What changed in this filing

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Item 1. Financial Statements

2025-10-22 compared with 2025-07-23 · 87 added, 82 removed, 470 unchanged (26% of the section changed)

3 unchanged sentences

(in millions, except share data)

June 30, December 31,

September 30, December 31,

Current Assets:

34 unchanged sentences

Common stock, $ 0.01 par value;

10,000,000,000 authorized shares, 235,788,332 outstanding as of June 30, 2025 and 241,806,421 outstanding as of December 31, 2024

10,000,000,000 authorized shares, 233,053,504 outstanding as of September 30, 2025 and 241,806,421 outstanding as of December 31, 2024

Treasury stock, at cost;

100,961,799 shares as of June 30, 2025 and 94,087,917 shares as of December 31, 2024

103,762,388 shares as of September 30, 2025 and 94,087,917 shares as of December 31, 2024

( 13,672 ) ( 11,256 )

13 unchanged sentences

(in millions, except per share data)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

16 unchanged sentences

Total expenses 2,343 2,242 6,861 6,515

Gain on sales of assets, net

Gain (loss) on sales of assets, net

Operating income 777 623 2,091 1,881

Interest expense ( 159 ) ( 140 ) ( 455 ) ( 412 )

Gain (loss) on foreign currency transactions

Loss on foreign currency transactions

( 9 ) ( 3 ) ( 8 ) ( 5 )

15 unchanged sentences

(in millions)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

16 unchanged sentences

(in millions)

Six Months Ended

Nine Months Ended

September 30,

Operating Activities:

4 unchanged sentences

Gain on sales of assets, net

Loss (gain) on foreign currency transactions

Loss on foreign currency transactions

Share-based compensation expense 135 140

28 unchanged sentences

Effect of exchange rate changes on cash, restricted cash and cash equivalents 6 ( 10 )

Net decrease in cash, restricted cash and cash equivalents

( 928 ) ( 73 )

Net increase (decrease) in cash, restricted cash and cash equivalents

Cash, restricted cash and cash equivalents, beginning of period 1,376 875

9 unchanged sentences

Basis of Presentation

The accompanying condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") and are unaudited.

The accompanying condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024 have been prepared in accordance with United States ("U.S.") generally accepted accounting principles ("GAAP") and are unaudited.

We have condensed or omitted certain disclosures normally included in annual financial statements presented in accordance with GAAP;

12 unchanged sentences

In May 2024, we completed the acquisition of the Graduate brand for a total purchase price of $ 210 million, $ 200 million of which we paid in cash upon closing.

The remaining amount unpaid was recorded in accounts payable, accrued expenses and other in our condensed consolidated balance sheet as of June 30, 2025.

The remaining amount unpaid was recorded in accounts payable, accrued expenses and other in our condensed consolidated balance sheet as of September 30, 2025.

We accounted for the transaction as an asset acquisition and recorded an indefinite-lived brand intangible asset of $ 122 million and franchise contract intangible assets of $ 91 million.

6 unchanged sentences

Contract Liabilities

The following table summarizes the activity of our contract liabilities, which are classified as components of current and long-term deferred revenues, during the six months ended June 30, 2025:

The following table summarizes the activity of our contract liabilities, which are classified as components of current and long-term deferred revenues, during the nine months ended September 30, 2025:

(in millions)

2 unchanged sentences

Revenue recognized (1)

Balance as of June 30, 2025

Balance as of September 30, 2025

(1) Primarily related to Hilton Honors, our guest loyalty program, including co-branded credit card arrangements.

1 unchanged sentence

Performance Obligations

As of June 30, 2025, deferred revenues for unsatisfied performance obligations consisted of:

As of September 30, 2025, deferred revenues for unsatisfied performance obligations consisted of:

(i) $ 1,146 million related to Hilton Honors that will be recognized as revenue over approximately the next two years ;

4 unchanged sentences

Consolidated Variable Interest Entities

As of June 30, 2025 and December 31, 2024, we consolidated two variable interest entities ("VIEs") that each lease one hotel property, both of which are located in Japan, and for which the assets are only available to settle the obligations of the respective entities and the liabilities of the respective entities are non-recourse to us.

As of September 30, 2025 and December 31, 2024, we consolidated two variable interest entities ("VIEs") that each lease one hotel property, both of which are located in Japan, and for which the assets are only available to settle the obligations of the respective entities and the liabilities of the respective entities are non-recourse to us.

We consolidated these VIEs since we are the primary beneficiary, having the power to direct the activities that most significantly affect their economic performance.

1 unchanged sentence

Our condensed consolidated balance sheets include the assets and liabilities of these entities, including the effect of foreign currency translation, which primarily comprised the following:

June 30, December 31,

September 30, December 31,

(in millions)

7 unchanged sentences

(1) Represents finance lease liabilities;

includes current maturities of $ 15 million and $ 13 million as of June 30, 2025 and December 31, 2024, respectively.

Long-term debt balances, including obligations for finance leases, and associated interest rates and maturities as of June 30, 2025, were as follows:

June 30, December 31,

includes current maturities of $ 15 million and $ 13 million as of September 30, 2025 and December 31, 2024, respectively.

Long-term debt balances, including obligations for finance leases, and associated interest rates and maturities as of September 30, 2025, were as follows:

September 30, December 31,

(in millions)

Senior secured revolving credit facility with a weighted average rate of 5.42 %, due 2028

Senior secured term loan facility with a rate of 5.91 %, due 2030

$ 3,119 $ 3,119

Senior notes with a rate of 5.375 %, due 2025 (1)

8 unchanged sentences

Senior notes with a rate of 5.875 %, due 2033 (1)

Senior notes with a rate of 5.750 %, due 2033 (1)

Finance lease liabilities with a weighted average rate of 6.08 %, due 2025 to 2030 (2)

10 unchanged sentences

"Consolidated Variable Interest Entities" for additional information.

(3) Amount as of June 30, 2025 represents current maturities of finance lease liabilities.

(3) Amount as of September 30, 2025 represents current maturities of finance lease liabilities.

Amount as of December 31, 2024 represents current maturities of finance lease liabilities and the 5.375 % Senior Notes due 2025 (the "May 2025 Senior Notes").

1 unchanged sentence

The obligations under our senior secured credit facilities are unconditionally and irrevocably guaranteed by the Parent and substantially all of its direct and indirect wholly owned domestic restricted subsidiaries, other than HOC, the named borrower under the senior secured credit facilities.

During the three months ended June 30, 2025, we borrowed an aggregate $ 290 million, net of repayments, under the Revolving Credit Facility, and, as of June 30, 2025, in addition to those outstanding borrowings, we had $ 92 million of letters of credit outstanding, resulting in an available borrowing capacity under the Revolving Credit Facility of $ 1,618 million.

During the nine months ended September 30, 2025, we borrowed and subsequently repaid an aggregate $ 875 million under the Revolving Credit Facility.

No borrowings were outstanding under the Revolving Credit Facility as of September 30, 2025, which had an available borrowing capacity of $ 1,898 million after considering $ 102 million of letters of credit outstanding.

In May 2025, we used the proceeds from borrowings under the Revolving Credit Facility, together with available cash, to repay, at maturity, all $ 500 million in aggregate principal amount of the May 2025 Senior Notes, plus accrued and unpaid interest.

In July 2025, we borrowed $ 225 million under the Revolving Credit Facility and subsequently issued $ 1.0 billion aggregate principal amount of 5.750 % Senior Notes due 2033 (the " 5.750 % 2033 Senior Notes" or "July Senior Notes issuance").

As part of the July Senior Notes issuance, we incurred $ 15 million of debt issuance costs which will be recognized as a reduction to the outstanding debt balance in our condensed consolidated balance sheet and amortized to interest expense through the maturity date of the 5.750 % 2033 Senior Notes.

In July 2025, we issued $ 1.0 billion aggregate principal amount of 5.750 % Senior Notes due 2033 (the " 5.750 % 2033 Senior Notes" or "July 2025 Senior Notes issuance").

As part of the July 2025 Senior Notes issuance, we incurred $ 15 million of debt issuance costs, which were recognized as a reduction to the outstanding debt balance in our condensed consolidated balance sheet and will be amortized to interest expense through the maturity date of the 5.750 % 2033 Senior Notes.

Interest on the 5.750 % 2033 Senior Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025.

We used a portion of the net proceeds from the July Senior Notes issuance to repay all $ 515 million of outstanding indebtedness under our Revolving Credit Facility.

We used a portion of the net proceeds from the July 2025 Senior Notes issuance to repay the remaining $ 515 million of outstanding indebtedness under our Revolving Credit Facility at that time.

Fair Value Measurements

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

June 30, 2025

September 30, 2025

Hierarchy Level

19 unchanged sentences

We measured our interest rate swap at fair value, which was determined using a discounted cash flow analysis that reflects the contractual terms of the interest rate swap, including the period to maturity, and uses observable market-based inputs of similar instruments, including interest rate curves, as applicable.

During the quarter, H.R.

1, or the One Big Beautiful Bill Act (the “Tax Act”), was enacted.

Hilton does not anticipate a material impact to income tax expense for the year ended December 31, 2025 as a result of the Tax Act.

At the end of each quarter, we estimate the effective income tax rate expected to be applied for the full year.

2 unchanged sentences

Our share-based compensation primarily consists of awards that we grant to eligible employees under the Hilton 2017 Omnibus Incentive Plan (the "2017 Plan") and includes time-vesting restricted stock units ("RSUs"), nonqualified stock options ("options") and performance-vesting RSUs ("performance shares").

We recognized share-based compensation expense of $ 55 million during both the three months ended June 30, 2025 and 2024, and $ 91 million and $ 96 million during the six months ended June 30, 2025 and 2024, respectively, which included amounts reimbursed by hotel owners.

During the six months ended June 30, 2025, we granted 380,000 RSUs with a weighted average grant date fair value per share of $ 258.76 , which vest in equal annual installments over two or three years from the date of grant.

During the six months ended June 30, 2025, we granted 213,000 options with a weighted average exercise price per share of $ 257.43 , which vest in equal annual installments over three years from the date of grant and terminate 10 years from the date of grant or earlier if the individual’s service terminates under certain circumstances.

The weighted average grant date fair value per share of the options granted during the six months ended June 30, 2025 was $ 92.49 , which was determined using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions:

We recognized share-based compensation expense of $ 44 million for both the three months ended September 30, 2025 and 2024, and $ 135 million and $ 140 million during the nine months ended September 30, 2025 and 2024, respectively, which included amounts reimbursed by hotel owners.

During the nine months ended September 30, 2025, we granted 396,000 RSUs with a weighted average grant date fair value per share of $ 258.93 , which generally vest in equal annual installments over two or three years from the date of grant.

During the nine months ended September 30, 2025, we granted 220,000 options with a weighted average exercise price per share of $ 257.51 , which vest in equal annual installments over three years from the date of grant and terminate 10 years from the date of grant or earlier if the individual’s service terminates under certain circumstances.

The weighted average grant date fair value per share of the options granted during the nine months ended September 30, 2025 was $ 92.58 , which was determined using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions:

Expected volatility (1)

3 unchanged sentences

(1) Estimated using a blended approach of historical and implied volatility.

Historical volatility is based on the historical movement of Hilton's stock price for a period that corresponds to the expected terms of the options.

Historical volatility is based on the historical movement of Hilton's stock price for a period that corresponds to the expected term of the options at the date of each grant.

(2) Estimated based on the expected quarterly dividend and the three-month average stock price at the date of each grant.

3 unchanged sentences

Performance Shares

During the six months ended June 30, 2025, we granted 153,000 performance shares with a weighted average grant date fair value per share of $ 257.39 , which vest three years from the date of grant based on the achievement of various performance measures.

As of June 30, 2025, we determined that all of the performance measures for all outstanding performance shares granted in 2023, 2024 and 2025 were probable of achievement, with the average of the applicable achievement factors estimated to be between the target and maximum achievement percentages for the performance shares granted in 2023, nearly at the target achievement percentage for performance shares granted in 2024 and at the target achievement percentage for the performance shares granted in 2025.

During the nine months ended September 30, 2025, we granted 158,000 performance shares with a weighted average grant date fair value per share of $ 257.48 , which vest three years from the date of grant based on the achievement of various performance measures.

As of September 30, 2025, we determined that all of the performance measures for all outstanding performance shares granted in 2023, 2024 and 2025 were probable of achievement, with the average of the applicable achievement factors estimated to be between the target and maximum achievement percentages for the performance shares granted in 2023, nearly at the target achievement percentage for performance shares granted in 2024 and at the target achievement percentage for the performance shares granted in 2025.

Earnings Per Share

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

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

9 unchanged sentences

Diluted EPS $ 1.78 $ 1.38 $ 4.84 $ 4.09

(1) Amounts for all periods include less than 1 million shares related to share-based compensation that were excluded from the calculations of diluted EPS because their effect would have been anti-dilutive under the treasury stock method.

(1) Amounts for all periods includ e less than 1 million shares r elated to share-based compensation that were excluded from the calculations of diluted EPS because their effect would have been anti-dilutive under the treasury stock method.

Noncontrolling Interests, Stockholders' Equity (Deficit) and Accumulated Other Comprehensive Loss

The following tables present the changes in the redeemable and nonredeemable noncontrolling interests and the components of stockholders' equity (deficit) attributable to Hilton stockholders:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Redeemable Noncontrolling Interests Treasury Stock Additional

6 unchanged sentences

(in millions)

Balance as of March 31, 2025 $ 16 238.8 $ 3 $ ( 12,154 ) $ 11,101 $ ( 2,559 ) $ ( 769 ) $ 23 $ ( 4,355 )

Balance as of June 30, 2025 $ 15 235.8 $ 3 $ ( 12,907 ) $ 11,174 $ ( 2,155 ) $ ( 705 ) $ 26 $ ( 4,564 )

Net income (loss)

( 1 ) — — — — 420 — 2 422

Other comprehensive income

Other comprehensive loss

— — — — — — ( 8 ) ( 1 ) ( 9 )

4 unchanged sentences

— 0.1 — — 46 — — — 46

Balance as of June 30, 2025 $ 15 235.8 $ 3 $ ( 12,907 ) $ 11,174 $ ( 2,155 ) $ ( 705 ) $ 26 $ ( 4,564 )

Three Months Ended June 30, 2024

Balance as of September 30, 2025 $ 14 233.1 $ 3 $ ( 13,672 ) $ 11,220 $ ( 1,770 ) $ ( 713 ) $ 27 $ ( 4,905 )

Three Months Ended September 30, 2024

Redeemable Noncontrolling Interests Treasury Stock Additional

6 unchanged sentences

(in millions)

Balance as of March 31, 2024 $ — 251.0 $ 3 $ ( 9,060 ) $ 10,954 $ ( 3,981 ) $ ( 749 ) $ 16 $ ( 2,817 )

Acquisition date fair value of redeemable noncontrolling interests 22 — — — — — — — —

Balance as of June 30, 2024 $ 21 247.8 $ 3 $ ( 9,781 ) $ 11,022 $ ( 3,597 ) $ ( 763 ) $ 17 $ ( 3,099 )

Net income (loss)

( 1 ) — — — — 344 — 1 345

Other comprehensive loss

Other comprehensive income

— — — — — — 22 2 24

4 unchanged sentences

— 0.1 — — 50 — — — 50

Balance as of June 30, 2024 $ 21 247.8 $ 3 $ ( 9,781 ) $ 11,022 $ ( 3,597 ) $ ( 763 ) $ 17 $ ( 3,099 )

Six Months Ended June 30, 2025

Balance as of September 30, 2024 $ 20 244.6 $ 3 $ ( 10,514 ) $ 11,072 $ ( 3,290 ) $ ( 741 ) $ 20 $ ( 3,450 )

Nine Months Ended September 30, 2025

Redeemable Noncontrolling Interests Treasury Stock Additional

16 unchanged sentences

— 1.0 — 9 90 — — — 99

Balance as of June 30, 2025 $ 15 235.8 $ 3 $ ( 12,907 ) $ 11,174 $ ( 2,155 ) $ ( 705 ) $ 26 $ ( 4,564 )

Six Months Ended June 30, 2024

Balance as of September 30, 2025 $ 14 233.1 $ 3 $ ( 13,672 ) $ 11,220 $ ( 1,770 ) $ ( 713 ) $ 27 $ ( 4,905 )

Nine Months Ended September 30, 2024

Redeemable Noncontrolling Interests Treasury Stock Additional

10 unchanged sentences

( 2 ) — — — — 1,030 — 6 1,036

Other comprehensive loss

Other comprehensive income (loss)

— — — — — — ( 10 ) 1 ( 9 )

4 unchanged sentences

— 1.3 — 10 104 — — — 114

Balance as of June 30, 2024 $ 21 247.8 $ 3 $ ( 9,781 ) $ 11,022 $ ( 3,597 ) $ ( 763 ) $ 17 $ ( 3,099 )

Balance as of September 30, 2024 $ 20 244.6 $ 3 $ ( 10,514 ) $ 11,072 $ ( 3,290 ) $ ( 741 ) $ 20 $ ( 3,450 )

The changes in the components of accumulated other comprehensive loss, net of taxes, were as follows:

10 unchanged sentences

101 7 ( 39 ) 69

Balance as of June 30, 2025 $ ( 484 ) $ ( 236 ) $ 15 $ ( 705 )

Balance as of September 30, 2025 $ ( 490 ) $ ( 233 ) $ 10 $ ( 713 )

Currency Translation Adjustment (1)

9 unchanged sentences

14 6 ( 30 ) ( 10 )

Balance as of June 30, 2024 $ ( 577 ) $ ( 258 ) $ 72 $ ( 763 )

Balance as of September 30, 2024 $ ( 525 ) $ ( 256 ) $ 40 $ ( 741 )

(1) Includes net investment hedge gains and intra-entity foreign currency transactions that are of a long-term investment nature.

Amounts reclassified during the six months ended June 30, 2025 and 2024 relate to the liquidation of investments in certain foreign entities and were recognized in gain (loss) on foreign currency transactions in our condensed consolidated statements of operations.

Amounts reclassified during the nine months ended September 30, 2025 and 2024 relate to the liquidation of investments in certain foreign entities and were recognized in loss on foreign currency transactions in our condensed consolidated statements of operations.

(2) Amounts reclassified relate to the amortization of prior service cost and amortization of net loss and were recognized in other non-operating income (loss), net in our condensed consolidated statements of operations.

(3) Amounts reclassified were the result of hedging instruments, primarily comprising interest rate swaps, with related amounts recognized in interest expense in our condensed consolidated statements of operations.

(3) Amounts reclassified were primarily the result of our interest rate swap that hedges our exposure to changes in the secured overnight financing rate ("SOFR") with the related amounts recognized in interest expense in our condensed consolidated statements of operations.

Amounts reclassified also related to foreign currency forward contracts that hedge our foreign currency denominated fees, with related amounts recognized in various revenue line items, as applicable, in our condensed consolidated statements of operations.

28 unchanged sentences

The change in our reported measure of segment profit (loss) did not change the identification of our reportable segments from prior periods.

Prior period amounts presented are measured on the same basis as amounts for the three and six months ended June 30, 2025.

Prior period amounts presented are measured on the same basis as amounts for the three and nine months ended September 30, 2025.

The following table presents revenues for our reportable segments, reconciled to consolidated amounts:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

4 unchanged sentences

Incentive management fees (1)

74 66 221 204

Management and franchise 928 873 2,673 2,508

10 unchanged sentences

The following table presents Adjusted EBITDA for our reportable segments, reconciled to consolidated income before income taxes:

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

3 unchanged sentences

Ownership (1)(2)

51 51 116 120

Segment Adjusted EBITDA

4 unchanged sentences

Depreciation and amortization expenses ( 46 ) ( 37 ) ( 130 ) ( 107 )

Gain on sales of assets, net — — — 7

Gain (loss) on foreign currency transactions ( 1 ) ( 1 ) 1 ( 2 )

Gain (loss) on sales of assets, net

Loss on foreign currency transactions ( 9 ) ( 3 ) ( 8 ) ( 5 )

Loss on debt guarantees (4)

— ( 3 ) — ( 50 )

FF&E replacement reserves ( 18 ) ( 14 ) ( 50 ) ( 38 )

11 unchanged sentences

For the ownership segment, rent expense is the significant expense regularly provided to the CODM;

rent expense was $ 61 million and $ 63 million for the three months ended June 30, 2025 and 2024, respectively, and $ 102 million and $ 105 million for the six months ended June 30, 2025 and 2024, respectively.

Total other ownership expenses were $ 217 million and $ 222 million for the three months ended June 30, 2025 and 2024, respectively, and $ 403 million and $ 422 million for the six months ended June 30, 2025 and 2024, respectively, comprising (i) room expenses;

rent expense was $ 55 million and $ 61 million for the three months ended September 30, 2025 and 2024, respectively, and $ 157 million and $ 166 million for the nine months ended September 30, 2025 and 2024, respectively.

Total other ownership expenses were $ 220 million and $ 222 million for the three months ended September 30, 2025 and 2024, respectively, and $ 623 million and $ 644 million for the nine months ended September 30, 2025 and 2024, respectively, comprising (i) room expenses;

(ii) food and beverage costs;

3 unchanged sentences

(3) Amounts primarily include general and administrative expenses, excluding share-based compensation expense, and activity related to our purchasing operations.

(4) Amounts include losses on debt guarantees for certain hotels that we manage;

(4) Amount includes losses on debt guarantees for certain hotels that we manage;

refer to Note 12:

2 unchanged sentences

Under the terms of the related contracts, we do not operate these programs to generate a profit and have contractual rights to adjust future collections to recover prior period expenditures.

(6) Amounts for the three and six months ended June 30, 2025 include expected future credit losses on financing receivables.

Amounts for the six months ended June 30, 2025 and for the three and six months ended June 30, 2024 include restructuring costs related to certain leased hotels.

Amounts for the three and six months ended June 30, 2024 also include transaction costs resulting from the amendment of our Term Loans.

Amount for the six months ended June 30, 2024 also includes transaction costs incurred for acquisitions.

(6) Amount for the nine months ended September 30, 2025 includes expected future credit losses on financing receivables.

Amounts for the nine months ended September 30, 2025 and 2024 include restructuring costs related to certain leased hotels.

Amount for the nine months ended September 30, 2024 also includes transaction costs resulting from the amendment of our Term Loans and transaction costs incurred for acquisitions.

Amounts for all periods include net losses (gains) related to certain of our investments in unconsolidated affiliates, severance and other items.

1 unchanged sentence

Although our management contracts may include performance clauses, most of these clauses do not require us to fund shortfalls but instead allow the owner to terminate the contract if specified operating performance levels are not achieved.

In limited cases, we are obligated to fund performance shortfalls and our obligations under these guarantees in future periods are dependent on the operating performance level of the related hotel over the remaining term of the performance guarantee for that hotel.

As of June 30, 2025, we had performance guarantees with expirations ranging from 2025 to 2043 and possible cash outlays totaling $ 21 million.

We also have extended debt guarantees and provided letters of credit to owners of certain hotels that we currently or in the future will manage or franchise.

During the three and six months ended June 30, 2024, we recognized losses of $ 3 million and $ 50 million, respectively, in other non-operating income (loss), net in our condensed consolidated statements of operations and paid $ 77 million during the six months ended June 30, 2024 for debt guarantees extended to certain hotels we manage.

Our debt guarantees and letters of credit as of June 30, 2025 had expirations ranging from 2031 to 2033 and remaining possible cash outlays totaling $ 45 million.

In limited cases, we have provided performance guarantees that obligate us to fund these shortfalls.

As of September 30, 2025, we had performance guarantees with expirations ranging from 2025 to 2043 and possible cash outlays totaling $ 22 million.

We also have extended debt guarantees and provided loan commitments to owners of certain hotels that we currently or in the future will manage or franchise.

During the nine months ended September 30, 2024, we recognized losses of $ 50 million in other non-operating loss, net in our condensed consolidated statement of operations and paid $ 77 million for debt guarantees extended to certain hotels we manage.

Our debt guarantees and loan commitments as of September 30, 2025 had expirations ranging from 2027 to 2035 and remaining possible cash outlays totaling $ 79 million.

The performance and debt guarantees create variable interests in the ownership entities of the related hotels, of which we are not the primary beneficiary.

2 unchanged sentences

We are involved in various claims and lawsuits arising in the ordinary course of business, some of which include claims for substantial sums.

While the ultimate results of claims and litigation cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation as of June 30, 2025 will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

While the ultimate results of claims and litigation cannot be predicted with certainty, we expect that the ultimate resolution of all pending or threatened claims and litigation as of September 30, 2025 will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Supplemental Disclosures of Cash Flow Information

Cash interest paid included within operating activities in our condensed consolidated statements of cash flows was $ 320 million and $ 272 million during the six months ended June 30, 2025 and 2024, respectively.

These amounts exclude $ 20 million and $ 29 million for the six months ended June 30, 2025 and 2024, respectively, of cash receipts related to settlements of our interest rate swap with a financing component, which are separately disclosed within financing activities in our condensed consolidated statements of cash flows.

Income tax payments, net of refunds received, were $ 121 million and $ 268 million for the six months ended June 30, 2025 and 2024, respectively.

Cash interest paid included within operating activities in our condensed consolidated statements of cash flows was $ 462 million and $ 388 million during the nine months ended September 30, 2025 and 2024, respectively.

These amounts exclude $ 31 million and $ 43 million for the nine months ended September 30, 2025 and 2024, respectively, of cash receipts related to settlements of our interest rate swap with a financing component, which are separately disclosed within financing activities in our condensed consolidated statements of cash flows.

Income tax payments, net of refunds received, were $ 165 million and $ 399 million for the nine months ended September 30, 2025 and 2024, respectively.

The decrease during the period was due to the timing of income tax payments.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements