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

☐ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

(Exact name of ~~registrant~~Registrant as specified in its ~~charter)~~Charter)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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~~registrant was required to submit ~~and post~~ such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares of common stock outstanding on ~~October 27, 2017~~April 25, 2023 was ~~214,851,098.~~215,629,872.


	September 30, 2017			December 31, 2016			March 31, 2023			December 31, 2022
	(unaudited)						(unaudited)
ASSETS
Property and equipment, net	$	8,464		$	8,541		$	8,198		$	8,301
Investments in affiliates		85			81
Goodwill		606			604
Intangibles, net		42			44			43			43
Cash and cash equivalents		357			337			842			906
Restricted cash		20			13			33			33
Accounts receivable, net of allowance for doubtful accounts of $3 and $2		158			130
Accounts receivable, net of allowance for doubtful accounts of $2 and $2								130			129
Prepaid expenses		48			58			55			58
Other assets		23			26			42			47
TOTAL ASSETS (variable interest entities - $246 and $239)	$	9,803		$	9,834
Operating lease right-of-use assets								210			214
TOTAL ASSETS (variable interest entities – $231 and $237)							$	9,553		$	9,731
LIABILITIES AND EQUITY
Liabilities
Debt	$	3,015		$	3,012		$	4,566		$	4,617
Accounts payable and accrued expenses		178			167			244			220
Due to hotel manager		97			91
Due to Hilton Grand Vacations		206			210
Deferred income tax liabilities		74			2,437
Due to hotel managers								117			141
Other liabilities		210			94			207			228
Total liabilities (variable interest entities - $216 and $262)		3,780			6,011
Commitments and contingencies - refer to Note 12
Operating lease liabilities								231			234
Total liabilities (variable interest entities – $218 and $219)								5,365			5,440
Commitments and contingencies – refer to Note 11
Stockholders' Equity
Common stock, par value $0.01 per share, 6,000,000,000 shares authorized, 214,865,272 shares issued and 214,847,061 shares outstanding as of September 30, 2017		2			—
Common stock, par value $0.01 per share, 6,000,000,000 shares authorized, 216,317,656 shares issued and 215,630,695 shares outstanding as of March 31, 2023 and 224,573,858 shares issued and 224,061,745 shares outstanding as of December 31, 2022								2			2
Additional paid-in capital		3,827			—			4,216			4,321
Retained earnings		2,286			—			19			16
Accumulated other comprehensive loss		(45	)		(67	)
Net Parent investment		—			3,939
Total stockholders' equity		6,070			3,872			4,237			4,339
Noncontrolling interests		(47	)		(49	)		(49	)		(48	)
Total equity		6,023			3,823			4,188			4,291
TOTAL LIABILITIES AND EQUITY	$	9,803		$	9,834		$	9,553		$	9,731

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

CONDENSED ~~COMBINED~~ CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~OPERATIONS

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Revenues

Rooms

$
460

$
460

$
1,361

$
1,361

Food and beverage

160

156

552

536

Other

68

55

192

160

Total revenues

688

671

2,105

2,057

Operating expenses

Rooms

121

120

353

352

Food and beverage

120

117

383

375

Other departmental and support

180

165

538

500

Other property-level

50

43

144

135

Management and franchise fees

34

22

107

73

Impairment loss

—

—

—

15

Depreciation and amortization

74

73

217

220

Corporate and other

20

21

57

56

Total expenses

599

561

1,799

1,726

Gain on sale of assets, net

—

—

—

1

Operating income

89

110

306

332

Interest income

1

—

2

1

Interest expense

(32
)

(49
)

(93
)

(141
)
Equity in earnings from investments in affiliates

6

6

18

16

(Loss) gain on foreign currency transactions

(1
)

1

(4
)

—

Other loss, net

(2
)

(5
)

(3
)

(7
)

Income before income taxes

61

63

226

201

Income tax benefit (expense)

44

(26
)

2,344

(79
)
Net income

105

37

2,570

122

Net income attributable to noncontrolling interests

(2
)

(3
)

(5
)

(6
)
Net income attributable to stockholders

$
103

$
34

$
2,565

$
116

Other comprehensive income, net of tax benefit (expense):

Currency translation adjustment, net of tax of $0, $(2), $0,
and $(5)

8

—

22

9

Total other comprehensive income

8

—

22

9

Comprehensive income

$
113

$
37

$
2,592

$
131

Comprehensive income attributable to noncontrolling interests

(2
)

(3
)

(5
)

(6
)
Comprehensive income attributable to stockholders

$
111

$
34

$
2,587

$
125

Earnings per share:

Earnings per share - Basic

$
0.48

$
0.17

$
12.16

$
0.59

Earnings per share - Diluted

$
0.48

$
0.17

$
11.94

$
0.59

Weighted average shares outstanding - Basic

214

198

210

198

Weighted average shares outstanding - Diluted

215

198

214

198

Dividends declared per common share

$
0.43

$
—

$
1.29

$
—

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

Nine Months Ended

September 30,

2017

2016

Operating Activities:

Net income

$
2,570

$
122

Adjustments to reconcile net income to net cash provided by
operating activities:

Depreciation and amortization

217

220

Impairment loss

—

15

Gain on sale of assets, net

—

(1
)
Equity in earnings from investments in affiliates

(18
)

(16
)
Loss on foreign currency transactions

4

—

Other loss, net

3

7

Share-based compensation expense

11

—

Amortization of deferred financing costs

3

8

Distributions from unconsolidated affiliates

14

14

Deferred income taxes

(2,360
)

(52
)
Changes in working capital and other

14

(23
)
Net cash provided by operating activities

458

294

Investing Activities:

Capital expenditures for property and equipment

(125
)

(170
)
Investments in affiliates

(1
)

—

Change in restricted cash

—

14

Distributions from unconsolidated affiliates

1

2

Net cash used in investing activities

(125
)

(154
)
Financing Activities:

Repayment of debt

—

(995
)
Change in restricted cash

(7
)

(21
)
Dividends paid

(294
)

—

Distributions to noncontrolling interests

(3
)

(6
)
Tax withholdings on share-based compensation

(2
)

—

Net transfers (to) from Parent

(9
)

167

Contribution from Parent

—

987

Net cash (used in) provided by financing activities

(315
)

132

Effect of exchange rate changes on cash and cash equivalents

2

2

Net increase in cash and cash equivalents

20

274

Cash and cash equivalents, beginning of period

337

72

Cash and cash equivalents, end of period

$
357

$
346

Supplemental Disclosures

Non-cash investing activities:

Transfer of property and equipment to Hilton Grand Vacations

$
4

$
40

Non-cash financing activities:

Dividends paid in stock

$
441

$
—

Dividends declared but unpaid

92

—

Distribution to Parent

—

(48
)
Contribution from Parent

—

45

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

Accumulated

Additional

Other

Non-

Common Stock

Paid-in

Retained

Comprehensive

Net Parent

controlling

Shares

Amount

Capital

Earnings

Loss

Investment

Interests

Total

Balance as of December 31, 2016

—

$
—

$
—

$
—

$
(67
)

$
3,939

$
(49
)

$
3,823

Net transfers to Parent

—

—

—

—

—

(9
)

—

(9
)
Issuance of common stock and
   reclassification of former Parent
   investment

198

2

3,928

—

—

(3,930
)

—

—

Share-based compensation

1

—

9

—

—

—

—

9

Net income

—

—

—

2,565

—

—

5

2,570

Other comprehensive income

—

—

—

—

22

—

—

22

Dividends and dividend equivalents

16

—

(110
)

(279
)

—

—

—

(389
)
Distributions to noncontrolling
   interests

—

—

—

—

—

—

(3
)

(3
)
Balance as of September 30, 2017

215

$
2

$
3,827

$
2,286

$
(45
)

$
—

$
(47
)

$
6,023

(1) Dividends declared per common share were $0.15 and $0.01 for the three months ended March 31, 2023 and 2022, respectively.

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

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 ~~United States (“U.S.”)~~city center and ~~international markets.~~resort locations. On January 3, 2017, Hilton Worldwide Holdings Inc. (“Hilton” ~~or “Parent”~~) completed the spin-off of a portfolio of hotels and resorts that established Park Hotels & Resorts Inc. as an independent, publicly traded company. The spin-off transaction, which was effected through a pro rata distribution of Park Hotels & Resorts Inc. stock to existing Hilton stockholders, was intended to be tax-free to both Hilton and Hilton’s stockholders. As a result

On May 5, 2019, the Company, PK Domestic Property LLC, an indirect subsidiary of the ~~spin-off,~~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 ~~holder~~ of ~~Hilton~~Chesapeake’s common ~~stock on the record date~~shares of ~~December 15, 2016 received one~~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 for every five~~stock. No fractional shares of ~~Hilton~~our common stock ~~owned.~~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.

~~For U.S. federal income tax purposes, we intend to elect to be taxed as~~We are a real estate investment trust (“REIT”)~~, effective January 4, 2017.~~ for United States (“U.S.”) federal income tax purposes. We ~~are currently,~~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, ~~qualified manner.~~

Aswe 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 ~~date,~~from Hilton, Park Intermediate Holdings LLC (our “Operating Company”), directly or indirectly, ~~holds~~has held all of our assets and ~~conducts~~has conducted all of our operations. ~~We own 100%~~Park Parent owned 100% of the interests inof our Operating Company until December 31, 2021 when the business undertook an internal reorganization transitioning our structure to a traditional umbrella partnership REIT structure ("UPREIT"). 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.

Basis of Presentation

Principles of ~~Combination and~~ Consolidation

Subsequent to January 3, 2017, the unaudited condensed combined consolidated financial statements include the accounts of the Company, our wholly owned subsidiaries and entities in which we have a controlling financial interest, including variable interest entities (“VIEs”) where we are the primary beneficiary. The historical unaudited condensed combined consolidated financial statements through January 3, 2017 represent the financial position and results of operations of entities held by us after the spin-off that had historically been under common control of the Parent. The historical unaudited condensed combined consolidated financial statements were prepared on a carve-out basis and reflect significant assumptions and allocations. The unaudited condensed ~~combined~~ consolidated financial statements reflect our ~~historical~~ 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 ~~combined~~ 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 ~~combined~~ consolidated financial statements and notes thereto for the year ended December 31, ~~2016~~2022 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on ~~March 2, 2017, and “Financial Statements and Supplementary Data,” included in Exhibit 99.2 to our Current Report on Form 8-K, filed with the SEC on May 5, 2017.~~February 23, 2023.

~~Allocations~~

Through January 3, 2017, the historical condensed combined consolidated statements of comprehensive income included allocations of corporate general and administrative expenses from Hilton on the basis of financial and operating metrics that Hilton historically used to allocate resources and evaluate performance against its strategic objectives. We considered the basis on which expenses were allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by us during the historical periods presented. However, the allocations may not include all of the actual expenses that would have been incurred by us and may not reflect our condensed combined consolidated results of operations, financial position and cash flows had we been a stand-alone company during the historical periods presented. Actual costs that might have been incurred had we been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions we might have performed ourselves or outsourced and strategic decisions we might have made in areas such as information technology and infrastructure. Following the spin-off, we performed these functions using our own resources or purchased services. For an interim period, some of these functions will continue to be provided by Hilton under our transition services agreement (“TSA”).

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 ~~revenue~~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 audited condensed ~~combined~~ consolidated balance ~~sheets~~sheet as of December 31, ~~2016~~2022 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, ~~2016,~~2022, filed with the SEC on ~~March 2, 2017, and Exhibit 99.2 to our Current Report on Form 8-K, filed with the SEC on May 5, 2017, contain~~February 23, 2023, contains a discussion of ~~the~~ significant accounting policies. There have been no significant changes to our significant accounting policies since December 31, ~~2016.~~2022.

Note 3: Acquisitions and Dispositions

~~Recently Issued Accounting Pronouncements~~Acquisitions

~~Accounting Standards Not Yet Adopted~~

I~~n May 2014,~~In March 2023, we purchased two parcels of land, including all improvements, adjacent to the ~~FASB issued ASU No. 2014-09 (“ASU 2014-09”),~~ ~~Revenue from Contracts with Customers (Topic 606). This ASU supersedes~~Hilton Hawaiian Village Waikiki Beach Resort, for approximately $18 million, including transaction costs. We accounted for the ~~revenue recognition requirements in~~ ~~Revenue Recognition (Topic 605)~~ ~~and requires entities to recognize revenue in a way that depicts the transfer~~purchase as an acquisition of ~~promised goods or services to customers in~~ an ~~amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Subsequent to ASU 2014-09, the FASB has issued several related ASUs~~. ~~The provisions of ASU 2014-09~~asset, and the ~~related ASUs are effective January 2018 and are~~entire purchase price was allocated to ~~be applied retrospectively or using~~land.

Dispositions

In February 2023, we sold the Hilton Miami Airport hotel for gross proceeds of $118.25 million. We recognized a ~~modified retrospective approach; early adoption~~net gain of approximately $15 million, which is ~~permitted. Based~~included in gain on sale of assets, net in our ~~assessment to-date, we do not expect the timing~~condensed consolidated statements of recognition and amount of revenues from room, food and beverage, and other revenue to change. We also do not expect sales of real estate that involve cash with few contingencies to be materially affected; however, the new standard may allow for earlier revenue recognition for sales of real estate where we have continuing involvement. We expect to adopt the new ASUs using the modified retrospective approach and do not anticipate that this will result in a material cumulative effect adjustment to retained earnings as of January 1, 2018.operations.

Note 3:4: Property and Equipment

Property and equipment were:


	March 31, 2023			December 31, 2022
	(in millions)
Land	$	3,272		$	3,317
Buildings and leasehold improvements		6,469			6,512
Furniture and equipment		993			994
Construction-in-progress		211			201
		10,945			11,024
Accumulated depreciation		(2,747	)		(2,723	)
	$	8,198		$	8,301

September 30, 2017

December 31, 2016

(in millions)

Land

$
3,398

$
3,397

Buildings and leasehold improvements

6,093

6,015

Furniture and equipment

992

922

Construction-in-progress

72

79

10,555

10,413

Accumulated depreciation and amortization

(2,091
)

(1,872
)

$
8,464

$
8,541

Depreciation of property and equipment ~~including capital lease assets,~~ was ~~$72~~$64 million and ~~$71~~$68 million during the three months ended ~~September 30, 2017~~March 31, 2023 and ~~2016, respectively, and $213 million and $216 million during the nine months ended September 30, 2017 and 2016,~~2022, respectively.

As of September 30, 2017 and December 31, 2016, property and equipment included approximately $20 million and $19 million, respectively, of capital lease assets primarily consisting of buildings and leasehold improvements, net of $9 million and $8 million, respectively, of accumulated depreciation.

In July 2017, 14 of the 600 rooms at the Hilton Waikoloa Village previously transferred to Hilton Grand Vacations (“HGV”) and leased back by us were released to HGV. Accordingly, we derecognized $4 million of property and equipment, net, and the related liability due to HGV. Additionally, in October 2017, another 120 rooms were released to HGV. As a result, we expect to derecognize approximately $34 million of property and equipment, net, in the fourth quarter of 2017.

Note 4:5: Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates

Consolidated VIEs

~~As of September 30, 2017 and December 31, 2016, we consolidated three~~We consolidate VIEs that ownthree 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 ~~combined~~ consolidated balance sheets include the following assets and liabilities of these entities:

September 30, 2017

December 31, 2016

(in millions)

Property and equipment, net

$
209

$
208

Cash and cash equivalents

18

14

Restricted cash

14

13

Accounts receivable, net

4

2

Prepaid expenses

1

2

Debt

207

207

Accounts payable and accrued expenses

9

6

Deferred income tax liabilities

—

49


	March 31, 2023		December 31, 2022
	(in millions)
Property and equipment, net	$	208	$	208
Cash and cash equivalents		14		21
Restricted cash		2		2
Accounts receivable, net		5		4
Prepaid expenses		2		2
Debt		204		205
Accounts payable and accrued expenses		9		8
Due to hotel manager		1		2
Other liabilities		4		4

During the nine months ended September 30, 2017 and 2016, we did not provide any financial or other support to these VIEs that we were not previously contractually required to provide, nor do we intend to provide any such support in the future.

Unconsolidated Entities

~~Investments in affiliates were:~~

Ownership %

September 30, 2017

December 31, 2016

(in millions)

Hilton Berlin

40%

$
33

$
31

Hilton San Diego Bayfront

25%

20

20

All others (7 hotels)

20% - 50%

32

30

$
85

$
81

~~The affiliates~~Four of our hotels are owned by unconsolidated joint ventures in which we ~~own investments~~hold an interest, are accounted for under the equity method and had total debt of approximately ~~$862 million and $861~~$721 million as of ~~September 30, 2017~~both March 31, 2023 and December 31, ~~2016, respectively.~~2022. Substantially all the debt is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us.

Note 5:6: Debt

Debt balances ~~including obligations for capital leases,~~ and associated interest rates as of March 31, 2023 were:


			Principal balance as of
	Interest Rate at March 31, 2023	Maturity Date	March 31, 2023			December 31, 2022
			(in millions)
SF Mortgage Loan(1)	4.11%	November 2023	$	725		$	725
HHV Mortgage Loan(1)	4.20%	November 2026		1,275			1,275
Other mortgage loans	Average rate of 4.35%	2023 to 2027(2)		467			469
Revolver(3)	SOFR + 2.10%	December 2026		—			50
2025 Senior Notes(4)	7.50%	June 2025		650			650
2028 Senior Notes(4)	5.88%	October 2028		725			725
2029 Senior Notes(4)	4.88%	May 2029		750			750
				4,592			4,644
Add: unamortized premium				2			3
Less: unamortized deferred financing costs and discount				(28	)		(30	)
			$	4,566		$	4,617

(1) In October 2016, we entered into a $725 million CMBS loan secured by the Hilton San Francisco Union Square and the Parc 55 Hotel San Francisco (“SF Mortgage Loan”) and 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 is callable by the lender with six months of notice. As of March 31, 2023, Park had not received notice from the lender.

(3) In February 2023, we fully repaid the $50 million outstanding balance under our revolving credit facility ("Revolver"). The 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, 2023, we had approximately $4 million outstanding on a standby letter of credit and $946 million of available capacity under our Revolver.

(4) In May and September ~~30, 2017, were:~~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”).

Principal balance as of

Interest Rate
at September 30, 2017

Maturity Date

September 30, 2017

December 31, 2016

(in millions)

SF CMBS Loan⁽¹⁾

4.11%

November 2023

$
725

$
725

HHV CMBS Loan⁽¹⁾

4.20%

November 2026

1,275

1,275

Mortgage loans

Average rate of
4.03%

2020 to 2026⁽²⁾

207

207

Term loan

L + 1.45%

December 2021

750

750

Revolving credit facility⁽³⁾

L + 1.50%

December 2021⁽²⁾

—

—

Unsecured notes

7.50%

December 2017

55

55

Capital lease obligations

Average rate of
7.00%

2019 to 2094

15

14

3,027

3,026

Less: unamortized deferred financing costs and
discount

(12
)

(14
)

$
3,015

$
3,012

⁽¹⁾	In October 2016, we entered into a $725 million commercial mortgaged-back securities (“CMBS”) loan secured by the Hilton San Francisco Union Square and the Parc 55 Hotel San Francisco (“SF CMBS Loan”) and a $1.275 billion CMBS loan secured by the Hilton Hawaiian Village (“HHV CMBS Loan”).

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

⁽³⁾	~~$1 billion available.~~

~~Mortgage Loans~~

We are required to deposit with ~~the lender~~lenders certain cash reserves for restricted uses. As of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016,~~2022, our condensed ~~combined~~ consolidated balance sheets included ~~$19~~$5 million and ~~$13~~$6 million ~~respectively,~~ of restricted cash, respectively, related to our ~~CMBS loans and~~ mortgage loans.

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, 2017~~March 31, 2023 were:


Year	(in millions)
2023	$	861
2024		7
2025		657
2026		1,563
2027		30
Thereafter(1)		1,474
	$	4,592

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

Year

(in millions)

2017

$
55

2018

—

2019

—

2020⁽¹⁾

12

2021

750

Thereafter

2,210

$
3,027

⁽¹⁾	~~Assumes the exercise of all extensions that are exercisable solely at our option.~~

Note 6:7: Fair Value Measurements

We did not elect the fair value measurement option for ~~any of~~ our financial assets or liabilities. The fair values of our ~~Level 1 unsecured notes were based on prices in active debt markets. The fair values of our~~ other Level 3 liabilities presented below were determined based on: (i) indicative quotes received for similar issuances; or (ii) the expected future cash flows discounted at risk-adjusted rates. The fair values of financial instruments not included in ~~this~~the table below are estimated to be equal to their carrying amounts.

The fair value of ~~certain financial instruments~~our debt and the hierarchy level we used to estimate fair values are shown below:


			March 31, 2023				December 31, 2022
	Hierarchy Level		Carrying Amount		Fair Value		Carrying Amount		Fair Value
			(in millions)
Liabilities:
SF Mortgage Loan		3	$	725	$	697	$	725	$	692
HHV Mortgage Loan		3		1,275		1,138		1,275		1,142
Other mortgage loans		3		467		434		469		435
Revolver		3		—		—		50		50
2025 Senior Notes		1		650		660		650		652
2028 Senior Notes		1		725		668		725		661
2029 Senior Notes		1		750		646		750		635

September 30, 2017

December 31, 2016

Hierarchy
Level

Carrying
Amount

Fair Value

Carrying
Amount

Fair Value

(in millions)

Liabilities:

SF CMBS Loan

3

$
725

$
724

$
725

$
725

HHV CMBS Loan

3

1,275

1,260

1,275

1,275

Term Loan

3

750

747

750

750

Mortgage loans

3

207

204

207

208

Unsecured notes

1

55

55

55

57

We believe that we are organized in conformity with, and operate in a manner that will allow us to elect to be taxed as a REIT, for U.S. federal income tax purposes for our tax year ending December 31, 2017, and we expect to continue to be organized and operate so as to qualify as a REIT. To qualify as a REIT, we must continually satisfy tests concerning, 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 and the diversity of ownership of our stock. To the extent we qualify as a REIT, we generally will not be subject to U.S. federal income tax on taxable income generated by our REIT activities that we distribute to our stockholders. Accordingly, no provision for U.S. federal income taxes has been included in our accompanying condensed combined consolidated financial statements for the nine months ended September 30, 2017 related to our REIT activities, other than the derecognition of deferred tax liabilities discussed below.

We will be subject to U.S. federal income tax on taxable sales of built-in gain property (representing property with an excess of fair value over tax basis held by us on January 4, 2017) during the five-year period following our election to be taxed as a REIT. In addition, we are subject to non-U.S. income tax on foreign held REIT activities. Further, our taxable REIT subsidiaries (“TRSs”) are generally subject to U.S. federal, state and local, and foreign income taxes (as applicable).

We recognized income tax benefits for the three and nine months ended September 30, 2017 of approximately $48 million and $2,360 million, respectively, primarily as a result of the derecognition of deferred tax liabilities associated with our intention to be taxed as a REIT.

Through January 3, 2017, we had been included in the consolidated U.S. federal income tax return of Hilton, as well as certain state tax returns where Hilton filed on a consolidated or combined basis, and foreign tax filings, as applicable. For purposes of our historical condensed combined consolidated balance sheets, we have recorded deferred tax balances as if we filed tax returns on a stand-alone basis separate from Hilton, but not as a REIT. The separate return method applies the accounting guidance for income taxes to the stand-alone financial statements as if we were a separate taxpayer and a standalone enterprise for the periods presented. The calculation of our income taxes on a separate return basis required considerable judgment and use of both estimates and allocations. We believe that the assumptions and estimates used to determine these tax amounts were reasonable. However, our historical condensed combined consolidated balance sheets may not necessarily reflect what our tax liability would have been if we were a stand-alone enterprise during the periods presented.

We issue equity-based awards to our employees pursuant to the 2017 Omnibus Incentive Plan ~~(“2017~~(the “2017 Employee Plan”) and our non-employee directors pursuant to the 2017 Stock Plan for Non-Employee Directors ~~(“2017~~(the “2017 Director Plan”), both ~~effective January 3, 2017.~~of which are amended and restated from time to time. An amendment and restatement of the 2017 Employee Plan was approved by our Board of Directors in February 2023 and approved by our stockholders in April 2023 to, among other changes, increase the number of shares available to be issued by 6,070,000, from 8,000,000 to 14,070,000 shares. As of March 31, 2023, 1,429,141 shares of common stock remain available for future issuance, which excludes the 6,070,000 additional shares that were approved in April 2023. The 2017 ~~Employee~~Director Plan provides that a maximum of ~~8,000,000~~950,000 shares of our common stock may be issued, and as of ~~September 30, 2017, 6,606,181~~March 31, 2023,383,258 shares ~~of common stock remain available for future issuance. The 2017 Director Plan provides that a maximum of 450,000 shares of our common stock may be issued, and as of September 30, 2017, 401,128 shares~~ of common stock remain available for future issuance. For both the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2023 and 2022, we recognized $4$4 million ~~and $11 million, respectively,~~ of share-based compensation expense. As of ~~September 30, 2017,~~March 31, 2023, unrecognized compensation expense was ~~$24~~$32 million, which is expected to be recognized over a weighted-average period of ~~1.8~~2.1 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) for both the three months ended March 31, 2023 and 2022 was $6 million.

Performance Stock Units (“PSUs”) generally vest at the end of a ~~two or~~ three-year performance period and are subject to the achievement of a ~~performance measure~~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~~Nareit Lodging Resorts Index (that have a market capitalization in excess of $1$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%~~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, 2023, six of the eight Share Price Targets were achieved and thus 75% of the awards granted were vested.

Number of Shares

Weighted-Average Grant Date
Fair Value

Unvested at January 1, 2017

—

$
—

Granted

387,642

31.95

Vested

—

—

Forfeited

(1,932
)

31.90

Unvested at September 30, 2017

385,710

$
31.95

The grant date fair values of ~~these~~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:

⁽²⁾	~~Dividends are assumed to be reinvested in shares of our common stock and dividends will not be paid unless shares vest.~~

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

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016⁽¹⁾

2017

2016⁽¹⁾

(in millions, except per share amounts)

Numerator:

Net income attributable to stockholders⁽²⁾

$
103

$
34

$
2,565

$
116

Earnings allocated to participating securities

(1
)

—

(7
)

—

Net income attributable to stockholders net of earnings
allocated to participating securities

$
102

$
34

$
2,558

$
116

Denominator:

Weighted average shares outstanding - basic

214

198

210

198

Unvested restricted shares

1

—

—

—

Net effect of shares issued with respect to E&P Dividend⁽³⁾

—

—

4

—

Weighted average shares outstanding - diluted

215

198

214

198

Basic EPS⁽⁴⁾

$
0.48

$
0.17

$
12.16

$
0.59

Diluted EPS⁽⁴⁾

$
0.48

$
0.17

$
11.94

$
0.59


	Three Months Ended March 31,
	2023		2022
	(in millions, except per share amounts)
Numerator:
Net income (loss) attributable to stockholders, net of earnings allocated to participating securities	$	33	$	(57	)
Denominator:
Weighted average shares outstanding – basic		220		235
Unvested restricted shares		1		—
Weighted average shares outstanding – diluted		221		235

Earnings (loss) per share – Basic(1)	$	0.15	$	(0.24	)
Earnings (loss) per share – Diluted(1)	$	0.15	$	(0.24	)

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

⁽¹⁾	~~For 2016, basic and diluted earnings per share were calculated using the number of shares of common stock outstanding upon the completion of the spin-off.~~

⁽²⁾	Includes the derecognition of deferred tax liabilities for the three and nine months ended September 30, 2017 of $48 million and $2,360 million, respectively, associated with Park’s intention to be taxed as a REIT.

⁽³⁾	~~Shares issued in connection with the distribution of our C corporation earnings and profits attributable to the period prior to spin-off (“E&P Dividend”).~~

⁽⁴⁾	Per share amounts are calculated based on unrounded numbers and are calculated independently for each period presented, therefore, the sum of the quarterly EPS does not equal the EPS for the nine months.

Certain of our outstanding equity awards were excluded from the above calculation of EPS for the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2023 and 2022 because their effect would have been anti-dilutive.

Net Parent investment on our historical condensed combined consolidated balance sheets represent Hilton’s historical investment in us, the net effect of transactions with and allocations from Hilton and our accumulated earnings. Net transfers (to) from Parent are included within Net Parent investment. The components of the Net transfers (to) from Parent on the condensed combined consolidated statements of cash flows were:

Nine Months Ended September 30,

2017

2016

(in millions)

Cash pooling and general financing activities

$
(9
)

$
(4
)
Corporate allocations

—

44

Income taxes

—

127

Net transfers (to) from Parent

$
(9
)

$
167

As of ~~September 30, 2017,~~March 31, 2023, 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 (loss) before interest expense, taxes and depreciation and amortization (“EBITDA”). Hotel Adjusted EBITDA, presented herein, is calculated as EBITDA ~~further~~from hotel operations, adjusted to ~~exclude:~~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:

The following table presents revenues for our consolidated hotels reconciled to our ~~condensed combined~~ consolidated amounts and net income (loss) to Hotel Adjusted ~~EBITDA to net income:~~ EBITDA:


	Three Months Ended March 31,
	2023			2022
	(in millions)
Revenues:
Total consolidated hotel revenues	$	628		$	463
Other revenues		20			16
Total revenues	$	648		$	479

Net income (loss)	$	33		$	(56	)
Other revenues		(20	)		(16	)
Depreciation and amortization expense		64			69
Corporate general and administrative expense		16			16
Casualty loss		1			—
Other operating expenses		20			16
Gain on sales of assets, net		(15	)		—
Interest income		(10	)		—
Interest expense		60			62
Equity in earnings from investments in affiliates		(4	)		—
Income tax expense		2			—
Other gain, net		(1	)		(5	)
Other items		6			3
Hotel Adjusted EBITDA	$	152		$	89

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016⁽¹⁾

2017

2016⁽¹⁾

(in millions)

Revenues:

Total consolidated hotel revenue

$
685

$
667

$
2,096

$
2,047

Other revenue

3

4

9

10

Total revenues

$
688

$
671

$
2,105

$
2,057

Hotel Adjusted EBITDA

$
182

$
201

$
573

$
615

Other revenue

3

4

9

10

Impairment loss

—

—

—

(15
)
Depreciation and amortization expense

(74
)

(73
)

(217
)

(220
)
Corporate and other expense

(20
)

(21
)

(57
)

(56
)
Interest income

1

—

2

1

Interest expense

(32
)

(49
)

(93
)

(141
)
Equity in earnings from investments in affiliates

6

6

18

16

(Loss) gain on foreign currency transactions

(1
)

1

(4
)

—

Income tax benefit (expense)

44

(26
)

2,344

(79
)
Loss from hurricane damage

(2
)

—

(2
)

—

Other gains and losses

(2
)

(6
)

(3
)

(9
)
Net income

$
105

$
37

$
2,570

$
122

The following table presents total assets for our consolidated hotels, reconciled to ~~condensed combined consolidated amounts:~~total assets:

September 30, 2017

December 31, 2016

(in millions)

Consolidated hotels

$
9,710

$
9,747

All other

93

87

$
9,803

$
9,834

In September 2017, Hurricanes Irma and Maria caused damage and disruption at certain of our hotels in Florida and our hotel in Puerto Rico. The majority of our hotels in Florida sustained minor damage and remained open, while our two hotels in Key West sustained moderate damage and disruption and were closed for several weeks. Additionally, our one hotel in Puerto Rico sustained significant damage and the hotel currently remains closed. Our insurance coverage provides us with reimbursement for the replacement cost for the damage to these hotels, which includes certain clean-up and repair costs, exceeding the applicable deductibles. As of September 30, 2017, we had recognized a loss of $2 million resulting from these hurricanes included within other property-level operating expenses. Although the total amount of the damage has not yet been determined, we anticipate an additional loss of $15 million to $20 million representing losses up to the amount of our deductibles and an estimate of uninsured losses. Any gain resulting from insurance proceeds, including those for business interruption, will not be recognized until all contingencies have been resolved.

~~As of September 30, 2017,~~March 31, 2023, we had outstanding commitments under third-party contracts of approximately ~~$99~~$168 millionfor capital expenditures at ~~certain owned~~our properties, of which $51 million relates to projects at the Bonnet Creek complex, including the meeting space expansion project and ~~leased hotels.~~renovation of guestrooms, existing meeting space, lobbies, golf course and other recreational amenities, $39 million relates to the complete renovation of all guestrooms, public spaces, and hotel infrastructure at the Casa Marina Key West, Curio Collection, and $30 million relates to the Tapa Tower guestroom renovations at the Hilton Hawaiian Village Waikiki Beach Resort. 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. While the ultimate results~~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 ~~cannot~~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 ~~predicted~~apportioned to us under the spin-off agreements. In connection with ~~certainty,~~our obligation to indemnify Hilton under the spin-off agreements, we ~~expect that the ultimate resolution of all pending or threatened claims and litigation~~have reserved approximately$8 million as of ~~September 30, 2017 will not have a material effect on our condensed combined consolidated results~~March 31, 2023 related to litigation with respect to an audit by the Australian Tax Office (“ATO”) of ~~operations, financial position or cash flows.~~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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of ~~our~~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 ~~combined~~ 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, ~~2016 and with Exhibit 99.1 to our Current Report on Form 8-K filed May 5, 2017.~~2022.

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 our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, including anticipated repayment of certain of the Company's indebtedness, the completion of capital allocation priorities, the expected repurchase of the Company's stock, the impact to our business and financial condition and that of our hotel management companies, the impact from macroeconomic factors (including inflation, increases in interest rates, potential economic slowdown or a recession and geopolitical conflicts), the effects of competition, ~~and~~ the effects of future legislation or regulations, the expected completion of anticipated dispositions, the declaration and payment 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.

~~Forward-looking~~ You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and ~~assumptions. Actual~~other factors which are, in some cases, beyond our control and which could materially affect our results ~~may~~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 ~~those~~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 ~~risk~~risks and uncertainties in Item 1A: “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2022, 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.

We have a diverse ~~global~~ portfolio of iconic and market-leading hotels and resorts with significant underlying real estate value. We currently hold investments in entities that have ownership or leasehold interests in 6746 hotels, consisting of premium-branded hotels and resorts with over ~~35,000~~29,000 rooms, of which ~~over 85%~~approximately 88% are luxury and upper upscale ~~and nearly 90% are located in the U.S. Luxury and upper upscale refers to luxury hotels and upper upscale hotels as~~(as defined by Smith Travel ~~Research.~~Research) and are located in prime U.S. markets and its territories. Our high-quality portfolio includes hotels mostly in major urban and convention areas, such as New York City, Washington, D.C., Chicago, San Francisco, Boston, New Orleans and ~~New Orleans;~~Denver; and premier resorts in key leisure destinations, including Hawaii, Orlando, ~~and~~ Key ~~West; and a number of hotels adjacent to major gateway airports, such as Los Angeles International, Chicago O’Hare, Boston Logan~~West and Miami ~~Airport,~~Beach; as well as hotels in select airport and ~~select~~ 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. ~~We consider our~~Our consolidated hotels ~~to be~~operating segment is our only reportable segment. Total hotel revenue includes rooms, food and beverage and other revenue, excluding revenue from our laundry business and other miscellaneous revenue, from both our comparable and non-comparable consolidated hotels.

On January 3, 2017, Hilton Worldwide Holdings Inc. (“Hilton” or “Parent”) completed the spin-off of a portfolio of hotels and resorts that resulted in the establishment of Park Hotels & Resorts Inc. (“we,” “us,” “our” or the “Company”) as an independent, publicly traded company. As a result of the agreements we entered into in connection with the spin-off and our intention to elect to be taxed as a REIT, the below items affected the comparability of our results of operations.

In connection with the spin-off, we entered into agreements, including long-term hotel management and franchise agreements, with our hotel managers that have either not existed historically, or that are on different terms than the terms of the arrangement or agreements that existed prior to the spin-off. Our historical condensed combined consolidated financial statements do not reflect the effect of these new or revised agreements and our historical expenses, including corporate and other expense and management fee

expense, may not be reflective of our condensed combined consolidated results of operations, financial position and cash flows had we been a stand-alone company during the periods discussed in our “Results of Operations” section.

We intend to elect to be taxed as a REIT for U.S. federal income tax purposes for our tax year beginning January 4, 2017. We are currently organized and operate consistent with the requirements to be a REIT and we expect to continue to be organized and operate so as to qualify as a REIT. So long as we qualify as a REIT, except as it relates to our U.S. taxable REIT subsidiaries, we generally will not be subject to U.S. federal income tax on income that we distribute annually to our stockholders. In order to qualify as a REIT, we must continually satisfy tests concerning, 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 and the diversity of ownership of our stock. In order to comply with REIT requirements, we may need to forego otherwise attractive opportunities and limit our expansion opportunities and the manner in which we conduct our operations.

We expect to make distributions to our stockholders in amounts that equal or exceed the requirements to qualify and maintain our qualification as a REIT. Prior to making any distributions, we must first satisfy our operating and debt service obligations. Although we currently anticipate that our estimated cash available for distribution will exceed the REIT annual distribution requirements (including to avoid corporate level taxation), it is possible that it would be necessary to utilize cash reserves, liquidate assets at unfavorable prices or incur additional indebtedness in order to make required distributions.

The condensed combined 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”). The historical condensed combined consolidated financial statements represent the financial position and results of operations of a combination of entities under common control that were “carved out” of Hilton’s consolidated financial statements and reflect significant assumptions and allocations. References to “historical” periods within this Quarterly Report on Form 10-Q are for periods prior to the spin-off date of January 3, 2017. Refer to Note ~~2: “Basis of Presentation and Summary of Significant Accounting Policies”~~10: “Business Segment Information” in our unaudited condensed ~~combined~~ consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional ~~information.~~information regarding our operating segments.

In February 2023, we sold the 508-room Hilton Miami Airport hotel for gross proceeds of ~~comprehensive income include the results of operations~~$118.25 million, or $233,000 per key, and utilized a portion of the ~~DoubleTree Hotel Missoula/Edgewater and~~net proceeds to fully repay the $50 million outstanding under our revolving credit facility ("Revolver").

In March 2023, we purchased two parcels of land, including all improvements, adjacent to the Hilton ~~Templepatrick Hotel & Country Club~~Hawaiian Village Waikiki Beach Resort, for approximately $18 million, including transaction costs. We accounted for the ~~three~~purchase as an acquisition of an asset, and ~~nine~~we intend to develop an additional tower on the acquired parcels as part of the Hilton Hawaiian Village Waikiki Beach Resort.

During the three months ended ~~September 30, 2016. In September 2016,~~March 31, 2023, we ~~distributed interests in entities with ownership interests in these two~~repurchased approximately 8.8 million shares of our common stock for a total purchase price of $105 million.

Current economic challenges have affected discretionary spending and travel, including supply chain disruptions and increased inflation. Inflationary concerns may affect both consumer sentiment and demand for travel, as well as increase labor or other costs to maintain or operate hotels ~~as they were not retained by us after~~that cannot be reduced without adversely affecting business growth or hotel value. However, we have relied on the spin-off. Accordingly, these hotels were not reflected in our condensed combined consolidated financial statements from and after such distribution. These hotels were not material to our results of operations in the historical periods reflected in the condensed combined consolidated statements of comprehensive income included in this Quarterly Report on Form 10-Q.

~~In September 2017, Hurricanes Irma and Maria caused damage and disruption at certain~~performance of our hotels and active asset management to mitigate the effects of inflation and current macroeconomic uncertainty, including recent pressures on the banking and financial industry. During the first quarter of 2023, we have continued to experience improvements in ~~Florida~~leisure, group and business transient demand, including our urban hotels. While there can be no assurances that we will not experience further fluctuations in hotel ~~in Puerto Rico.~~ ~~The majority of~~revenues or earnings at our hotels due to inflation and other macroeconomic factors, such as increases in ~~Florida sustained minor damage~~interest rates, potential economic slowdown or a recession and ~~remained open, while our two hotels in Key West sustained moderate damage and disruption and were closed for several weeks. Additionally, our one hotel in Puerto Rico sustained significant damage and~~geopolitical conflicts, we expect the hotel currently remains closed. We expect that insurance proceeds, excluding any applicable insurance deductibles, will be sufficient to cover a significant portion of the property damage to the hotels and the near-term loss of business. Refer to Note 12: “Commitments and Contingencies” in our unaudited condensed combined consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information.

As these hurricanes occurred towards the end of the quarter, there was not a material effect on the result of our operations for the three or nine months ended September 30, 2017. We expect our hotel in Puerto Ricopositive momentum to continue through the remainder of 2023 based on current demand trends and as demand from international travel is expected to ~~experience~~improve during the ~~effects from business interruption for the duration~~second half of ~~the year ended December 31, 2017; therefore, the results of operations are presented as non-comparable.~~2023.

We present certain data for our hotels on a comparable hotel basis as supplemental information for investors. We define our comparable hotels as those that: (i) were active and operating in our portfolio since January 1st of the previous year; and (ii) have not sustained substantial property damage, business interruption, undergone large-scale capital projects or for which comparable results are not available. We present comparable hotel results to help us and our investors evaluate the ongoing operating performance of our comparable hotels.

Of our 58 hotels that we consolidated as of September 30, 2017, 55 hotels have been classified as comparable hotels. Due to the conversion, or planned conversions, of a significant number of rooms at the Hilton Waikoloa Village in 2017 and Embassy Suites Washington DC Georgetown in 2016 to Hilton Grand Vacations (“HGV”) timeshare units, and due to the effects of the hurricane at the Caribe Hilton in Puerto Rico and the expected continued effects from business interruption during the remainder of 2017 and well into 2018, the results from these properties were excluded from our comparable hotels. Our comparable hotels as of September 30, 2016 also exclude the DoubleTree Hotel Missoula/Edgewater and the Hilton Templepatrick Hotel & Country Club, as these hotels were not retained by us as part of the spin-off.

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. ~~Management uses~~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 ~~Average Daily Rate (“ADR”~~average daily rate ("ADR") levels as demand for rooms increases or decreases.

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.

~~We calculate~~ Revenue per ~~Available Room (“RevPAR”~~available room ("RevPAR") ~~by dividing~~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 for comparable hotels.~~periods.

References to RevPAR, ADR and occupancy are presented on a comparable basis and references to RevPAR and ADR are presented on a currency neutral basis (prior periods are reflected using current period exchange rates), unless otherwise noted.

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.

EBITDA, ~~Adjusted EBITDA, Hotel~~ Adjusted EBITDA and Hotel Adjusted EBITDA ~~Margin~~

EBITDA, presented herein, reflects net income (loss) excluding depreciation and amortization, interest income, interest expense, income taxes and also interest expense, income tax and depreciation and amortization included in equity in earnings (losses) from investments in affiliates.

Adjusted EBITDA, presented herein, is calculated as EBITDA, further adjusted to ~~exclude:~~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:

Hotel Adjusted EBITDA measures hotel-level results before debt service, depreciation and corporate expenses for our consolidated hotels, ~~including both comparable and non-comparable hotels but excluding~~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.

~~Hotel Adjusted~~ EBITDA, ~~margin, is calculated as Hotel Adjusted EBITDA divided by total hotel revenue.~~

~~EBITDA, Adjusted EBITDA, Hotel~~ Adjusted EBITDA and Hotel Adjusted EBITDA ~~margin~~ are not recognized terms under U.S. GAAP and should not be considered as alternatives to net income (loss) or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, our definitions of EBITDA, Adjusted EBITDA ~~Hotel Adjusted EBITDA~~ and Hotel Adjusted EBITDA ~~margin~~ may not be comparable to similarly titled measures of other companies.

We believe that EBITDA, Adjusted EBITDA ~~Hotel Adjusted EBITDA~~ and Hotel Adjusted EBITDA ~~margin~~ provide useful information to investors about us and our financial condition and results of operations for the following reasons: (i) EBITDA, Adjusted EBITDA ~~Hotel Adjusted EBITDA~~ and Hotel Adjusted EBITDA ~~margin~~ 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 ~~Hotel Adjusted EBITDA~~ and Hotel Adjusted EBITDA ~~margin~~ 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, Hotel~~ Adjusted EBITDA and Hotel Adjusted EBITDA ~~margin~~ have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss) or other methods of analyzing our operating performance and results as reported under U.S. GAAP. Some of these limitations are:

We do not use or present EBITDA, Adjusted EBITDA ~~Hotel Adjusted EBITDA~~ and Hotel Adjusted EBITDA ~~margin~~ 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. Some of these limitations are:

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.

The following table provides a reconciliation of Net income (loss) to Hotel Adjusted EBITDA:

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

(in millions)

Net income

$
105

$
37

$
2,570

$
122

Depreciation and amortization expense

74

73

217

220

Interest income

(1
)

—

(2
)

(1
)
Interest expense

32

49

93

141

Income tax (benefit) expense

(44
)

26

(2,344
)

79

Interest expense, income tax and depreciation and
amortization included in equity in earnings from
investments in affiliates

6

6

18

19

EBITDA

172

191

552

580

Gain on sale of assets, net

—

—

—

(1
)
Loss (gain) on foreign currency transactions

1

(1
)

4

—

Transition costs

3

—

5

—

Share-based compensation expense

3

—

10

—

Impairment loss

—

—

—

15

Loss from hurricane damage

2

—

2

—

Other gains and losses

2

9

4

20

Adjusted EBITDA

183

199

577

614

Less: Adjusted EBITDA from investments in affiliates

11

11

35

34

Less: All other⁽¹⁾

(10
)

(13
)

(31
)

(35
)
Hotel Adjusted EBITDA

$
182

$
201

$
573

$
615

⁽¹⁾Includes ~~EBITDA from our laundry business~~other revenues and ~~certain~~other expenses, non-income taxes on TRS leases included in other property-level expensesand corporate general and administrative expenses.

~~NAREIT~~Nareit FFO attributable to stockholders and Adjusted FFO attributable to stockholders

We present ~~NAREIT~~Nareit FFO attributable to stockholders and ~~NAREIT~~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”~~Nareit”), as net income ~~or loss~~(loss) attributable to stockholders (calculated in accordance with U.S. GAAP), excluding depreciation and amortization, gains or losses on sales of assets, impairment, and the cumulative effect of changes in accounting principles, plus adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect our pro rata share of the FFO of those entities on the same basis. As noted by ~~NAREIT~~Nareit in its ~~April 2002 “White~~December 2018 “Nareit Funds from Operations White Paper ~~on Funds From Operations,~~– 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~~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~~Nareit FFO per diluted share as our ~~NAREIT~~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 ~~management believes~~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~~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:

The following table provides a reconciliation of ~~net~~Net income (loss) attributable to stockholders to ~~NAREIT~~Nareit FFO attributable to stockholders and Adjusted FFO attributable to stockholders:

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

(in millions)

Net income attributable to stockholders

$
103

$
34

$
2,565

$
116

Depreciation and amortization expense

74

73

217

220

Depreciation and amortization expense attributable to
noncontrolling interests

(1
)

(1
)

(3
)

(3
)
Gain on sale of assets, net

—

—

—

(1
)
Impairment loss

—

—

—

15

Equity investment adjustments:

Equity in earnings from investments in affiliates

(6
)

(6
)

(18
)

(16
)
Pro rata FFO of investments in affiliates

8

10

26

29

NAREIT FFO attributable to stockholders

178

110

2,787

360

Loss (gain) on foreign currency transactions

1

(1
)

4

—

Transition costs

3

—

5

—

Share-based compensation expense

3

—

10

—

Loss from hurricane damage

2

—

2

—

Other gains and losses⁽¹⁾

(46
)

—

(2,356
)

—

Adjusted FFO attributable to stockholders

$
141

$
109

$
452

$
360

NAREIT FFO per share - Diluted⁽²⁾

$
0.83

$
0.55

$
13.00

$
1.82

Adjusted FFO per share - Diluted⁽²⁾

$
0.66

$
0.54

$
2.11

$
1.82

~~The following tables set forth data for our 2017 comparable hotels by geographic market as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016:~~

As of
September 30, 2017

Three Months Ended September 30, 2017

Three Months Ended September 30, 2016

Percent
Change in

Market

No. of Hotels

No. of��Rooms

ADR

Occupancy

RevPAR

ADR

Occupancy

RevPAR

RevPAR

Hawaii

1

2,860

$
271.44

95.7
%

$
259.74

$
266.02

96.1
%

$
255.69

1.6
%
Northern California

7

4,513

240.54

91.4

219.84

234.90

89.1

209.37

5.0

Florida

6

3,294

164.75

75.2

123.93

164.87

76.1

125.52

(1.3
)
Other

16

5,803

169.37

79.4

134.56

165.80

80.3

133.15

1.1

New Orleans

2

1,939

139.75

70.8

98.94

145.44

70.5

102.60

(3.6
)
Chicago

4

2,743

183.22

82.9

151.82

192.33

83.9

161.27

(5.9
)
New York

1

1,907

289.84

88.9

257.62

292.71

95.4

279.35

(7.8
)
Southern California

4

1,304

185.48

91.3

169.36

188.16

89.2

167.91

0.9

Washington, D.C.

2

1,085

157.23

79.6

125.15

152.67

82.0

125.13

0.0

Total Domestic

43

25,448

$
205.28

83.9
%

$
172.19

$
204.53

84.4
%

$
172.67

(0.3
)%
Total International

12

2,698

$
143.61

79.7
%

$
114.39

$
141.80

78.9
%

$
111.89

2.2
%
All Markets

55

28,146

$
199.65

83.5
%

$
166.66

$
198.88

83.9
%

$
166.85

(0.1
)%

As of
September 30, 2017

Nine Months Ended September 30, 2017

Nine Months Ended September 30, 2016

Percent
Change in

Market

No. of Hotels

No. of Rooms

ADR

Occupancy

RevPAR

ADR

Occupancy

RevPAR

RevPAR

Hawaii

1

2,860

$
258.69

94.3
%

$
243.92

$
250.44

94.7
%

$
237.21

2.8
%
Northern California

7

4,513

237.19

85.9

203.72

239.26

86.6

207.14

(1.7
)
Florida

6

3,294

205.89

82.3

169.47

204.88

81.3

166.54

1.8

Other

16

5,803

166.31

79.2

131.77

159.63

79.7

127.29

3.5

New Orleans

2

1,939

175.59

75.0

131.68

177.84

75.9

134.97

(2.4
)
Chicago

4

2,743

176.47

75.9

134.02

179.38

75.6

135.53

(1.1
)
New York

1

1,907

277.77

85.2

236.56

279.48

87.8

245.51

(3.6
)
Southern California

4

1,304

173.61

87.3

151.53

170.90

87.7

149.93

1.1

Washington, D.C.

2

1,085

172.35

80.7

139.03

163.95

81.3

133.26

4.3

Total Domestic

43

25,448

$
207.23

82.7
%

$
171.48

$
205.22

83.2
%

$
170.70

0.5
%
Total International

12

2,698

$
137.93

74.0
%

$
102.10

$
138.34

73.8
%

$
102.10

(0.0
)%
All Markets

55

28,146

$
201.23

81.9
%

$
164.83

$
199.48

82.3
%

$
164.13

0.4
%

During the three months ended September 30, 2017, our domestic hotels experienced a decline in RevPAR of 0.3%, as compared to the three months ended September 30, 2016. Our New York hotel experienced a decline in RevPAR of 7.8% attributable to weak group demand contributing to a decrease in ADR and occupancy coupled with disruption from a rooms renovation during the third quarter. Our Chicago hotels experienced a decline in RevPAR of 5.9%, primarily attributable to a decline in ADR from a decrease in group business. Our New Orleans hotels had a decrease in RevPAR of 3.6%, primarily attributable to the effects of Hurricane Harvey coupled with a decrease in group business. Our Florida hotels experienced a decline in RevPAR of 1.3%, primarily attributable to the effects of Hurricane Irma at our Key West Hotels, partially offset by an increase in both ADR and occupancy at our Orlando area hotels. The overall decline in RevPAR for our domestic hotels was partially offset by an increase in RevPAR for our Northern California and Hawaii hotels. Our Northern California hotels experienced increases in both ADR and occupancy, primarily from increased group demand, which also contributed to improved rates and the increase at our Hawaii hotel was primarily attributable to increases in ADR from improved transient demand.

During the nine months ended September 30, 2017, our domestic hotels experienced RevPAR growth of 0.5%, as compared to the nine months ended September 30, 2016, attributable to an increase in ADR of 1.0%. Our Washington, D.C. hotels led RevPAR growth with an increase in ADR due to increased demand during the inauguration and related political events in the first quarter. RevPAR in Hawaii increased primarily due to an increase in ADR from group business and improved transient demand. The overall increase in RevPAR at our domestic hotels was partially offset by declines in RevPAR in New York and Northern California. Our New York hotel experienced a decline in RevPAR of 3.6% primarily attributable to a decline in ADR and occupancy resulting from disruption from renovations during the year coupled with reduced demand in the market. Our Northern California hotels experienced declines in RevPAR, attributable to declines in both ADR and occupancy. The decrease in ADR and occupancy in Northern California was a result of the Super Bowl taking place in San Francisco in January 2016, disruption from renovation of rooms during the first quarter of 2017 and decreased demand in the first half of 2017 associated with the renovations at the Moscone Convention Center, partially offset by increased group demand in the third quarter of 2017 when compared to the third quarter of 2016.

On a currency neutral basis, our international hotels experienced an increase in RevPAR of 2.2% during the three months ended September 30, 2017, and remained flat during the nine months ended September 30, 2017. Our United Kingdom hotels experienced growth in ADR during the three and nine months ended September 30, 2017, as fears over the United Kingdom leaving the European Union have stabilized, which was partially offset by a decline in ADR and occupancy in Brazil as a result of decreased group business and loss of contract revenue.

~~The following tables set forth data for our 2017 comparable hotels by hotel type as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016:~~

During the three months ended September 30, 2017, our airport hotels experienced an increase in RevPAR of 1.7%, attributable to an increase in ADR. This growth was offset by a decrease in RevPAR at our urban hotels of 0.8%, negatively affected by the declines in New Orleans and Chicago discussed above, and a decline in RevPAR of 0.4% at our resort hotels attributable to the effects from Hurricane Irma to our Key West hotels.

During the nine months ended September 30, 2017, our airport hotels led the portfolio with RevPAR growth of 3.0%, primarily attributable to an increase in ADR of 4.2%. Our resort hotels experienced RevPAR growth of 2.1%, attributable to an increase in ADR at our Hawaii hotel discussed above partially offset by the impacts of Hurricane Irma to our Key West hotels. RevPAR growth at our suburban hotels of 1.0% was attributable to increases in ADR and occupancy. Our urban hotels experienced a decline in RevPAR of 2.0% primarily as a result of the decreases in New York and San Francisco discussed above, partially offset by the increase in Washington D.C. discussed above.

~~The following items~~Property dispositions have had a significant effect on the year-over-year comparability of our operations ~~and are~~as further ~~discussed~~illustrated in the ~~sections below:~~

~~The following tables reflect certain significant operating results:~~market-specific conditions discussed below.

~~During~~Group, transient, contract and other rooms revenue for the three ~~and nine~~ months ended ~~September 30, 2017, comparable Hotel Adjusted EBITDA margin decreased 350 basis points and 300 basis points, respectively,~~March 31, 2023, as well as the change for each segment compared to the same ~~periods~~period in ~~2016,~~2022 are as follows:

(1) Change from other factors primarily relates to the market-specific conditions discussed below.

The increases in hotel revenues and operating expenses from ~~the effect~~other factors were primarily a result of ~~new management agreements~~significant occupancy and ADR increases in certain ~~other agreements entered into in connection with the spin-off.~~

~~For a discussion~~ of ~~comparable hotel RevPAR see “—Comparable Hotel Data.”~~

~~During~~our largest markets during the three ~~and nine~~ months ended ~~September 30, 2017 comparable food and beverage revenue increased $6 million and $25 million, respectively,~~March 31, 2023 compared to the same ~~periods~~period in ~~2016 primarily due~~2022, with our San Francisco, Hawaii and New York markets experiencing the most significant changes. Combined occupancy and ADR at our San Francisco hotels increased 23.3 percentage points and 45.7%, respectively, for the three months ended March 31, 2023 compared to the same period in 2022, as a result of an increase in both ~~banquet~~group and ~~catering revenue~~transient demand, coupled with the reopening of Parc 55 San Francisco - a Hilton Hotel in May 2022. Combined occupancy and ADR at our ~~food~~two Hawaii hotels increased 10.6 percentage points and ~~beverage outlets as a result of increased group business.~~

~~During~~10.4%, respectively, for the three ~~and nine~~ months ended ~~September 30, 2017, comparable other hotel revenue increased $16 million and $33 million, respectively,~~March 31, 2023 compared to ~~the~~ same ~~periods~~period in ~~2016,~~2022, driven by an increase in domestic transient demand primarily ~~due to increases of $12 million and $31 million, respectively, in revenue~~ at the Hilton Hawaiian Village Waikiki Beach Resort, ~~earned~~which experienced increases in both occupancy and ADR of 12.3 percentage points and 13.5%, respectively. The New York Hilton Midtown benefited from ~~a services agreement entered into with HGV~~increases in ~~connection with the spin-off.~~

~~During~~transient demand resulting in increases in occupancy and ADR of 35.2 percentage points and 4.2%, respectively, for the three ~~and nine~~ months ended ~~September 30, 2017, comparable food and beverage expense increased $4 million and $12 million, respectively,~~March 31, 2023 compared to the same period in ~~2016. The increase during the nine months ended September 30, 2017 was primarily a result of increases in our costs associated with increased volume in both our banquet~~2022.

Other revenue and ~~catering business and at our food and beverage outlets.~~Other operating expense

During the three ~~and nine~~ months ended ~~September 30, 2017, comparable~~ March 31, 2023, other ~~departmental~~revenue and ~~support~~other operating expense both increased ~~$18~~by $4 million and $45 million, respectively, compared to the same periods in 2016, primarily as a result of increases of $11 million and $28 million, respectively, in expenses related to the services agreement entered into with HGV in connection with the spin-off.

During the three and nine months ended September 30, 2017, comparable other property level expense increased $5 million and $8 million, respectively, compared to the same periods in 2016 primarily as a result of increased property taxes of $6 million and $7 million, respectively.

~~During the three and nine months ended September 30, 2017, comparable management fees expense increased $12 million and $33 million, respectively,~~ compared to the same period in ~~2016. In connection with the spin-off, we entered into new management agreements resulting in the~~2022, primarily due to increases in ~~management fees.~~support services revenue and expense from the hotels that have service arrangements with Hilton Grand Vacations.

During the ~~nine~~three months ended ~~September 30, 2016,~~March 31, 2023, we recognized ~~an impairment~~a net gain of $15 million ~~for certain hotel intangibles~~from the sale of one consolidated hotel.

Interest income increased $10 million during the three months ended March 31, 2023 compared to the same period in 2022 as a ~~significant decline~~result of an increase in ~~market value of those assets. We did not recognize any impairment~~cash coupled with an increase in interest rates.

Interest expense decreased during the three ~~and nine~~ months ended ~~September 30, 2017.~~

~~In connection with~~March 31, 2023 compared to the ~~spin-off, we refinanced certain of our outstanding debt, resulting~~same period in ~~a decrease in interest expense, summarized below:~~

Prior to January 4, 2017, we were subject to corporate income taxes at an effective federal, state and foreign tax rate of 39%. For the three and nine months ended September 30, 2017, we recognized an income tax benefit of approximately $48 million and $2,360 million, respectively,2022 as a result of the ~~derecognition~~full repayments in December 2022 of ~~certain deferred tax liabilities associated with~~ our ~~intention to be taxed as a REIT. The income tax benefit was~~unsecured delayed draw term loan facility ("2019 Term Facility") and $26 million mortgage loan secured by the Hilton Checkers, partially offset by ~~income tax~~$50 million of borrowings under our Revolver in December 2022, which was subsequently repaid in February 2023. Interest expense associated with our ~~foreign REIT operations and taxable REIT subsidiaries of $4 million and $16 million~~debt for the three ~~and nine~~ months ended March 31, 2023 and 2022 were as follows:

(3) 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”) in May 2020 issued an aggregate of $650 million of senior notes due 2025 (“2025 Senior Notes”) and in September ~~30, 2017, respectively.~~2020 issued an aggregate of $725 million of senior notes due 2028 (“2028 Senior Notes”) and in May 2021 issued an aggregate of $750 million of senior notes due 2029 ("2029 Senior Notes"), collectively referred to as the "Senior Notes".

We seek to maintain sufficient amounts of liquidity with an appropriate balance of cash, debt and equity to provide financial flexibility. As of ~~September 30, 2017,~~March 31, 2023, we had total cash and cash equivalents of ~~$377~~$842 million ~~including $20~~and $33 million of restricted cash. Restricted cash primarily ~~relates to~~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 2023, we continued to experience improvements in leisure, group and business transient demand across our portfolio and expect the positive momentum to continue through the remainder of 2023 based on current demand trends and as demand from international travel is expected to improve during the second half of 2023. We continue to mitigate the effects of macroeconomic and inflationary pressures through active asset management.

With approximately $950 million available under our Revolver and $842 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 year and beyond. We have no significant maturities in 2023, except for the $725 million mortgage loan secured by the Hilton San Francisco Union Square and the Parc 55 Hotel San Francisco due in November 2023, which we expect to address by the end of the second quarter of 2023. We expect to fully repay the $75 million mortgage loan secured by the W Chicago – City Center, due in August 2023, prior to maturity with available cash on hand. Additionally, in February 2023, we fully repaid the $50 million outstanding under our Revolver with net proceeds from the sale of the Hilton Miami Airport hotel, which was sold for gross proceeds of $118.25 million, with the remaining proceeds used for general corporate purposes and stock repurchases. 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 no assurance as to the timing of any such issuance, which may be in the near term, or that any such additional financing will be completed on favorable terms, or at all.

Our known short-term liquidity requirements primarily consist of funds necessary to pay for operating expenses and other expenditures, including reimbursements to our hotel manager for payroll and related benefits, ~~legal costs,~~ costs associated with the operation of our hotels, interest and ~~scheduled~~contractually due principal payments on our outstanding indebtedness, ~~(including $55 million for the repayment of our unsecured notes due in December 2017),~~ capital expenditures for in-progress renovations and maintenance at our hotels, corporate general and administrative expenses and dividends to our stockholders. 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 $168 million for capital expenditures at our properties, of which $51 million relates to projects at the Bonnet Creek complex, including the meeting space expansion project and renovation of guestrooms, existing meeting space, lobbies, golf course and other recreational amenities, $39 million relates to the complete renovation of all guestrooms, public spaces and hotel infrastructure at the Casa Marina Key West, Curio Collection, and $30 million relates to the Tapa Tower guestroom renovations at the Hilton Hawaiian Village Waikiki Beach Resort. 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 aan FF&E reserve, unless such amounts have been incurred.

We finance our business activities primarily with existing cash and cash generated from our operations. We believe that this cash will be adequate to meet anticipated requirements for operating expenses and other expenditures, including payroll and related benefits, legal costs and capital expenditures for the foreseeable future. Our cash management objectives ~~are~~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.

In February 2023, our Board of Directors terminated a previous stock repurchase program that was approved in February 2022 (the "February 2022 Stock Repurchase Program") and authorized and approved a new stock repurchase program allowing us to repurchase up to $300 million of our common stock over a two-year period ending in February 2025 (the "February 2023 Stock Repurchase Program" and collectively with the February 2022 Stock Repurchase Program the "Stock Repurchase Programs"), subject to any applicable limitations or restrictions set forth in our credit facility and indentures related to our Senior Notes. Stock repurchases may be made through open market purchases, including through Rule 10b5-1 trading programs, in privately negotiated transactions, or in such other manner that would comply with applicable securities laws. The timing of any future stock repurchases and the number of shares to be repurchased will depend upon prevailing market conditions and other factors, and we may suspend the repurchase program at any time. During the three months ended March 31, 2023, we repurchased in aggregate under the Stock Repurchase Programs approximately 8.8 million shares of our common stock for a total purchase price of $105 million. As of March 31, 2023, $225 million remained available for stock repurchases under the February 2023 Stock Repurchase Program.

The following tables summarize our net cash flows and key metrics related to our liquidity:

Cash flow from operating activities are primarily generated from the operating income generated at our hotels.

The ~~$164~~$60 million increase in net cash provided by operating activities for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2023 compared to the ~~nine~~three months ended ~~September 30, 2016~~March 31, 2022 was primarily due to ~~lower income tax payments of $112 million and a $42 million decrease~~an increase in cash ~~paid~~from operations as a result of an increase in occupancy at our hotels.

The $49 million in net cash provided by investing activities for ~~interest.~~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.

The ~~$29~~$21 million ~~decrease~~ in net cash used in investing activities for the ~~nine~~three months ended ~~September 30, 2017 compared~~March 31, 2022 was attributable to ~~the nine months ended September 30, 2016 was primarily due to a $45 million decrease in~~ capital expenditures for property and equipment. Additionally, during the nine months ended September 30, 2016, we received $14 million as a return on an escrow deposit we had placed on a potential acquisition.expenditures.

The ~~$447~~$217 million ~~increase~~ in net cash used in financing activities for the ~~nine~~three months ended ~~September 30, 2017 compared to the nine months ended September 30, 2016~~March 31, 2023 was primarily attributable to ~~$294~~the repurchase of approximately 8.8 million shares of our common stock for $105 million, $56 million of dividends paid ~~during~~and $52 million of debt repayments.

The $69 million in net cash used in financing activities for the ~~nine~~three months ended ~~September 30, 2017, including $110 million of cash dividends paid in connection with the distribution of our C corporation earnings and profits~~March 31, 2022 was primarily attributable to the ~~period prior to spin-off and $184~~repurchase of approximately 3.4 million shares of our common stock for our quarterly dividend. Additionally, activity occurred during the nine months ended September 30, 2016 that did not occur during the nine months ended September 30, 2017. In 2016, we received contributions from Parent of $987 million in connection with the spin off and $167 million in net transfers from Parent, partially offset by a $991 million partial prepayment on the 2013 CMBS Loan.$61 million.

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 ~~gain,~~gains, to our stockholders on an annual basis. Therefore, as a general matter, after consideration of the allowable use of our net operating loss carryforward, 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 not be required to pay tax on our income. Consequently, before consideration of the use of any net operating loss carryforward, 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.

~~Exclusive of the dividends paid in connection with the distribution of our C Corporation earnings and profits attributable to the period prior to spin-off, we have~~We declared ~~or paid~~ the following ~~regular quarterly~~ dividends to holders of our common stock during ~~2017:~~

As of ~~September 30, 2017,~~March 31, 2023, our total indebtedness was approximately $3$4.6 billion, including approximately $2.1 billion of our Senior Notes, and excluding approximately ~~$215~~$169 million of our share of debt offrom investments in affiliates. Substantially all of the debt of such unconsolidated affiliates is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us. ~~For further information on our total indebtedness, refer~~Refer to Note 5:6: “Debt” in our unaudited condensed ~~combined~~ consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information.

Our off-balance sheet arrangements as of September 30, 2017 included construction contract commitments of approximately $99 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.

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 ~~combined~~ consolidated financial statements and accompanying footnotes. We have discussed those ~~policies and~~ 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, ~~2016,~~2022, filed with the Securities and Exchange Commission ~~(“SEC”)~~ on ~~March 2, 2017, and in Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on May 5, 2017.~~February 23, 2023. There have been no material changes to our critical accounting policies or the methods or assumptions we ~~apply under them.~~apply.

We are exposed to market risk primarily from changes in interest ~~rates and foreign currency exchange~~ rates, which may affect our future income, cash flows and fair value, depending on changes to interest ~~rates and/or foreign exchange~~ rates. In certain situations, we may seek to reduce cash flow volatility associated with changes in interest ~~rates or foreign exchange~~ rates by entering into financial arrangements intended to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged. Our exposure to market risk has not materially changed from what we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.

Our management has evaluated, under the supervision and with the participation of ~~our~~the Company's Chief Executive Officer and Chief Financial Officer, the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), as required by paragraph (b) of Rules 13a-15 and 15d-15 of the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of ~~September 30, 2017,~~March 31, 2023, 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.

There ~~has been~~were no ~~change~~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.

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.

There have been no material changes from the risk factors previously disclosed in response to ~~“Part~~“Part I – Item 1A. Risk ~~Factors”~~Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2022.

Item 2. Unregistered Sales of Equity ~~Securities.~~Securities and Use of Proceeds

On June 7, 2017, certain selling stockholders affiliated with The Blackstone Group L.P. (the “Selling Stockholders”) sold 15,000,000 shares of our common stock at a price of $26.15 per share in a bought deal. We did not receive any proceeds from the offering of shares by the Selling Stockholders.None.

During the three months ended March 31, 2023, repurchases made pursuant to our stock repurchase programs were as follows:

(1) The number of shares purchased represents shares of common stock repurchased under the applicable previously announced stock repurchase programs as well as shares of common stock surrendered by certain of our employees to satisfy their federal and state tax obligations associated with the vesting of restricted common stock.

(2) The weighted average price paid per share for shares of common stock surrendered by certain employees is based on the closing price of our common stock on the trading date immediately prior to the date of delivery of the shares. The weighted average price paid per share for shares repurchased excludes commissions paid.

(3) The stock repurchase program authorized on February 25, 2022, which allowed for the repurchase of up to $300 million of our common stock, was terminated on February 17, 2023 upon the authorization of a new $300 million stock repurchase program, which expires on February 21, 2025.

~~Requirements for Stockholder Proposals to Be Considered for Inclusion in our 2018 Proxy Materials.~~ We have scheduled our 2018 Annual Meeting of stockholders (the “2018 Annual Meeting”) for April 27, 2018. The date of the 2018 Annual Meeting represents a change of more than 30 days from the anniversary of our 2017 Annual Meeting of stockholders, which was held on July 28, 2017. As a result, pursuant to Rule 14a-8 under the Exchange Act, we have set a new deadline for the submission of stockholder proposals submitted pursuant to Rule 14a-8 for inclusion in our proxy statement for the 2018 Annual Meeting. The new deadline for the submission of such stockholder proposals is the close of business on January 2, 2018, which we believe is a reasonable time for the review, consideration and (if appropriate) inclusion of any such proposals before we begin to print and send proxy materials to stockholders for the 2018 Annual Meeting. For stockholders who wish to present a proposal to be considered for inclusion in our proxy statement and for consideration at the 2018 Annual Meeting, the proposal should be mailed by certified mail return receipt requested, to our Office of Corporate Secretary, Park Hotels & Resorts Inc., 1600 Tysons Blvd., 10th Floor, McLean, VA 22102. Stockholder proposals must otherwise comply with the requirements of Rule 14a-8 of the Exchange Act.

~~Requirements for Other Stockholder Proposals to Be Brought Before the 2018 Annual Meeting of Stockholders and Director Nominations.~~ This date of the 2018 Annual Meeting also affects the notification deadline for stockholders who wish to make a director nomination or present other business for consideration at the 2018 Annual Meeting. Our Amended and Restated By-laws ("By-laws") currently provide that, in order for a stockholder to bring nominations of persons for election to the Board or other business at the 2018 Annual Meeting, certain conditions set forth in Article I, Section 12 of the By-laws must be satisfied, including delivery of

~~notice of such nomination or proposal to our Corporate Secretary at the address above no earlier than December 28, 2017, and no later than January 27, 2018.~~

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.


Delaware		36-2058176
(State or ~~Other~~other jurisdiction of incorporation or organization)		(I.R.S Employer Identification ~~Number)~~No.)
~~1600~~1775 Tysons ~~Blvd.~~Boulevard, ~~Suite 1000, McLean,~~ 7th Floor, Tysons, VA		22102
(Address of ~~Principal Executive Offices)~~principal executive offices)		(Zip Code)


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


Large accelerated filer	☐☒	Accelerated filer	~~Accelerated filer~~	☐
Non-accelerated filer	☒☐	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐
Emerging growth company	☐


PART I. FINANCIAL INFORMATION		Page

Item 1.	Financial Statements (unaudited)	23
	Condensed ~~Combined~~ Consolidated Balance Sheets as of ~~September 30, 2017~~March 31, 2023 and December 31, ~~2016~~2022	23
	Condensed ~~Combined~~ Consolidated Statements of ~~Comprehensive Income~~Operations for the Three ~~and Nine~~ Months Ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022	34
	Condensed ~~Combined~~ Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022	45
	Condensed ~~Combined~~ Consolidated Statements of Equity for the ~~Nine~~Three Months Ended ~~September 30, 2017~~March 31, 2023 and ~~2016~~2022	56
	Notes to Condensed ~~Combined~~ Consolidated Financial Statements	67
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1514
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2722
Item 4.	Controls and Procedures	2722

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2923
Item 1A.	Risk Factors	2923
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2923
Item 3.	Defaults Upon Senior Securities	2923
Item 4.	Mine Safety Disclosures	2923
Item 5.	Other Information	2924
Item 6.	Exhibits	3124

	Signatures	3225

	Number of Shares			Weighted-Average Grant Date Fair Value
Unvested at January 1, 2017		—		$	—
						Number of Shares			Weighted-Average Grant Date Fair Value
Unvested at January 1, 2023							843,846		$	20.19
Granted		586,626			26.50		566,259			13.79
Vested		(77,984	)		26.68		(447,467	)		20.97
Forfeited		(9,032	)		26.22		(6,961	)		15.99
Unvested at September 30, 2017		499,610		$	26.48
Unvested at March 31, 2023							955,677		$	16.07


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


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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenues
Rooms	$	460		$	460		$	1,361		$	1,361
Food and beverage		160			156			552			536
Other		68			55			192			160
Total revenues		688			671			2,105			2,057

Operating expenses
Rooms		121			120			353			352
Food and beverage		120			117			383			375
Other departmental and support		180			165			538			500
Other property-level		50			43			144			135
Management and franchise fees		34			22			107			73
Impairment loss		—			—			—			15
Depreciation and amortization		74			73			217			220
Corporate and other		20			21			57			56
Total expenses		599			561			1,799			1,726

Gain on sale of assets, net		—			—			—			1

Operating income		89			110			306			332

Interest income		1			—			2			1
Interest expense		(32	)		(49	)		(93	)		(141	)
Equity in earnings from investments in affiliates		6			6			18			16
(Loss) gain on foreign currency transactions		(1	)		1			(4	)		—
Other loss, net		(2	)		(5	)		(3	)		(7	)

Income before income taxes		61			63			226			201
Income tax benefit (expense)		44			(26	)		2,344			(79	)
Net income		105			37			2,570			122
Net income attributable to noncontrolling interests		(2	)		(3	)		(5	)		(6	)
Net income attributable to stockholders	$	103		$	34		$	2,565		$	116

Other comprehensive income, net of tax benefit (expense):
Currency translation adjustment, net of tax of $0, $(2), $0, and $(5)		8			—			22			9
Total other comprehensive income		8			—			22			9

Comprehensive income	$	113		$	37		$	2,592		$	131
Comprehensive income attributable to noncontrolling interests		(2	)		(3	)		(5	)		(6	)
Comprehensive income attributable to stockholders	$	111		$	34		$	2,587		$	125

Earnings per share:
Earnings per share - Basic	$	0.48		$	0.17		$	12.16		$	0.59
Earnings per share - Diluted	$	0.48		$	0.17		$	11.94		$	0.59

Weighted average shares outstanding - Basic		214			198			210			198
Weighted average shares outstanding - Diluted		215			198			214			198

Dividends declared per common share	$	0.43		$	—		$	1.29		$	—

	Nine Months Ended
	September 30,
	2017			2016
Operating Activities:
Net income	$	2,570		$	122
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		217			220
Impairment loss		—			15
Gain on sale of assets, net		—			(1	)
Equity in earnings from investments in affiliates		(18	)		(16	)
Loss on foreign currency transactions		4			—
Other loss, net		3			7
Share-based compensation expense		11			—
Amortization of deferred financing costs		3			8
Distributions from unconsolidated affiliates		14			14
Deferred income taxes		(2,360	)		(52	)
Changes in working capital and other		14			(23	)
Net cash provided by operating activities		458			294
Investing Activities:
Capital expenditures for property and equipment		(125	)		(170	)
Investments in affiliates		(1	)		—
Change in restricted cash		—			14
Distributions from unconsolidated affiliates		1			2
Net cash used in investing activities		(125	)		(154	)
Financing Activities:
Repayment of debt		—			(995	)
Change in restricted cash		(7	)		(21	)
Dividends paid		(294	)		—
Distributions to noncontrolling interests		(3	)		(6	)
Tax withholdings on share-based compensation		(2	)		—
Net transfers (to) from Parent		(9	)		167
Contribution from Parent		—			987
Net cash (used in) provided by financing activities		(315	)		132
Effect of exchange rate changes on cash and cash equivalents		2			2
Net increase in cash and cash equivalents		20			274
Cash and cash equivalents, beginning of period		337			72
Cash and cash equivalents, end of period	$	357		$	346

Supplemental Disclosures
Non-cash investing activities:
Transfer of property and equipment to Hilton Grand Vacations	$	4		$	40
Non-cash financing activities:
Dividends paid in stock	$	441		$	—
Dividends declared but unpaid		92			—
Distribution to Parent		—			(48	)
Contribution from Parent		—			45


	Three Months Ended
	March 31,
	2023			2022
Operating Activities:
Net income (loss)	$	33		$	(56	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		64			69
Gain on sales of assets, net		(15	)		—
Casualty loss		1			—
Equity in earnings from investments in affiliates		(4	)		—
Other gain, net		—			(1	)
Share-based compensation expense		4			4
Amortization of deferred financing costs		2			3
Distributions from unconsolidated affiliates		6			—
Changes in operating assets and liabilities		13			25
Net cash provided by operating activities		104			44
Investing Activities:
Capital expenditures for property and equipment		(54	)		(21	)
Acquisitions, net		(11	)		—
Proceeds from asset dispositions, net		116			—
Contributions to unconsolidated affiliates		(2	)		—
Net cash provided by (used in) investing activities		49			(21	)
Financing Activities:
Repayments of credit facilities		(50	)		—
Repayments of mortgage debt		(2	)		(2	)
Debt issuance costs		(1	)		(3	)
Dividends paid		(56	)		—
Distributions to noncontrolling interests, net		(1	)		—
Tax withholdings on share-based compensation		(2	)		(3	)
Repurchase of common stock		(105	)		(61	)
Net cash used in financing activities		(217	)		(69	)
Net decrease in cash and cash equivalents and restricted cash		(64	)		(46	)
Cash and cash equivalents and restricted cash, beginning of period		939			763
Cash and cash equivalents and restricted cash, end of period	$	875		$	717

Supplemental Disclosures
Non-cash financing activities:
Dividends declared but unpaid	$	32			2


						Additional						Non-
	Common Stock					Paid-in			Retained			controlling
	Shares			Amount		Capital			Earnings			Interests			Total
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


						Additional						Non-
	Common Stock					Paid-in			Accumulated			controlling
	Shares			Amount		Capital			Deficit			Interests			Total
Balance as of December 31, 2021		236		$	2	$	4,533		$	(83	)	$	(49	)	$	4,403
Share-based compensation, net		—			—		1			—			—			1
Net loss		—			—		—			(57	)		1			(56	)
Dividends and dividend equivalents(1)		—			—		—			(2	)		—			(2	)
Repurchase of common stock		(3	)		—		(61	)		—			—			(61	)
Balance as of March 31, 2022		233		$	2	$	4,473		$	(142	)	$	(48	)	$	4,285

	Accumulated Other Comprehensive Loss			Net Parent Investment			Non- controlling Interests			Total
Balance as of December 31, 2015	$	(63	)	$	2,884		$	(24	)	$	2,797
Net income		—			116			6			122
Other comprehensive income		9			—			—			9
Net transfers from Parent		—			167			—			167
Distribution to Parent		3			(51	)		—			(48	)
Contribution from Parent		—			1,032			—			1,032
Distributions to noncontrolling interests		—			—			(6	)		(6	)
Cumulative effect of the adoption of ASU 2015-02		—			(3	)		1			(2	)
Balance as of September 30, 2016	$	(51	)	$	4,145		$	(23	)	$	4,071

	Ownership %		September 30, 2017		December 31, 2016
			(in millions)
Hilton Berlin		40%	$	33	$	31
Hilton San Diego Bayfront		25%		20		20
All others (7 hotels)	20% - 50%			32		30
			$	85	$	81

			Principal balance as of
	Interest Rate at September 30, 2017	Maturity Date	September 30, 2017			December 31, 2016
			(in millions)
SF CMBS Loan⁽¹⁾	4.11%	November 2023	$	725		$	725
HHV CMBS Loan⁽¹⁾	4.20%	November 2026		1,275			1,275
Mortgage loans	Average rate of 4.03%	2020 to 2026⁽²⁾		207			207
Term loan	L + 1.45%	December 2021		750			750
Revolving credit facility⁽³⁾	L + 1.50%	December 2021⁽²⁾		—			—
Unsecured notes	7.50%	December 2017		55			55
Capital lease obligations	Average rate of 7.00%	2019 to 2094		15			14
				3,027			3,026
Less: unamortized deferred financing costs and discount				(12	)		(14	)
			$	3,015		$	3,012


Expected volatility⁽¹⁾	~~25.5% - 29.5%~~	48.0	%
Dividend yield⁽²⁾(1)		—
Risk-free rate	~~1.2% - 1.5%~~	4.3	%
Expected term	~~2 -~~ 3 years

	Three Months Ended September 30,				Nine Months Ended September 30,
	2017⁽¹⁾		2016⁽¹⁾		2017⁽¹⁾		2016⁽¹⁾
	(in millions)
Comparable Hotel Adjusted EBITDA	$	172	$	187	$	532	$	572
Non-comparable Hotel Adjusted EBITDA		10		14		41		43
Hotel Adjusted EBITDA	$	182	$	201	$	573	$	615

	As of September 30, 2017				Three Months Ended September 30, 2017							Three Months Ended September 30, 2016							Percent Change in
Market	No. of Hotels		No. of��Rooms		ADR		Occupancy			RevPAR		ADR		Occupancy			RevPAR		RevPAR
Hawaii		1		2,860	$	271.44		95.7	%	$	259.74	$	266.02		96.1	%	$	255.69		1.6	%
Northern California		7		4,513		240.54		91.4			219.84		234.90		89.1			209.37		5.0
Florida		6		3,294		164.75		75.2			123.93		164.87		76.1			125.52		(1.3	)
Other		16		5,803		169.37		79.4			134.56		165.80		80.3			133.15		1.1
New Orleans		2		1,939		139.75		70.8			98.94		145.44		70.5			102.60		(3.6	)
Chicago		4		2,743		183.22		82.9			151.82		192.33		83.9			161.27		(5.9	)
New York		1		1,907		289.84		88.9			257.62		292.71		95.4			279.35		(7.8	)
Southern California		4		1,304		185.48		91.3			169.36		188.16		89.2			167.91		0.9
Washington, D.C.		2		1,085		157.23		79.6			125.15		152.67		82.0			125.13		0.0
Total Domestic		43		25,448	$	205.28		83.9	%	$	172.19	$	204.53		84.4	%	$	172.67		(0.3	)%
Total International		12		2,698	$	143.61		79.7	%	$	114.39	$	141.80		78.9	%	$	111.89		2.2	%
All Markets		55		28,146	$	199.65		83.5	%	$	166.66	$	198.88		83.9	%	$	166.85		(0.1	)%

	As of September 30, 2017				Nine Months Ended September 30, 2017							Nine Months Ended September 30, 2016							Percent Change in
Market	No. of Hotels		No. of Rooms		ADR		Occupancy			RevPAR		ADR		Occupancy			RevPAR		RevPAR
Hawaii		1		2,860	$	258.69		94.3	%	$	243.92	$	250.44		94.7	%	$	237.21		2.8	%
Northern California		7		4,513		237.19		85.9			203.72		239.26		86.6			207.14		(1.7	)
Florida		6		3,294		205.89		82.3			169.47		204.88		81.3			166.54		1.8
Other		16		5,803		166.31		79.2			131.77		159.63		79.7			127.29		3.5
New Orleans		2		1,939		175.59		75.0			131.68		177.84		75.9			134.97		(2.4	)
Chicago		4		2,743		176.47		75.9			134.02		179.38		75.6			135.53		(1.1	)
New York		1		1,907		277.77		85.2			236.56		279.48		87.8			245.51		(3.6	)
Southern California		4		1,304		173.61		87.3			151.53		170.90		87.7			149.93		1.1
Washington, D.C.		2		1,085		172.35		80.7			139.03		163.95		81.3			133.26		4.3
Total Domestic		43		25,448	$	207.23		82.7	%	$	171.48	$	205.22		83.2	%	$	170.70		0.5	%
Total International		12		2,698	$	137.93		74.0	%	$	102.10	$	138.34		73.8	%	$	102.10		(0.0	)%
All Markets		55		28,146	$	201.23		81.9	%	$	164.83	$	199.48		82.3	%	$	164.13		0.4	%

Record Date	Payment Date	Dividend per Share
March 31, 2017	April 17, 2017	$	0.43
June 30, 2017	July 17, 2017	$	0.43
September 29, 2017	October 16, 2017	$	0.43


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(3) (in millions)
January 1, 2023 through January 31, 2023		2,536,900	$	11.64		2,536,900	$	43
February 1, 2023 through February 28, 2023		174,848	$	13.78		—	$	300
March 1, 2023 through March 31, 2023		6,278,600	$	11.93		6,278,600	$	225
Total		8,990,348				8,815,500


Exhibit Number		Description
2.1
~~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 ~~8K,~~8-K, filed on January 4, 2017).

~~3.1~~ 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 ~~8K,~~8-K, filed on ~~March 17, 2017)~~April 30, 2019).

3.2		Amended and Restated ~~Bylaws~~By-laws of Park Hotels & Resorts Inc. (incorporated by reference to Exhibit ~~3.2~~3.1 to our Current Report on Form ~~8K,~~8-K, filed on ~~March 17, 2017)~~February 26, 2019).

~~11.1~~ 10.1		~~Computation~~Park Hotels & Resorts Inc. 2017 Omnibus Incentive Plan (as Amended and Restated Effective as of ~~Per Share Earnings from Operations (included in the notes~~April 26, 2023) (incorporated by reference to ~~the unaudited financial statements contained in this Report)~~Exhibit 10.1 to our Current Report on Form 8-K, filed on April 28, 2023).

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~~ 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~~ 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~~101.INS*		Inline XBRL Instance ~~Document.~~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~~101.SCH*		Inline XBRL Taxonomy Extension Schema Document.

~~101.CAL~~101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

~~101.DEF~~101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.

~~101.LAB~~101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.

~~101.PRE~~101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104	~~Filed herewith~~	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*		Filed herewith


	Park Hotels & Resorts Inc.

Date: ~~November 3, 2017~~May 1, 2023	By:	/s/ Thomas J. Baltimore Jr.
		Thomas J. Baltimore, Jr.
		Chairman of the Board, President and Chief Executive Officer ~~(Principal~~ (Principal Executive Officer)

Date: ~~November 3, 2017~~May 1, 2023	By:	/s/ Sean M. Dell’Orto
		Sean M. Dell’Orto
		Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

Date: ~~November 3, 2017~~May 1, 2023	By:	/s/ Darren W. Robb
		Darren W. Robb
		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)