10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

o 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)

___________________________________

Delaware	36-2058176
(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 class	Trading Symbol	Name of exchange on which registered
Common Stock, $0.01 par value per share	PK	New 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 x No o

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 x No o

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	x	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
Emerging growth company	o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of common stock outstanding on April 26, 2024 was 210,597,557.

Table of Contents

PART I. FINANCIAL INFORMATION		Page
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	5
	Condensed Consolidated Statements of Equity for the Three Months Ended March 31, 2024 and 2023	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	25
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
	Signatures	29

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)

	March 31, 2024		December 31, 2023
	(unaudited)
ASSETS
Property and equipment, net	$	7,441	$	7,459
Contract asset	774		760
Intangibles, net	42		42
Cash and cash equivalents	378		717
Restricted cash	32		33
Accounts receivable, net of allowance for doubtful accounts of $3 and $3	125		112
Prepaid expenses	62		59
Other assets	40		40
Operating lease right-of-use assets	191		197
TOTAL ASSETS (variable interest entities – $231 and $236)	$	9,085	$	9,419
LIABILITIES AND EQUITY
Liabilities
Debt	$	3,764	$	3,765
Debt associated with hotels in receivership	725		725
Accrued interest associated with hotels in receivership	49		35
Accounts payable and accrued expenses	223		210
Dividends payable	57		362
Due to hotel managers	101		131
Other liabilities	206		200
Operating lease liabilities	218		223
Total liabilities (variable interest entities – $217 and $218)	5,343		5,651
Commitments and contingencies – refer to Note 11
Stockholders' Equity
Common stock, par value $0.01 per share, 6,000,000,000 shares authorized, 211,377,190 shares issued and 210,525,968 shares outstanding as of March 31, 2024 and 210,676,264 shares issued and 209,987,581 shares outstanding as of December 31, 2023	2		2
Additional paid-in capital	4,154		4,156
Accumulated deficit	(367)		(344)
Total stockholders' equity	3,789		3,814
Noncontrolling interests	(47)		(46)
Total equity	3,742		3,768
TOTAL LIABILITIES AND EQUITY	$	9,085	$	9,419

Refer to the notes to the unaudited condensed consolidated financial statements.

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PARK HOTELS & RESORTS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in millions, except per share data)

	Three Months Ended March 31,
	2024		2023
Revenues
Rooms	$	374	$	382
Food and beverage	182		181
Ancillary hotel	62		65
Other	21		20
Total revenues	639		648
Operating expenses
Rooms	102		107
Food and beverage	123		127
Other departmental and support	145		158
Other property	52		60
Management fees	30		30
Impairment and casualty loss	6		1
Depreciation and amortization	65		64
Corporate general and administrative	17		16
Other	21		20
Total expenses	561		583
Gain on sale of assets, net	—		15
Gain on derecognition of assets	14		—
Operating income	92		80
Interest income	5		10
Interest expense	(53)		(52)
Interest expense associated with hotels in receivership	(14)		(8)
Equity in earnings from investments in affiliates	—		4
Other gain, net	—		1
Income before income taxes	30		35
Income tax expense	(1)		(2)
Net income	29		33
Net income attributable to noncontrolling interests	(1)		—
Net income attributable to stockholders	$	28	$	33
Earnings per share:
Earnings per share – Basic	$	0.13	$	0.15
Earnings per share – Diluted	$	0.13	$	0.15
Weighted average shares outstanding – Basic	209		220
Weighted average shares outstanding – Diluted	211		221

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)

	Three Months Ended March 31,
	2024		2023
Operating Activities:
Net income	$	29	$	33
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	65		64
Gain on sales of assets, net	—		(15)
Gain on derecognition of assets	(14)		—
Impairment and casualty loss	5		1
Equity in earnings from investments in affiliates	—		(4)
Share-based compensation expense	4		4
Amortization of deferred financing costs	—		2
Distributions from unconsolidated affiliates	—		6
Changes in operating assets and liabilities	3		13
Net cash provided by operating activities	92		104
Investing Activities:
Capital expenditures for property and equipment	(70)		(54)
Acquisitions, net	—		(11)
Proceeds from asset dispositions, net	—		116
Contributions to unconsolidated affiliates	—		(2)
Net cash (used in) provided by investing activities	(70)		49
Financing Activities:
Repayments of credit facilities	—		(50)
Repayments of mortgage debt	(1)		(2)
Debt issuance costs	—		(1)
Dividends paid	(355)		(56)
Distributions to noncontrolling interests, net	(2)		(1)
Tax withholdings on share-based compensation	(4)		(2)
Repurchase of common stock	—		(105)
Net cash used in financing activities	(362)		(217)
Net decrease in cash and cash equivalents and restricted cash	(340)		(64)
Cash and cash equivalents and restricted cash, beginning of period	750		939
Cash and cash equivalents and restricted cash, end of period	$	410	$	875
Supplemental Disclosures
Non-cash financing activities:
Dividends declared but unpaid	$	52	$	32

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 Stock			Additional Paid-in Capital		Accumulated Deficit		Non- controlling Interests		Total
	Shares	Amount
Balance as of December 31, 2023	210	$	2	$	4,156	$	(344)	$	(46)	$	3,768
Share-based compensation, net	1	—		(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, 2024	211	$	2	$	4,154	$	(367)	$	(47)	$	3,742

	Common Stock			Additional Paid-in Capital		Retained Earnings		Non- controlling Interests		Total
	Shares	Amount
Balance as of December 31, 2022	224	$	2	$	4,321	$	16	$	(48)	$	4,291
Share-based compensation, net	1	—		—		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, 2023	216	$	2	$	4,216	$	19	$	(49)	$	4,188

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(1)Dividends declared per common share were $0.25 and $0.15 for the three months ended March 31, 2024 and 2023, respectively.

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 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 months ended March 31, 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

In March 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 February 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.

Note 4: Property and Equipment

Property and equipment were:

	March 31, 2024		December 31, 2023
	(in millions)
Land	$	2,995	$	2,990
Buildings and leasehold improvements	5,872		5,814
Furniture and equipment	995		947
Construction-in-progress	264		341
	10,126		10,092
Accumulated depreciation	(2,685)		(2,633)
	$	7,441	$	7,459

Depreciation of property and equipment was $65 million and $64 million during the three months ended March 31, 2024 and 2023, respectively.

During the three months ended March 31, 2024, we recognized an impairment loss of approximately $5 million related to one of our hotels subject to a ground lease and our inability to recover the carrying value of the asset over the remaining lease term. Refer to 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

8

are only available to settle the obligations of these entities. Our condensed consolidated balance sheets include the following assets and liabilities of these entities:

	March 31, 2024		December 31, 2023
	(in millions)
Property and equipment, net	$	207	$	209
Cash and cash equivalents	15		17
Restricted cash	3		2
Accounts receivable, net	4		5
Prepaid expenses	2		3
Debt	202		202
Accounts payable and accrued expenses	10		11
Due to hotel manager	1		2
Other liabilities	4		3

Unconsolidated Entities

Four 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 $702 million as of both March 31, 2024 and December 31, 2023. Substantially all the debt is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us.

Note 6: Debt

Debt balances and associated interest rates as of March 31, 2024 were:

			Principal balance as of
	Interest Rate at March 31, 2024	Maturity Date	March 31, 2024		December 31, 2023
			(in millions)
HHV Mortgage Loan(1)	4.20%	November 2026	$	1,275	$	1,275
Other mortgage loans	Average rate of 4.37%	2024 to 2027(2)	384		385
Revolver(3)	SOFR + 2.00%(4)	December 2026	—		—
2025 Senior Notes(5)	7.50%	June 2025	650		650
2028 Senior Notes(5)	5.88%	October 2028	725		725
2029 Senior Notes(5)	4.88%	May 2029	750		750
Finance lease obligations	7.66%	2024 to 2028	1		1
			3,785		3,786
Add: unamortized premium			1		1
Less: unamortized deferred financing costs and discount			(22)		(22)
			$	3,764	$	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 March 31, 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 March 31, 2024, we had approximately $4 million outstanding on a standby letter of credit and $946 million of available capacity under our Revolver.

(4)SOFR includes a credit spread adjustment of 0.1%.

9

(5)In May and September 2020, our Operating Company, PK Domestic and PK Finance Co-Issuer Inc. ("PK Finance") issued an aggregate of $650 million of senior notes due 2025 (“2025 Senior Notes”) and an aggregate of $725 million of senior notes due 2028 (“2028 Senior Notes”), respectively. Additionally, in May 2021, our Operating Company, PK Domestic and PK Finance issued an aggregate of $750 million of senior notes due 2029 (“2029 Senior Notes”).

Debt Maturities

The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of March 31, 2024 were:

Year	(in millions)
2024(1)	$	60
2025	657
2026	1,563
2027	30
2028	725
Thereafter(2)	750
	$	3,785

_____________________________________

(1)Excludes 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").

(2)Assumes the exercise of all extensions that are exercisable solely at our option.

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 November 1, 2024, has the ability to sell the hotels. The court order contemplates that the receivership will end with a non-judicial foreclosure by December 2, 2024, 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 months ended March 31, 2024, we recognized a gain of $14 million, 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 March 31, 2024 and December 31, 2023, the contract asset on our condensed consolidated balance sheets was $774 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.

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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:

		March 31, 2024				December 31, 2023
	Hierarchy Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
		(in millions)
Liabilities:
HHV Mortgage Loan	3	$	1,275	$	1,192	$	1,275	$	1,195
Other mortgage loans	3	384		361		385		365
2025 Senior Notes	1	650		652		650		652
2028 Senior Notes	1	725		712		725		713
2029 Senior Notes	1	750		699		750		702

The fair value of the SF Mortgage Loan, which has a carrying value of $725 million as of both March 31, 2024 and December 31, 2023 and categorized as Level 3 of the fair value hierarchy, was $718 million as of both March 31, 2024 and December 31, 2023. Refer to Note 6: "Debt" for additional information.

During the three months ended March 31, 2024, we recognized an impairment loss related to one of our hotels due to our inability to recover the carrying value of the asset. The estimated fair value of the asset that was measured on a nonrecurring basis was:

	March 31, 2024
	Fair Value		Impairment Loss
	(in millions)
Property and equipment(1)	$	—	$	5
Total	$	—	$	5

____________________________________________________________________________________

(1)Fair value as of March 31, 2024 was determined to be zero as the hotel is subject to a ground lease and is not expected to produce positive cash flows over the remaining lease term.

Note 8: 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 March 31, 2024, 6,423,353 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 March 31, 2024, 244,343 shares of common stock remain available for future issuance. For both the three months ended March 31, 2024 and 2023, we recognized $4 million of share-based compensation expense. As of March 31, 2024, unrecognized compensation expense was $33 million, which is expected to be recognized over a weighted-average period of 1.9 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) for the three months ended March 31, 2024 and 2023 was $12 million and $6 million, respectively.

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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 three months ended March 31, 2024:

	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2024	982,585	$	15.40
Granted	517,222	16.26
Vested	(420,499)	16.73
Forfeited	(20,375)	15.63
Unvested at March 31, 2024	1,058,933	$	15.28

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 March 31, 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 three months ended March 31, 2024:

	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2024	1,527,576	$	19.72
Granted	590,483	17.75
Vested	(337,283)	26.99
Forfeited	(5,531)	19.63
Unvested at March 31, 2024	1,775,245	$	17.69

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 volatility	36.0	%
Dividend yield(1)	—
Risk-free rate	4.5	%
Expected term	3 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 9: Earnings Per Share

The following table presents the calculation of basic and diluted earnings per share (“EPS”):

	Three Months Ended March 31,
	2024		2023
	(in millions, except per share amounts)
Numerator:
Net income attributable to stockholders, net of earnings allocated to participating securities	$	28	$	33
Denominator:
Weighted average shares outstanding – basic	209		220
Unvested restricted shares	2		1
Weighted average shares outstanding – diluted	211		221
Earnings per share – Basic(1)	$	0.13	$	0.15
Earnings per share – Diluted(1)	$	0.13	$	0.15

_____________________________________

(1)Per share amounts are calculated based on unrounded numbers.

Certain of our outstanding equity awards were excluded from the above calculation of EPS for the three months ended March 31, 2024 and 2023 because their effect would have been anti-dilutive.

Note 10: Business Segment Information

As of March 31, 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 March 31,
	2024		2023
	(in millions)
Revenues:
Total consolidated hotel revenues	$	618	$	628
Other revenues	21		20
Total revenues	$	639	$	648
Net income	$	29	$	33
Other revenues	(21)		(20)
Depreciation and amortization expense	65		64
Corporate general and administrative expense	17		16
Impairment and casualty loss	6		1
Other operating expenses	21		20
Gain on sales of assets, net	—		(15)
Gain on derecognition of assets	(14)		—
Interest income	(5)		(10)
Interest expense	53		52
Interest expense associated with hotels in receivership	14		8
Equity in earnings from investments in affiliates	—		(4)
Income tax expense	1		2
Other gain, net	—		(1)
Other items	3		6
Hotel Adjusted EBITDA	$	169	$	152

The following table presents total assets for our consolidated hotels, reconciled to total assets:

	March 31, 2024		December 31, 2023
	(in millions)
Consolidated hotels	$	9,073	$	9,406
All other	12		13
Total assets	$	9,085	$	9,419

Note 11: Commitments and Contingencies

As of March 31, 2024, we had outstanding commitments under third-party contracts of approximately $91 million for capital expenditures at our properties. 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 March 31, 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 43 hotels, consisting of premium-branded hotels and resorts with over 26,000 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 10: "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 supply chain disruptions, elevated interest rates and elevated rates of inflation may adversely affect our business. Inflationary concerns can affect both consumer sentiment and demand for travel, as well as increase labor or other costs to maintain or operate hotels that cannot be reduced without adversely affecting business growth or hotel value. However, we have relied on the performance of our hotels and active asset management to mitigate the effects of inflation, which is expected to continue to stabilize, and current macroeconomic uncertainty. During the first 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.

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.

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 March 31, 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.

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EBITDA, Adjusted EBITDA and Hotel Adjusted EBITDA

EBITDA, presented herein, reflects net income 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 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 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;

•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:

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•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 to Hotel Adjusted EBITDA:

	Three Months Ended March 31,
	2024		2023
	(in millions)
Net income	$	29	$	33
Depreciation and amortization expense	65		64
Interest income	(5)		(10)
Interest expense	53		52
Interest expense associated with hotels in receivership(1)	14		8
Income tax expense	1		2
Interest expense, income tax and depreciation and amortization included in equity in earnings from investments in affiliates	3		3
EBITDA	160		152
Gain on sales of assets, net	—		(15)
Gain on derecognition of assets(1)	(14)		—
Share-based compensation expense	4		4
Impairment and casualty loss	6		1
Other items	6		4
Adjusted EBITDA	162		146
Less: Adjusted EBITDA from investments in affiliates	(8)		(7)
Add: All other(2)	15		13
Hotel Adjusted EBITDA	$	169	$	152

_____________________________________

(1)For the three months ended March 31, 2024, represents accrued interest expense associated with the default of the SF Mortgage Loan, which was offset by a gain on derecognition for the 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.

(2)Includes other revenues and other expenses, non-income taxes on TRS leases 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 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

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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.

The following table provides a reconciliation of Net income attributable to stockholders to Nareit FFO attributable to stockholders and Adjusted FFO attributable to stockholders:

	Three Months Ended March 31,
	2024		2023
	(in millions, except per share amounts)
Net income attributable to stockholders	$	28	$	33
Depreciation and amortization expense	65		64
Depreciation and amortization expense attributable to noncontrolling interests	(1)		(1)
Gain on sales of assets, net	—		(15)
Gain on derecognition of assets(1)	(14)		—
Impairment loss	5		—
Equity investment adjustments:
Equity in earnings from investments in affiliates	—		(4)
Pro rata FFO of investments in affiliates	1		5
Nareit FFO attributable to stockholders	84		82
Casualty loss	1		1
Share-based compensation expense	4		4
Interest expense associated with hotels in receivership(1)	14		—
Other items	8		5
Adjusted FFO attributable to stockholders	$	111	$	92
Nareit FFO per share – Diluted(2)	$	0.40	$	0.37
Adjusted FFO per share – Diluted(2)	$	0.52	$	0.42

_____________________________________

(1)For the three months ended March 31, 2024, represents accrued interest expense associated with the default of the SF Mortgage Loan, which was offset by a gain on derecognition for the 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.

(2)Per share amounts are calculated based on unrounded numbers.

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Results of Operations

Property dispositions have 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. Our non-comparable hotels consists of one hotel sold and one hotel returned to the lessor upon early termination of the ground lease during 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 months ended March 31, 2024, as a result of the hotels being placed into receivership in October 2023. Changes in our operating revenues and expenses from these non-comparable hotels are shown below.

Hotel Revenues and Operating Expenses

	Three Months Ended March 31,								Change from Non-Comparable Hotels
	2024		2023		Change		Change from Comparable Hotels(1)		Change from the Hilton San Francisco Hotels		Change from Other Non-Comparable Hotels
	(in millions)
Rooms revenue	$	374	$	382	$	(8)	$	31	$	(34)	$	(5)
Food and beverage revenue	182		181		1		13		(11)		(1)
Ancillary hotel revenue	62		65		(3)		—		(3)		—
Rooms expense	102		107		(5)		9		(13)		(1)
Food and beverage expense	123		127		(4)		7		(10)		(1)
Other departmental and support expense	145		158		(13)		2		(13)		(2)
Other property expense	52		60		(8)		(3)		(5)		—
Management fees expense	30		30		—		2		(2)		—

_____________________________________

(1)Change from our comparable hotels primarily relates to the market-specific conditions discussed below.

Group, transient, contract and other rooms revenue for the three months ended March 31, 2024, as well as the change for each segment compared to the same period in 2023 are as follows:

	Three Months Ended March 31,								Change from Non-Comparable Hotels
	2024		2023		Change		Change from Comparable Hotels(1)		Change from the Hilton San Francisco Hotels		Change from Other Non-Comparable Hotels
	(in millions)
Group rooms revenue	$	123	$	125	$	(2)	$	16	$	(17)	$	(1)
Transient rooms revenue	223		229		(6)		9		(11)		(4)
Contract rooms revenue	21		20		1		6		(4)		(1)
Other rooms revenue	7		8		(1)		—		(2)		1
Rooms revenue	$	374	$	382	$	(8)	$	31	$	(34)	$	(5)

_____________________________________

(1)Change from our comparable hotels 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 months ended March 31, 2024, as compared to the same period in 2023, were primarily attributable to our hotels in Orlando, New York, Key West, Hawaii and New Orleans markets. The Signia by Hilton Orlando Bonnet Creek benefited from an increase in group demand resulting in increases in occupancy and ADR of 5.4 percentage points and 8.3%, respectively, for the three

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months ended March 31, 2024 compared to the same period in 2023. The New York Hilton Midtown benefited from increases in both group and transient demand resulting in increases in occupancy and ADR of 5.7 percentage points and 2.8%, respectively, for the three months ended March 31, 2024 compared to the same period in 2023. Combined occupancy and ADR at our Key West hotels increased 5.0 percentage points and 16.7%, respectively, for the three months ended March 31, 2024 compared to the same period in 2023 due to increases in group and transient demand primarily at the Casa Marina Key West, Curio Collection, which experienced increases in both occupancy and ADR of 6.1 percentage points and 24.4%, respectively, following a comprehensive renovation of the hotel that started in May 2023. Combined occupancy and ADR at our two Hawaii hotels increased 2.1 percentage points and 4.3%, respectively, for the three months ended March 31, 2024 compared to same period in 2023, driven by increases in group and transient demand primarily at the Hilton Hawaiian Village Waikiki Beach Resort, which experienced increases in both occupancy and ADR of 2.5 percentage points and 4.7%, respectively. Additionally, our Hawaii hotels benefited from a state unemployment tax refund of approximately $4 million received during the three months ended March 31, 2024. The Hilton New Orleans Riverside benefited from an increase in group demand resulting in an increase of occupancy of 9.4 percentage points compared to the same period in 2023.

Other revenue and Other operating expense

During the three months ended March 31, 2024, other revenue increased by $1 million and other operating expense increased by $1 million due to an increase in business and related costs that are allocated to the Hilton Grand Vacations pursuant to service arrangements with certain of our hotels.

Corporate general and administrative

	Three Months Ended March 31,
	2024		2023		Percent Change
	(in millions)
General and administrative expenses	$	13	$	11	18.2	%
Share-based compensation expense	4		4		—
Other items	—		1		(100.0)
Total corporate general and administrative	$	17	$	16	6.3	%

Impairment and casualty loss

During the three months ended March 31, 2024, we recognized an impairment loss of approximately $5 million related to one of our hotels and our inability to recover the carrying value of the asset. 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 three months ended March 31, 2023, we recognized a net gain of $15 million from the sale of one consolidated hotel.

Gain on derecognition of assets

During the three months ended March 31, 2024, we recognized a gain of $14 million 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.

Non-operating Income and Expenses

Interest income

Interest income decreased $5 million during the three months ended March 31, 2024 compared to the same period in 2023 primarily as a result of a decrease in average cash balances.

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Interest expense

Interest expense associated with our debt for the three months ended March 31, 2024 and 2023 were as follows:

	Three Months Ended March 31,
	2024		2023		Percent Change
	(in millions)
HHV Mortgage Loan(1)	$	13	$	13	—	%
Other mortgage loans	5		5		—
Revolver	1		1		—
2025 Senior Notes(2)	12		12		—
2028 Senior Notes(2)	11		11		—
2029 Senior Notes(2)	9		9		—
Other	2		1		100.0
Total interest expense	$	53	$	52	1.9	%

_____________________________________

(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 and September 2020, Park Intermediate Holdings LLC (our “Operating Company”), PK Domestic Property LLC, an indirect subsidiary of the Company (“PK Domestic”), and PK Finance Co-Issuer Inc. (“PK Finance”) issued an aggregate of $650 million of senior notes due 2025 (“2025 Senior Notes”) and an aggregate of $725 million of senior notes due 2028 (“2028 Senior Notes”), respectively. Additionally, in May 2021, our Operating Company, PK Domestic and PK Finance issued an aggregate of $750 million of senior notes due 2029 ("2029 Senior Notes", collectively with the 2025 Senior Notes and 2028 Senior Notes, the "Senior Notes").

Interest expense associated with hotels in receivership

Interest expense on the SF Mortgage Loan increased $6 million 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.

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 March 31, 2024, we had total cash and cash equivalents of $378 million and $32 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 first quarter of 2024, we continued to experience improvements in overall demand across our portfolio and expect the improvement to continue through 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 $378 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, we have no significant maturities until June 2025. 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.

22

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 February 2024, we declared a first quarter dividend of $0.25 per share that was paid on April 15, 2024 to stockholders of record as of March 29, 2024. In addition, we declared a second quarter dividend of $0.25 per share in April 2024 to be paid on July 15, 2024 to stockholders of record as of June 28, 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 $91 million for capital expenditures at our properties. 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. As of March 31, 2024, $150 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:

	Three Months Ended March 31,
	2024		2023		Percent Change
	(in millions)
Net cash provided by operating activities	$	92	$	104	(11.5)	%
Net cash (used in) provided by investing activities	(70)		49		242.9
Net cash used in financing activities	(362)		(217)		66.8

Operating Activities

Cash flow used in operating activities are primarily generated from the operating income generated at our hotels. The $12 million decrease in net cash provided by operating activities for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily due to a decrease in interest received of $4 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.

23

Investing Activities

The $70 million in net cash used in investing activities for the three months ended March 31, 2024 was attributable to $70 million in capital expenditures.

The $49 million in net cash provided by investing activities for the three months ended March 31, 2023 was primarily attributable to $116 million of net proceeds from the sale of one of our hotels partially offset by $65 million in capital expenditures and land acquisitions.

Financing Activities

The $362 million in net cash used in financing activities for the three months ended March 31, 2024 was primarily attributable to $355 million of dividends paid.

The $217 million in net cash used in financing activities for the three months ended March 31, 2023 was primarily attributable to the repurchase of approximately 8.8 million shares of our common stock for approximately $105 million, $56 million of dividends paid and $52 million of debt repayments.

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 Date	Payment Date	Dividend per Share
March 29, 2024	April 15, 2024	$	0.25
June 28, 2024	July 15, 2024	$	0.25

Debt

As of March 31, 2024, our total indebtedness was approximately $3.8 billion, including approximately $2.1 billion of our Senior Notes, and excluding both the $725 million SF Mortgage Loan on which we ceased making debt service payments in June 2023 and approximately $164 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.

24

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 March 31, 2024, our disclosure controls and procedures were 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.

25

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.

2(c): Purchases of Equity Securities

During the three months ended March 31, 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	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, 2024	162,539	$	15.39	—	$	150
March 1, 2024 through March 31, 2024	—	$	—	—	$	150
Total	162,539			—

_____________________________________

(1)The number of shares purchased represents 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.

(3)On February 17, 2023, our Board of Directors authorized and approved a $300 million stock repurchase program, which expires on February 21, 2025.

26

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 May 1, 2024, the total arrearage related to the SF Mortgage Loan, including interest and fees was $54 million, of which $24 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 November 1, 2024, has the ability to sell the hotels. The lawsuit contemplates the receivership will end with a non-judicial foreclosure by December 2, 2024, if the hotels are not sold within the predetermined sale period.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

27

Item 6. Exhibits

Exhibit Number	Description
2.1	Distribution Agreement by and among Hilton Worldwide Holdings Inc., Park Hotels & Resorts Inc., Hilton Grand Vacations Inc. and Hilton Domestic Operating Company Inc., dated as of January 2, 2017 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on January 4, 2017).
2.2	Agreement and Plan of Merger by and among Park Hotels & Resorts Inc., PK Domestic Property LLC, PK Domestic Sub LLC, and Chesapeake Lodging Trust, dated as of May 5, 2019 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on May 6, 2019).
3.1	Amended and Restated Certificate of Incorporation of Park Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on April 30, 2019).
3.2	Amended and Restated By-laws of Park Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K/A, filed on July 31, 2023).
3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Park Hotels & Resorts Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on April 19, 2024).
31.1*	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
32.2*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, furnished herewith.
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

28

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: May 1, 2024	By:	/s/ Thomas J. Baltimore Jr.
		Thomas J. Baltimore, Jr.
		Chairman of the Board,
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: May 1, 2024	By:	/s/ Sean M. Dell’Orto
		Sean M. Dell’Orto
		Executive Vice President,
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)
Date: May 1, 2024	By:	/s/ Darren W. Robb
		Darren W. Robb
		Senior Vice President and
		Chief Accounting Officer
		(Principal Accounting Officer)

29

EX-31.1

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: May 1, 2024	By:	/s/ Thomas J. Baltimore, Jr.
		Thomas J. Baltimore, Jr.
		Chairman of the Board, President and
		Chief Executive Officer

EX-31.2

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: May 1, 2024	By:	/s/ Sean M. Dell’Orto
		Sean M. Dell’Orto
		Executive Vice President,
		Chief Financial Officer and Treasurer

EX-32.1

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 March 31, 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: May 1, 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.

EX-32.2

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 March 31, 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: May 1, 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.

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2024	Apr. 26, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 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		210,597,557
Entity Central Index Key	0001617406
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
ASSETS
Property and equipment, net	$ 7,441	$ 7,459
Contract asset	774	760
Intangibles, net	42	42
Cash and cash equivalents	378	717
Restricted cash	32	33
Accounts receivable, net of allowance for doubtful accounts of $3 and $3	125	112
Prepaid expenses	62	59
Other assets	40	40
Operating lease right-of-use assets	191	197
TOTAL ASSETS (variable interest entities – $231 and $236)	9,085	9,419
Liabilities
Debt	3,764	3,765
Debt associated with hotels in receivership	725	725
Accrued interest associated with hotels in receivership	49	35
Accounts payable and accrued expenses	223	210
Dividends payable	57	362
Due to hotel managers	101	131
Other liabilities	206	200
Operating lease liabilities	218	223
Total liabilities (variable interest entities – $217 and $218)	5,343	5,651
Commitments and contingencies – refer to Note 11
Stockholders' Equity
Common stock, par value $0.01 per share, 6,000,000,000 shares authorized, 211,377,190 shares issued and 210,525,968 shares outstanding as of March 31, 2024 and 210,676,264 shares issued and 209,987,581 shares outstanding as of December 31, 2023	2	2
Additional paid-in capital	4,154	4,156
Accumulated deficit	(367)	(344)
Total stockholders' equity	3,789	3,814
Noncontrolling interests	(47)	(46)
Total equity	3,742	3,768
TOTAL LIABILITIES AND EQUITY	$ 9,085	$ 9,419

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Allowance for doubtful accounts	$ 3	$ 3
Total assets	9,085	9,419
Total liabilities	$ 5,343	$ 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)	211,377,190	210,676,264
Common stock, outstanding (in shares)	210,525,968	209,987,581
Variable Interest Entities
Total assets	$ 231	$ 236
Total liabilities	$ 217	$ 218

XML

Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues
Total revenues	$ 639	$ 648
Operating expenses
Other property	52	60
Impairment and casualty loss	6	1
Depreciation and amortization	65	64
Corporate general and administrative	17	16
Other	21	20
Total expenses	561	583
Gain on sale of assets, net	0	15
Gain on derecognition of assets	14	0
Operating income	92	80
Interest income	5	10
Interest expense	(53)	(52)
Interest expense associated with hotels in receivership	(14)	(8)
Equity in earnings from investments in affiliates	0	4
Other gain, net	0	1
Income before income taxes	30	35
Income tax expense	(1)	(2)
Net income	29	33
Net income attributable to noncontrolling interests	(1)	0
Net income attributable to stockholders	$ 28	$ 33
Earnings per share:
Earnings per share - Basic (USD per share)	$ 0.13	$ 0.15
Earnings per share - Diluted (USD per share)	$ 0.13	$ 0.15
Weighted average shares outstanding - Basic (in shares)	209	220
Weighted average shares outstanding - Diluted (in shares)	211	221
Rooms
Revenues
Total revenues	$ 374	$ 382
Operating expenses
Cost of goods and services sold	102	107
Food and beverage
Revenues
Total revenues	182	181
Operating expenses
Cost of goods and services sold	123	127
Ancillary hotel
Revenues
Total revenues	62	65
Other
Revenues
Total revenues	21	20
Other departmental and support
Operating expenses
Cost of goods and services sold	145	158
Management fees
Operating expenses
Cost of goods and services sold	$ 30	$ 30

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Activities:
Net income	$ 29	$ 33
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	65	64
Gain on sales of assets, net	0	(15)
Gain on derecognition of assets	(14)	0
Impairment and casualty loss	5	1
Equity in earnings from investments in affiliates	0	(4)
Share-based compensation expense	4	4
Amortization of deferred financing costs	0	2
Distributions from unconsolidated affiliates	0	6
Changes in operating assets and liabilities	3	13
Net cash provided by operating activities	92	104
Investing Activities:
Capital expenditures for property and equipment	(70)	(54)
Acquisitions, net	0	(11)
Proceeds from asset dispositions, net	0	116
Contributions to unconsolidated affiliates	0	(2)
Net cash (used in) provided by investing activities	(70)	49
Financing Activities:
Repayments of credit facilities	0	(50)
Repayments of mortgage debt	(1)	(2)
Debt issuance costs	0	(1)
Dividends paid	(355)	(56)
Distributions to noncontrolling interests, net	(2)	(1)
Tax withholdings on share-based compensation	(4)	(2)
Repurchase of common stock	0	(105)
Net cash used in financing activities	(362)	(217)
Net decrease in cash and cash equivalents and restricted cash	(340)	(64)
Cash and cash equivalents and restricted cash, beginning of period	750	939
Cash and cash equivalents and restricted cash, end of period	410	875
Non-cash financing activities:
Dividends declared but unpaid	$ 52	$ 32

XML

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 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, 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 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		210,525,968	211,000,000
Ending balance at Mar. 31, 2024		$ 3,742	$ 2	$ 4,154	$ (367)	$ (47)

[1] Dividends declared per common share were $0.25 and $0.15 for the three months ended March 31, 2024 and 2023, respectively.

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Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Stockholders' Equity [Abstract]
Dividends declared per common share (USD per share)	$ 0.25	$ 0.15

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Organization

3 Months Ended

Mar. 31, 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 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.

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Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 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 months ended March 31, 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.

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Acquisitions and Dispositions

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Acquisitions and Dispositions

Acquisitions and Dispositions

Acquisitions

In March 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 February 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.

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Property and Equipment

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment were:

	March 31, 2024		December 31, 2023
	(in millions)
Land	$	2,995	$	2,990
Buildings and leasehold improvements	5,872		5,814
Furniture and equipment	995		947
Construction-in-progress	264		341
	10,126		10,092
Accumulated depreciation	(2,685)		(2,633)
	$	7,441	$	7,459

Depreciation of property and equipment was $65 million and $64 million during the three months ended March 31, 2024 and 2023, respectively.

During the three months ended March 31, 2024, we recognized an impairment loss of approximately $5 million related to one of our hotels subject to a ground lease and our inability to recover the carrying value of the asset over the remaining lease term. Refer to Note 7: "Fair Value Measurements" for additional information.

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Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates

3 Months Ended

Mar. 31, 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:

	March 31, 2024		December 31, 2023
	(in millions)
Property and equipment, net	$	207	$	209
Cash and cash equivalents	15		17
Restricted cash	3		2
Accounts receivable, net	4		5
Prepaid expenses	2		3
Debt	202		202
Accounts payable and accrued expenses	10		11
Due to hotel manager	1		2
Other liabilities	4		3

Unconsolidated Entities

Four 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 $702 million as of both March 31, 2024 and December 31, 2023. Substantially all the debt is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us.

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Debt

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Debt

Debt

Debt balances and associated interest rates as of March 31, 2024 were:

			Principal balance as of
	Interest Rate at March 31, 2024	Maturity Date	March 31, 2024		December 31, 2023
			(in millions)
HHV Mortgage Loan(1)	4.20%	November 2026	$	1,275	$	1,275
Other mortgage loans	Average rate of 4.37%	2024 to 2027(2)	384		385
Revolver(3)	SOFR + 2.00%(4)	December 2026	—		—
2025 Senior Notes(5)	7.50%	June 2025	650		650
2028 Senior Notes(5)	5.88%	October 2028	725		725
2029 Senior Notes(5)	4.88%	May 2029	750		750
Finance lease obligations	7.66%	2024 to 2028	1		1
			3,785		3,786
Add: unamortized premium			1		1
Less: unamortized deferred financing costs and discount			(22)		(22)
			$	3,764	$	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 March 31, 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 March 31, 2024, we had approximately $4 million outstanding on a standby letter of credit and $946 million of available capacity under our Revolver.

(4)SOFR includes a credit spread adjustment of 0.1%.

(5)In May and September 2020, our Operating Company, PK Domestic and PK Finance Co-Issuer Inc. ("PK Finance") issued an aggregate of $650 million of senior notes due 2025 (“2025 Senior Notes”) and an aggregate of $725 million of senior notes due 2028 (“2028 Senior Notes”), respectively. Additionally, in May 2021, our Operating Company, PK Domestic and PK Finance issued an aggregate of $750 million of senior notes due 2029 (“2029 Senior Notes”).

Debt Maturities

The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of March 31, 2024 were:

Year	(in millions)
2024(1)	$	60
2025	657
2026	1,563
2027	30
2028	725
Thereafter(2)	750
	$	3,785

_____________________________________

(1)Excludes 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").

(2)Assumes the exercise of all extensions that are exercisable solely at our option.

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 November 1, 2024, has the ability to sell the hotels. The court order contemplates that the receivership will end with a non-judicial foreclosure by December 2, 2024, 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 months ended March 31, 2024, we recognized a gain of $14 million, 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 March 31, 2024 and December 31, 2023, the contract asset on our condensed consolidated balance sheets was $774 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.

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Fair Value Measurements

3 Months Ended

Mar. 31, 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:

		March 31, 2024				December 31, 2023
	Hierarchy Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
		(in millions)
Liabilities:
HHV Mortgage Loan	3	$	1,275	$	1,192	$	1,275	$	1,195
Other mortgage loans	3	384		361		385		365
2025 Senior Notes	1	650		652		650		652
2028 Senior Notes	1	725		712		725		713
2029 Senior Notes	1	750		699		750		702

The fair value of the SF Mortgage Loan, which has a carrying value of $725 million as of both March 31, 2024 and December 31, 2023 and categorized as Level 3 of the fair value hierarchy, was $718 million as of both March 31, 2024 and December 31, 2023. Refer to Note 6: "Debt" for additional information.

During the three months ended March 31, 2024, we recognized an impairment loss related to one of our hotels due to our inability to recover the carrying value of the asset. The estimated fair value of the asset that was measured on a nonrecurring basis was:

	March 31, 2024
	Fair Value		Impairment Loss
	(in millions)
Property and equipment(1)	$	—	$	5
Total	$	—	$	5

____________________________________________________________________________________

(1)Fair value as of March 31, 2024 was determined to be zero as the hotel is subject to a ground lease and is not expected to produce positive cash flows over the remaining lease term.

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Share-Based Compensation

3 Months Ended

Mar. 31, 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 March 31, 2024, 6,423,353 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 March 31, 2024, 244,343 shares of common stock remain available for future issuance. For both the three months ended March 31, 2024 and 2023, we recognized $4 million of share-based compensation expense. As of March 31, 2024, unrecognized compensation expense was $33 million, which is expected to be recognized over a weighted-average period of 1.9 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) for the three months ended March 31, 2024 and 2023 was $12 million and $6 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 three months ended March 31, 2024:

	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2024	982,585	$	15.40
Granted	517,222	16.26
Vested	(420,499)	16.73
Forfeited	(20,375)	15.63
Unvested at March 31, 2024	1,058,933	$	15.28

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 March 31, 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 three months ended March 31, 2024:

	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2024	1,527,576	$	19.72
Granted	590,483	17.75
Vested	(337,283)	26.99
Forfeited	(5,531)	19.63
Unvested at March 31, 2024	1,775,245	$	17.69

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 volatility	36.0	%
Dividend yield(1)	—
Risk-free rate	4.5	%
Expected term	3 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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Earnings Per Share

3 Months Ended

Mar. 31, 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 March 31,
	2024		2023
	(in millions, except per share amounts)
Numerator:
Net income attributable to stockholders, net of earnings allocated to participating securities	$	28	$	33
Denominator:
Weighted average shares outstanding – basic	209		220
Unvested restricted shares	2		1
Weighted average shares outstanding – diluted	211		221
Earnings per share – Basic(1)	$	0.13	$	0.15
Earnings per share – Diluted(1)	$	0.13	$	0.15

_____________________________________

(1)Per share amounts are calculated based on unrounded numbers.

Certain of our outstanding equity awards were excluded from the above calculation of EPS for the three months ended March 31, 2024 and 2023 because their effect would have been anti-dilutive.

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Business Segment Information

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Business Segment Information

Business Segment Information

As of March 31, 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 March 31,
	2024		2023
	(in millions)
Revenues:
Total consolidated hotel revenues	$	618	$	628
Other revenues	21		20
Total revenues	$	639	$	648
Net income	$	29	$	33
Other revenues	(21)		(20)
Depreciation and amortization expense	65		64
Corporate general and administrative expense	17		16
Impairment and casualty loss	6		1
Other operating expenses	21		20
Gain on sales of assets, net	—		(15)
Gain on derecognition of assets	(14)		—
Interest income	(5)		(10)
Interest expense	53		52
Interest expense associated with hotels in receivership	14		8
Equity in earnings from investments in affiliates	—		(4)
Income tax expense	1		2
Other gain, net	—		(1)
Other items	3		6
Hotel Adjusted EBITDA	$	169	$	152

The following table presents total assets for our consolidated hotels, reconciled to total assets:

	March 31, 2024		December 31, 2023
	(in millions)
Consolidated hotels	$	9,073	$	9,406
All other	12		13
Total assets	$	9,085	$	9,419

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

As of March 31, 2024, we had outstanding commitments under third-party contracts of approximately $91 million for capital expenditures at our properties. 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 March 31, 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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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 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 months ended March 31, 2023 have been reclassified to conform to the current period presentation.

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Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment were:

	March 31, 2024		December 31, 2023
	(in millions)
Land	$	2,995	$	2,990
Buildings and leasehold improvements	5,872		5,814
Furniture and equipment	995		947
Construction-in-progress	264		341
	10,126		10,092
Accumulated depreciation	(2,685)		(2,633)
	$	7,441	$	7,459

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Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates (Tables)

3 Months Ended

Mar. 31, 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:

	March 31, 2024		December 31, 2023
	(in millions)
Property and equipment, net	$	207	$	209
Cash and cash equivalents	15		17
Restricted cash	3		2
Accounts receivable, net	4		5
Prepaid expenses	2		3
Debt	202		202
Accounts payable and accrued expenses	10		11
Due to hotel manager	1		2
Other liabilities	4		3

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Debt (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

Schedule of Debt

Debt balances and associated interest rates as of March 31, 2024 were:

			Principal balance as of
	Interest Rate at March 31, 2024	Maturity Date	March 31, 2024		December 31, 2023
			(in millions)
HHV Mortgage Loan(1)	4.20%	November 2026	$	1,275	$	1,275
Other mortgage loans	Average rate of 4.37%	2024 to 2027(2)	384		385
Revolver(3)	SOFR + 2.00%(4)	December 2026	—		—
2025 Senior Notes(5)	7.50%	June 2025	650		650
2028 Senior Notes(5)	5.88%	October 2028	725		725
2029 Senior Notes(5)	4.88%	May 2029	750		750
Finance lease obligations	7.66%	2024 to 2028	1		1
			3,785		3,786
Add: unamortized premium			1		1
Less: unamortized deferred financing costs and discount			(22)		(22)
			$	3,764	$	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 March 31, 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 March 31, 2024, we had approximately $4 million outstanding on a standby letter of credit and $946 million of available capacity under our Revolver.

(4)SOFR includes a credit spread adjustment of 0.1%.

(5)In May and September 2020, our Operating Company, PK Domestic and PK Finance Co-Issuer Inc. ("PK Finance") issued an aggregate of $650 million of senior notes due 2025 (“2025 Senior Notes”) and an aggregate of $725 million of senior notes due 2028 (“2028 Senior Notes”), respectively. Additionally, in May 2021, our Operating Company, PK Domestic and PK Finance issued an aggregate of $750 million of senior notes due 2029 (“2029 Senior Notes”).

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 March 31, 2024 were:

Year	(in millions)
2024(1)	$	60
2025	657
2026	1,563
2027	30
2028	725
Thereafter(2)	750
	$	3,785

_____________________________________

(1)Excludes 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").

(2)Assumes the exercise of all extensions that are exercisable solely at our option.

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 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:

		March 31, 2024				December 31, 2023
	Hierarchy Level	Carrying Amount		Fair Value		Carrying Amount		Fair Value
		(in millions)
Liabilities:
HHV Mortgage Loan	3	$	1,275	$	1,192	$	1,275	$	1,195
Other mortgage loans	3	384		361		385		365
2025 Senior Notes	1	650		652		650		652
2028 Senior Notes	1	725		712		725		713
2029 Senior Notes	1	750		699		750		702

Estimated Fair Value of Assets Measured on Nonrecurring Basis

During the three months ended March 31, 2024, we recognized an impairment loss related to one of our hotels due to our inability to recover the carrying value of the asset. The estimated fair value of the asset that was measured on a nonrecurring basis was:

	March 31, 2024
	Fair Value		Impairment Loss
	(in millions)
Property and equipment(1)	$	—	$	5
Total	$	—	$	5

____________________________________________________________________________________

(1)Fair value as of March 31, 2024 was determined to be zero as the hotel is subject to a ground lease and is not expected to produce positive cash flows over the remaining lease term.

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Awards ("RSAs")

The following table provides a summary of RSAs for the three months ended March 31, 2024:

	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2024	982,585	$	15.40
Granted	517,222	16.26
Vested	(420,499)	16.73
Forfeited	(20,375)	15.63
Unvested at March 31, 2024	1,058,933	$	15.28

Schedule of Performance Stock Units ("PSUs")

The following table provides a summary of PSUs for the three months ended March 31, 2024:

	Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2024	1,527,576	$	19.72
Granted	590,483	17.75
Vested	(337,283)	26.99
Forfeited	(5,531)	19.63
Unvested at March 31, 2024	1,775,245	$	17.69

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 volatility	36.0	%
Dividend yield(1)	—
Risk-free rate	4.5	%
Expected term	3 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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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 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 March 31,
	2024		2023
	(in millions, except per share amounts)
Numerator:
Net income attributable to stockholders, net of earnings allocated to participating securities	$	28	$	33
Denominator:
Weighted average shares outstanding – basic	209		220
Unvested restricted shares	2		1
Weighted average shares outstanding – diluted	211		221
Earnings per share – Basic(1)	$	0.13	$	0.15
Earnings per share – Diluted(1)	$	0.13	$	0.15

_____________________________________

(1)Per share amounts are calculated based on unrounded numbers.

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Business Segment Information (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

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 March 31,
	2024		2023
	(in millions)
Revenues:
Total consolidated hotel revenues	$	618	$	628
Other revenues	21		20
Total revenues	$	639	$	648
Net income	$	29	$	33
Other revenues	(21)		(20)
Depreciation and amortization expense	65		64
Corporate general and administrative expense	17		16
Impairment and casualty loss	6		1
Other operating expenses	21		20
Gain on sales of assets, net	—		(15)
Gain on derecognition of assets	(14)		—
Interest income	(5)		(10)
Interest expense	53		52
Interest expense associated with hotels in receivership	14		8
Equity in earnings from investments in affiliates	—		(4)
Income tax expense	1		2
Other gain, net	—		(1)
Other items	3		6
Hotel Adjusted EBITDA	$	169	$	152

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:

	March 31, 2024		December 31, 2023
	(in millions)
Consolidated hotels	$	9,073	$	9,406
All other	12		13
Total assets	$	9,085	$	9,419

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Organization (Detail) - $ / shares	May 05, 2019	Jan. 03, 2017
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

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Acquisitions and Dispositions (Detail) $ in Thousands	1 Months Ended
	Mar. 31, 2023 USD ($) parcel	Feb. 28, 2023 USD ($)
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
Acquisition costs	$ 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

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Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Land	$ 2,995	$ 2,990
Buildings and leasehold improvements	5,872	5,814
Furniture and equipment	995	947
Construction-in-progress	264	341
Property and equipment, gross	10,126	10,092
Accumulated depreciation	(2,685)	(2,633)
Property and equipment, net	$ 7,441	$ 7,459

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Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Depreciation	$ 65	$ 64
San Francisco Commercial Mortgaged Backed Securities Loan
Property, Plant and Equipment [Line Items]
Impairment loss	$ 5

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Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates - Additional Information (Detail) $ in Millions	Mar. 31, 2024 USD ($) hotel	Dec. 31, 2023 USD ($) hotel
Variable Interest Entity [Line Items]
Unconsolidated affiliate debt | $	$ 702	$ 702
Hotel | Unconsolidated Entities
Variable Interest Entity [Line Items]
Number of unconsolidated joint ventures	4	4
Variable Interest Entities | Hotel
Variable Interest Entity [Line Items]
Number of hotels consolidated	3

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Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates - Schedule of Assets and Liabilities Included in Consolidated Balance Sheets (Detail) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Variable Interest Entity [Line Items]
Property and equipment, net	$ 7,441	$ 7,459
Cash and cash equivalents	378	717
Restricted cash	32	33
Accounts receivable, net	125	112
Prepaid expenses	62	59
Debt	3,764	3,765
Accounts payable and accrued expenses	223	210
Due to hotel managers	101	131
Other liabilities	206	200
Variable Interest Entities
Variable Interest Entity [Line Items]
Property and equipment, net	207	209
Cash and cash equivalents	15	17
Restricted cash	3	2
Accounts receivable, net	4	5
Prepaid expenses	2	3
Debt	202	202
Accounts payable and accrued expenses	10	11
Due to hotel managers	1	2
Other liabilities	$ 4	$ 3

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Debt - Schedule of Debt (Detail) $ in Millions	3 Months Ended
	Mar. 31, 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	3,785	3,786
Add: unamortized premium	1	1
Less: unamortized deferred financing costs and discount	(22)	(22)
Total debt	$ 3,764	$ 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
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 | Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Interest rate (as a percent)	2.00%
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	$ 384	385
Debt, weighted average interest rate (as a percent)	4.37%
2025 Senior Notes
Debt Instrument [Line Items]
Senior notes	$ 650	650
Interest rate (as a percent)	7.50%
2028 Senior Notes
Debt Instrument [Line Items]
Senior notes	$ 725	725
Interest rate (as a percent)	5.88%
2029 Senior Notes
Debt Instrument [Line Items]
Senior notes	$ 750	$ 750
Interest rate (as a percent)	4.88%
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
Finance Lease Obligation
Debt Instrument [Line Items]
Interest rate (as a percent)	7.66%

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Debt - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jun. 30, 2023	Jun. 01, 2023
Debt Instrument [Line Items]
Debt associated with hotels in receivership	$ 725		$ 725
Gain on derecognition of assets	14	$ 0
Contract asset	$ 774		$ 760
Debt Of Assets In Receivership
Debt Instrument [Line Items]
Interest rate (as a percent)				4.11%	7.11%
Late payment administrative fee					3.00%

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Debt - Debt Maturities, Assuming the Exercise of all Extensions that are Exercisable Solely at our Option (Detail) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2024	$ 60
2025	657
2026	1,563
2027	30
2028	725
Thereafter	750
Debt and capital lease obligations, gross	3,785
Debt associated with hotels in receivership	$ 725	$ 725

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Fair Value Measurements - Fair Value of Debt and Hierarchy Level Used to Estimate Fair Values (Detail) - USD ($) $ in Millions	Mar. 31, 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	384	385
Carrying Amount | Level 1 | 2025 Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage loan	650	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
Fair Value | Level 3 | HHV Mortgage Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage loan	1,192	1,195
Fair Value | Level 3 | Other mortgage loans
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage loan	361	365
Fair Value | Level 1 | 2025 Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage loan	652	652
Fair Value | Level 1 | 2028 Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage loan	712	713
Fair Value | Level 1 | 2029 Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Mortgage loan	$ 699	$ 702

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Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt associated with hotels in receivership	$ 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

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Fair Value Measurements - Estimated Fair Value of Assets Measured on Nonrecurring Basis (Detail) - Nonrecurring $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($)
Assets, Fair Value Disclosure [Abstract]
Property and equipment	$ 0
Assets, Fair Value Disclosure, Total	0
Property and equipment	5
Asset Impairment Charges, Total	$ 5

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Share-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Nov. 30, 2020 d $ / shares	Mar. 31, 2024 USD ($) target shares	Mar. 31, 2023 USD ($)	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
Share-based compensation expense | $		$ 4	$ 4
Unrecognized compensation expense | $		$ 33
Period for unrecognized compensation expense to be recognized (in years)		1 year 10 months 24 days
Total fair value of shares vested | $		$ 12	$ 6
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance (in shares)		6,423,353
Employee Stock Option | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, authorized (in shares)		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)		244,343
Non Employee Stock Option | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock, authorized (in shares)		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
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

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Share-Based Compensation - Schedule of Restricted Stock Awards ("RSAs") (Detail) - Restricted stock awards (RSAs)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of Shares
Beginning balance (in shares) | shares	982,585
Granted (in shares) | shares	517,222
Vested (in shares) | shares	(420,499)
Forfeited (in shares) | shares	(20,375)
Ending balance (in shares) | shares	1,058,933
Weighted-Average Grant Date Fair Value
Beginning balance (USD per share) | $ / shares	$ 15.40
Granted (USD per share) | $ / shares	16.26
Vested (USD per share) | $ / shares	16.73
Forfeited (USD per share) | $ / shares	15.63
Ending balance (USD per share) | $ / shares	$ 15.28

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Share-Based Compensation - Schedule of Performance Stock Units ("PSUs") (Detail) - Performance Stock Units ("PSUs")	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of Shares
Beginning balance (in shares) | shares	1,527,576
Granted (in shares) | shares	590,483
Vested (in shares) | shares	(337,283)
Forfeited (in shares) | shares	(5,531)
Ending balance (in shares) | shares	1,775,245
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	19.63
Ending balance (USD per share) | $ / shares	$ 17.69

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Share-Based Compensation - Schedule of Grant Date Fair Values of Awards Using Monte Carlo Simulation Valuation Model (Detail)	3 Months Ended
	Mar. 31, 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

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Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net income attributable to stockholders, net of earnings allocated to participating securities	$ 28	$ 33
Denominator:
Weighted average shares outstanding - Basic (in shares)	209	220
Unvested restricted shares (in shares)	2	1
Weighted average shares outstanding – Diluted (in shares)	211	221
Earnings per share - Basic (USD per share)	$ 0.13	$ 0.15
Earnings per share - Diluted (USD per share)	$ 0.13	$ 0.15

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Business Segment Information - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2024 segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	1

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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
	Mar. 31, 2024	Mar. 31, 2023
Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated Amounts [Line Items]
Total revenues	$ 639	$ 648
Net income	29	33
Depreciation and amortization expense	65	64
Corporate general and administrative expense	17	16
Impairment and casualty loss	6	1
Other operating expenses	21	20
Gain on sales of assets, net	0	(15)
Gain on derecognition of assets	(14)	0
Interest income	(5)	(10)
Interest expense	53	52
Interest expense associated with hotels in receivership	14	8
Equity in earnings from investments in affiliates	0	(4)
Income tax expense	1	2
Other gain, net	0	(1)
Other items	3	6
Adjusted Ebitda	169	152
Other
Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated Amounts [Line Items]
Total revenues	21	20
Consolidated Hotels Segment
Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated Amounts [Line Items]
Total revenues	618	628
Other
Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated Amounts [Line Items]
Total revenues	$ 21	$ 20

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Business Segment Information - Schedule of Total Assets by Consolidated Hotels, Reconciled to Total Assets (Detail) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Segment Reporting Asset Reconciling Item [Line Items]
Total assets	$ 9,085	$ 9,419
Operating Segments
Segment Reporting Asset Reconciling Item [Line Items]
Total assets	9,085	9,419
Consolidated hotels | Operating Segments
Segment Reporting Asset Reconciling Item [Line Items]
Total assets	9,073	9,406
All other | Operating Segments
Segment Reporting Asset Reconciling Item [Line Items]
Total assets	$ 12	$ 13

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Commitments and Contingencies (Detail) $ in Millions	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Purchase commitment, remaining minimum amount committed	$ 91
Reserve for ongoing claims	$ 8