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