted (in shares) | shares 616,092
Vested (in shares) | shares (537,578)
Forfeited (in shares) | shares (51,934)
Ending balance (in shares) | shares 1,009,165
Weighted-Average Grant Date Fair Value  
Beginning balance (USD per share) | $ / shares $ 15.40
Granted (USD per share) | $ / shares 16.20
Vested (USD per share) | $ / shares 15.81
Forfeited (USD per share) | $ / shares 15.48
Ending balance (USD per share) | $ / shares $ 15.66
v3.24.3
Share-Based Compensation - Schedule of Performance Stock Units ("PSUs") (Detail) - Performance Stock Units ("PSUs")
 9 Months Ended
Sep. 30, 2024
$ / shares
shares
Number of Shares  
Beginning balance (in shares) | shares 1,527,576
Granted (in shares) | shares 591,672
Vested (in shares) | shares (337,283)
Forfeited (in shares) | shares (22,720)
Ending balance (in shares) | shares 1,759,245
Weighted-Average Grant Date Fair Value  
Beginning balance (USD per share) | $ / shares $ 19.72
Granted (USD per share) | $ / shares 17.75
Vested (USD per share) | $ / shares 26.99
Forfeited (USD per share) | $ / shares 16.04
Ending balance (USD per share) | $ / shares $ 17.72
v3.24.3
Share-Based Compensation - Schedule of Grant Date Fair Values of Awards Using Monte Carlo Simulation Valuation Model (Detail)
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Expected volatility (as a percent) 36.00%
Dividend yield (as a percent) 0.00%
Risk-free rate (as a percent) 4.50%
Expected term (in years) 3 years
v3.24.3
Earnings Per Share (Detail) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Numerator:        
Net income (loss) attributable to stockholders $ 54 $ 27 $ 146 $ (90)
Earnings attributable to participating securities (1) 0 (1) (1)
Net income (loss) attributable to stockholders, net of earnings allocated to participating securities $ 53 $ 27 $ 145 $ (91)
Denominator:        
Weighted average shares outstanding - Basic (in shares) 206 212 208 216
Unvested restricted shares (in shares) 2 0 2 0
Weighted average shares outstanding – Diluted (in shares) 208 212 210 216
Earnings (loss) per share – Basic (USD per share) $ 0.26 $ 0.13 $ 0.70 $ (0.42)
Earnings (loss) per share – Diluted (USD per share) $ 0.26 $ 0.13 $ 0.69 $ (0.42)
v3.24.3
Business Segment Information - Additional Information (Detail)
 9 Months Ended
Sep. 30, 2024
segment
Segment Reporting [Abstract]  
Number of operating segments 2
Number of reportable segments 1
v3.24.3
Business Segment Information - Reconciliation of Revenues from Consolidated Hotels to Condensed Combined Consolidated Amounts and Net Loss to Hotel Adjusted EBITDA (Detail) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated Amounts [Line Items]                
Total revenues $ 649     $ 679     $ 1,974 $ 2,041
Net income (loss) 57 $ 67 $ 29 31 $ (146) $ 33 153 (82)
Depreciation and amortization expense 63     65     192 193
Corporate general and administrative expense 17     18     52 50
Impairment and casualty loss 0     0     13 204
Other operating expenses 21     19     62 61
Gain on sales of assets, net 0     0     0 (15)
Gain on derecognition of assets (15)     0     (44) 0
Interest income (6)     (9)     (16) (29)
Interest expense 54     51     161 155
Interest expense associated with hotels in receivership 15     14     44 31
Equity in earnings from investments in affiliates (28)     (2)     (29) (9)
Income tax expense (benefit) 2     0     (9) 5
Other loss (gain), net 1     0     4 (4)
Other items 8     8     17 21
Hotel Adjusted EBITDA 168     173     536 517
Other                
Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated Amounts [Line Items]                
Total revenues 21     22     64 64
Consolidated Hotels Segment                
Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated Amounts [Line Items]                
Total revenues 628     657     1,910 1,977
Other                
Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated Amounts [Line Items]                
Total revenues $ 21     $ 22     $ 64 $ 64
v3.24.3
Business Segment Information - Schedule of Total Assets by Consolidated Hotels, Reconciled to Total Assets (Detail) - USD ($)
$ in Millions
Sep. 30, 2024
Dec. 31, 2023
Segment Reporting Asset Reconciling Item [Line Items]    
Total assets $ 9,173 $ 9,419
Operating Segments    
Segment Reporting Asset Reconciling Item [Line Items]    
Total assets 9,173 9,419
Consolidated hotels | Operating Segments    
Segment Reporting Asset Reconciling Item [Line Items]    
Total assets 9,163 9,406
All other | Operating Segments    
Segment Reporting Asset Reconciling Item [Line Items]    
Total assets $ 10 $ 13
v3.24.3
Commitments and Contingencies (Detail)
$ in Millions
Sep. 30, 2024
USD ($)
Other Commitments [Line Items]  
Purchase commitment, remaining minimum amount committed $ 113
Reserve for ongoing claims 8
Hilton Hawaiian Village Waikiki Beach Resort  
Other Commitments [Line Items]  
Purchase commitment, remaining minimum amount committed 34
Hilton Waikoloa Village  
Other Commitments [Line Items]  
Purchase commitment, remaining minimum amount committed 19
Hilton New Orleans Riverside  
Other Commitments [Line Items]  
Purchase commitment, remaining minimum amount committed $ 6
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