Park Hotels & Resorts Inc. 10-K

Item 8. Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Management’s Report on Internal Control Over Financial Reporting 51 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 52 Consolidated Balance Sheets as of December 31, 2023 and 2022 55 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023 , 2022 and 2021 56 Consolidated Statements of Cash Flows for the Years Ended Decembe r 31, 2023 , 2022 and 2021 57 Consolidated Statements of Equity for the Yea rs Ended December 31, 2023 , 2022 and 2021 58 Notes to Consolidated Financial Statements 59 Schedule III – Real Estate and Accumulated Deprecation 81 50 Table of Contents Management’s Report on Internal Control Over Financial Reporting Management of Park Hotels & Resorts Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on this assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2023. Ernst & Young LLP, the independent registered public accounting firm that has audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2023. The report is included herein. 51 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Park Hotels & Resorts Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Park Hotels & Resorts Inc. (the Company) as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 52 Table of Contents Assessment of Property and Equipment for Impairment Description of the Matter The Company had property and equipment, net of $7,459 million as of December 31, 2023 and recognized an impairment loss of approximately $202 million during the year ended December 31, 2023 as disclosed in Note 4 of the consolidated financial statements. As discussed in Note 2 of the consolidated financial statements, property and equipment is evaluated for recoverability based on expected undiscounted future cash flows if there are indicators of impairment. If it is determined that the expected undiscounted future cash flows are less than the net book value of the asset group, the excess of the net book value over the estimated fair value is recorded within impairment losses. Auditing management’s assessment of impairment of property and equipment was complex and highly judgmental due to the significant estimation required in determining the timing and amount of expected undiscounted future cash flows as well as capitalization and discount rates used to assess properties for impairment. In particular, the expected future cash flows are based on significant estimates, including projections of future income and estimated growth rates. Further, a fair value measurement is highly sensitive to changes in capitalization and discount rates, that are estimated based on future economic and market conditions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s review process for evaluating property and equipment for impairment, including controls over management’s review of the significant assumptions described above. Our testing of the Company’s impairment assessment included, among other procedures, evaluating the significant assumptions and testing the completeness and accuracy of the underlying data used by the Company to develop the expected future cash flows for their properties. We compared the significant assumptions, including discount rates, growth rates and capitalization rates, used by management to current industry and economic trends, and changes to the Company’s strategy. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate changes in the expected future cash flows that would result from changes in the assumptions. We also involved our valuation specialists to assist in our evaluation of the assumptions used in management's estimates of fair value. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2016. Tysons, Virginia February 28, 2024 53 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Park Hotels & Resorts Inc. Opinion on Internal Control Over Financial Reporting We have audited Park Hotels & Resorts Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Park Hotels & Resorts Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income (loss), cash flows and equity for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15 and our report dated February 28, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Tysons, Virginia February 28, 2024 54 Table of Contents PARK HOTELS & RESORTS INC. CONSOLIDATED BALANCE SHEETS (in millions, except share and per share data) December 31, 2023 2022 ASSETS Property and equipment, net $ 7,459 $ 8,301 Contract asset 760 — Intangibles, net 42 43 Cash and cash equivalents 717 906 Restricted cash 33 33 Accounts receivable, net of allowance for doubtful accounts of $ 3 and $ 2 112 129 Prepaid expenses 59 58 Other assets 40 47 Operating lease right-of-use assets 197 214 TOTAL ASSETS (variable interest entities – $ 236 and $ 237 ) $ 9,419 $ 9,731 LIABILITIES AND EQUITY Liabilities Debt $ 3,765 $ 3,892 Debt associated with hotels in receivership 725 725 Accrued interest associated with hotels in receivership 35 — Accounts payable and accrued expenses 210 220 Dividends payable 362 56 Due to hotel managers 131 141 Other liabilities 200 172 Operating lease liabilities 223 234 Total liabilities (variable interest entities – $ 218 and $ 219 ) 5,651 5,440 Commitments and contingencies – refer to Note 15 Stockholders' Equity Common stock, par value $ 0.01 per share, 6,000,000,000 shares authorized, 210,676,264 shares issued and 209,987,581 shares outstanding as of December 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 4,156 4,321 (Accumulated deficit) retained earnings ( 344 ) 16 Total stockholders' equity 3,814 4,339 Noncontrolling interests ( 46 ) ( 48 ) Total equity 3,768 4,291 TOTAL LIABILITIES AND EQUITY $ 9,419 $ 9,731 Refer to the notes to the consolidated financial statements. 55 Table of Contents PARK HOTELS & RESORTS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in millions, except per share data) Year Ended December 31, 2023 2022 2021 Revenues Rooms $ 1,653 $ 1,559 $ 870 Food and beverage 696 606 251 Ancillary hotel 264 261 190 Other 85 75 51 Total revenues 2,698 2,501 1,362 Operating expenses Rooms 449 408 254 Food and beverage 501 449 208 Other departmental and support 635 613 423 Other property 241 223 191 Management fees 126 115 59 Impairment and casualty loss 204 6 9 Depreciation and amortization 287 269 281 Corporate general and administrative 65 63 62 Other 83 72 49 Total expenses 2,591 2,218 1,536 Gain (loss) on sales of assets, net 15 13 ( 5 ) Gain on derecognition of assets 221 — — Operating income (loss) 343 296 ( 179 ) Interest income 38 13 1 Interest expense ( 207 ) ( 217 ) ( 228 ) Interest expense associated with hotels in receivership ( 45 ) ( 30 ) ( 30 ) Equity in earnings (losses) from investments in affiliates 11 15 ( 7 ) Other gain (loss), net 4 96 ( 7 ) Income (loss) before income taxes 144 173 ( 450 ) Income tax expense ( 38 ) — ( 2 ) Net income (loss) 106 173 ( 452 ) Net income attributable to noncontrolling interests ( 9 ) ( 11 ) ( 7 ) Net income (loss) attributable to stockholders $ 97 $ 162 $ ( 459 ) Other comprehensive income, net of tax expense: Change in fair value of interest rate swap, net of tax expense of $ 0 $ — $ — $ 2 Loss from interest rate swap reclassified into earnings — — 2 Total other comprehensive income — — 4 Comprehensive income (loss) 106 173 ( 448 ) Comprehensive income attributable to noncontrolling interests ( 9 ) ( 11 ) ( 7 ) Comprehensive income (loss) attributable to stockholders $ 97 $ 162 $ ( 455 ) Earnings (loss) per share: Earnings (loss) per share – Basic $ 0.44 $ 0.71 $ ( 1.95 ) Earnings (loss) per share – Diluted $ 0.44 $ 0.71 $ ( 1.95 ) Weighted average shares outstanding – Basic 214 228 236 Weighted average shares outstanding – Diluted 215 228 236 Refer to the notes to the consolidated financial statements. 56 Table of Contents PARK HOTELS & RESORTS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2023 2022 2021 Operating Activities: Net income (loss) $ 106 $ 173 $ ( 452 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 287 269 281 (Gain) loss on sale of assets, net ( 15 ) ( 13 ) 5 Gain on derecognition of assets ( 221 ) — — Impairment and casualty loss 204 6 9 Equity in (earnings) losses from investments in affiliates ( 11 ) ( 15 ) 7 Other (gain) loss, net ( 2 ) ( 90 ) 7 Share-based compensation expense 18 17 19 Amortization of deferred financing costs 9 10 12 Distributions from unconsolidated affiliates 10 7 — Deferred income taxes 14 ( 2 ) ( 1 ) Changes in operating assets and liabilities: Accounts receivable, net 9 ( 33 ) ( 70 ) Prepaid expenses ( 4 ) ( 23 ) 4 Other assets 18 32 ( 12 ) Accounts payable and accrued expenses 82 44 — Due to hotel managers ( 10 ) 30 23 Other liabilities 16 ( 4 ) 27 Other ( 7 ) 1 4 Net cash provided by (used in) operating activities 503 409 ( 137 ) Investing Activities: Capital expenditures for property and equipment ( 285 ) ( 168 ) ( 54 ) Acquisitions, net ( 11 ) — — Proceeds from asset dispositions, net 116 143 454 Proceeds from the sale of investments in affiliates, net 3 101 — Reduction of restricted cash from derecognition of assets ( 30 ) — — Insurance proceeds for property damage claims — — 4 Distributions from unconsolidated affiliates — 11 — Contributions to unconsolidated affiliates ( 10 ) — ( 6 ) Purchase of investment security, net — — ( 4 ) Net cash (used in) provided by investing activities ( 217 ) 87 394 Financing Activities: Proceeds from issuance of Senior Notes — — 750 Borrowing from credit facilities — 50 — Repayments of credit facilities ( 50 ) ( 78 ) ( 1,193 ) Proceeds from issuance of mortgage debt — 30 14 Repayments of mortgage debt ( 83 ) ( 64 ) ( 20 ) Debt issuance costs ( 1 ) ( 11 ) ( 15 ) Dividends paid ( 152 ) ( 7 ) — Distributions to noncontrolling interests, net ( 7 ) ( 10 ) ( 6 ) Tax withholdings on share-based compensation ( 2 ) ( 3 ) ( 5 ) Repurchase of common stock ( 180 ) ( 227 ) — Net cash used in financing activities ( 475 ) ( 320 ) ( 475 ) Net (decrease) increase in cash and cash equivalents and restricted cash ( 189 ) 176 ( 218 ) Cash and cash equivalents and restricted cash, beginning of period 939 763 981 Cash and cash equivalents and restricted cash, end of period $ 750 $ 939 $ 763 For supplemental disclosures, refer to Note 16: "Supplemental Disclosures of Cash Flow Information" Refer to the notes to the consolidated financial statements. 57 Table of Contents PARK HOTELS & RESORTS INC. CONSOLIDATED STATEMENTS OF EQUITY (in millions) Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income Non- controlling Interests Total Shares Amount Balance as of December 31, 2020 236 $ 2 $ 4,519 $ 376 $ ( 4 ) $ ( 50 ) $ 4,843 Share-based compensation, net — — 14 — — — 14 Net (loss) income — — — ( 459 ) — 7 ( 452 ) Other comprehensive income — — — — 4 — 4 Distributions to noncontrolling interests — — — — — ( 6 ) ( 6 ) Balance as of December 31, 2021 236 2 4,533 ( 83 ) — ( 49 ) 4,403 Share-based compensation, net — — 15 — — — 15 Net income — — — 162 — 11 173 Dividends and dividend equivalents (1) — — — ( 63 ) — — ( 63 ) Repurchase of common stock ( 12 ) — ( 227 ) — — — ( 227 ) Distributions to noncontrolling interests — — — — — ( 10 ) ( 10 ) Balance as of December 31, 2022 224 2 4,321 16 — ( 48 ) 4,291 Share-based compensation, net 1 — 15 1 — — 16 Net income — — — 97 — 9 106 Dividends and dividend equivalents (1) — — — ( 458 ) — — ( 458 ) Distributions to noncontrolling interests — — — — — ( 7 ) ( 7 ) Repurchase of common stock ( 15 ) — ( 180 ) — — — ( 180 ) Balance as of December 31, 2023 210 $ 2 $ 4,156 $ ( 344 ) $ — $ ( 46 ) $ 3,768 ____________________________________________________________________________________ (1) Dividends declared per common share were $ 0.28 and $ 2.15 , which includes a special cash dividend of $ 0.77 per common share, for the years ended December 31, 2022 and December 31, 2023, respectively. Refer to the notes to the consolidated financial statements. 58 Table of Contents PARK HOTELS & RESORTS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1: Organization and Recent Events Organization Park Hotels & Resorts Inc. (“we,” “us,” “our” or the “Company” and, exclusive of any subsidiaries, "Park Parent") is a Delaware corporation that owns a portfolio of premium-branded hotels and resorts primarily located in prime city center and resort locations. On January 3, 2017, Hilton Worldwide Holdings Inc. (“Hilton” 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. On May 5, 2019, the Company, PK Domestic Property LLC, an indirect subsidiary of the Company (“PK Domestic”), and PK Domestic Sub LLC, a wholly owned subsidiary of PK Domestic (“Merger Sub”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Chesapeake Lodging Trust (“Chesapeake”). On September 18, 2019, pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Chesapeake merged with and into Merger Sub (the “Merger”) and each of Chesapeake’s common shares of beneficial interest, $ 0.01 par value per share, was converted into $ 11.00 in cash and 0.628 of a share of our common stock. No fractional shares of our common stock were issued in the Merger. The value of any fractional interests to which a Chesapeake shareholder would otherwise have been entitled was paid in cash. We are a real estate investment trust (“REIT”) for United States (“U.S.”) federal income tax purposes. We have been organized and operated, and we expect to continue to be organized and operate, in a manner to qualify as a REIT. From the date of our spin-off from Hilton, Park Intermediate Holdings LLC (our “Operating Company”), directly or indirectly, has held all our assets and has conducted all of our operations. Park Parent owned 100 % of the interests of our Operating Company until December 31, 2021 when the business undertook an internal reorganization transitioning our structure to a traditional umbrella partnership REIT ("UPREIT") structure . Effective January 1, 2022, Park Parent became the managing member of our Operating Company and PK Domestic REIT Inc., a direct subsidiary of Park Parent, became a member of our Operating Company. We may, in the future, issue interests in (or from) our Operating Company in connection with acquiring hotels, financings, issuance of equity compensation or other purposes. Recent Events In October 2023, the trustee for the $ 725 million non-recourse CMBS loan ("SF Mortgage Loan") secured by two of our San Francisco hotels – the 1,921 -room Hilton San Francisco Union Square and the 1,024 -room Parc 55 San Francisco – a Hilton Hotel (collectively, the "Hilton San Francisco Hotels") filed a lawsuit against the borrowers under the SF Mortgage Loan. In connection with the lawsuit, the court appointed a receiver to take control of the Hilton San Francisco Hotels and their operations, and thus, we have no further economic interest in the operations of the hotels. The receiver will operate and has authority over the hotels and, until no later than November 1, 2024, has the ability to sell the hotels. The court order contemplates that the receivership will end with a non-judicial foreclosure by December 2, 2024, if the hotels are not sold within the predetermined sale period. Note 2: Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation Principles of Consolidation The 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 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”). All significant intercompany transactions and balances within these consolidated financial statements have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 59 Table of Contents Reclassifications Certain line items on the consolidated balance sheet as of December 31, 2022 and consolidated statements of comprehensive income (loss) for the year ended December 31, 2022 and 2021 have been reclassified to conform to the current period presentation. Summary of Significant Accounting Policies Property and Equipment Property and equipment are recorded at cost, and interest applicable to major construction or development projects is capitalized. Costs of improvements that extend the economic life or improve service potential are also capitalized. Capitalized costs are depreciated over their estimated useful lives. Costs for normal repairs and maintenance are expensed as incurred. Depreciation is recorded using the straight-line method over the assets’ estimated useful lives, which are generally as follows: buildings and improvements ( 8 to 40 years); furniture and equipment ( 3 to 8 years); and computer equipment and acquired software ( 3 years). Leasehold improvements are depreciated over the shorter of the estimated useful life, based on the estimates above, or the lease term. We evaluate the carrying value of our property and equipment if there are indicators of potential impairment. We perform an analysis to determine the recoverability of the asset’s carrying value by comparing the expected undiscounted future cash flows to the net book value of the asset. If it is determined that the expected undiscounted future cash flows are less than the net book value of the asset, the excess of the net book value over the estimated fair value is recorded in our consolidated statements of comprehensive income (loss) within impairment losses. Fair value is generally estimated using valuation techniques that consider the discounted cash flows of the asset using discount and capitalization rates deemed reasonable for the type of asset, as well as prevailing market conditions, appraisals, recent similar transactions in the market and, if appropriate and available, current estimated net sales proceeds from pending offers. If sufficient information exists to reasonably estimate the fair value of a conditional asset retirement obligation, including environmental remediation liabilities, we recognize the fair value of the obligation when the obligation is incurred, which is generally upon acquisition, construction or development and/or through the normal operation of the asset. Assets Held for Sale We classify a property as held for sale when we commit to a plan to sell the asset, the sale of the asset is probable within one year, and it is unlikely that action to complete the sale will change or that the sale will be withdrawn. When we determine that classification of an asset as held for sale is appropriate, we cease recording depreciation for the asset and value the property at the lower of depreciated cost or fair value, less costs to dispose. Further, the related assets and liabilities of the held for sale property will be classified as assets held for sale in our consolidated balance sheets. Any gains on sales of properties are recognized at the time of sale or deferred and recognized in net income (loss) in subsequent periods as any relevant conditions requiring deferral are satisfied. Investments in Affiliates The consolidated financial statements include entities in which we have a controlling financial interest, including VIEs where we are the primary beneficiary. The determination of a controlling financial interest is based upon the terms of the governing agreements of the respective entities, including the evaluation of rights held by other interests. If the entity is considered to be a VIE, we determine whether we are the primary beneficiary, and then consolidate those VIEs for which we have determined we are the primary beneficiary. If the entity in which we hold an interest does not meet the definition of a VIE, we evaluate whether we have a controlling financial interest through our voting interests in the entity. We consolidate entities when we own more than 50 percent of the voting shares of a company or otherwise have a controlling financial interest. References in these financial statements to net income (loss) attributable to stockholders do not include non-controlling interests, which represent the outside ownership interests of our consolidated, non-wholly owned entities and are reported separately. We hold investments in affiliates that primarily own or lease hotels. Investments in affiliates over which we exercise significant influence, but lack a controlling financial interest, are accounted for using the equity method. We account for investments using the equity method when we have the ability to exercise significant influence over the entity, typically through a more than minimal investment. 60 Table of Contents Our proportionate share of earnings (losses) from our equity method investments is presented as equity in earnings (losses) from investments in affiliates in our consolidated statements of comprehensive income (loss). Distributions from investments in affiliates are presented as an operating activity in our consolidated statements of cash flows when such distributions are a return on investment. Distributions from investments in affiliates are recorded as an investing activity in our consolidated statements of cash flows when such distributions are a return of investment. We assess the recoverability of our equity method investments if there are indicators of potential impairment. If an identified event or change in circumstances requires an evaluation to determine if an investment may have an other-than-temporary impairment, we assess the fair value of the investment based on accepted valuation methodologies, which include discounted cash flows, estimates of sales proceeds and external appraisals. If an investment’s fair value is below its carrying value and the decline is considered to be other-than-temporary, we will recognize an impairment loss in equity in earnings (losses) from investments in affiliates in our consolidated statements of comprehensive income (loss). Non-controlling Interests We present the portion of any equity that we do not own in entities that we have a controlling financial interest (and thus consolidate) as non-controlling interests and classify those interests as a component of total equity, separate from total stockholders’ equity, on our consolidated balance sheets. For consolidated joint ventures with pro rata distribution allocations, net income or loss is allocated between the joint venture partners based on their respective stated ownership percentages. In addition, we include net income (loss) attributable to the noncontrolling interest in net income (loss) in our consolidated statements of comprehensive income (loss). Intangible Assets Intangible assets with finite useful lives primarily include an air rights contract. The air rights contract value is based on the present value of the difference between the contractual rental amounts and the market rental rates for similar contracts, measured over a period equal to the remaining non-cancellable term of the contract. Intangible assets are amortized using the straight-line method over the remaining term of the contract. We review all finite lived intangible assets for impairment when circumstances indicate that their carrying amounts may not be recoverable. If the carrying value of an asset group is not recoverable, we recognize an impairment loss for the excess of the carrying value over the fair value in our consolidated statements of comprehensive income (loss). Asset Acquisitions We consider an asset acquisition to occur when substantially all the fair value of an acquisition is concentrated in a single identifiable asset or a group of similar identifiable assets. In an acquisition of assets, we are not required to expense our acquisition-related costs, and goodwill is not assigned. We will account for the properties purchased as asset acquisitions by allocating the total cash consideration, including transaction costs, to the individual assets acquired and liabilities assumed, respectively, on a relative fair value basis. Business Combinations We consider a business combination to occur when we take control of a business by acquiring its net assets or equity interests. We record the assets acquired, liabilities assumed and non-controlling interests at fair value as of the acquisition date, including any contingent consideration. We evaluate factors, including market data for similar assets, expected future cash flows discounted at risk-adjusted rates and replacement cost for the assets to determine an appropriate fair value of the assets. Acquisition-related costs, such as due diligence, legal and accounting fees, are expensed in the period incurred and are not capitalized or applied in determining the fair value of the acquired assets. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with original maturities, when purchased, of three months or less. Restricted Cash Restricted cash includes cash balances established as lender reserves required by our debt agreements and reserves for capital expenditures in accordance with certain of our management agreements. 61 Table of Contents Allowance for Doubtful Accounts An allowance for doubtful accounts is provided on accounts receivable when losses are probable based on historical collection activity and current business conditions. Leases We consider an arrangement to contain a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for compensation. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent the present value of our fixed payment obligations. Leases with a term of 12 months or less are not recorded on the balance sheet. We use our estimated incremental borrowing rate to determine the present value of our lease obligations. Our operating leases may require fixed payments, variable payments based on a percentage of revenue or income, or payments equal to the greater of a fixed or variable payment. Variable payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation is incurred. Operating lease expense is recognized on a straight-line basis over the lease term. Our lease terms include renewal options that we are reasonably certain to exercise, and renewal options controlled by the lessor. Fair Value Measurements—Valuation Hierarchy Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (an exit price). We use the three-level valuation hierarchy for classification of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-level hierarchy of inputs is summarized below: • Level 1—Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2—Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument. • Level 3—Valuation is based upon other unobservable inputs that are significant to the fair value measurement. The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety at the end of each reporting period. Derivative Instruments We may use derivative instruments as part of our overall strategy to manage our exposure to market risks associated with fluctuations in interest rates. We will regularly monitor the financial stability and credit standing of the counterparties to our derivative instruments. Under the terms of certain loan agreements, we may be required to maintain derivative financial instruments to manage interest rates. We do not enter into derivative financial instruments for trading or speculative purposes. We record all derivatives at fair value. On the date the derivative contract is entered, we designate the derivative as one of the following: a hedge of a forecasted transaction or the variability of cash flows to be paid (“cash flow hedge”); a hedge of the fair value of a recognized asset or liability (“fair value hedge”); or an undesignated hedge instrument. Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge or net investment hedge are recorded in other comprehensive income in the consolidated statements of comprehensive income (loss) until they are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of a derivative that is qualified, designated and highly effective as a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in current period earnings. Cash flows from designated derivative financial instruments are classified within the same category as the item being hedged in the consolidated statements of cash flows. Cash flows from undesignated derivative financial instruments are included as an investing activity in our consolidated statements of cash flows. 62 Table of Contents If we determine that we qualify for and will designate a derivative as a hedging instrument, at the designation date we formally document all relationships between hedging activities, including the risk management objective and strategy for undertaking various hedge transactions. This process includes matching all derivatives that are designated as cash flow hedges to specific forecasted transactions and linking all derivatives designated as fair value hedges to specific assets and liabilities in our consolidated balance sheets. To the extent we have designated a derivative as a hedging instrument, each reporting period we assess the effectiveness of our designated hedges in offsetting the variability in the cash flows or fair values of the hedged assets or obligations using the Hypothetical Derivative Method. This method compares the cumulative change in fair value of each hedging instrument to the cumulative change in fair value of a hypothetical hedging instrument, which has terms that identically match the critical terms of the respective hedged transactions. Thus, the hypothetical hedging instrument is presumed to perfectly offset the hedged cash flows. Ineffectiveness results when the cumulative change in the fair value of the hedging instrument exceeds the cumulative change in the fair value of the hypothetical hedging instrument. We discontinue hedge accounting prospectively, when the derivative is not highly effective as a hedge, the underlying hedged transaction is no longer probable, or the hedging instrument expires, is sold, terminated or exercised. Revenue Recognition Our results of operations primarily consist of room rentals, food and beverage sales and other ancillary goods and services from hotel properties. Other revenues primarily relate to support services we provide to Hilton Grand Vacations (“HGV”). Hotel operating revenues are disaggregated into room revenue, food and beverage revenue, ancillary hotel revenue and other revenue on the consolidated statements of comprehensive income (loss) to illustrate how economic factors affect the nature, amount and timing, and uncertainty of revenue and cash flows. Rooms revenue is recognized over time when rooms are occupied and food and beverage revenue is recognized at a point in time when goods and services have been delivered or rendered. Ancillary hotel revenue and other revenue is generally recognized at a point in time as goods and services are delivered or rendered. We assess if we are the principal or agent for certain ancillary services provided by third parties. If we are the principal, we recognize revenue based on the gross sales price. If we are the agent, we recognize revenue net of costs paid to service providers. Payment received for a future stay or event is recognized as an advance deposit, which is included in other liabilities on our consolidated balance sheets. Advance deposits are recognized as revenue when rooms are occupied or goods or services have been delivered or rendered to our customer. Our advance deposit balance as of December 31, 2023 and 2022 was $ 107 million and $ 103 million, respectively, and are generally recognized as revenue within a one-year period. Additionally, we collect sales, use, occupancy and similar taxes at our hotels, which we present on a net basis (excluded from revenues) in our consolidated statements of comprehensive income (loss). Share-based Compensation We recognize the cost of services received in share-based payment transactions with employees and non-employee directors as services are received and recognize a corresponding increase in additional paid-in capital for equity classified awards. We account for any forfeitures when they occur. The measurement objective for these equity awards is the estimated fair value at the grant date of the equity instruments that we will be obligated to issue when employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. The compensation expense for an award classified as an equity instrument is recognized ratably over the requisite service period. The requisite service period is the period during which an employee is required to provide service in exchange for an award. Income Taxes We are a REIT for U.S. federal income tax purposes. We have been organized and operated, and we expect to continue to be organized and operate, in a manner to qualify as a REIT. To qualify as a REIT, we must satisfy requirements related to, among other things, the real estate qualification of sources of our income, the real estate composition and values of our assets, the amounts we distribute to our stockholders annually and the diversity of ownership of our stock. To the extent we continue to remain qualified as a REIT, we generally will not be subject to U.S. federal income tax on taxable income generated by our REIT activities that we distribute annually to our stockholders. Accordingly, no provision for U.S. federal income taxes has been included in our accompanying consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 related to our REIT activities other than taxes related to our sale of built-in gain property (representing property held by us with an excess of fair value over tax basis on January 4, 2017). We were subject to U.S. federal income tax on taxable sales of built-in gain property during the five-year period following the date of our 63 Table of Contents spin-off, which ended in January 2022. We remain subject to California income tax on taxable sales of built-in-gain property until January 2027. In addition, we are subject to non-U.S. income tax on foreign held REIT activities and certain sales of foreign investments. Further, our taxable REIT subsidiaries (“TRSs”) are generally subject to U.S. federal, state and local, and foreign income taxes (as applicable). We account for income taxes using the asset and liability method. The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year, to recognize the deferred tax assets and liabilities that relate to tax consequences in future years, which result from differences between the respective tax basis of assets and liabilities and their financial reporting amounts, and to recognize tax loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the respective temporary differences or operating loss or tax credit carry forwards are expected to be recovered or settled. The realization of deferred tax assets and tax loss and tax credit carry forwards is contingent upon the generation of future taxable income and other restrictions that may exist under the tax laws of the jurisdiction in which a deferred tax asset exists. Valuation allowances are provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized. We use a prescribed recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. For all income tax positions, we first determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. If it is determined that a position meets the more-likely-than-not recognition threshold, the benefit recognized in the financial statements is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. Recently Issued Accounting Pronouncements Accounting Standards Not Yet Adopted In November 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, which enhances segment disclosures, including disclosures about significant segment expenses. We expect to adopt ASU 2023-07 on a retrospective basis when the requirements become effective for the year-ended December 31, 2024. We are currently evaluating the effect that ASU 2023-07 will have on our consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-08 ("ASU 2023-08"), Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which enhances income tax disclosures, including disclosures about the existing rate reconciliation and income taxes paid information. We expect to adopt ASU 2023-08 when the requirements become effective for the year-ended December 31, 2025. ASU 2023-08 is required to be adopted on a prospective basis, but retrospective adoption is permitted. We are currently evaluating the effect that ASU 2023-08 will have on our consolidated financial statements. Note 3: Acquisitions and Dispositions Acquisitions In March 2023, we acquired two parcels of land, adjacent to the Hilton Hawaiian Village Waikiki Beach Resort, for a purchase price of approximately $ 18 million, including transaction costs. We accounted for the purchase as an acquisition of an asset, and the entire purchase price was allocated to land. Dispositions In February 2023, we sold the Hilton Miami Airport hotel for gross proceeds of $ 118.25 million. We recognized a net gain of approximately $ 15 million, which is included in gain (loss) on sales of assets, net in our consolidated statements of comprehensive income (loss). Additionally, in June 2023, the ground lessor terminated the ground lease for the Embassy Suites Phoenix Airport hotel and, pursuant to an agreement, we received an early termination fee of approximately $ 4 million, which is included in other gain (loss), net in our consolidated statements of comprehensive income (loss). 64 Table of Contents During the year ended December 31, 2022, we sold the five consolidated hotels listed in the table below and received total gross proceeds of approximately $ 149 million. We recognized a net gain of approximately $ 15 million, which is included in gain (loss) on sales of assets, net in our consolidated statements of comprehensive income (loss). Hotel Location Month Sold Hampton Inn & Suites Memphis – Shady Grove Memphis, Tennessee April 2022 Hilton Chicago/Oak Brook Suites Chicago, Illinois May 2022 Homewood Suites by Hilton Seattle Convention Center Pike Street Seattle, Washington June 2022 Hilton Garden Inn Chicago/Oakbrook Terrace Chicago, Illinois July 2022 Hilton Garden Inn LAX/El Segundo El Segundo, California September 2022 In June 2022, we sold our ownership interests in the joint ventures that own and operate the Hilton San Diego Bayfront for gross proceeds of $ 157 million. Our gross proceeds were reduced by $ 55 million for our share of the mortgage debt in the joint venture. We recognized a gain of approximately $ 92 million, net of selling costs, which is included in other gain (loss), net in our consolidated statements of comprehensive income (loss). Additionally, in October 2022, the joint ventures that own and operate the DoubleTree Hotel Las Vegas Airport sold the hotel for gross proceeds of approximately $ 22 million, and our pro-rata share of the gross proceeds was approximately $ 11 million. We recognized a gain of approximately $ 9 million, which is included in equity in earnings (losses) from investments in affiliates in our consolidated statements of comprehensive income (loss). During the year ended December 31, 2021, we sold the five consolidated hotels listed in the table below, received total gross proceeds of approximately $ 477 million and recognized a net $ 5 million loss due to selling costs , which is included in gain (loss) on sales of assets, net in our consolidated statements of comprehensive income (loss). In addition, we recognized a $ 5 million impairment loss from the classification of the Hotel Adagio, Autograph Collection, as held for sale at June 30, 2021, as the selling costs reduced the gross proceeds to less than the net book value of the property, which is included in impairment and casualty loss in our consolidated statements of comprehensive income (loss). Hotel Location Month Sold W New Orleans – French Quarter New Orleans, Louisiana April 2021 Hotel Indigo San Diego Gaslamp Quarter (1) San Diego, California June 2021 Courtyard Washington Capitol Hill Navy Yard (1) Washington, D.C. June 2021 Hotel Adagio, Autograph Collection San Francisco, California July 2021 Le Meridien San Francisco San Francisco, California August 2021 ______________________________________________ (1) Sold as a portfolio in the same transaction. Note 4: Property and Equipment Property and equipment were: December 31, 2023 2022 (in millions) Land $ 2,990 $ 3,317 Buildings and leasehold improvements 5,814 6,512 Furniture and equipment 947 994 Construction-in-progress 341 201 10,092 11,024 Accumulated depreciation and amortization ( 2,633 ) ( 2,723 ) $ 7,459 $ 8,301 65 Table of Contents Depreciation of property and equipment was $ 286 million, $ 268 million and $ 281 million during the years ended December 31, 2023, 2022 and 2021, respectively. For the year ended December 31, 2023, we recognized an impairment loss of approximately $ 202 million related to one of the hotels securing our $ 725 million SF Mortgage Loan as a result of a decision to cease making debt service payments. In October 2023, the Hilton San Francisco Hotels that secure the SF Mortgage Loan were placed into receivership. Refer to Note 7: "Debt" and Note 8: "Fair Value Measurements" for additional information. For the year ended December 31, 2021, we recognized $ 5 million of impairment losses related to one of our hotels classified as held for sale as of June 30, 2021, which was subsequently sold in July 2021, as the estimated selling costs were expected to reduce the gross proceeds below the net book value of the property. Note 5: Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates Consolidated VIEs We consolidate VIEs that own three hotels in the U.S. We are the primary beneficiary of these VIEs as we have the power to direct the activities that most significantly affect their economic performance. Additionally, we have the obligation to absorb their losses and the right to receive benefits that could be significant to them. The assets of our VIEs are only available to settle the obligations of these entities. Our consolidated balance sheets include the following assets and liabilities of these entities: December 31, 2023 2022 (in millions) Property and equipment, net $ 209 $ 208 Cash and cash equivalents 17 21 Restricted cash 2 2 Accounts receivable, net 5 4 Prepaid expenses 3 2 Debt 202 205 Accounts payable and accrued expenses 11 8 Due to hotel manager 2 2 Other liabilities 3 4 Unconsolidated Entities Four of our hotels are owned by unconsolidated joint ventures in which we hold an interest. These hotels are accounted for using the equity method and had total debt of approximately $ 702 million and $ 721 million as of December 31, 2023 and 2022, respectively. Substantially all the debt is secured solely by the affiliates' assets or is guaranteed by other partners without recourse to us. Note 6: Intangibles Intangible assets were: December 31, 2023 2022 (in millions) Air rights contract 45 45 Other 4 7 Accumulated amortization ( 7 ) ( 9 ) $ 42 $ 43 66 Table of Contents As of December 31, 2023, we estimated our future amortization expense for our intangible assets to be: Year (in millions) 2024 $ 1 2025 1 2026 1 2027 1 2028 1 Thereafter 37 $ 42 Note 7: Debt Debt balances and associated interest rates as of December 31, 2023 were: Principal balance as of Interest Rate at December 31, 2023 Maturity Date December 31, 2023 December 31, 2022 (in millions) HHV Mortgage Loan 4.20 % November 2026 $ 1,275 $ 1,275 Other mortgage loans (1) Average rate of 4.37 % 2024 to 2027 (2) 385 469 Revolver (3) SOFR + 2.10 % December 2026 — 50 2025 Senior Notes 7.50 % June 2025 650 650 2028 Senior Notes 5.88 % October 2028 725 725 2029 Senior Notes 4.88 % May 2029 750 750 Finance lease obligations 7.66 % 2024 to 2028 1 — 3,786 3,919 Add: unamortized premium 1 3 Less: unamortized deferred financing costs and discount ( 22 ) ( 30 ) $ 3,765 $ 3,892 ____________________________________________________________________________________ (1) In June 2023, we fully repaid the $ 75 million mortgage loan secured by the W Chicago – City Center. (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 December 31, 2023, Park had not received notice from the lender. (3) In February 2023, we fully repaid the $ 50 million outstanding balance under our amended and restated 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 December 31, 2023, we had approximately $ 4 million outstanding on a standby letter of credit and $ 946 million of available capacity under our Revolver. Mortgage Loans In October 2016, we entered into a $ 1.275 billion CMBS loan secured by the Hilton Hawaiian Village (“HHV Mortgage Loan”). The HHV Mortgage Loan bears interest at a fixed-rate and requires interest-only payments through its maturity date. The HHV Mortgage Loan may be partially or fully prepaid, subject to prepayment penalties. Our mortgage loans, which are associated with our three consolidated VIEs and mortgage loans acquired through the Merger, bear interest at fixed-rates. Certain of our mortgage loans require interest-only loan payments through their respective maturity dates, and the remaining mortgage loans require payments of both principal and interest on a monthly basis. 67 Table of Contents We are required to deposit with lenders certain cash reserves for restricted uses. As of December 31, 2023 and 2022, our consolidated balance sheets included $ 1 million and $ 6 million of restricted cash, respectively, related to our mortgage loans. Credit Facilities 2016 Term Loan and Revolver In December 2016, we entered into a credit agreement (“Original Credit Agreement”) with Wells Fargo Bank, National Association as administrative agent, and certain others financial institutions party thereto as lenders. The facility included a $ 1 billion Revolver, and a term loan due December 2021 ("2016 Term Loan"). We used proceeds from the issuance of the $ 725 million senior notes due 2028 ("2028 Senior Notes") to repay all amounts outstanding under our 2016 Term Loan. In December 2022, we amended and restated the Original Credit Agreement ("Credit Agreement"). The Credit Agreement provides aggregate commitments of $ 950 million for the Revolver, which can be increased by up to $ 500 million with lender approval, and matures on December 1, 2026, with the ability to extend its maturity by one year as (i) a one-year extension or (ii) two six-month extensions. Borrowings under the Revolver bear interest based upon the secured overnight financing rate ("SOFR") plus a credit spread adjustment of 0.1 %, plus an applicable margin based on our leverage ratio. We incur an unused facility fee on the Revolver of between 0.2 % and 0.3 %, based on our level of usage. The Credit Agreement also contains certain financial covenants including a maximum leverage ratio, minimum fixed charge coverage ratio, maximum secured leverage ratio, maximum unsecured indebtedness to unencumbered asset value ratio and minimum unencumbered adjusted net operating income to unsecured interest coverage ratio, certain of which were adjusted to revised levels through the end of the first quarter of 2024. The Credit Agreement allows us to conduct share repurchases, subject to compliance with the financial covenants, and released all collateral securing the Revolver and Senior Notes. The Credit Agreement restricts activities of the Company, including our ability to grant liens on certain properties, mergers, affiliate transactions, asset sales and the payment of dividends and distributions (except to the extent required to maintain REIT status and certain other agreed exceptions). Additionally, 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. Any outstanding standby letters of credit reduce the available borrowings on the Revolver by a corresponding amount. As of December 31, 2023, we had approximately $ 4 million outstanding on a standby letter of credit. In February 2023, we fully repaid the $ 50 million balance on our Revolver with a portion of the net proceeds from the sale of the Hilton Miami Airport hotel. We capitalized $ 9 million of issuance costs during the year ended December 31, 2022. Senior Notes 2025 Senior Notes In May 2020, our Operating Company, PK Domestic and PK Finance issued an aggregate of $ 650 million of senior notes due 2025 ("2025 Senior Notes"). We used $ 219 million of the net proceeds to repay a portion of the then outstanding balance under our Revolver, $ 69 million to partially repay the 2016 Term Loan and the remainder was used for general corporate purposes. The 2025 Senior Notes bear interest at a rate of 7.500 % per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning December 1, 2020. The 2025 Senior Notes will mature on June 1, 2025. We may redeem the 2025 Senior Notes, in whole or in part, at the applicable redemption prices set forth in the indenture. On or after June 1, 2024, we may redeem the 2025 Senior Notes at 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. 2028 Senior Notes In September 2020, our Operating Company, PK Domestic LLC and the PK Finance issued an aggregate of $ 725 million of 2028 Senior Notes. The 2028 Senior Notes bear interest at a rate of 5.875 % per annum, payable semi-annually in arrears on April 1 and October 1 of each year beginning April 1, 2021. Net proceeds were used to repay the 2016 Term Loan in full and to repay $ 80 million of the then outstanding balance under our Revolver. We may redeem the 2028 Senior Notes, in whole or in part, at the applicable redemption prices set forth in the indenture. On or after October 1, 2025, we may redeem the 2028 Senior Notes at 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. 68 Table of Contents 2029 Senior Notes 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"). Net proceeds were used to repay $ 564 million of the then outstanding balance under our Revolver and $ 173 million of the 2019 Term Facility. The 2029 Senior Notes bear interest at a rate of 4.875 % per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning November 15, 2021. The 2029 Senior Notes will mature on May 15, 2029. We capitalized $ 13 million of issuance costs during the year ended December 31, 2021. We may redeem the 2029 Senior Notes at any time prior to May 15, 2024, in whole or in part, at a redemption price equal to 100 % of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date plus a make-whole premium. On or after May 15, 2024, we may redeem the 2029 Senior Notes, in whole or in part, at the applicable redemption prices set forth in the indenture. On or after May 15, 2026, we may redeem the 2029 Senior Notes at 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, before May 15, 2024, we may redeem up to 40 % of the 2029 Senior Notes with the net cash proceeds from certain equity offerings at a redemption price of 104.875 % of the principal amount redeemed. Indentures The 2025 Senior Notes, 2028 Senior Notes and 2029 Senior Notes (collectively, the “Senior Notes”) are guaranteed by us and by the subsidiaries of our Operating Company that also guarantee indebtedness under our credit facility. The guarantees are full and unconditional and joint and several. The Senior Notes are no longer secured following the amendment and restatement of the Original Credit Agreement in December 2022, at which time all collateral securing the Revolver and Senior Notes was released. The indentures governing the Senior Notes contain customary covenants that limit the issuers’ ability and, in certain instances, the ability of the issuers’ subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These covenants are subject to a number of exceptions and qualifications, including the ability to declare or pay any cash dividend or make any cash distribution to us to the extent necessary for us to fund a dividend or distribution by us that we believe is necessary to maintain our status as a REIT or to avoid payment of any tax for any calendar year that could be avoided by reason of such distribution, and the ability to make certain restricted payments not to exceed $ 100 million, plus 95 % of our cumulative Funds From Operations (as defined in the indentures), plus the aggregate net proceeds from (i) the sale of certain equity interests in, (ii) capital contributions to, and (iii) certain convertible indebtedness of the Operating Company. In addition, the indentures require our Operating Company to maintain total unencumbered assets as of each fiscal quarter of at least 150 % of total unsecured indebtedness, in each case calculated on a consolidated basis. Debt Maturities The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of December 31, 2023 were: Year (in millions) 2024 (1) $ 61 2025 657 2026 1,563 2027 30 2028 725 Thereafter (2) 750 $ 3,786 ____________________________________________________________________________________ (1) Excludes the SF Mortgage Loan. (2) Assumes the exercise of all extensions that are exercisable solely at our option. Debt Associated with Hotels in Receivership In June 2023, we ceased making debt service payments towards the $ 725 million SF Mortgage Loan, which was due November 2023, and we received a notice of default from the servicer. The stated rate on the loan is 4.11 %; however, 69 Table of Contents beginning June 1, 2023, the default interest rate on the loan is 7.11 %. Additionally, beginning June 1, 2023, the loan accrues a monthly late payment administrative fee of 3 % of the monthly amount due. In October 2023, the trustee for the SF Mortgage Loan filed a lawsuit against the borrowers under the SF Mortgage Loan. In connection with the lawsuit, the court appointed a receiver to take control of the Hilton San Francisco Hotels, which serve as security for the SF Mortgage Loan, and their operations, and thus, we have no further economic interest in the operations of the hotels. The receiver will operate and has authority over the hotels and, until no later than November 1, 2024, has the ability to sell the hotels. The court order contemplates that the receivership will end with a non-judicial foreclosure by December 2, 2024, if the hotels are not sold within the predetermined sale period. We derecognized the Hilton San Francisco Hotels from our consolidated balance sheet in October 2023, when the receiver took control of the hotels, and accordingly recognized a gain of $ 221 million which is included in gain on derecognition of assets in our consolidated statements of comprehensive income (loss) and recorded a contract asset of $ 760 million, which represents the liabilities we expect to be released from upon final resolution with the lender on the SF Mortgage Loan in exchange for the transfer of ownership of the Hilton San Francisco Hotels. The $ 725 million SF Mortgage Loan will remain a liability until final resolution with the lender is concluded, and thus is included in debt associated with hotels in receivership on our consolidated balance sheet. Note 8: Fair Value Measurements We did not elect the fair value measurement option for our financial assets or liabilities. The fair values of our other financial instruments not included in the table below are estimated to be equal to their carrying amounts. The fair value of our debt and the hierarchy level we used to estimate fair values are shown below: December 31, 2023 December 31, 2022 Hierarchy Level Carrying Amount Fair Value Carrying Amount Fair Value (in millions) Liabilities: HHV Mortgage Loan 3 $ 1,275 $ 1,195 $ 1,275 $ 1,142 Other mortgage loans 3 385 365 469 435 Revolver 3 — — 50 50 2025 Senior Notes 1 650 652 650 652 2028 Senior Notes 1 725 713 725 661 2029 Senior Notes 1 750 702 750 635 The fair value of the SF Mortgage Loan, which has a carrying value of $ 725 million as of both December 31, 2023 and 2022, and categorized as Level 3 of the fair value hierarchy, was $ 718 million and $ 692 million, respectively, as of December 31, 2023 and 2022. Refer to Note 7: "Debt" for additional information. 70 Table of Contents During the year ended December 31, 2023, we recognized an impairment loss related to one of our hotels. In October 2023, this hotel, along with the other hotel securing our SF Mortgage Loan, were placed into receivership. Refer to Note 7: "Debt" for additional information. The estimated value of the asset that was measured on a nonrecurring basis was: December 31, 2023 Fair Value Impairment Loss (in millions) Property and equipment (1) $ 234 $ 202 Total $ 234 $ 202 ____________________________________________________________________________________ (1) Fair value as of December 31, 2023 was measured using significant unobservable inputs (Level 3). We estimated fair value of the asset using a discounted cash flow analysis, with an estimated stabilized growth rate of 3 %, a discounted cash flow term of 10 years, terminal capitalization rate of 6.3 %, and discount rate of 9.5 %. The discount and terminal capitalization rates used for the fair values of the asset reflected the risk profile of the market where the property is located. Note 9: Leases We lease hotel properties, land and equipment under operating and financing leases. We are subject to ground leases on 13 of our consolidated properties. Our leases expire, including options under lessor control, at various dates through 2083, with varying renewal options, and the majority expire before 2034. Our operating leases may require minimum rent payments, variable rent payments based on a percentage of revenue or income or rent payments equal to the greater of a minimum rent or variable rent. In addition, we may be required to pay some, or all, of the capital costs for property and equipment in the hotel during the term of the lease. The future minimum rent payments under our current leases, due in each of the next five years and thereafter as of December 31, 2023, were: Operating Leases Year (in millions) 2024 $ 24 2025 27 2026 18 2027 19 2028 19 Thereafter 326 Total minimum rent payments 433 Less: imputed interest 210 Total operating lease liabilities $ 223 As of both December 31, 2023 and 2022, the weighted average remaining operating lease term was 26.0 years, and the weighted average discount rate used to determine the operating lease liabilities was 5.7 % and 5.6 %, respectively. 71 Table of Contents The components of rent expense, which are primarily included in other property expenses in our consolidated statements of comprehensive income (loss), as well as supplemental cash flow and non-cash information for all operating leases were: Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021 (in millions) Operating lease expense $ 23 $ 28 $ 29 Variable lease expense 16 13 4 Operating cash flows for operating leases 24 29 30 Operating lease right-of-use asset reassessment (1) — ( 4 ) — ____________________________________________________________________________________ (1) For the year ended December 31, 2022, amount represents a reduction to our right-of-use assets and lease liability due to a change in discount rate upon a lease remeasurement. Note 10: Income Taxes We are a REIT for U.S. federal income tax purposes. We have been organized and operated, and we expect to continue to be organized and operate in a manner to qualify as a REIT. To qualify as a REIT, we must satisfy requirements related to, among other things, the real estate qualification of sources of our income, the real estate composition and values of our assets, the amounts we distribute to our stockholders annually and the diversity of ownership of our stock. To the extent we continue to remain qualified as a REIT, we generally will not be subject to U.S. federal (and state) income tax on taxable income generated by our REIT activities that we distribute annually to our stockholders. Accordingly, no provision for U.S. federal income taxes has been included in our accompanying consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 related to our REIT activities other than taxes related to our sale of built-in gain property. The components of our provision for income taxes were: Year Ended December 31, 2023 2022 2021 (in millions) Current: U.S. Federal $ 5 $ 1 $ 5 State 19 1 ( 2 ) Total current 24 2 3 Deferred: U.S. Federal 4 — ( 1 ) State 10 ( 2 ) — Total deferred 14 ( 2 ) ( 1 ) Total provision for income taxes $ 38 $ — $ 2 72 Table of Contents For the year ended December 31, 2023, the total provision for income taxes includes $ 28 million of income taxes associated with the effective exit from the Hilton San Francisco Hotels. Reconciliations of our tax provision at the U.S. statutory rate to the provision for income taxes were: Year Ended December 31, 2023 2022 2021 (in millions) Statutory U.S. federal income tax provision (benefit) $ 30 $ 36 $ ( 94 ) State income taxes, net of U.S. federal tax benefit 29 1 — Change in deferred tax asset valuation allowance — 4 ( 22 ) REIT income not subject to tax ( 23 ) ( 39 ) 116 Derecognition and remeasurement of deferred taxes — ( 2 ) ( 1 ) Other 2 — 3 Provision for income taxes $ 38 $ — $ 2 Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities plus carryforward items. The composition of net deferred tax balances were as follows: December 31, 2023 2022 (in millions) Deferred income tax assets (1) $ 1 $ — Deferred income tax liabilities (2) ( 24 ) ( 9 ) Net deferred tax liability $ ( 23 ) $ ( 9 ) ____________________________________________________________________________________ (1) Included within other assets in our consolidated balance sheets, net of valuation allowance. (2) Included within other liabilities in our consolidated balance sheets. The tax effects of the temporary differences and carryforwards that give rise to our net deferred tax liability were: December 31, 2023 2022 (in millions) Deferred tax assets: Net operating loss carryforwards $ 49 $ 53 Deferred income — 4 Investments 5 3 Interest expense limitation 4 — Other 7 6 Total gross deferred tax assets 65 66 Less: valuation allowance ( 59 ) ( 59 ) Deferred tax assets 6 7 Deferred tax liabilities: Property and equipment ( 16 ) ( 3 ) Investments ( 10 ) ( 9 ) Accrued compensation ( 2 ) ( 4 ) Other ( 1 ) — Deferred tax liabilities ( 29 ) ( 16 ) Net deferred tax liability $ ( 23 ) $ ( 9 ) 73 Table of Contents As of December 31, 2023, we had U.S. federal and state net operating loss carryforwards of approximately $ 673 million, which resulted in deferred tax assets of $ 49 million. Our U.S. federal net operating loss carryforwards of approximately $ 267 million are not subject to expiration. Our U.S. state net operating loss carryforwards of approximately $ 406 million will begin to expire in 2030. We made no cash distributions to our stockholders in 2021. The cash distributions to stockholders in 2023 and 2022 are characterized, for U.S. federal income tax purposes, as follows: Year Ended December 31, 2023 2022 Common distributions (per share): Ordinary dividends $ 0.000000 $ 0.000000 Capital gain distributions (1) 2.150000 0.280000 ____________________________________________________________________________________ (1) Capital gain distribution disclosure pursuant to Treasury Regulation §1.1061-6(c). The following additional information relates to the capital gain distributions for calendar years 2023 and 2022 , as reported on Park Hotels & Resorts Inc. Form 1099-DIV, Box 2a. For purposes of Internal Revenue Code Section 1061, which is generally applicable to direct and indirect holders of “applicable partnership interests”: (i) the “One Year Amounts” are $ 0.000000 per share, and (ii) the “Three Year Amounts” are $ 0.000000 per share, with respect to both the 2023 and 2022 capital gain distributions. Note 11: Share-Based Compensation We issue equity-based awards to our employees pursuant to the 2017 Omnibus Incentive Plan (the “2017 Employee Plan”) and our non-employee directors pursuant to the 2017 Stock Plan for Non-Employee Directors (the “2017 Director Plan”) both of which are amended and restated from time to time. An amendment and restatement of the 2017 Employee Plan was approved by our Board 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 December 31, 2023, 7,496,571 shares of common stock remain available for future issuance. The 2017 Director Plan provides that a maximum of 950,000 shares of our common stock may be issued, and as of December 31, 2023, 255,351 shares of common stock remain available for future issuance. For the years ended December 31, 2023, 2022 and 2021, we recognized $ 18 million, $ 17 million and $ 19 million of share-based compensation expense, respectively. As of December 31, 2023, unrecognized compensation expense was $ 20 million, which is expected to be recognized over a weighted-average period of 1.6 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) during the years ended December 31, 2023, 2022 and 2021 was $ 7 million, $ 7 million and $ 18 million, respectively. 74 Table of Contents Restricted Stock Awards Restricted Stock Awards (“RSAs”) generally vest in annual installments between one and three years from each grant date. The following table provides a summary of RSAs for the years ended December 31, 2023, 2022 and 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at January 1, 2021 834,258 $ 21.68 Granted 434,486 20.52 Vested ( 456,357 ) 19.08 Forfeited ( 23,065 ) 22.45 Unvested at December 31, 2021 789,322 22.52 Granted 471,614 18.16 Vested ( 378,605 ) 22.51 Forfeited ( 38,485 ) 20.28 Unvested at December 31, 2022 843,846 20.19 Granted 696,356 13.45 Vested ( 539,133 ) 20.39 Forfeited ( 18,484 ) 15.52 Unvested at December 31, 2023 982,585 $ 15.40 Performance Stock Units Performance Stock Units (“PSUs”) generally vest at the end of a three-year performance period and are subject to the achievement of a market condition based on a measure of our total shareholder return relative to the total shareholder return of the companies that comprise the FTSE Nareit Lodging Resorts Index (that have a market capitalization in excess of $ 1 billion as of the first day of the applicable performance period). The number of PSUs that may become vested ranges from zero to 200 % of the number of PSUs granted to an employee, based on the level of achievement of the foregoing performance measure. Additionally, in November 2020, we granted special awards with vesting of these awards subject to the achievement of eight increasing levels of our average closing sales price per share, from $ 11.00 to $ 25.00 , over a consecutive 20 trading day period (“Share Price Target”). One-eighth of PSUs will vest at each date a Share Price Target is achieved and any PSUs remaining after a four-year performance period will be forfeited. As of December 31, 2023, six of the eight Share Price Targets were achieved and thus 75 % of the awards granted were vested. 75 Table of Contents The following table provides a summary of PSUs for the years ended December 31, 2023, 2022 and 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at January 1, 2021 1,078,555 $ 18.70 Granted 327,416 27.16 Vested ( 428,255 ) 16.33 Forfeited ( 5,642 ) 20.29 Unvested at December 31, 2021 972,074 22.59 Granted 393,225 21.93 Forfeited ( 166,974 ) 34.47 Unvested at December 31, 2022 1,198,325 20.71 Granted 590,805 19.96 Forfeited ( 261,554 ) 24.80 Unvested at December 31, 2023 1,527,576 $ 19.72 The grant date fair values of the awards that are subject to the achievement of market conditions based on total shareholder return were determined using a Monte Carlo simulation valuation model with the following assumptions: Year Ended December 31, 2023 2022 2021 Expected volatility 48.0 % 57.5 % 60.0 % Dividend yield (1) — — — Risk-free rate 4.3 % 1.7 % 0.2 % - 0.3 % Expected term 3 years 3 years 3 years ____________________________________________________________________________________ (1) Dividends are assumed to be reinvested in shares of our common stock and dividends will not be paid unless shares vest. 76 Table of Contents Note 12: Earnings Per Share The following table presents the calculation of basic and diluted earnings per share (“EPS”): Year Ended December 31, 2023 2022 2021 (in millions, except per share amounts) Numerator: Net income (loss) attributable to stockholders $ 97 $ 162 $ ( 459 ) Earnings attributable to participating securities ( 2 ) — — Net income (loss) attributable to stockholders, net of earnings allocated to participating securities $ 95 $ 162 $ ( 459 ) Denominator: Weighted average shares outstanding – basic 214 228 236 Unvested restricted shares 1 — — Weighted average shares outstanding – diluted 215 228 236 Earnings (loss) per share – Basic (1) $ 0.44 $ 0.71 $ ( 1.95 ) Earnings (loss) per share – Diluted (1) $ 0.44 $ 0.71 $ ( 1.95 ) ____________________________________________________________________________________ (1) Per share amounts are calculated based on unrounded numbers and are calculated independently for each period presented. Certain of our outstanding equity awards were excluded from the above calculation of EPS for the years ended December 31, 2023, 2022 and 2021 because their effect would have been anti-dilutive. Note 13: Hotel Management Operating and License Agreements Management and Franchise Fees We have management agreements, whereby we pay a base fee equal to a percentage of total revenues, as defined, as well as an incentive fee if specified financial performance targets are achieved. Our managers generally have sole responsibility for all activities necessary for the operation of the hotels, including establishing room rates, processing reservations and promoting and publicizing the hotels. Our managers also generally provide all employees for the hotels, prepare reports, budgets and projections, and provide other administrative and accounting support services to the hotels. We have consultative and limited approval rights with respect to certain actions of our managers, including entering into long-term or high value contracts, engaging in certain actions relating to legal proceedings, approving the operating budget, making certain capital expenditures and the hiring of certain management personnel. Our management agreements have initial terms ranging from 5 to 30 years and allow for one or more renewal periods. Assuming all renewal periods are exercised by our hotel managers, the total term of our management agreements range from 5 to 70 years. We also have franchise agreements for 4 hotels. The franchise agreements have an initial term of 13 to 20 years and cannot be extended without the franchisor’s consent. Marketing Fees Additionally, the management and franchise agreements generally require a marketing fee equal to a percentage of rooms revenues. Total marketing fees were $ 47 million, $ 45 million and $ 26 million for the years ended December 31, 2023, 2022 and 2021, respectively, and were included in other departmental and support expense in our consolidated statements of comprehensive income (loss). Employee Cost Reimbursements We are responsible for reimbursing our managers for certain employee related costs outside of payroll. These costs include contributions to a defined contribution 401(k) Retirement Savings Plan administered by our managers, union- 77 Table of Contents sponsored pension plans and other post-retirement plans. All of these plans are the responsibility of our managers and our obligation is only for the reimbursement of these costs for individuals who work at our hotel properties. Total employee cost reimbursements were $ 132 million, $ 117 million and $ 55 million for the years ended December 31, 2023, 2022 and 2021, respectively, and were included in the respective operating expenses line item in our consolidated statements of comprehensive income (loss) based upon the nature of services provided by such employees. Note 14: Business Segment Information As of December 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 from hotel operations, adjusted to exclude the following items that are not reflective of our ongoing operating performance or incurred in the normal course of business, and thus excluded from management's analysis in making day-to-day operating decisions and evaluations of our operating performance against other companies within our industry: • Gains or losses on sales of assets for both consolidated and unconsolidated investments; • Costs associated with hotel acquisitions or dispositions expensed during the period; • Severance expense; • Share-based compensation expense; • Impairment losses and casualty gains or losses; and • Other items that we believe are not representative of our current or future operating performance. 78 Table of Contents The following table presents revenues for our consolidated hotels reconciled to our consolidated amounts and net income (loss) to Hotel Adjusted EBITDA: Year Ended December 31, 2023 2022 2021 (in millions) Revenues: Total consolidated hotel revenues $ 2,613 $ 2,426 $ 1,311 Other revenues 85 75 51 Total revenues $ 2,698 $ 2,501 $ 1,362 Net income (loss) $ 106 $ 173 $ ( 452 ) Other revenues ( 85 ) ( 75 ) ( 51 ) Depreciation and amortization expense 287 269 281 Corporate general and administrative expense 65 63 62 Impairment and casualty loss 204 6 9 Other operating expenses 83 72 49 (Gain) loss on sales of assets, net ( 15 ) ( 13 ) 5 Gain on derecognition of assets ( 221 ) — — Interest income ( 38 ) ( 13 ) ( 1 ) Interest expense 207 217 228 Interest expense associated with hotels in receivership 45 30 30 Equity in (earnings) losses from investments in affiliates ( 11 ) ( 15 ) 7 Income tax expense 38 — 2 Other (gain) loss, net ( 4 ) ( 96 ) 7 Other items 25 12 1 Hotel Adjusted EBITDA $ 686 $ 630 $ 177 The following table presents total assets for our consolidated hotels, reconciled to total assets: December 31, 2023 2022 (in millions) Consolidated hotels $ 9,406 $ 9,726 All other 13 5 Total assets $ 9,419 $ 9,731 Note 15: Commitments and Contingencies As of December 31, 2023, we had outstanding commitments under third-party contracts of approximately $ 90 million for capital expenditures at our properties, of which $ 16 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, and $ 10 million relates to the complete renovation of all guestrooms, public spaces, and certain hotel infrastructure at the Casa Marina Key West, Curio Collection. Our contracts contain clauses that allow us to cancel all or some portion of the work. If cancellation of a contract occurred, our commitment would be any costs incurred up to the cancellation date, in addition to any costs associated with the discharge of the contract. We are involved in litigation arising from the normal course of business, some of which includes claims for substantial sums, and may make certain indemnifications or guarantees to select buyers of our hotels as part of a sale process. We are also involved in claims and litigation that is not in the ordinary course of business in connection with the spin-off from Hilton. The spin-off agreements provide that Hilton will indemnify us from certain of these claims as well as 79 Table of Contents require us to indemnify Hilton for other claims. In addition, losses related to certain contingent liabilities could be apportioned to us under the spin-off agreements. In connection with our obligation to indemnify Hilton under the spin-off agreements, we have reserved approximately $ 8 million as of December 31, 2023 related to litigation with respect to an audit by the Australian Tax Office (“ATO”) of Hilton related to the sale of the Hilton Sydney in June 2015. This amount could change as the litigation of the ATO’s claim progresses. In February 2021, we were required to make a payment to Hilton of approximately $ 11 million representing our share of: (i) the deposit required from Hilton by the ATO to further contest the claim and (ii) certain out-of-pocket expenses incurred by Hilton. Additionally, as of December 31, 2023, Hilton remains subject to U.S. federal income tax examinations from 2011 through 2017, the year of our spin-off. Various income tax returns for Hilton filed with state, local and foreign jurisdictions remain subject to examination by the applicable taxing authorities. Note 16: Supplemental Disclosures of Cash Flow Information Interest paid during the years ended December 31, 2023, 2022 and 2021 was $ 215 million, $ 245 million and $ 242 million, respectively. The decrease in interest paid during the year ended December 31, 2023 as compared to the years ended December 31, 2022 and 2021 is primarily due to the cessation of debt service payments toward the SF Mortgage Loan beginning in June 2023. We paid $ 7 million, $ 7 million and $ 31 million in income taxes during the years ended December 31, 2023, 2022 and 2021, respectively. Capital expenditures included within accounts payable and accrued expenses in our consolidated balance sheets were $ 37 million, $ 33 million and $ 11 million during the years ended December 31, 2023, 2022 and 2021, respectively. The following non-cash financing activity was excluded from the consolidated statements of cash flows: During the year ended December 31, 2023: • We declared $ 355 million of dividends that were unpaid and accrued as of December 31, 2023. During the year ended December 31, 2022: • We declared $ 56 million of dividends that were unpaid and accrued as of December 31, 2022. 80 Table of Contents Park Hotels & Resorts Inc. Schedule III Real Estate and Accumulated Depreciation (Dollars in millions) December 31, 2023 Initial Cost Gross Amounts at Which Carried at Close of Period Hotel Property Encumbrances Land Building & Improvements Furniture, Fixtures & Equipment Costs Capitalized Subsequent to Acquisition Land Building & Improvements (1) Furniture, Fixtures & Equipment Total Accumulated Depreciation Date of Construction Date Acquired (2) Life Upon Which Depreciation is Computed Caribe Hilton $ — $ 38 $ 56 $ 7 $ 86 $ 40 $ 112 $ 35 $ 187 $ ( 58 ) 1949 10/24/2007 3 - 40 years DoubleTree Hotel Durango — — — 2 5 — 2 5 7 ( 6 ) 1985 10/24/2007 3 - 40 years DoubleTree Hotel Ontario Airport 30 14 58 3 21 13 64 19 96 ( 41 ) 1974 10/24/2007 3 - 40 years DoubleTree Hotel San Diego – Mission Valley — — — 2 17 — 10 9 19 ( 14 ) 1989 10/24/2007 3 - 40 years DoubleTree Hotel San Jose — 15 67 5 26 15 82 15 112 ( 47 ) 1980 10/24/2007 3 - 40 years DoubleTree Hotel Seattle Airport — — — 11 30 1 13 27 41 ( 34 ) 1969 10/24/2007 3 - 40 years DoubleTree Hotel Sonoma Wine Country — — — 4 12 — 6 10 16 ( 12 ) 1977 10/24/2007 3 - 40 years Embassy Suites Austin Downtown South Congress — — 45 2 18 — 57 8 65 ( 42 ) 1983 10/24/2007 3 - 40 years Hilton Boston Logan Airport — — 108 6 31 — 130 15 145 ( 61 ) 1999 10/24/2007 3 - 40 years Hilton Chicago — 69 233 12 193 71 377 60 508 ( 188 ) 1927 10/24/2007 3 - 40 years Hilton Hawaiian Village Waikiki Beach Resort 1,275 925 807 17 444 983 1,098 112 2,193 ( 537 ) 1961 10/24/2007 3 - 40 years Hilton McLean Tysons Corner — 50 82 3 ( 11 ) 23 57 44 124 ( 69 ) 1987 10/24/2007 3 - 40 years Hilton New Orleans Riverside — 89 217 3 113 90 274 58 422 ( 152 ) 1977 10/24/2007 3 - 40 years Hilton Oakland Airport — — 13 3 1 — 9 8 17 ( 12 ) 1970 10/24/2007 3 - 40 years Hilton Salt Lake City Center — — — 10 20 — 8 22 30 ( 25 ) 2002 10/24/2007 3 - 40 years Hilton Santa Barbara Beachfront Resort 159 71 50 2 50 71 79 24 174 ( 44 ) 1986 10/24/2007 3 - 40 years Hilton Seattle Airport & Conference Center — — 70 3 16 — 81 8 89 ( 44 ) 1961 10/24/2007 3 - 40 years Hilton Short Hills — 59 54 3 ( 91 ) 13 10 2 25 ( 3 ) 1988 10/24/2007 3 - 40 years Hilton Waikoloa Village — 160 340 25 ( 57 ) 112 293 63 468 ( 184 ) 1988 10/24/2007 3 - 40 years New York Hilton Midtown — 1,096 542 13 142 1,043 659 91 1,793 ( 328 ) 1963 10/24/2007 3 - 40 years DoubleTree Hotel Washington DC – Crystal City — 43 95 2 51 43 128 20 191 ( 73 ) 1982 12/14/2007 3 - 40 years DoubleTree Hotel Spokane City Center 14 3 24 2 13 3 30 9 42 ( 17 ) 1986 1/1/2010 3 - 40 years Hilton Orlando Lake Buena Vista — — 137 10 41 — 157 31 188 ( 80 ) 1983 8/30/2010 3 - 40 years Embassy Suites Kansas City – Plaza — — 26 1 4 — 28 3 31 ( 24 ) 1973 7/25/2014 3 - 40 years Signia by Hilton Orlando Bonnet Creek — 15 377 31 141 18 507 39 564 ( 108 ) 2009 2/12/2015 3 - 40 years Waldorf Astoria Orlando — 34 274 29 63 36 322 42 400 ( 106 ) 2009 2/12/2015 3 - 40 years Casa Marina Key West, Curio Collection — 164 174 9 40 164 221 2 387 ( 35 ) 1920 2/17/2015 3 - 40 years The Reach Key West, Curio Collection — 57 67 3 19 57 80 9 146 ( 23 ) 1970 2/17/2015 3 - 40 years Juniper Hotel Cupertino, Curio Collection — 40 64 8 2 40 66 8 114 ( 21 ) 1973 6/2/2015 3 - 40 years Boston Marriott Newton — 24 74 15 3 24 76 16 116 ( 20 ) 1969 9/18/2019 3 - 40 years 81 Table of Contents Park Hotels & Resorts Inc. Schedule III Real Estate and Accumulated Depreciation (Dollars in millions) December 31, 2023 Initial Cost Gross Amounts at Which Carried at Close of Period Hotel Property Encumbrances Land Building & Improvements Furniture, Fixtures & Equipment Costs Capitalized Subsequent to Acquisition Land Building & Improvements (1) Furniture, Fixtures & Equipment Total Accumulated Depreciation Date of Construction Date Acquired (2) Life Upon Which Depreciation is Computed Hilton Checkers Los Angeles $ — $ 19 $ 44 $ 7 $ 2 $ 19 $ 46 $ 7 $ 72 $ ( 9 ) 1927 9/18/2019 3 - 40 years Hilton Denver City Center 54 14 163 21 2 14 164 22 200 ( 33 ) 1982 9/18/2019 3 - 40 years Hyatt Centric Fisherman’s Wharf — 33 122 11 4 33 125 12 170 ( 24 ) 1990 9/18/2019 3 - 40 years Hyatt Regency Boston 128 — 177 14 1 — 179 14 193 ( 32 ) 1985 9/18/2019 3 - 40 years Hyatt Regency Mission Bay Spa and Marina — 5 118 15 5 6 121 16 143 ( 26 ) 1961 9/18/2019 3 - 40 years JW Marriott San Francisco Union Square — — 191 13 5 — 196 13 209 ( 30 ) 1987 9/18/2019 3 - 40 years Royal Palm South Beach Miami, a Tribute Portfolio Resort — 16 139 12 8 16 146 13 175 ( 26 ) 1926 9/18/2019 3 - 40 years W Chicago – City Center — 20 76 14 2 20 78 14 112 ( 17 ) 1928 9/18/2019 3 - 40 years W Chicago – Lakeshore — 22 58 8 3 22 60 9 91 ( 15 ) 1965 9/18/2019 3 - 40 years Total $ 1,660 $ 3,095 $ 5,142 $ 361 $ 1,475 $ 2,990 $ 6,151 $ 934 $ 10,075 $ ( 2,620 ) (1) Includes amounts classified as construction-in-progress. (2) On October 24, 2007, a predecessor to our Parent became a wholly owned subsidiary of an affiliate of The Blackstone Group L.P. following the completion of the Blackstone Merger. 82 Table of Contents Park Hotels & Resorts Inc. Schedule III Real Estate and Accumulated Depreciation—(continued) (Dollars in millions) December 31, 2023 Notes: (A) The change in total cost of properties for the fiscal years ended December 31, 2023, 2022 and 2021 is as follows: Year Ended December 31, 2023 2022 2021 (in millions) Balance at beginning of period $ 11,008 $ 11,010 $ 11,376 Additions during period: Capital expenditures 307 188 62 Transfer to real estate assets (1) — — 83 Deductions during period: Dispositions, including casualty losses and impairment loss on planned dispositions ( 199 ) ( 190 ) ( 511 ) Derecognition of assets (2) ( 1,041 ) — — Balance at end of period $ 10,075 $ 11,008 $ 11,010 ____________________________________________________________________________________ (1) During 2021, four of our hotels that were previously managed by us were transitioned to a third-party hotel management company. (2) For the year ended December 31, 2023, represents the derecognition of the Hilton San Francisco Hotels from our consolidated balance sheet in October 2023, when the receiver took control of the hotels. (B) The change in accumulated depreciation for the fiscal years ended December 31, 2023, 2022 and 2021 is as follows: Year Ended December 31, 2023 2022 2021 (in millions) Balance at beginning of period $ 2,712 $ 2,504 $ 2,241 Additions during period: Depreciation expense 254 267 280 Transfer to real estate assets (1) — — 30 Deductions during period: Dispositions, including casualty losses and impairment loss on planned dispositions ( 68 ) ( 59 ) ( 47 ) Derecognition of assets (2) ( 278 ) — — Balance at end of period $ 2,620 $ 2,712 $ 2,504 ____________________________________________________________________________________ (1) During 2021, four of our hotels that were previously managed by us were transitioned to a third-party hotel management company. (2) For the year ended December 31, 2023, represents the derecognition of the Hilton San Francisco Hotels from our consolidated balance sheet in October 2023, when the receiver took control of the hotels. (C) The aggregate cost of real estate for U.S. federal income tax purposes is approximately $ 5.662 billion as of December 31, 2023. 83 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.