QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 2023 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 36-2058176 (State or other jurisdiction of (I.R.S Employer 22102 (Address of principal executive offices) (Zip Code) Title of each class Trading Symbol Name of exchange on which registered Common Stock, $0.01 par value per share PK New York Stock Exchange o o Large accelerated filer Non-accelerated filer Emerging growth company o x Page September 30, 2022 December 31, 2021 (unaudited) ASSETS Property and equipment, net $ 8,292 $ 8,511 Investments in affiliates 4 15 Intangibles, net 43 44 Cash and cash equivalents 971 688 Restricted cash 29 75 Accounts receivable, net of allowance for doubtful accounts of $2 and $2 144 96 Prepaid expenses 40 35 Other assets 39 69 Operating lease right-of-use assets 224 210 TOTAL ASSETS (variable interest entities - $240 and $237) $ 9,786 $ 9,743 LIABILITIES AND EQUITY Liabilities Debt $ 4,670 $ 4,672 Accounts payable and accrued expenses 254 156 Due to hotel managers 123 111 Other liabilities 177 174 Operating lease liabilities 243 227 Total liabilities (variable interest entities - $220 and $219) 5,467 5,340 Commitments and contingencies - refer to Note 11 Stockholders' Equity Common stock, par value $0.01 per share, 6,000,000,000 shares 2 2 Additional paid-in capital 4,325 4,533 Retained earnings (accumulated deficit) 38 (83 ) Total stockholders' equity 4,365 4,452 Noncontrolling interests (46 ) (49 ) Total equity 4,319 4,403 TOTAL LIABILITIES AND EQUITY $ 9,786 $ 9,743 OPERATIONS Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues Rooms $ 428 $ 274 $ 1,153 $ 587 Food and beverage 148 76 431 152 Ancillary hotel 67 58 198 137 Other 19 15 54 35 Total revenues 662 423 1,836 911 Operating expenses Rooms 115 76 298 170 Food and beverage 115 63 321 126 Other departmental and support 162 119 453 298 Other property-level 58 51 173 151 Management fees 30 19 84 40 Casualty and impairment loss, net 3 2 4 7 Depreciation and amortization 67 68 204 213 Corporate general and administrative 16 14 48 48 Other 18 14 52 34 Total expenses 584 426 1,637 1,087 Gain (loss) on sales of assets, net 14 (11 ) 13 (5 ) Operating income (loss) 92 (14 ) 212 (181 ) Interest income 4 — 5 — Interest expense (61 ) (66 ) (185 ) (195 ) Equity in earnings (losses) from investments in affiliates 1 — 6 (6 ) Other gain (loss), net 1 (5 ) 98 (7 ) Income (loss) before income taxes 37 (85 ) 136 (389 ) Income tax benefit 3 3 2 2 Net income (loss) 40 (82 ) 138 (387 ) Net income attributable to noncontrolling interests (5 ) (4 ) (10 ) (5 ) Net income (loss) attributable to stockholders $ 35 $ (86 ) $ 128 $ (392 ) Other comprehensive income, net of tax expense: Change in fair value of interest rate swap, net of tax — 1 — 2 Loss from interest rate swap reclassified into earnings — 2 — 2 Total other comprehensive income — 3 — 4 Comprehensive income (loss) 40 (79 ) 138 (383 ) Comprehensive income attributable to noncontrolling interests (5 ) (4 ) (10 ) (5 ) Comprehensive income (loss) attributable to stockholders $ 35 $ (83 ) $ 128 $ (388 ) Earnings (loss) per share: Earnings (loss) per share – Basic $ 0.15 $ (0.36 ) $ 0.55 $ (1.66 ) Earnings (loss) per share – Diluted $ 0.15 $ (0.36 ) $ 0.55 $ (1.66 ) Weighted average shares outstanding – Basic 224 236 229 236 Weighted average shares outstanding – Diluted 224 236 229 236 Nine Months Ended September 30, 2022 2021 Operating Activities: Net income (loss) $ 138 $ (387 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating Depreciation and amortization 204 213 (Gain) loss on sales of assets, net (13 ) 5 Casualty and impairment loss, net 4 7 Equity in (earnings) losses from investments in affiliates (6 ) 6 Other (gain) loss, net (92 ) 7 Share-based compensation expense 13 15 Amortization of deferred financing costs 7 9 Distributions from unconsolidated affiliates 6 — Deferred income taxes — (1 ) Changes in operating assets and liabilities 78 31 Net cash provided by (used in) operating activities 339 (95 ) Investing Activities: Capital expenditures for property and equipment (104 ) (28 ) Proceeds from asset dispositions, net 143 454 Proceeds from the sale of investments in affiliates, net 101 — Contributions to unconsolidated affiliates — (5 ) Insurance proceeds for property damage claims — 4 Net cash provided by investing activities 140 425 Financing Activities: Repayments of credit facilities — (1,193 ) Proceeds from issuance of Senior Secured Notes — 750 Proceeds from issuance of mortgage debt 30 14 Repayments of mortgage debt (36 ) (18 ) Debt issuance costs (3 ) (15 ) Dividends paid (5 ) — Distributions to noncontrolling interests, net (7 ) (2 ) Tax withholdings on share-based compensation (3 ) (5 ) Repurchase of common stock (218 ) — Net cash used in financing activities (242 ) (469 ) Net increase (decrease) in cash and cash equivalents and restricted cash 237 (139 ) Cash and cash equivalents and restricted cash, beginning of period 763 981 Cash and cash equivalents and restricted cash, end of period $ 1,000 $ 842 Supplemental Disclosures Non-cash financing activities: Dividends declared but unpaid $ 2 $ — (Accumulated Additional Deficit) Non- Common Stock Paid-in Retained controlling Shares Amount Capital Earnings Interests Total Balance as of December 31, 2021 236 $ 2 $ 4,533 $ (83 ) $ (49 ) $ 4,403 Share-based compensation, net — — 1 — — 1 Net loss — — — (57 ) 1 (56 ) Dividends and dividend — — — (2 ) — (2 ) Repurchase of common stock (3 ) — (61 ) — — (61 ) Balance as of March 31, 2022 233 2 4,473 (142 ) (48 ) 4,285 Share-based compensation, net — — 5 — — 5 Net income — — — 150 4 154 Dividends and dividend — — — (2 ) — (2 ) Distributions to noncontrolling — — — — (4 ) (4 ) Repurchase of common stock (8 ) — (157 ) — — (157 ) Balance as of June 30, 2022 225 2 4,321 6 (48 ) 4,281 Share-based compensation, net — — 4 — — 4 Net income — — — 35 5 40 Dividends and dividend — — — (3 ) — (3 ) Distributions to noncontrolling — — — — (3 ) (3 ) Balance as of September 30, 2022 225 $ 2 $ 4,325 $ 38 $ (46 ) $ 4,319 Retained Accumulated Additional Earnings Other Non- Common Stock Paid-in (Accumulated Comprehensive controlling Shares Amount Capital Deficit) (Loss) Income Interests Total Balance as of December 31, 2020 236 $ 2 $ 4,519 $ 376 $ (4 ) $ (50 ) $ 4,843 Share-based compensation, net — — 1 (1 ) — — — Net loss — — — (190 ) — (1 ) (191 ) Other comprehensive income — — — — 1 — 1 Balance as of March 31, 2021 236 2 4,520 185 (3 ) (51 ) 4,653 Share-based compensation, net — 5 1 — — 6 Net loss — — — (116 ) — 2 (114 ) Balance as of June 30, 2021 236 2 4,525 70 (3 ) (49 ) 4,545 Share-based compensation, net — — 4 — — — 4 Net loss — — — (86 ) — 4 (82 ) Other comprehensive income — — — — 3 — 3 Distributions to noncontrolling — — — — — (2 ) (2 ) Balance as of September 30, 2021 236 $ 2 $ 4,529 $ (16 ) $ — $ (47 ) $ 4,468 Basis of Presentation Principles of Consolidation Use of Estimates in our condensed consolidated statements of operations. other gain, net in our condensed consolidated statements of operations. Hotel Location Month Sold Hampton Inn & Suites Memphis 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 Property and equipment were: September 30, 2022 December 31, 2021 (in millions) Land $ 3,317 $ 3,333 Buildings and leasehold improvements 6,509 6,606 Furniture and equipment 988 1,005 Construction-in-progress 140 82 10,954 11,026 Accumulated depreciation and amortization (2,662 ) (2,515 ) $ 8,292 $ 8,511 September 30, 2022 December 31, 2021 (in millions) Property and equipment, net $ 207 $ 209 Cash and cash equivalents 25 18 Restricted cash 1 6 Accounts receivable, net 5 3 Prepaid expenses 2 1 Debt 206 208 Accounts payable and accrued expenses 9 7 Due to hotel manager 1 1 Other liabilities 4 3 Ownership % September 30, 2022 December 31, 2021 (in millions) Hilton San Diego Bayfront(1) 25% $ — $ 11 All others (5 hotels) 20% - 50% 4 4 $ 4 $ 15 Note 6: Debt Debt balances and associated interest rates as of September 30, Principal balance as of Interest Rate Maturity Date September 30, 2022 December 31, 2021 (in millions) SF Mortgage Loan(1) 4.11% November 2023 $ 725 $ 725 HHV Mortgage Loan(1) 4.20% November 2026 1,275 1,275 Other mortgage loans Average rate of 4.34% 2023 to 2027(2) 497 503 Revolver(3) L +1.80%(4) December 2023 — — 2019 Term Facility(3) L + 1.70%(4) August 2024 78 78 2025 Senior Secured Notes(5) 7.50% June 2025 650 650 2028 Senior Secured Notes(5) 5.88% October 2028 725 725 2029 Senior Secured Notes(5) 4.88% May 2029 750 750 4,700 4,706 Add: unamortized premium 3 4 Less: unamortized deferred financing costs and (33 ) (38 ) $ 4,670 $ 4,672 The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of September 30, Year (in millions) 2022 $ 2 2023 889 2024 85 2025 657 2026 1,563 Thereafter(1) 1,504 $ 4,700 The fair value of our debt and the hierarchy level we used to estimate fair values are shown below: Fair value as of September 30, 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. September 30, 2022 December 31, 2021 Hierarchy Carrying Fair Value Carrying Fair Value (in millions) Liabilities: SF Mortgage Loan 3 $ 725 $ 681 $ 725 $ 733 HHV Mortgage Loan 3 1,275 1,133 1,275 1,282 Other mortgage loans 3 497 460 503 491 2019 Term Facility 3 78 76 78 76 2025 Senior Secured Notes 1 650 641 650 688 2028 Senior Secured Notes 1 725 621 725 761 2029 Senior Secured Notes 1 750 609 750 771 We issue equity-based awards to our employees pursuant to the 2017 Omnibus Incentive Plan $7 million. Restricted Stock Awards (“RSAs”) generally vest in annual installments between one and three years from each grant date. The following table provides a summary of RSAs for the nine months ended September 30, Number of Shares Weighted-Average Unvested at January 1, 2022 789,322 $ 22.52 Granted 457,046 18.38 Vested (366,400 ) 22.88 Forfeited (38,485 ) 20.28 Unvested at September 30, 2022 841,483 $ 20.22 The following table provides a summary of PSUs for the nine months ended September 30, Number of Shares Weighted-Average Unvested at January 1, 2022 972,074 $ 22.59 Granted 392,843 21.93 Forfeited (166,974 ) 34.47 Unvested at September 30, 2022 1,197,943 $ 20.71 Expected volatility 48.0 % — Risk-free rate 4.3 % Expected term 3 years The following table presents the calculation of basic and diluted earnings per share (“EPS”): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions, except per share amounts) Numerator: Net income (loss) attributable to stockholders, net $ 35 $ (86 ) $ 128 $ (392 ) Denominator: Weighted average shares outstanding – basic 224 236 229 236 Unvested restricted shares — — — — Weighted average shares outstanding – diluted 224 236 229 236 Earnings (loss) per share – Basic(1) $ 0.15 $ (0.36 ) $ 0.55 $ (1.66 ) Earnings (loss) per share – Diluted(1) $ 0.15 $ (0.36 ) $ 0.55 $ (1.66 ) The following table presents revenues for our consolidated hotels reconciled to our consolidated amounts and net income Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions) Revenues: Total consolidated hotel revenues $ 643 $ 408 $ 1,782 $ 876 Other revenues 19 15 54 35 Total revenues $ 662 $ 423 $ 1,836 $ 911 Net income (loss) $ 40 $ (82 ) $ 138 $ (387 ) Other revenues (19 ) (15 ) (54 ) (35 ) Depreciation and amortization expense 67 68 204 213 Corporate general and administrative expense 16 14 48 48 Casualty and impairment loss, net 3 2 4 7 Other operating expenses 18 14 52 34 (Gain) loss on sales of assets, net (14 ) 11 (13 ) 5 Interest income (4 ) — (5 ) — Interest expense 61 66 185 195 Equity in (earnings) losses from investments in affiliates (1 ) — (6 ) 6 Income tax benefit (3 ) (3 ) (2 ) (2 ) Other (gain) loss, net (1 ) 5 (98 ) 7 Other items 4 4 11 (1 ) Hotel Adjusted EBITDA $ 167 $ 84 $ 464 $ 90 The following table presents total assets for our consolidated hotels, reconciled to total assets: September 30, 2022 December 31, 2021 (in millions) Consolidated hotels $ 9,778 $ 9,724 All other 8 19 Total assets $ 9,786 $ 9,743 2022. ty. During the third quarter of Change in Pro-forma ADR Change in Pro-forma Occupancy Change in Pro-forma RevPAR 2022 Pro-forma 2022 vs. 2021 2022 vs. 2019 2022 vs. 2021 2022 vs. 2019 2022 vs. 2021 2022 vs. 2019 Occupancy Q1 2022 43.7 % 0.8 % 25.3 % pts (26.0 )% pts 183.4 % (33.1 )% 51.4 % Q2 2022 29.0 8.5 29.3 (14.7 ) 120.0 (10.1 ) 70.9 Jul 2022 11.7 12.5 16.5 (12.7 ) 44.5 (4.2 ) 73.0 Aug 2022 9.0 3.4 20.7 (15.5 ) 54.7 (15.4 ) 69.9 Sept 2022 25.8 5.1 25.6 (9.3 ) 94.9 (6.8 ) 72.2 Q3 2022 14.6 7.2 20.9 (12.5 ) 61.7 (8.8 ) 71.7 While there can be no assurances that we will not experience further fluctuations in hotel revenues or earnings at our hotels due to income (loss). Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions) Net income (loss) $ 40 $ (82 ) $ 138 $ (387 ) Depreciation and amortization expense 67 68 204 213 Interest income (4 ) — (5 ) — Interest expense 61 66 185 195 Income tax benefit (3 ) (3 ) (2 ) (2 ) Interest expense, income tax and depreciation and 2 3 7 8 EBITDA 163 52 527 27 (Gain) loss on sales of assets, net (14 ) 11 (13 ) 5 Gain on sale of investments in affiliates(1) — — (92 ) — Share-based compensation expense 4 5 13 15 Casualty and impairment loss, net 3 2 4 7 Other items 2 7 8 7 Adjusted EBITDA 158 77 447 61 Less: Adjusted EBITDA from investments in affiliates (4 ) (4 ) (20 ) (4 ) Add: All other(2) 13 11 37 33 Hotel Adjusted EBITDA $ 167 $ 84 $ 464 $ 90 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (in millions, except per share amounts) Net income (loss) attributable to stockholders $ 35 $ (86 ) $ 128 $ (392 ) Depreciation and amortization expense 67 68 204 213 Depreciation and amortization expense (1 ) (1 ) (3 ) (3 ) (Gain) loss on sales of assets, net (14 ) 11 (13 ) 5 Gain on sale of investments in affiliates(1) — — (92 ) — Impairment loss — — — 5 Equity investment adjustments: Equity in (earnings) losses from investments in affiliates (1 ) — (6 ) 6 Pro rata FFO of investments in affiliates 1 3 11 1 Nareit FFO attributable to stockholders 87 (5 ) 229 (165 ) Casualty loss, net 3 2 4 2 Share-based compensation expense 4 5 13 15 Other items — 3 5 2 Adjusted FFO attributable to stockholders $ 94 $ 5 $ 251 $ (146 ) Nareit FFO per share – Diluted(2) $ 0.39 $ (0.02 ) $ 1.00 $ (0.70 ) Adjusted FFO per share – Diluted(2) $ 0.42 $ 0.02 $ 1.09 $ (0.62 ) Hotel Revenues and Operating Expenses Three Months Ended September 30, 2022 2021 Change Change from Change (in millions) Rooms revenue $ 428 $ 274 $ 154 $ (8 ) $ 162 Food and beverage revenue 148 76 72 (1 ) 73 Ancillary hotel revenue 67 58 9 (1 ) 10 Rooms expense 115 76 39 (2 ) 41 Food and beverage expense 115 63 52 (1 ) 53 Other departmental and support expense 162 119 43 (4 ) 47 Other property-level expense 58 51 7 (1 ) 8 Management fees expense 30 19 11 — 11 Nine Months Ended September 30, 2022 2021 Change Change from Change (in millions) Rooms revenue $ 1,153 $ 587 $ 566 $ (15 ) $ 581 Food and beverage revenue 431 152 279 (1 ) 280 Ancillary hotel revenue 198 137 61 (2 ) 63 Rooms expense 298 170 128 (5 ) 133 Food and beverage expense 321 126 195 (2 ) 197 Other departmental and support expense 453 298 155 (9 ) 164 Other property-level expense 173 151 22 (6 ) 28 Management fees expense 84 40 44 — 44 Three Months Ended September 30, 2022 2021 Change Change from Change (in millions) Group rooms revenue $ 97 $ 36 $ 61 $ (1 ) $ 62 Transient rooms revenue 302 219 83 (6 ) 89 Contract rooms revenue 20 14 6 — 6 Other rooms revenue 9 5 4 — 4 Rooms revenue $ 428 $ 274 $ 154 $ (7 ) $ 161 Nine Months Ended September 30, 2022 2021 Change Change from Change (in millions) Group rooms revenue $ 293 $ 59 $ 234 $ — $ 234 Transient rooms revenue 783 482 301 (14 ) 315 Contract rooms revenue 52 36 16 (1 ) 17 Other rooms revenue 25 10 15 — 15 Rooms revenue $ 1,153 $ 587 $ 566 $ (15 ) $ 581 Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 Percent Change 2022 2021 Percent (in millions) (in millions) General and administrative expenses $ 12 $ 8 50.0 % $ 32 $ 30 6.7 % Share-based compensation expense 4 5 (20.0 ) 13 15 (13.3 ) Other items(1) — 1 (100.0 ) 3 3 — Total corporate general and administrative $ 16 $ 14 14.3 % $ 48 $ 48 — % consolidated hotel. income Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 Percent 2022 2021 Percent (in millions) (in millions) SF and HHV Mortgage Loans(1) $ 21 $ 21 — % $ 63 $ 63 — % Other mortgage loans 5 7 (28.6 ) 16 19 (15.8 ) Revolver 1 1 — 2 9 (77.8 ) 2019 Term Facility 1 2 (50.0 ) 2 11 (81.8 ) 2025 Senior Secured Notes(2) 13 13 — 37 37 — 2028 Senior Secured Notes(2) 11 11 — 32 32 — 2029 Senior Secured Notes(2) 9 9 — 27 14 92.9 Other — 2 (100.0 ) 6 10 (40.0 ) Total interest expense $ 61 $ 66 (7.6 )% $ 185 $ 195 (5.1 )% inflationary pressures through active asset management. equity-linked securities, if we determine that doing so would be beneficial to us. However, there can no assurance as to the timing of any such issuance, which may be in the near term, or that any such additional financing will be completed on favorable terms, or at all. repurchases under the February 2023 Stock Repurchase Program. Nine Months Ended September 30, 2022 2021 Percent Change (in millions) Net cash provided by (used in) operating activities $ 339 $ (95 ) 456.8 % Net cash provided by investing activities 140 425 (67.1 )% Net cash used in financing activities (242 ) (469 ) (48.4 )% The debt service payments toward the SF Mortgage Loan, and an increase in interest income of $23 million due to an increase in average cash balances and interest rates. Record Date Payment Date Dividend per Share March 31, 2022 April 15, 2022 $ 0.01 June 30, 2022 July 15, 2022 $ 0.01 September 30, 2022 October 17, 2022 $ 0.01 2023: Period Total number of Weighted average Total number of Maximum number January 1, 2022 through January 31, 2022 — $ — — N/A February 1, 2022 through February 28, 2022 106,694 $ 19.38 — $ 300 March 1, 2022 through March 31, 2022 3,409,949 $ 17.99 3,409,949 $ 239 April 1, 2022 through April 30, 2022 230 $ 19.52 — $ 239 May 1, 2022 through May 31, 2022 8,542,542 $ 18.33 8,542,542 $ 82 June 1, 2022 through June 30, 2022 20 $ 18.45 — $ 82 July 1, 2022 through July 31, 2022 189 $ 13.57 — $ 82 August 1, 2022 through August 31, 2022 44 $ 15.31 — $ 82 September 1, 2022 through September 30, 2022 92 $ 13.94 — $ 82 Total 12,059,760 11,952,491 Exhibit Description 2.1 2.2 3.1 3.2 31.1* 31.2* 32.1* 32.2* 101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith Park Hotels & Resorts Inc. Date: November By: /s/ Thomas J. Baltimore Jr. Thomas J. Baltimore, Jr. Chairman of the Board, Date: November By: /s/ Sean M. Dell’Orto Sean M. Dell’Orto Executive Vice President, Date: November By: /s/ Darren W. Robb Darren W. Robb Senior Vice President and☒x2022☐o
incorporation or organization)
Identification No.), 7th Floor,, Tysons,, VA(571) (571) 302-5757Yesx ☒ No ☐Yesx ☒ No ☐☒xAccelerated filer ☐o☐oSmaller reporting company ☐o☐o☐☐o No ☒28, 202227, 2023 was 209,983,724.334567152525Item 1.2626262627272829
authorized, 225,354,874 shares issued and 224,842,791 shares outstanding
as of September 30, 2022 and 236,888,804 shares issued and 236,483,990
shares outstanding as of December 31, 2021September 30, 2023 December 31, 2022 (unaudited) ASSETS Property and equipment, net $ 8,028 $ 8,301 Intangibles, net 42 43 Cash and cash equivalents 726 906 Restricted cash 60 33 Accounts receivable, net of allowance for doubtful accounts of $1 and $2 149 129 Prepaid expenses 63 58 Other assets 36 47 Operating lease right-of-use assets 201 214 TOTAL ASSETS (variable interest entities – $241 and $237) $ 9,305 $ 9,731 LIABILITIES AND EQUITY Liabilities Debt $ 4,490 $ 4,617 Accounts payable and accrued expenses 293 220 Due to hotel managers 136 141 Other liabilities 221 228 Operating lease liabilities 225 234 Total liabilities (variable interest entities – $218 and $219) 5,365 5,440 Commitments and contingencies – refer to Note 12 Stockholders' Equity Common stock, par value $0.01 per share, 6,000,000,000 shares authorized, 210,672,182 shares issued and 209,983,781 shares outstanding as of September 30, 2023 and 224,573,858 shares issued and 224,061,745 shares outstanding as of December 31, 2022 2 2 Additional paid-in capital 4,151 4,321 (Accumulated deficit) retained earnings (169) 16 Total stockholders' equity 3,984 4,339 Noncontrolling interests (44) (48) Total equity 3,940 4,291 TOTAL LIABILITIES AND EQUITY $ 9,305 $ 9,731 COMPREHENSIVE INCOME (LOSS)Three Months Ended
September 30,Nine Months Ended
September 30,2023 2022 2023 2022 Revenues Rooms $ 432 $ 428 $ 1,256 $ 1,153 Food and beverage 159 148 518 431 Ancillary hotel 66 67 203 198 Other 22 19 64 54 Total revenues 679 662 2,041 1,836 Operating expenses Rooms 119 115 343 298 Food and beverage 122 115 377 321 Other departmental and support 161 162 484 453 Other property-level 59 58 182 173 Management fees 31 30 95 84 Casualty and impairment loss — 3 204 4 Depreciation and amortization 65 67 193 204 Corporate general and administrative 18 16 50 48 Other 19 18 61 52 Total expenses 594 584 1,989 1,637 Gain on sales of assets, net — 14 15 13 Operating income 85 92 67 212 Interest income 9 4 29 5 Interest expense (65) (61) (186) (185) Equity in earnings from investments in affiliates 2 1 9 6 Other gain, net — 1 4 98 Income (loss) before income taxes 31 37 (77) 136 Income tax benefit (expense) — 3 (5) 2 Net income (loss) 31 40 (82) 138 Net income attributable to noncontrolling interests (4) (5) (8) (10) Net income (loss) attributable to stockholders $ 27 $ 35 $ (90) $ 128 Earnings (loss) per share: Earnings (loss) per share – Basic $ 0.13 $ 0.15 $ (0.42) $ 0.55 Earnings (loss) per share – Diluted $ 0.13 $ 0.15 $ (0.42) $ 0.55 Weighted average shares outstanding – Basic 212 224 216 229 Weighted average shares outstanding – Diluted 212 224 216 229
activities:Nine Months Ended
September 30,2023 2022 Operating Activities: Net (loss) income $ (82) $ 138 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 193 204 Gain on sales of assets, net (15) (13) Impairment and casualty loss 204 4 Equity in earnings from investments in affiliates (9) (6) Other gain, net — (92) Share-based compensation expense 14 13 Amortization of deferred financing costs 7 7 Distributions from unconsolidated affiliates 9 6 Changes in operating assets and liabilities 56 78 Net cash provided by operating activities 377 339 Investing Activities: Capital expenditures for property and equipment (195) (104) Acquisitions, net (11) — Proceeds from asset dispositions, net 116 143 Proceeds from the sale of investments in affiliates, net 3 101 Contributions to unconsolidated affiliates (4) — Net cash (used in) provided by investing activities (91) 140 Financing Activities: Repayments of credit facilities (50) — Proceeds from issuance of mortgage debt — 30 Repayments of mortgage debt (82) (36) Debt issuance costs (1) (3) Dividends paid (120) (5) Distributions to noncontrolling interests, net (4) (7) Tax withholdings on share-based compensation (2) (3) Repurchase of common stock (180) (218) Net cash used in financing activities (439) (242) Net (decrease) increase in cash and cash equivalents and restricted cash (153) 237 Cash and cash equivalents and restricted cash, beginning of period 939 763 Cash and cash equivalents and restricted cash, end of period $ 786 $ 1,000 Supplemental Disclosures Non-cash financing activities: Dividends declared but unpaid $ 31 $ 2 Common Stock Additional
Paid-in
CapitalRetained
Earnings
(Accumulated
Deficit)Non-
controlling
InterestsTotal Shares Amount Balance as of December 31, 2022 224 $ 2 $ 4,321 $ 16 $ (48) $ 4,291 Share-based compensation, net 1 — — 2 — 2 Net income — — — 33 — 33 — — — (32) — (32) Distributions to noncontrolling interests — — — — (1) (1) Repurchase of common stock (9) — (105) — — (105) Balance as of March 31, 2023 216 2 4,216 19 (49) 4,188 Share-based compensation, net — — 5 — — 5 Net (loss) income — — — (150) 4 (146) — — — (34) — (34) Balance as of June 30, 2023 216 2 4,221 (165) (45) 4,013 Share-based compensation, net — — 5 — — 5 Net income — — — 27 4 31 — — — (31) — (31) Distributions to noncontrolling interests — — — — (3) (3) Repurchase of common stock (6) — (75) — — (75) Balance as of September 30, 2023 210 $ 2 $ 4,151 $ (169) $ (44) $ 3,940 Common Stock Additional
Paid-in
Capital(Accumulated
Deficit)
Retained
EarningsNon-
controlling
InterestsTotal Shares Amount Balance as of December 31, 2021 236 $ 2 $ 4,533 $ (83) $ (49) $ 4,403 Share-based compensation, net — — 1 — — 1 Net (loss) income — — — (57) 1 (56) — — — (2) — (2) Repurchase of common stock (3) — (61) — — (61) Balance as of March 31, 2022 233 2 4,473 (142) (48) 4,285 Share-based compensation, net — — 5 — — 5 Net income — — — 150 4 154 — — — (2) — (2) Distributions to noncontrolling interests — — — — (4) (4) Repurchase of common stock (8) — (157) — — (157) Balance as of June 30, 2022 225 2 4,321 6 (48) 4,281 Share-based compensation, net — — 4 — — 4 Net income — — — 35 5 40 — — — (3) — (3) Distributions to noncontrolling interests — — — — (3) (3) Balance as of September 30, 2022 225 $ 2 $ 4,325 $ 38 $ (46) $ 4,319
equivalents(1)
equivalents(1)
interests
equivalents(1)
interests
interests$$0.15 for each of the three months ended March 31, 2023, June 30, 2023 and September 30, 2023.0.01Dividends declared per common share were $0.01 for each of the three months ended March 31, 2022, June 30, 2022 and September 30, 2022. and Recent Events$0.01$0.01 par value per share, was converted into $11.00$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.100%100% of the interests inof our Operating Company until December 31, 2021 when the business undertook an internal reorganization transitioning our structure to a traditional umbrella partnership REIT structure ("UPREIT"). structure. Effective January 1, 2022, Park Parent became the managing member of our Operating Company and PK Domestic REIT Inc., a wholly owned direct subsidiary of Park Parent, became a member inof 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.The novel strain of coronavirus and the disease it causes (“COVID-19”) and its aftermath have continued to affect the hospitality industry and our business. Beginning in March 2020, we experienced a significant decline in occupancy and Revenue per Available Room (“RevPAR”) associated with COVID-19 throughout our portfolio, which resulted in a decline in our operating cash flow. The increase in vaccination rates across the country and the easing or removal of government restrictions, quarantining and “social distancing” mandates resulted in increased travel and hospitality spending beginning in the second quarter of 2021. As of May 2022, we have reopened all previously suspended hotels. While there can be no assurances that we will not experience further fluctuations in hotel revenues or earnings at our hotels due to the uncertainty of COVID-19 and other macroeconomic factors, such as inflation, increases in interest rates, potential economic slowdown or a recession and geopolitical conflicts, we expect to experience improvements in leisure, group and business transient demand.2:2: Basis of Presentation and Summary of Significant Accounting Policies20212022 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 18, 2022.23, 2023.7sheetssheet as of December 31, 20212022 have been reclassified to conform to the current period presentation.2021,2022, filed with the SEC on February 18, 2022,23, 2023, contains a discussion of the significant accounting policies. There have been no significant changes to our significant accounting policies since December 31, 2021.2022.DispositionsAdditionally, 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 $149$149 million. We recognized a net gain of approximately $15$15 million, which is included in gain (loss) on sales of assets, net in our condensed consolidated statements of comprehensive income (loss).operations.-– Shady Grove$157$157 million. Our gross proceeds were reduced by $55$55 million for our share of the mortgage debt in the joint venture. We recognized a gain of approximately $92$92 million, net of selling costs, which is included in other gain, (loss), net in our condensed consolidated statements of comprehensive income (loss).During the nine months ended September 30, 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 condensed consolidated statements of comprehensive income (loss).operations.HotelLocationMonth SoldW New Orleans - French QuarterNew Orleans, LouisianaApril 2021Hotel Indigo San Diego Gaslamp Quarter(1)San Diego, CaliforniaJune 2021Courtyard Washington Capitol Hill Navy Yard(1)Washington, D.C.June 2021Hotel Adagio, Autograph CollectionSan Francisco, CaliforniaJuly 2021Le Meridien San FranciscoSan Francisco, CaliforniaAugust 2021(1) Sold as a portfolio in the same transaction.September 30, 2023 December 31, 2022 (in millions) Land $ 3,196 $ 3,317 Buildings and leasehold improvements 6,315 6,512 Furniture and equipment 983 994 Construction-in-progress 295 201 10,789 11,024 Accumulated depreciation (2,761) (2,723) $ 8,028 $ 8,301 $67$65 million and $68$67 million during the three months ended September 30, 20222023 and 2021,2022, respectively, and $203$193 million and $212$203 million during the nine months ended September 30, 2023 and 2022, and 2021, respectively.2021,2023, we recognized $5an impairment loss of approximately $202 million of impairment losses related to one of the hotels securing our hotels classified$725 million non-recourse CMBS loan as helda result of a decision to cease making debt service payments that we expect will result in us no longer owning the property and benefiting from the cash flow. Refer to Note 6: "Debt" and Note 7: "Fair Value Measurements" 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.additional information.September 30, 2023 December 31, 2022 (in millions) Property and equipment, net $ 209 $ 208 Cash and cash equivalents 21 21 Restricted cash 3 2 Accounts receivable, net 6 4 Prepaid expenses 2 2 Debt 203 205 Accounts payable and accrued expenses 11 8 Due to hotel manager 1 2 Other liabilities 3 4 Investments in affiliates were:(1) In June 2022, we soldFour of our ownership interests in thehotels are owned by unconsolidated joint ventures that own and operate the Hilton San Diego Bayfront. Refer to Note 3: "Dispositions" for additional information.The affiliates in which we own investmentshold an interest, are accounted for underusing the equity method and had total debt of approximately $722 million and $943$721 million as of both September 30, 20222023 and December 31, 2021, respectively.2022. Substantially all the debt is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us.20222023 were:Principal balance as of Interest Rate
at September 30, 2023Maturity Date September 30, 2023 December 31, 2022 (in millions) November 2023 $ 725 $ 725 4.20% November 2026 1,275 1,275 Average rate of 4.37% 387 469 SOFR + 2.10% December 2026 — 50 7.50% June 2025 650 650 5.88% October 2028 725 725 4.88% May 2029 750 750 4,512 4,644 Add: unamortized premium 1 3 Less: unamortized deferred financing costs and discount (23) (30) $ 4,490 $ 4,617
at September 30, 2022
discount$725$725 million CMBS loan ("SF Mortgage Loan") secured by the Hilton San Francisco Union Square and the Parc 55 Hotel San Francisco (“SF Mortgage Loan”– a Hilton Hotel (collectively, the "Hilton San Francisco Hotels") and a $1.275$1.275 billion CMBS loan secured by the Hilton Hawaiian Village Waikiki Beach Resort (“HHV Mortgage Loan”).2022,2023, Park had not received notice from the lender.(3)(5)In August 2019,February 2023, we fully repaid the Company, our Operating Company and PK Domestic entered into a term loan facility (the “2019 Term Facility”). As of September 30, 2022, we had $901$50 million of available capacityoutstanding balance under our revolving credit facility ("Revolver").(4) In May 2020, 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 September 30, 2023, we amended ourhad approximately $4 million outstanding on a standby letter of credit and term loan facilities to add a LIBOR floor$946 million of 25 basis points. Additionally, upon exiting the covenant relief periodavailable capacity under our credit facilities in July 2022, the applicable margin on the interest rate of the Revolver and 2019 Term Facility decreasedRevolver. by 1.20% and 0.95%, respectively.(5)In May and September 2020, our Operating Company, PK Domestic and PK Finance Co-Issuer Inc. ("PK Finance") issued an aggregate of $650$650 million of senior secured notes due 2025 (“2025 Senior Secured Notes”) and an aggregate of $725$725 million of senior secured notes due 2028 (“2028 Senior Secured Notes”), respectively. Additionally, in May 2021, our Operating Company, PK Domestic and PK Finance issued an aggregate of $750$750 million of senior secured notes due 2029 (“2029 Senior Secured Notes”).20222023 and December 31, 2021,2022, our condensed consolidated balance sheets included $6$27 million and $60$6 million of restricted cash, respectively, related to our mortgage loans. The $92As of September 30, 2023, restricted cash included $26 million held byof cash related to the lenders of the HHVdefault on our SF Mortgage Loan and the mortgage loan secured byuse of such funds is limited pursuant to the Hilton Denver City Center was released to us during the third quarter upon submissionterms of the certificates reflecting compliance with financial ratiosloan and associated agreements.20222023 were:Year (in millions) 2023 $ 781 2024 7 2025 657 2026 1,563 2027 30 1,474 $ 4,512 10September 30, 2023 December 31, 2022 Hierarchy
LevelCarrying
AmountFair Value Carrying
AmountFair Value (in millions) Liabilities: SF Mortgage Loan 3 $ 725 $ 722 $ 725 $ 692 HHV Mortgage Loan 3 1,275 1,149 1,275 1,142 Other mortgage loans 3 387 357 469 435 Revolver 3 — — 50 50 2025 Senior Notes 1 650 650 650 652 2028 Senior Notes 1 725 663 725 661 2029 Senior Notes 1 750 638 750 635 September 30, 2023 Fair Value Impairment Loss (in millions) $ 234 $ 202 Total $ 234 $ 202
Level
Amount
Amount8:9: Share-Based Compensation(“2017(the “2017 Employee Plan”) and our non-employee directors pursuant to the 2017 Stock Plan for Non-Employee Directors (as(the “2017 Director Plan”), both of which are amended and restated from time to time,time. An amendment and restatement of the “2017 Director Plan”). The 2017 Employee Plan provides that a maximumwas approved by our Board of 8,000,000Directors in February 2023 and approved by our stockholders in April 2023 to, among other changes, increase the number of shares of our common stock mayavailable to be issued and asby 6,070,000, from 8,000,000 to 14,070,000 shares. As of September 30, 2022, 2,315,2692023, 7,498,093 shares of common stock remain available for future issuance. The 2017 Director Plan provides that a maximum of 950,000 shares of our common stock may be issued, and as of September 30, 2022,407,2102023, 263,524 sharesof common stock remain available for future issuance. For the three months ended September 30, 20222023 and 2021,2022, we recognized $4$5 million and $5$4 million, respectively, of share-based compensation expense respectively, and $13$14 million and $15$13 million, respectively, for the nine months ended September 30, 20222023 and 2021.2022. As of September 30, 2022,2023, unrecognized compensation expense was$21 $24 million, which is expected to be recognized over a weighted-average period of 1.41.6 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) duringfor both the nine months ended September 30, 2023 and 2022 and 2021 was $7 million and $18 million, respectively.2022:2023:
Grant Date
Fair ValueNumber of Shares Weighted-Average
Grant Date
Fair ValueUnvested at January 1, 2023 843,846 $ 20.19 Granted 687,041 13.41 Vested (530,137) 20.46 Forfeited (13,251) 15.60 Unvested at September 30, 2023 987,499 $ 15.40 $1$1 billion as of the first day of the applicable performance period). The number of PSUs that may become vested ranges from zero to 200%200% of the number of PSUs granted to an employee, based on the level of achievement of the foregoing performance measure.11$11.00$11.00 to $25.00,$25.00, over a2022, 2023, six of the eight Share Price Targets were achieved and thus 75%75% of the awards granted were vested.2022:2023:
Grant Date
Fair ValueNumber of Shares Weighted-Average
Grant Date
Fair ValueUnvested at January 1, 2023 1,198,325 $ 20.71 Granted 590,425 19.96 Forfeited (261,554) 24.80 Unvested at September 30, 2023 1,527,196 $ 19.72 57.5—1.79:10: Earnings Per ShareThree Months Ended September 30, Nine Months Ended
September 30,2023 2022 2023 2022 (in millions, except per share amounts) Numerator: Net income (loss) attributable to stockholders $ 27 $ 35 $ (90) $ 128 Earnings attributable to participating securities — — (1) — Net income (loss) attributable to stockholders , net of earnings allocated to participating securities 27 35 (91) 128 Denominator: Weighted average shares outstanding – basic 212 224 216 229 Unvested restricted shares — — — — Weighted average shares outstanding – diluted 212 224 216 229 $ 0.13 $ 0.15 $ (0.42) $ 0.55 $ 0.13 $ 0.15 $ (0.42) $ 0.55
of earnings allocated to participating securities20222023 and 20212022 because their effect would have been anti-dilutive.1210:11: Business Segment Information2022,2023, 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: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:(loss) to Hotel Adjusted EBITDA:Three Months Ended September 30, Nine Months Ended
September 30,2023 2022 2023 2022 (in millions) Revenues: Total consolidated hotel revenues $ 657 $ 643 $ 1,977 $ 1,782 Other revenues 22 19 64 54 Total revenues $ 679 $ 662 $ 2,041 $ 1,836 Net income (loss) $ 31 $ 40 $ (82) $ 138 Other revenues (22) (19) (64) (54) Depreciation and amortization expense 65 67 193 204 Corporate general and administrative expense 18 16 50 48 Casualty and impairment loss — 3 204 4 Other operating expenses 19 18 61 52 Gain on sales of assets, net — (14) (15) (13) Interest income (9) (4) (29) (5) Interest expense 65 61 186 185 Equity in earnings from investments in affiliates (2) (1) (9) (6) Income tax (benefit) expense — (3) 5 (2) Other gain, net — (1) (4) (98) Other items 8 4 21 11 Hotel Adjusted EBITDA $ 173 $ 167 $ 517 $ 464 September 30, 2023 December 31, 2022 (in millions) Consolidated hotels $ 9,298 $ 9,726 All other 7 5 Total assets $ 9,305 $ 9,731 11:12: Commitments and ContingenciesIn September 2022, Hurricanes Ian and Fiona caused minimal damage and disruption at our hotels in Florida and Puerto Rico, respectively. Although the total amount of the costs to repair and remediate the minor damage has not yet been determined, they are not expected to be significant. The affected hotels experienced some group cancellations and displacement; however, the majority of lost revenue in September 2022 was replaced with revenue from displaced residents, recovery personnel and incremental transient demand. We continue to assess both the extent of costs and any ongoing business interruption. 2022, we recognized a loss of approximately $2 million resulting from these hurricanes included within casualty and impairment loss, net in our condensed consolidated statements of comprehensive income (loss).13As of September 30, 2022,2023, we had outstanding commitments under third-party contracts of approximately $121$135 millionfor capital expenditures at our properties, of which $47$30 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, $28 million relates to the expansion projectcomplete renovation of all guestrooms, public spaces, and certain hotel infrastructure at the Bonnet Creek complex. The Bonnet Creek expansion project includes additional meeting space forCasa Marina Key West, Curio Collection, and $25 million relates to the Signia byTapa Tower guestroom renovations at the Hilton Orlando Bonnet Creek and the Waldorf Astoria Orlando.Hawaiian Village Waikiki Beach Resort. Our contracts contain clauses that allow us to cancel all or some portion of the work. If cancellation of a contract occurred, our commitment would be any costs incurred up to the cancellation date, in addition to any costs associated with the discharge of the contract.$8 $8 million as of September 30, 20222023 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.12:13: Subsequent Events2022,2023, the joint ventures that own and operatetrustee for the DoubleTree Hotel Las Vegas Airport soldSF Mortgage Loan filed a lawsuit against the hotel for gross proceeds of approximately $22 million, and our pro-rata shareborrowers under the SF Mortgage Loan. In connection with the lawsuit, the court appointed a receiver to take control of the gross proceeds was approximately $Hilton San Francisco Hotels, which serve as security for the SF Mortgage Loan, and their operations, and thus, we have no further economic interest in the operations of the hotels. The receiver will operate and has authority over the hotels and, until no later than November 1, 2024, has the ability to sell the hotels. The lawsuit contemplates the receivership will end with a non-judicial foreclosure by December 2, 2024, if the hotels are not sold within the predetermined sale period.2021.dates that our hotels will break even or achieve positive Hotel Adjusted EBITDA,repurchase of the impact to our business and financial condition and that of our hotel management companies, measures being taken in response to COVID-19,Company's stock, the impact from macroeconomic factors (including inflation, increases in interest rates, potential economic slowdown or a recession and geopolitical conflicts), the effects of competition, the effects of future legislation or regulations, the expected completion of anticipated dispositions, the declaration and payment of future dividends and other non-historical statements. Forward-looking statements include all statements that are not historical facts, and in some cases, can be identified by the use of forward-looking terminology such as the words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates”, “hopes” or the negative version of these words or other comparable words. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could materially affect our results of operations, financial condition, cash flows, performance or future achievements or events.thethese forward-looking statements. You should not put undue reliance on any forward-looking statements and we urge investors to carefully review the disclosures we make concerning risks and uncertainties in Item 1A: “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021,2022, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, as well as risks, uncertainties and other factors discussed in this Quarterly Report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.hold investments in entities that have ownership or leasehold interests in 4743 hotels (excluding the Hilton San Francisco Hotels), consisting of premium-branded hotels and resorts with approximately 30,000over 26,000 rooms, of which 88%over 86% are luxury and upper upscale (as defined by Smith Travel Research) and are located in prime U.S. markets and its territories. Our high-quality portfolio currently includes hotels mostly in major urban and convention areas, such as New York City, Washington, D.C., Chicago, San Francisco, Boston, New Orleans and Denver; and premier resorts in key leisure destinations, including Hawaii, Orlando, Key West and Miami Beach; as well as hotels in select airport and suburban locations.10: “Business11: "Business Segment Information”Information" in our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information regarding our operating segments.152022,2023, we sold two consolidated hotels, the Hilton Garden Inn Chicago/Oakbrook Terrace and the Hilton Garden Inn LAX/El Segundo for gross proceeds of approximately $47 million. 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.OutlookThe novel strain of coronavirus and the disease it causes (“COVID-19”) and its aftermath have continued to affect the hospitality industry and our business. Beginning in March 2020, travel restrictions and mandated closings of non-essential businesses were imposed, which resulted in temporary suspensions of operations at a majority of our hotels. As vaccination rates across the country increased and COVID-19 related restrictions were eased or removed, we saw an increase in travel and hospitality spending beginning in the second quarter of 2021. During 2022, we continued to experience improvements in leisure, groupoverall demand across our portfolio, although average daily rate ("ADR") growth has slowed as the industry recovery has stabilized and business transient demand, despite macroeconomic and inflationary pressures, and by May 2022, we had reopened all previously suspended hotels.seasonal patterns have normalized. We believe the distribution of the COVID-19 vaccine during 2021 drove the improvement in traveler sentiment we experienced and resulted in an improvement in occupancy, Average Daily Rate (“ADR”) and Revenue per Available Room (“RevPAR”) during the second quarter of 2021. Changes in our 2022 pro-forma metrics, which exclude results from properties disposed of and include results from properties acquired as of November 3, 2022, as compared to the same periods in 2021 and 2019, and 2022 occupancy are as follows:the uncertainty of COVID-19inflation and other macroeconomic factors, such as inflation,further increases in interest rates, local economic factors and demand, a potential economic slowdown or a recession and geopolitical conflicts, we expect the positive momentum to continue to recover through the remainder of 20222023 and into 2024 based on current demand trends.trends and as demand from international travel continues to improve. Room nights available to guests have not been adjusted for suspended or reduced operations at certain of our hotels as a result of COVID-19. Occupancy measures the utilization of our hotels’ available capacity. We use occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable ADR levels as demand for rooms increases or decreases. (which we also refer to as rate) represents rooms revenue divided by total number of room nights sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in the hotel industry, and we use ADR to assess pricing levels that we are able to generate by type of customer, as changes in rates have a more pronounced effect on overall revenues and incremental profitability than changes in occupancy, as described above.RevPAR Room nights available to guests have not been adjusted for suspended or reduced operations at certain of our hotels as a result of COVID-19. We consider RevPAR to be a meaningful indicator of our performance as it provides a metric correlated to two primary and key factors of operations at a hotel or group of hotels: occupancy and ADR. RevPAR is also a useful indicator in measuring performance over comparable periods.16Comparable Hotels DataHistorically, we have presented certain data for our hotels on a comparable hotel basis as supplemental information for investors. We defined our comparable hotels as those that: (i) were active and operating in our portfolio since January 1stTable of the previous year; and (ii) have not sustained substantial property damage or business interruption, have not undergone large-scale capital projects or for which comparable results are not available. We presented comparable hotel results to help us and our investors evaluate the ongoing operating performance of our comparable hotels. However, given the significant effect of COVID-19 on most of our hotels and the lack of comparability to prior periods, we do not believe this supplemental information is useful to us or our investors at this time. Under “Results of Operations” below, we have provided information on the effects from dispositions and other factors to our results of operations for the three and nine months ended September 30, 2022 as compared to the same periods in 2021. Change from other factors primarily relates to the effects of COVID-19 and subsequent ongoing recovery.Contentsincome.(losses) from investments in affiliates.exclude:exclude the following items that are not reflective of our ongoing operating performance or incurred in the normal course of business, and thus, excluded from management's analysis in making day-to-day operating decisions and evaluations of our operating performance against other companies within our industry:17Three Months Ended
September 30,Nine Months Ended
September 30,2023 2022 2023 2022 (in millions) Net income (loss) $ 31 $ 40 $ (82) $ 138 Depreciation and amortization expense 65 67 193 204 Interest income (9) (4) (29) (5) Interest expense 65 61 186 185 Income tax (benefit) expense — (3) 5 (2) Interest expense, income tax and depreciation and amortization included in equity in earnings from investments in affiliates 2 2 7 7 EBITDA 154 163 280 527 Gain on sales of assets, net — (14) (15) (13) — — (3) (92) Share-based compensation expense 5 4 14 13 Casualty and impairment loss — 3 204 4 Other items 4 2 16 8 Adjusted EBITDA 163 158 496 447 Less: Adjusted EBITDA from investments in affiliates (4) (4) (19) (20) 14 13 40 37 Hotel Adjusted EBITDA $ 173 $ 167 $ 517 $ 464
amortization included in equity in earnings from
investments in affiliates(loss), net.18 andnetNet income (loss) attributable to stockholders to Nareit FFO attributable to stockholders and Adjusted FFO attributable to stockholders:Three Months Ended
September 30,Nine Months Ended
September 30,2023 2022 2023 2022 (in millions, except per share amounts) Net income (loss) attributable to stockholders $ 27 $ 35 $ (90) $ 128 Depreciation and amortization expense 65 67 193 204 Depreciation and amortization expense attributable to noncontrolling interests (1) (1) (3) (3) Gain on sales of assets, net — (14) (15) (13) — — (3) (92) Impairment loss — — 202 — Equity investment adjustments: Equity in earnings from investments in affiliates (2) (1) (9) (6) Pro rata FFO of investments in affiliates 2 1 12 11 Nareit FFO attributable to stockholders 91 87 287 229 Casualty loss — 3 2 4 Share-based compensation expense 5 4 14 13 12 — 26 5 Adjusted FFO attributable to stockholders $ 108 $ 94 $ 329 $ 251 $ 0.43 $ 0.39 $ 1.33 $ 1.00 $ 0.51 $ 0.42 $ 1.52 $ 1.09
attributable to noncontrolling interests(loss), netnet..For the three and nine months ended September 30, 2023, includes $6 million and $8 million, respectively, of incremental interest expense associated with the default of the SF Mortgage Loan.(2) (3)Per share amounts are calculated based on unrounded numbers.19The following itemsand areas further illustrated further in the table of Hotel Revenues and Operating Expenses below:•Property Dispositions: below. Since January 1, 2021,2022, we have disposed of tenseven consolidated hotels. The results of operations of these hotels are included in our consolidated results only during our period of ownership. As a result of these dispositions, our revenues and operating expenses decreased for the three and nine months ended September 30, 2022 as compared to the same periods in 2021.•Ongoing COVID-19 Recovery: Travel and hospitality spending began to improve beginning in the second quarter of 2021 as vaccination rates increased, which resulted in improved occupancy and ADR, and we reopened additional previously suspended hotels throughout 2021 and into the second quarter of 2022. Consequently, the results of our portfolio during the three and nine months ended September 30, 2022 will not be comparable to the same periods in 2021.Three Months Ended September 30, 2023 2022 Change Change from Property Dispositions (in millions) Rooms revenue $ 432 $ 428 $ 4 $ (9) $ 13 Food and beverage revenue 159 148 11 (2) 13 Ancillary hotel revenue 66 67 (1) — (1) Rooms expense 119 115 4 (2) 6 Food and beverage expense 122 115 7 (1) 8 Other departmental and support expense 161 162 (1) (4) 3 Other property-level expense 59 58 1 — 1 Management fees expense 31 30 1 — 1
Property
Dispositions
from Other
Factors(1)effects of our ongoing COVID-19 recovery.market-specific conditions discussed below.Nine Months Ended September 30, 2023 2022 Change Change from Property Dispositions (in millions) Rooms revenue $ 1,256 $ 1,153 $ 103 $ (33) $ 136 Food and beverage revenue 518 431 87 (6) 93 Ancillary hotel revenue 203 198 5 (2) 7 Rooms expense 343 298 45 (8) 53 Food and beverage expense 377 321 56 (4) 60 Other departmental and support expense 484 453 31 (13) 44 Other property-level expense 182 173 9 (3) 12 Management fees expense 95 84 11 (1) 12
Property
Dispositions
from Other
Factors(1)effectsmarket-specific conditions discussed below.2022,2023, as well as the change for each segment compared to the same periods in 20212022 are as follows:Three Months Ended September 30, 2023 2022 Change Change from Property Dispositions (in millions) Group rooms revenue $ 112 $ 97 $ 15 $ (1) $ 16 Transient rooms revenue 283 302 (19) (7) (12) Contract rooms revenue 27 20 7 (1) 8 Other rooms revenue 10 9 1 — 1 Rooms revenue $ 432 $ 428 $ 4 $ (9) $ 13
Property
Dispositions
from Other
Factors(1)effects of our ongoing COVID-19 recovery.market-specific conditions discussed below.Nine Months Ended September 30, 2023 2022 Change Change from Property Dispositions (in millions) Group rooms revenue $ 368 $ 293 $ 75 $ (5) $ 80 Transient rooms revenue 790 783 7 (26) 33 Contract rooms revenue 70 52 18 (2) 20 Other rooms revenue 28 25 3 — 3 Rooms revenue $ 1,256 $ 1,153 $ 103 $ (33) $ 136
Property
Dispositions
from Other
Factors(1)effectsmarket-specific conditions discussed below.ongoing COVID-19 recovery.largest markets. During the three months ended September 30, 2023, our New York, Hawaii and Seattle markets experienced the most significant changes compared to the same period in 2022. The New York Hilton Midtown benefited from increases in group and transient demand resulting in increases in occupancy and ADR of 17.8 percentage points and 4.1%, respectively, for the three months ended September 30, 2023 compared to the same period in 2022. Combined occupancy at our two Hawaii hotels increased 2.3 percentage points for the three months ended September 30, 2023 compared to same period in 2022, driven by an increase in group demand primarily at the Hilton Hawaiian Village Waikiki Beach Resort, which experienced increases in both occupancy and ADR of 1.5 percentage points and 1.6%, respectively. Combined occupancy at our Seattle hotels increased 14.2 percentage points for the three months ended September 30, 2023 compared to the same period in 2022 due to an increase in transient demand.2022,2023, other revenue increased by $4$3 million and $19$10 million, respectively, and other operating expenseincreased by $4$1 million and $18$9 million, respectively, primarily due to increasesan increase in support services revenuebusiness and expense fromrelated costs that are allocated to the reopening of our hotels that haveHilton Grand Vacations pursuant to service arrangements with Hilton Grand Vacations to full capacity following their suspensioncertain of operations during 2020.our hotels.Three Months Ended
September 30,Nine Months Ended
September 30,2023 2022 Percent Change 2023 2022 Percent Change (in millions) (in millions) General and administrative expenses $ 13 $ 12 8.3 % $ 34 $ 32 6.3 % Share-based compensation expense 5 4 25.0 14 13 7.7 — — — 2 3 (33.3) Total corporate general and administrative $ 18 $ 16 12.5 % $ 50 $ 48 4.2 %
Changeexpenses not included in Adjusted EBITDA.disposition costs. nethotels for the three months ended September 30, 2022. hotels.2021,2023, we recognized an impairment lossa net gain of $5$15 million related tofrom the sale of one of our hotels classified as held for sale as of June 30, 2021, primarily as a result of selling costs of $5 million.21Gain (loss) on sales of assets, netDuring the three and nine months ended September 30, 2021, we recognized a net loss of $11 million and $5 million, respectively, primarily as a result of the sales of our consolidated hotels during the respective periods.expenseexpense decreasedincome increased $5 million and $24 million, respectively, during the three and nine months ended September 30, 20222023 compared to the same periods in 2021 as2022. The increase for the three months ended September 30, 2023 was a result of an increase in interest rates, which more than offset a decrease in the partial repaymentaverage cash balances, and the increase for the nine months ended September 30, 2023 was a result of both an increase in average cash balances and interest rates.duringand the second and third quarters of 2021 and$26 million mortgage loan secured by the Hilton Checkers, as well as the full repayment of our revolving credit facility ("Revolver") during 2021, partially offsetthe $75 million mortgage loan secured by the issuance of $750 million of 4.875% senior secured notes due 2029 ("2029 Senior Secured Notes")W Chicago - City Center in May 2021.June 2023. Interest expense associated with our debt for the three and nine months ended September 30, 20222023 and 20212022 were as follows:Three Months Ended
September 30,Nine Months Ended
September 30,2023 2022 Percent Change 2023 2022 Percent Change (in millions) (in millions) $ 14 $ 8 75.0 % $ 31 $ 23 34.8 % 13 13 — % 40 40 — % Other mortgage loans 4 5 (20.0) 14 16 (12.5) Revolver 1 1 — 3 2 50.0 — 1 (100.0) — 2 (100.0) 13 13 — 37 37 — 11 11 — 32 32 — 9 9 — 27 27 — Other — — — 2 6 (66.7) Total interest expense $ 65 $ 61 6.6 % $ 186 $ 185 0.5 %
Change
Changeathe $725 million CMBSSF Mortgage Loan. In June 2023, we ceased making debt service payments toward the SF Mortgage Loan, and we have received notice of default from the servicer. The stated rate on the loan secured byis 4.11%, however, beginning June 1, 2023, the default interest rate on the loan is 7.11%. Additionally, beginning June 1, 2023, the loan accrues a monthly late payment administrative fee of 3% of the monthly amount due. In October 2023, the trustee for the SF Mortgage Loan filed a lawsuit against the borrowers under the SF Mortgage Loan. In connection with the lawsuit, the court appointed a receiver to take control of the Hilton San Francisco Union Square andHotels, which serve as security for the Parc 55 Hotel San Francisco (“SF Mortgage Loan”)Loan, and their operations, and thus, we have no further economic interest in the operations of the hotels. Refer to Note 6: "Debt" and Note 13: "Subsequent Events" in our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information.(2)(3)In May and September 2020, December 2022, we fully repaid our 2019 Term Facility.secured notes due 2025 (“2025 Senior Secured Notes”) and in September 2020 issued an aggregate of $725 million of senior secured notes due 2028 (“2028 Senior Secured Notes”), respectively (collectively with the and in May 2021 issued an aggregate of $750 million of senior notes due 2029 ("2029 Senior Secured Notes,Notes", collectively referred to as the "Senior Secured Notes").(loss), net which is primarily due to the sale of our ownership interests in the joint ventures that own and operate the Hilton San Diego Bayfront. Refer to Note 3: "Dispositions""Acquisitions and Dispositions" in our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information.2022,2023, we had total cash and cash equivalents of $971$726 million and $29$60 million of restricted cash. Restricted cash primarily consists of cash restricted as to use by our debt agreements and reserves for capital expenditures in accordance with certain of our management agreements. As of September 30, 2023, restricted cash included $26 million of cash related to the default on our SF Mortgage Loan and the use of such funds is limited pursuant to the terms of the loan and associated agreements.2022, $92 million previously held by the lenders of the HHV Mortgage Loan and the mortgage loan secured by the Hilton Denver City Center was released to us upon submission of the certificates reflecting compliance with financial ratios of these loans.As discussed above under “Outlook,” during 2022,2023, we continued to experience improvements in leisure, group and business transientoverall demand across our portfolio despite macroeconomic and inflationary pressures. While we expect the positive momentum to continue to recover through the remainder of 20222023 and into 2024 based on current demand trends and as demand from international travel continues to improve. We continue to mitigate the potential for an economic slowdown or a recession may disrupt the positive momentum across our portfolioeffects of macroeconomic and our industry.$901approximately $950 million of availabilityavailable under our Revolver and $726 million in existing cash and cash equivalents, we have sufficient liquidity to pay our debt maturities and to fund other liquidity obligations over the next year12 months and beyond. We have no significant maturities untilin 2023, except for the fourth quarter of 2023.SF Mortgage Loan due in November 2023, for which we ceased making debt service payments in June 2023 and is in default. Refer to Note 6: "Debt" and Note 13: "Subsequent Events" in our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information. We may also take actions to improve our liquidity, such as the issuance of additional debt, equity or22 In 2020, we amended our credit facilities, which in addition to providing enhanced liquidity, extended the maturity of the Revolver and placed certain restrictions on the Company, including limitations on our ability to make dividends and distributions (except to the extent required to maintain REIT status, the ability to pay a $0.01 per share per fiscal quarter dividend and certain other agreed exceptions). In February 2022, we further amended our credit facilities, including extending the waiver period for the testing of the financial covenants, obtaining the ability to repurchase up to $250 million of shares as long as there is no outstanding balance on the Revolver (with the amount of any such repurchases increasing the minimum liquidity covenant, dollar for dollar, resulting in a minimum liquidity covenant amount as of September 30, 2022 of $418 million), and removing or decreasing certain restrictions on the Company related to capital expenditures, acquisitions and asset sales. Upon delivery of the second quarter 2022 compliance certificate in July 2022, which reflected compliance with all required covenants, we exited the waiver period under our credit facilities (one quarter earlier than the scheduled end of the waiver period). Upon exit of the waiver period, certain restrictions related to investments and the incurrence and repayment of debt and dividends and distributions ceased to apply. Additionally, the applicable margin on the interest rate of the Revolver and the 2019 Term Facility decreased by 1.20% and 0.95%, respectively.scheduledcontractually due principal payments on our outstanding indebtedness, capital expenditures for in-progress renovations and maintenance at our hotels, corporate general and administrative expenses and dividends to our stockholders. In addition, our Board of Directors declared a special cash dividend of $0.77 per share, or approximately $162 million, which will be paid in January 2024, refer to Note 13: "Subsequent Events" in our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information. Many of the other expenses associated with our hotels are relatively fixed, including portions of rent expense, property taxes and insurance. Since we generally are unable to decrease these costs significantly or rapidly when demand for our hotels decreases, the resulting decline in our revenues can have a greater adverse effect on our net cash flow, margins and profits. Our long-term liquidity requirements primarily consist of funds necessary to pay for scheduled debt maturities, capital improvements at our hotels, (to the extent not cancelled or deferred), and costs associated with potential acquisitions.$121$135 million for capital expenditures at our properties, of which $47$30 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, $28 million relates to the expansion projectcomplete renovation of all guestrooms, public spaces, and certain hotel infrastructure at the Bonnet Creek complex. The Bonnet Creek expansion project includes additional meeting space forCasa Marina Key West, Curio Collection, and $25 million relates to the Signia byTapa Tower guestroom renovations at the Hilton Orlando Bonnet Creek and the Waldorf Astoria Orlando.Hawaiian Village Waikiki Beach Resort. Our contracts contain clauses that allow us to cancel all or some portion of the work. Additionally, we have established reserves for capital expenditures (“FF&E reserve”) in accordance with our management and certain debt agreements. Generally, these agreements require that we fund 4% of hotel revenues into an FF&E reserve, unless such amounts have been incurred.2022,2023, our Board of Directors terminated a previous stock repurchase program that was approved in February 2022 (the "February 2022 Stock Repurchase Program") and authorized and approved a new stock repurchase program allowing us to repurchase up to $300 million of our common stock over a 24-monthtwo-year period ending in February 2024.2025 (the "February 2023 Stock Repurchase Program" and collectively with the February 2022 Stock Repurchase Program the "Stock Repurchase Programs"), subject to any applicable limitations or restrictions set forth in our credit facility and indentures related to our Senior Notes. Stock repurchases wouldmay be made through open market purchases, including through Rule 10b5-1 trading programs, in privately negotiated transactions, or in such other manner that would comply with applicable securities laws and subject to compliance with existing debt agreements (which currently limits the repurchase of common stock to $250 million).laws. The timing of any future stock repurchases and the number of shares to be repurchased will depend upon prevailing market conditions and other factors.factors, and we may suspend the repurchase program at any time. During the nine months ended September 30, 2022,2023, we repurchased in aggregate under the Stock Repurchase Programs approximately 12.0 million14.6 shares of our common stock for a total purchase price of $218 million, and as$180 million. As of September 30, 2022, $822023, $150 million remained available for stock repurchases.23Nine Months Ended September 30, 2023 2022 Percent Change (in millions) Net cash provided by operating activities $ 377 $ 339 11.2 % Net cash (used in) provided by investing activities (91) 140 165.0 Net cash used in financing activities (439) (242) 81.4 $434$38 million increase in net cash provided by operating activities for the nine months ended September 30, 20222023 compared to the nine months ended September 30, 20212022 was primarily due to an increase in cash from operations as a result of thean increase in occupancy asat our hotels, continue to recover from the effects of COVID-19 coupled with a decrease in cash paid for interest of $90$20 million, primarily due to timingthe cessation of payments.$425$439 million in net cash provided by investingused in financing activities for the nine months ended September 30, 20212023 was primarily attributable to $454the repurchase of approximately 14.6 million shares of our common stock for approximately $180 million, $132 million of net proceeds from the saledebt repayments and $120 million of fivedividends paid.The $469 million in net cash used in financing activities for the nine months ended September 30, 2021 was primarily attributable to $1.2 billion of debt repayments and $15 million of debt issuance costs, partially offset by the issuance of $750 million of 2029 Senior Secured Notes and the $14 million mortgage loan secured by the Doubletree Spokane.gain, and after utilization of any NOL carryforwardgains, to our stockholders on an annual basis. Therefore, as a general matter, after consideration of the allowable use of our net operating loss carryforward, we intend to make distributions of all, or substantially all, of our REIT taxable income (including net capital gains) to our stockholders, and, as a result, we will not be required to pay tax on our income. Consequently, before consideration of the use of any NOLnet operating loss carryforward, it is unlikely that we will be able to retain substantial cash balances that could be used to meet our liquidity needs from our annual taxable income. Instead, we will need to meet these needs from external sources of capital and amounts, if any, by which our cash flow generated from operations exceeds taxable income. After the payment of the first quarter dividend in 2020, we suspended our quarterly dividend as a precautionary measure in light of COVID-19; in March 2022, our Board of Directors approved and reinstated our quarterly cash dividend.2022:Record Date Payment Date Dividend per Share March 31, 2023 April 17, 2023 $ 0.15 June 30, 2023 July 17, 2023 $ 0.15 September 29, 2023 October 16, 2023 $ 0.15 December 29, 2023 January 16, 2024 $ 0.77 2022,2023, our total indebtedness was approximately $4.7$4.5 billion, including approximately $2.1 billion of our Senior Secured Notes as disclosed above,and the $725 million SF Mortgage Loan on which we ceased making debt service payments in June 2023, and excluding approximately $170$169 million of our share of debt from investments in affiliates. Substantially all the debt of such unconsolidated affiliates is secured solely by the affiliates’ assets or is guaranteed by other partners without recourse to us. Refer to Note 6: “Debt”"Debt" in our unaudited condensed consolidated financial statements included elsewhere within this Quarterly Report on Form 10-Q for additional information.2021,2022, filed with the Securities and Exchange Commission on February 18, 2022.23, 2023. There have been no material changes to our critical accounting policies or the methods or assumptions we apply.24 We continue to have exposure to such risks to the extent they are not hedged.2022,2023, our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports filed or submitted with the Securities and Exchange Commission (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.2021.2022.2022,2023, repurchases made pursuant to our stock repurchase programprograms were as follows:Period Total number of shares purchased as part of publicly announced plans or programs January 1, 2023 through January 31, 2023 2,536,900 $ 11.64 2,536,900 $ 43 February 1, 2023 through February 28, 2023 174,848 $ 13.78 — $ 300 March 1, 2023 through March 31, 2023 6,278,600 $ 11.93 6,278,600 $ 225 April 1, 2023 through April 30, 2023 105 $ 12.17 — $ 225 May 1, 2023 through May 31, 2023 236 $ 12.40 — $ 225 June 1, 2023 through June 30, 2023 332 $ 13.74 — $ 225 July 1, 2023 through July 31, 2023 253 $ 13.16 — $ 225 August 1, 2023 through August 31, 2023 5,760,165 $ 13.00 5,759,966 $ 150 September 1, 2023 through September 30, 2023 315 $ 12.83 — $ 150 Total 14,751,754 14,575,466 hu
shares
purchased(1)
price paid
per share(2)
shares purchased
as part of publicly
announced plans
or programs
(or approximate
dollar value) of
common shares
that may yet be
purchased under
the plans or
programs(3)
(in millions)programprograms as well as shares of common stock surrendered by certain of our employees to satisfy their federal and state tax obligations associated with the vesting of restricted common stock. was authorized on February 25, 2022, allowingwhich allowed for the repurchase of up to $300 million of our common stock, andwas terminated on February 17, 2023 upon the authorization of a new $300 million stock repurchase program, which expires on February 23, 2024.21, 2025.Not applicable.26
Number3, 2022President and Chief Executive Officer (Principal(Principal Executive Officer)3, 2022Chief Financial Officer and Treasurer (Principal Financial Officer) 3, 2022Chief Accounting Officer (Principal Accounting Officer) 29