Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PK | |
Entity Registrant Name | Park Hotels & Resorts Inc. | |
Entity Central Index Key | 0001617406 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 236,490,512 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-37795 | |
Entity Tax Identification Number | 36-2058176 | |
Entity Address, Address Line One | 1775 Tysons Boulevard | |
Entity Address, Address Line Two | 7th Floor | |
Entity Address, City or Town | Tysons | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22102 | |
City Area Code | 571 | |
Local Phone Number | 302-5757 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Property and equipment, net | $ 9,125 | $ 9,193 |
Investments in affiliates | 14 | 14 |
Intangibles, net | 44 | 45 |
Cash and cash equivalents | 868 | 951 |
Restricted cash | 32 | 30 |
Accounts receivable, net of allowance for doubtful accounts of $2 and $3 | 38 | 26 |
Prepaid expenses | 35 | 39 |
Other assets | 53 | 60 |
Operating lease right-of-use assets | 225 | 229 |
TOTAL ASSETS (variable interest entities - $228 and $229) | 10,434 | 10,587 |
Liabilities | ||
Debt | 5,121 | 5,121 |
Accounts payable and accrued expenses | 196 | 147 |
Due to hotel managers | 80 | 88 |
Deferred income tax liabilities | 10 | 10 |
Other liabilities | 134 | 134 |
Operating lease liabilities | 240 | 244 |
Total liabilities (variable interest entities - $215 and $213) | 5,781 | 5,744 |
Commitments and contingencies - refer to Note 13 | ||
Stockholders' Equity | ||
Common stock, par value $0.01 per share, 6,000,000,000 shares authorized, 236,832,708 shares issued and 236,435,153 shares outstanding as of March 31, 2021 and 236,217,344 shares issued and 235,915,749 shares outstanding as of December 31, 2020 | 2 | 2 |
Additional paid-in capital | 4,520 | 4,519 |
Retained earnings | 185 | 376 |
Accumulated other comprehensive loss | (3) | (4) |
Total stockholders' equity | 4,704 | 4,893 |
Noncontrolling interests | (51) | (50) |
Total equity | 4,653 | 4,843 |
TOTAL LIABILITIES AND EQUITY | $ 10,434 | $ 10,587 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts receivable | $ 2 | $ 3 |
Total assets | 10,434 | 10,587 |
Total liabilities | $ 5,781 | $ 5,744 |
Common stock, par value (per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 6,000,000,000 | 6,000,000,000 |
Common stock, issued shares | 236,832,708 | 236,217,344 |
Common stock, outstanding shares | 236,435,153 | 235,915,749 |
Consolidated VIEs [Member] | ||
Total assets | $ 228 | $ 229 |
Total liabilities | $ 215 | $ 213 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Revenues | |||
Total revenues | $ 165 | $ 599 | |
Operating expenses | |||
Other property-level | 48 | 60 | |
Management fees | 7 | 25 | |
Impairment loss and casualty gain, net | 694 | ||
Depreciation and amortization | 74 | 75 | |
Corporate general and administrative | 18 | 16 | |
Other | 7 | 21 | |
Total expenses | 288 | 1,298 | |
Gain on sales of assets, net | 62 | ||
Operating loss | (123) | (637) | |
Interest income | 1 | ||
Interest expense | (63) | (40) | |
Equity in losses from investments in affiliates | (4) | (1) | |
Other loss, net | (2) | ||
Loss before income taxes | (190) | (679) | |
Income tax expense | (1) | (10) | |
Net loss | (191) | (689) | |
Net loss attributable to noncontrolling interests | 1 | 1 | |
Net loss attributable to stockholders | (190) | (688) | |
Other comprehensive loss, net of tax expense: | |||
Currency translation adjustment, net of tax expense of $0 | 4 | ||
Change in fair value of interest rate swap, net of tax expense of $0 | 1 | (6) | |
Total other comprehensive income (loss) | 1 | (2) | |
Comprehensive loss | (190) | (691) | |
Comprehensive loss attributable to noncontrolling interests | 1 | 1 | |
Comprehensive loss attributable to stockholders | $ (189) | $ (690) | |
Loss per share: | |||
Loss per share - Basic | [1] | $ (0.81) | $ (2.89) |
Loss per share - Diluted | [1] | $ (0.81) | $ (2.89) |
Weighted average shares outstanding - Basic | 235 | 238 | |
Weighted average shares outstanding - Diluted | 236 | 238 | |
Rooms [Member] | |||
Revenues | |||
Total revenues | $ 106 | $ 362 | |
Operating expenses | |||
Expenses | 35 | 112 | |
Food and Beverage [Member] | |||
Revenues | |||
Total revenues | 22 | 161 | |
Operating expenses | |||
Expenses | 21 | 123 | |
Ancillary Hotel [Member] | |||
Revenues | |||
Total revenues | 29 | 57 | |
Other [Member] | |||
Revenues | |||
Total revenues | 8 | 19 | |
Other Departmental and Support [Member] | |||
Operating expenses | |||
Expenses | $ 78 | $ 172 | |
[1] | Per share amounts are calculated based on unrounded numbers. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Foreign currency translation adjustment, tax | $ 0 | $ 0 |
Change in fair value of interest rate swap, tax | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Activities: | ||
Net loss | $ (191) | $ (689) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 74 | 75 |
Gain on sales of assets, net | (62) | |
Impairment loss and casualty gain, net | 694 | |
Equity in losses from investments in affiliates | 4 | 1 |
Other loss, net | 2 | |
Share-based compensation expense | 6 | 2 |
Amortization of deferred financing costs | 2 | 1 |
Distributions from unconsolidated affiliates | 4 | |
Changes in operating assets and liabilities | 34 | (41) |
Net cash used in operating activities | (71) | (13) |
Investing Activities: | ||
Capital expenditures for property and equipment | (5) | (26) |
Proceeds from asset dispositions, net | 205 | |
Contributions to unconsolidated affiliates | (2) | |
Insurance proceeds for property damage claims | 4 | 1 |
Net cash (used in) provided by investing activities | (3) | 180 |
Financing Activities: | ||
Borrowings from credit facilities | 1,000 | |
Repayments of mortgage debt | (1) | (2) |
Dividends paid | (136) | |
Distributions to noncontrolling interests | (1) | |
Tax withholdings on share-based compensation | (6) | (6) |
Repurchase of common stock | (66) | |
Net cash (used in) provided by financing activities | (7) | 789 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (81) | 956 |
Cash and cash equivalents and restricted cash, beginning of period | 981 | 386 |
Cash and cash equivalents and restricted cash, end of period | $ 900 | 1,342 |
Non-cash financing activities: | ||
Dividends declared but unpaid | $ 106 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock [member] | Additional Paid-in Capital [member] | Retained Earnings [member] | Accumulated Other Comprehensive Loss [member] | Non-Controlling Interests [member] | |
Balance at Dec. 31, 2019 | $ 6,451 | $ 2 | $ 4,575 | $ 1,922 | $ (3) | $ (45) | |
Balance (shares) at Dec. 31, 2019 | 239,000,000 | ||||||
Share-based compensation, net | (4) | (5) | 1 | ||||
Net loss | (689) | (688) | (1) | ||||
Other comprehensive income (loss) | (2) | (2) | |||||
Dividends and dividend equivalents | [1] | (106) | (106) | ||||
Distributions to noncontrolling interests | (1) | (1) | |||||
Repurchase of common stock | (66) | (66) | |||||
Repurchases of common stock (Shares) | (4,000,000) | ||||||
Balance at Mar. 31, 2020 | 5,583 | $ 2 | 4,504 | 1,129 | (5) | (47) | |
Balance (shares) at Mar. 31, 2020 | 235,000,000 | ||||||
Balance at Dec. 31, 2020 | $ 4,843 | $ 2 | 4,519 | 376 | (4) | (50) | |
Balance (shares) at Dec. 31, 2020 | 235,915,749 | 236,000,000 | |||||
Share-based compensation, net | 1 | (1) | |||||
Net loss | $ (191) | (190) | (1) | ||||
Other comprehensive income (loss) | 1 | 1 | |||||
Balance at Mar. 31, 2021 | $ 4,653 | $ 2 | $ 4,520 | $ 185 | $ (3) | $ (51) | |
Balance (shares) at Mar. 31, 2021 | 236,435,153 | 236,000,000 | |||||
[1] | Dividends declared per common share were $0.45 for the three months ended March 31, 2020. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2020$ / shares | |
Statement Of Stockholders Equity [Abstract] | |
Dividends declared per common share | $ 0.45 |
Organization and Recent Events
Organization and Recent Events | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Recent Events | Note 1: Organization and Recent Events Organization Park Hotels & Resorts Inc. (“we,” “us,” “our” or the “Company”) is a Delaware corporation that owns a portfolio of premium-branded hotels and resorts primarily located in prime city center and resort locations. On January 3, 2017, Hilton Worldwide Holdings Inc. (“Hilton”) completed the spin-off of a portfolio of 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. We own 100% of the interests in our Operating Company. Recent Events The novel strain of coronavirus and the disease it causes (“COVID-19”) have had and continue to have a significant effect on the hospitality industry and our business. The effects of COVID-19, including government restrictions such as mandated closings of non-essential businesses and travel restrictions, have severely reduced overall lodging demand. Since the beginning of March 2020, we have 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. However, the distribution of COVID-19 vaccines that began in December 2020 and the reports of their effectiveness have resulted in an improvement in traveler and general consumer sentiment. We and our hotel managers have taken various actions to mitigate the effects of COVID-19, including temporarily suspending operations at certain of our hotels in March 2020, limiting capacity at our open hotels, deferring approximately $150 million of capital expenditures planned for 2020, reducing budgeted capital expenditures for maintenance projects to approximately $40 million for 2021, suspending our dividend after the first quarter of 2020, and, as a precautionary measure to increase liquidity and preserve financial flexibility, drawing on our revolving credit facility (“Revolver”) and completing two corporate bond offerings totaling $1.4 billion in 2020. We have since commenced a phased reopening of all except seven of our hotels as restrictions are removed and demand returns. The timing of fully reopening these hotels and beginning to reopen our hotels that remain suspended will depend primarily on government restrictions imposed or re-imposed, recommendations of health officials and market demand. We are committed to using our liquidity to support our hotels’ operations during the COVID-19 pandemic and subsequent recovery, while being focused on continuing to maintain and enhance our stockholders’ value. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2: Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation Principles of Consolidation The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All significant intercompany transactions and balances within the financial statements have been eliminated. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2021 Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Interim results are not necessarily indicative of full year performance. Reclassifications Certain line items on the condensed consolidated statements of comprehensive loss and the condensed consolidated statements of cash flows for the three months ended March 31, 2020 have been reclassified to conform to the current period presentation. Summary of Significant Accounting Policies Our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 26, 2021, contains a discussion of the significant accounting policies. There have been no significant changes to our significant accounting policies since December 31, 2020. |
Dispositions
Dispositions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Dispositions | Note 3: Dispositions During the three months ended March 31, 2020, we sold the Embassy Suites Washington DC Georgetown and our interests in the entity that owns the Hilton São Paulo Morumbi for total gross proceeds of $208 million and recognized a gain, net of selling costs, of $63 million on these hotels, which is included in gain on sales of assets, net in our condensed consolidated statements of comprehensive loss. Additionally, the net gain includes the reclassification of a currency translation adjustment of $7 million from accumulated other comprehensive loss into earnings concurrent with the sale of the Hilton São Paulo Morumbi |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 4: Property and Equipment Property and equipment were: March 31, 2021 December 31, 2020 (in millions) Land $ 3,429 $ 3,429 Buildings and leasehold improvements 6,960 6,951 Furniture and equipment 1,046 1,042 Construction-in-progress 44 52 11,479 11,474 Accumulated depreciation and amortization (2,354 ) (2,281 ) $ 9,125 $ 9,193 Depreciation of property and equipment was $73 million and $74 million during the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2020, we recognized $88 million of impairment losses, primarily related to one of our hotels, and our inability to recover the carrying value of the asset because of COVID-19. |
Consolidated Variable Interest
Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates | 3 Months Ended |
Mar. 31, 2021 | |
Consolidated Variable Interest Entities And Investments In Affiliates [Abstract] | |
Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates | Note 5: Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates Consolidated VIEs We consolidate three VIEs that own hotels in the U.S. We are the primary beneficiary of these VIEs as we have the power to direct the activities that most significantly affect their economic performance. Additionally, we have the obligation to absorb their losses and the right to receive benefits that could be significant to them. The assets of our VIEs are only available to settle the obligations of these entities. Our condensed consolidated balance sheets include the following assets and liabilities of these entities: March 31, 2021 December 31, 2020 (in millions) Property and equipment, net $ 214 $ 216 Cash and cash equivalents 9 8 Restricted cash 2 2 Accounts receivable, net 2 1 Prepaid expenses 1 1 Other assets — 1 Debt 207 207 Accounts payable and accrued expenses 6 5 Other liabilities 2 1 Unconsolidated Entities Investments in affiliates were: Ownership % March 31, 2021 December 31, 2020 (in millions) Hilton San Diego Bayfront 25% $ 11 $ 11 All others (6 hotels) 20% - 50% 3 3 $ 14 $ 14 The affiliates in which we own investments accounted for under the equity method had total debt of approximately $ 943 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 6: Goodwill Due to the effects of COVID-19, we assessed goodwill for impairment during the first quarter of 2020 and determined that the carrying value of our consolidated and unconsolidated hotel reporting units exceeded their respective estimated fair value. As a result, we fully impaired our remaining goodwill balance, recognizing an impairment loss of $607 million in the first quarter of 2020. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 7: Debt Debt balances and associated interest rates as of March 31, 2021 were: Principal balance as of Interest Rate at March 31, 2021 Maturity Date March 31, 2021 December 31, 2020 (in millions) SF CMBS Loan (1) 4.11% November 2023 $ 725 $ 725 HHV CMBS Loan (1) 4.20% November 2026 1,275 1,275 Mortgage loans Average rate of 4.16% 2021 to 2026 (2)(3) 508 509 2019 Term Facility (4)(5) L + 2.65% August 2024 670 670 Revolver (5) L + 3.00% 2021 to 2023 (6) 601 601 2025 Senior Secured Notes (7) 7.50% June 2025 650 650 2028 Senior Secured Notes (7) 5.88% October 2028 725 725 Finance lease obligations 3.07% 2021 to 2022 1 1 5,155 5,156 Add: unamortized premium 3 3 Less: unamortized deferred financing costs and discount (37 ) (38 ) $ 5,121 $ 5,121 (1) (2) August 2022 ( 3 ) ( 4 ) (5) ( 6 ) December 2023 December 2021 ( 7 ) We are required to deposit with lenders certain cash reserves for restricted uses. As of March 31, 2021 and December 31, 2020, our condensed consolidated balance sheets included $12 million and $10 million of restricted cash, respectively, related to our CMBS and mortgage loans. Debt Maturities The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of March 31, 2021 were: Year (in millions) 2021 (1) $ 115 2022 99 2023 1,332 2024 677 2025 657 Thereafter (2) 2,275 $ 5,155 (1) Includes $96 million of the current outstanding balance under the Revolver; however, we have sufficient capacity with extended undrawn commitments under the Revolver to effectively extend for two years. (2) Assumes the exercise of all extensions that are exercisable solely at our option. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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: March 31, 2021 December 31, 2020 Hierarchy Level Carrying Amount Fair Value Carrying Amount Fair Value (in millions) Liabilities: SF CMBS Loan 3 $ 725 $ 723 $ 725 $ 708 HHV CMBS Loan 3 1,275 1,238 1,275 1,195 2019 Term Facility 3 670 661 670 661 Revolver 3 601 596 601 596 2025 Senior Secured Notes 1 650 707 650 705 2028 Senior Secured Notes 1 725 774 725 774 Mortgage loans 3 508 491 509 480 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9: 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 condensed consolidated financial statements for the three months ended March 31, 2021 and 2020 related to our REIT activities, other than taxes related to our built-in gain property (representing property held by us with an excess of fair value over tax basis on January 4, 2017). We will be subject to U.S. federal income tax on taxable sales of built-in gain property through January 3, 2022. 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). The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020 and included several tax provisions that may impact us and our subsidiaries, including: • the ability for our TRSs to carry back net operating losses (“NOLs”) arising in 2020 to all post spin-off taxable years preceding the taxable year of the loss; • an increase of the business interest limitation under Internal Revenue Code (“Code”) section 163(j) from 30 percent to 50 percent of adjusted taxable income for taxable years beginning in 2019 and 2020 and the addition of an election by taxpayers to use their 2019 adjusted taxable income as their adjusted taxable income in 2020 for purposes of applying the limitation; and • a “technical correction” amending Code section 168(e)(3)(E) to add “qualified improvement property” to “15-year property” and assigning a class life of 20-years under section 168(g)(3)(B) to qualified improvement property under section 168(e)(3)(E)(vii). During the three months ended March 31, 2021, we recognized $1 million of income tax expense, which is comprised primarily of an adjustment to the benefit recognized in 2020 from utilizing the NOL carryback provisions of the CARES Act. During the three months ended March 31, 2020 , we recognized $10 million of income tax expense, which is comprised of $12 million of built-in gains tax expense from assets sold during the period and $14 million of non-U.S. income tax expense on the gain from the entity sold during the period, partially offset by a TRS income tax benefit of $17 million from utilizing the NOL carryback provisions of the CARES Act. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 10: Share-Based Compensation We issue equity-based awards to our employees pursuant to the 2017 Omnibus Incentive Plan (“2017 Employee Plan”) and our non-employee directors pursuant to the 2017 Stock Plan for Non-Employee Directors (“2017 Director Plan”). The 2017 Employee Plan provides that a maximum of 8,000,000 shares of our common stock may be issued, and as of March 31, 2021, 2,910,578 shares of common stock remain available for future issuance. The 2017 Director Plan provides that a maximum of 450,000 shares of our common stock may be issued, and as of March 31, 2021, 67,094 shares of common stock remain available for future issuance. For the three months ended March 31, 2021 and 2020, we recognized $6 million and $2 million of share-based compensation expense, respectively. As of March 31, 2021, unrecognized compensation expense was $30 million, which is expected to be recognized over a weighted-average period of 2.1 years. The total fair value of shares vested (calculated as the number of shares multiplied by the vesting date share price) during the three months ended March 31, 2021 and 2020 was $14 million and $17 million, respectively. Restricted Stock Awards Restricted Stock Awards (“RSAs”) generally vest in annual installments between one and three years from each grant date. The following table provides a summary of RSAs for the three months ended March 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at January 1, 2021 834,258 $ 21.68 Granted 356,872 20.26 Vested (249,992 ) 26.07 Forfeited (1,547 ) 23.11 Unvested at March 31, 2021 939,591 $ 19.97 Performance Stock Units Performance Stock Units (“PSUs”) generally vest at the end of a three-year 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 The following table provides a summary of PSUs for the three months ended March 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at January 1, 2021 1,078,555 $ 18.70 Granted 327,110 27.17 Vested (428,255 ) 16.33 Unvested at March 31, 2021 977,410 $ 22.57 The grant date fair values of the awards that are subject to the achievement of market conditions based on total shareholder return were determined using a Monte Carlo simulation valuation model with the following assumptions: Expected volatility ( 1) 60.0 % Dividend yield ( 2) — Risk-free rate 0.2 % Expected term 3 years (1) The weighted average expected volatility was 60.0%. (2) Dividends are assumed to be reinvested in shares of our common stock and dividends will not be paid unless shares vest. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 11: Earnings Per Share The following table presents the calculation of basic and diluted earnings per share (“EPS”): Three Months Ended March 31, 2021 2020 (in millions, except per share amounts) Numerator: Net loss attributable to stockholders $ (190 ) $ (688 ) Earnings attributable to participating securities — — Net loss attributable to stockholders, net of earnings allocated to participating securities $ (190 ) $ (688 ) Denominator: Weighted average shares outstanding – basic 235 238 Unvested restricted shares 1 — Weighted average shares outstanding – diluted 236 238 Loss per share - Basic ( 1) $ (0.81 ) $ (2.89 ) Loss per share - Diluted ( 1) $ (0.81 ) $ (2.89 ) (1) Per share amounts are calculated based on unrounded numbers. Certain of our outstanding equity awards were excluded from the above calculation of EPS for the three months ended March 31, 2021 and 2020 because their effect would have been anti-dilutive. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segment Information | Note 12: Business Segment Information As of March 31, 2021, 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 • Gains or losses on sales of assets for both consolidated and unconsolidated investments; • Costs associated with hotel acquisitions or dispositions expensed during the period; • Severance expense; • Share-based compensation expense; • Impairment losses and casualty gains or losses; and • Other items that we believe are not representative of our current or future operating performance. The following table presents revenues for our consolidated hotels reconciled to our consolidated amounts and net loss to Hotel Adjusted EBITDA: Three Months Ended March 31, 2021 2020 (in millions) Revenues: Total consolidated hotel revenue $ 157 $ 580 Other revenues 8 19 Total revenues $ 165 $ 599 Net loss $ (191 ) $ (689 ) Other revenues (8 ) (19 ) Depreciation and amortization expense 74 75 Corporate general and administrative expense 18 14 Impairment loss and casualty gain, net — 694 Other operating expenses 7 21 Gain on sales of assets, net — (62 ) Interest income — (1 ) Interest expense 63 40 Equity in losses from investments in affiliates 4 1 Income tax expense 1 10 Severance expense ( 1) — 2 Other items (4 ) 5 Hotel Adjusted EBITDA $ (36 ) $ 91 (1) Severance expense is included in corporate general and administrative expense The following table presents total assets for our consolidated hotels, reconciled to total assets: March 31, 2021 December 31, 2020 (in millions) Consolidated hotels $ 10,415 $ 10,568 All other 19 19 Total assets $ 10,434 $ 10,587 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13: Commitments and Contingencies As of March 31, 2021, we had outstanding commitments under third-party contracts of approximately $52 million for capital expenditures at certain hotels. 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 indemnify us from certain of these claims as well as require us to indemnify Hilton for other claims. In addition, losses related to certain contingent liabilities could be apportioned to us under the spin-off agreements. In connection with our obligation to indemnify Hilton under the spin-off agreements, we have reserved approximately $8 million, as of March 31, 2021, 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. In February 2021, we were required to make a payment to Hilton of approximately $11 million representing our share of the deposit required by the ATO of Hilton to further defend against the claim and for certain out-of-pocket expenses incurred by Hilton. This amount could change as the litigation of the ATO’s claim progresses. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14: Subsequent Events In April 2021, we sold the 97-room W New Orleans – French Quarter for gross proceeds of approximately $24 million, or $249,000 per key. On April 30, 2021, our stockholders approved the amendment and restatement of our 2017 Director Plan to increase the maximum number of shares of our common stock available to issue under the plan from 450,000 to 950,000. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements reflect our financial position, results of operations and cash flows, in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods. All significant intercompany transactions and balances within the financial statements have been eliminated. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2021 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Interim results are not necessarily indicative of full year performance. |
Reclassifications | Reclassifications Certain line items on the condensed consolidated statements of comprehensive loss and the condensed consolidated statements of cash flows for the three months ended March 31, 2020 have been reclassified to conform to the current period presentation. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment were: March 31, 2021 December 31, 2020 (in millions) Land $ 3,429 $ 3,429 Buildings and leasehold improvements 6,960 6,951 Furniture and equipment 1,046 1,042 Construction-in-progress 44 52 11,479 11,474 Accumulated depreciation and amortization (2,354 ) (2,281 ) $ 9,125 $ 9,193 |
Consolidated Variable Interes_2
Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Consolidated Variable Interest Entities And Investments In Affiliates [Abstract] | |
Schedule of Assets and Liabilities Included in Consolidated Balance Sheets | Our condensed consolidated balance sheets include the following assets and liabilities of these entities: March 31, 2021 December 31, 2020 (in millions) Property and equipment, net $ 214 $ 216 Cash and cash equivalents 9 8 Restricted cash 2 2 Accounts receivable, net 2 1 Prepaid expenses 1 1 Other assets — 1 Debt 207 207 Accounts payable and accrued expenses 6 5 Other liabilities 2 1 |
Schedule of Investment in Affiliates | Investments in affiliates were: Ownership % March 31, 2021 December 31, 2020 (in millions) Hilton San Diego Bayfront 25% $ 11 $ 11 All others (6 hotels) 20% - 50% 3 3 $ 14 $ 14 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt balances and associated interest rates as of March 31, 2021 were: Principal balance as of Interest Rate at March 31, 2021 Maturity Date March 31, 2021 December 31, 2020 (in millions) SF CMBS Loan (1) 4.11% November 2023 $ 725 $ 725 HHV CMBS Loan (1) 4.20% November 2026 1,275 1,275 Mortgage loans Average rate of 4.16% 2021 to 2026 (2)(3) 508 509 2019 Term Facility (4)(5) L + 2.65% August 2024 670 670 Revolver (5) L + 3.00% 2021 to 2023 (6) 601 601 2025 Senior Secured Notes (7) 7.50% June 2025 650 650 2028 Senior Secured Notes (7) 5.88% October 2028 725 725 Finance lease obligations 3.07% 2021 to 2022 1 1 5,155 5,156 Add: unamortized premium 3 3 Less: unamortized deferred financing costs and discount (37 ) (38 ) $ 5,121 $ 5,121 (1) (2) August 2022 ( 3 ) ( 4 ) (5) ( 6 ) December 2023 December 2021 ( 7 ) |
Debt Maturities, Assuming the Exercise of all Extensions that are Exercisable Solely at our Option | The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of March 31, 2021 were: Year (in millions) 2021 (1) $ 115 2022 99 2023 1,332 2024 677 2025 657 Thereafter (2) 2,275 $ 5,155 (1) Includes $96 million of the current outstanding balance under the Revolver; however, we have sufficient capacity with extended undrawn commitments under the Revolver to effectively extend for two years. (2) Assumes the exercise of all extensions that are exercisable solely at our option. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Debt and Hierarchy Level Used to Estimate Fair Values | The fair value of our debt and the hierarchy level we used to estimate fair values are shown below: March 31, 2021 December 31, 2020 Hierarchy Level Carrying Amount Fair Value Carrying Amount Fair Value (in millions) Liabilities: SF CMBS Loan 3 $ 725 $ 723 $ 725 $ 708 HHV CMBS Loan 3 1,275 1,238 1,275 1,195 2019 Term Facility 3 670 661 670 661 Revolver 3 601 596 601 596 2025 Senior Secured Notes 1 650 707 650 705 2028 Senior Secured Notes 1 725 774 725 774 Mortgage loans 3 508 491 509 480 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Restricted Stock Awards ("RSAs") | 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 three months ended March 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at January 1, 2021 834,258 $ 21.68 Granted 356,872 20.26 Vested (249,992 ) 26.07 Forfeited (1,547 ) 23.11 Unvested at March 31, 2021 939,591 $ 19.97 |
Schedule of Performance Stock Units ("PSUs") | The following table provides a summary of PSUs for the three months ended March 31, 2021: Number of Shares Weighted-Average Grant Date Fair Value Unvested at January 1, 2021 1,078,555 $ 18.70 Granted 327,110 27.17 Vested (428,255 ) 16.33 Unvested at March 31, 2021 977,410 $ 22.57 |
Schedule of Grant Date Fair Values of Awards Using Monte Carlo Simulation Valuation Model | The grant date fair values of the awards that are subject to the achievement of market conditions based on total shareholder return were determined using a Monte Carlo simulation valuation model with the following assumptions: Expected volatility ( 1) 60.0 % Dividend yield ( 2) — Risk-free rate 0.2 % Expected term 3 years (1) The weighted average expected volatility was 60.0%. (2) Dividends are assumed to be reinvested in shares of our common stock and dividends will not be paid unless shares vest. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings Per Share | The following table presents the calculation of basic and diluted earnings per share (“EPS”): Three Months Ended March 31, 2021 2020 (in millions, except per share amounts) Numerator: Net loss attributable to stockholders $ (190 ) $ (688 ) Earnings attributable to participating securities — — Net loss attributable to stockholders, net of earnings allocated to participating securities $ (190 ) $ (688 ) Denominator: Weighted average shares outstanding – basic 235 238 Unvested restricted shares 1 — Weighted average shares outstanding – diluted 236 238 Loss per share - Basic ( 1) $ (0.81 ) $ (2.89 ) Loss per share - Diluted ( 1) $ (0.81 ) $ (2.89 ) (1) Per share amounts are calculated based on unrounded numbers. |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenues from Consolidated Hotels to Condensed Combined Consolidated Amounts and Net Loss to Hotel Adjusted EBITDA | The following table presents revenues for our consolidated hotels reconciled to our consolidated amounts and net loss to Hotel Adjusted EBITDA: Three Months Ended March 31, 2021 2020 (in millions) Revenues: Total consolidated hotel revenue $ 157 $ 580 Other revenues 8 19 Total revenues $ 165 $ 599 Net loss $ (191 ) $ (689 ) Other revenues (8 ) (19 ) Depreciation and amortization expense 74 75 Corporate general and administrative expense 18 14 Impairment loss and casualty gain, net — 694 Other operating expenses 7 21 Gain on sales of assets, net — (62 ) Interest income — (1 ) Interest expense 63 40 Equity in losses from investments in affiliates 4 1 Income tax expense 1 10 Severance expense ( 1) — 2 Other items (4 ) 5 Hotel Adjusted EBITDA $ (36 ) $ 91 (1) Severance expense is included in corporate general and administrative expense |
Schedule of Total Assets by Consolidated Hotels, Reconciled To Total Assets | The following table presents total assets for our consolidated hotels, reconciled to total assets: March 31, 2021 December 31, 2020 (in millions) Consolidated hotels $ 10,415 $ 10,568 All other 19 19 Total assets $ 10,434 $ 10,587 |
Organization and Recent Events
Organization and Recent Events - Additional Information (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)BondOffering | Mar. 31, 2021Hotel | May 05, 2019$ / sharesshares | Jan. 03, 2017 | |
COVID-19 [Member] | |||||
Organization [Line Items] | |||||
Deferring maintenance and ROI Capital expenditures | $ 150 | ||||
Number of bond offering completed | BondOffering | 2 | ||||
Proceeds from bond offering | $ 1,400 | ||||
Number of hotels not yet open | Hotel | 7 | ||||
COVID-19 [Member] | Scenario Forecast [Member] | |||||
Organization [Line Items] | |||||
Budgeted amount of capital expenditures for maintenance | $ 40 | ||||
Park Intermediate Holdings LLC [Member] | |||||
Organization [Line Items] | |||||
Percentage of ownership interest | 100.00% | ||||
Chesapeake Lodging Trust [Member] | |||||
Organization [Line Items] | |||||
Business acquisition,par value per common share | $ / shares | $ 0.01 | ||||
Business acquisition, cash consideration transferred, per share | $ / shares | $ 11 | ||||
Business acquisition, consideration transferred number of shares per share | shares | 0.628 | ||||
Fractional shares of common stock to be issued in merger agreement | shares | 0 |
Dispositions - Additional Infor
Dispositions - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Dispositions [Line Items] | |
Gross proceeds on sale of hotel portfolio properties | $ 208 |
Net gain on selling cost of hotel portfolio properties | 63 |
Hilton Sao Paulo Morumbi [Member] | |
Dispositions [Line Items] | |
Reclassification of currency translation adjustment from accumulated other comprehensive loss to earnings on disposition of hotel portfolio properties | $ 7 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Abstract] | ||
Land | $ 3,429 | $ 3,429 |
Buildings and leasehold improvements | 6,960 | 6,951 |
Furniture and equipment | 1,046 | 1,042 |
Construction-in-progress | 44 | 52 |
Property and equipment, gross | 11,479 | 11,474 |
Accumulated depreciation and amortization | (2,354) | (2,281) |
Property and equipment, net | $ 9,125 | $ 9,193 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation | $ 73 | $ 74 |
Impairment Loss, Property and equipment | $ 88 |
Consolidated Variable Interes_3
Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates - Additional Information (Detail) $ in Millions | Mar. 31, 2021USD ($)Entity | Dec. 31, 2020USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Number of consolidated VIEs | Entity | 3 | |
Debt of unconsolidated joint ventures | $ | $ 943 | $ 943 |
Consolidated Variable Interes_4
Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates - Schedule of Assets and Liabilities Included in Consolidated Balance Sheets (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||
Property and equipment, net | $ 9,125 | $ 9,193 |
Cash and cash equivalents | 868 | 951 |
Restricted cash | 32 | 30 |
Accounts receivable, net | 38 | 26 |
Prepaid expenses | 35 | 39 |
Other assets | 53 | 60 |
Debt | 5,121 | 5,121 |
Accounts payable and accrued expenses | 196 | 147 |
Other liabilities | 134 | 134 |
Consolidated VIEs [Member] | ||
Variable Interest Entity [Line Items] | ||
Property and equipment, net | 214 | 216 |
Cash and cash equivalents | 9 | 8 |
Restricted cash | 2 | 2 |
Accounts receivable, net | 2 | 1 |
Prepaid expenses | 1 | 1 |
Other assets | 1 | |
Debt | 207 | 207 |
Accounts payable and accrued expenses | 6 | 5 |
Other liabilities | $ 2 | $ 1 |
Consolidated Variable Interes_5
Consolidated Variable Interest Entities ("VIEs") and Investments in Affiliates - Schedule of Investments in Affiliates (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Schedule Of Equity Method Investments [Line Items] | ||
Investments in affiliates | $ 14 | $ 14 |
Hilton San Diego Bayfront [Member] | ||
Schedule Of Equity Method Investments [Line Items] | ||
Ownership Percentage | 25.00% | |
Investments in affiliates | $ 11 | 11 |
All others (6 hotels) [Member] | ||
Schedule Of Equity Method Investments [Line Items] | ||
Investments in affiliates | $ 3 | $ 3 |
All others (6 hotels) [Member] | Minimum [Member] | ||
Schedule Of Equity Method Investments [Line Items] | ||
Ownership Percentage | 20.00% | |
All others (6 hotels) [Member] | Maximum [Member] | ||
Schedule Of Equity Method Investments [Line Items] | ||
Ownership Percentage | 50.00% |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill impairment loss | $ 607 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Detail) - USD ($) $ in Millions | 3 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2016 | ||||
Debt Instrument [Line Items] | ||||||
Finance lease obligations | $ 1 | $ 1 | ||||
Debt and financing lease obligations, gross | 5,155 | 5,156 | ||||
Add: unamortized premium | 3 | 3 | ||||
Less: unamortized deferred financing costs and discount | (37) | (38) | ||||
Debt | 5,121 | 5,121 | ||||
SF CMBS Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt, gross | $ 725 | [1] | 725 | [1] | $ 725 | |
Debt instrument, interest rate, stated percentage | [1] | 4.11% | ||||
Maturity Date | [1] | 2023-11 | ||||
HHV CMBS Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt, gross | $ 1,275 | [1] | 1,275 | [1] | $ 1,275 | |
Debt instrument, interest rate, stated percentage | [1] | 4.20% | ||||
Maturity Date | [1] | 2026-11 | ||||
Mortgage Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt, gross | $ 508 | 509 | ||||
Debt instrument, weighted average interest rate | 4.16% | |||||
Maturity Date, start year | [2],[3] | 2021 | ||||
Maturity Date, end year | [2],[3] | 2026 | ||||
2025 Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior Secured Notes | [4] | $ 650 | 650 | |||
Debt instrument, interest rate, stated percentage | [4] | 7.50% | ||||
Maturity Date | [4] | 2025-06 | ||||
2028 Senior Secured Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior Secured Notes | [4] | $ 725 | 725 | |||
Debt instrument, interest rate, stated percentage | [4] | 5.88% | ||||
Maturity Date | [4] | 2028-10 | ||||
Finance Lease Obligations [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate, stated percentage | 3.07% | |||||
Maturity Date, start year | 2021 | |||||
Maturity Date, end year | 2022 | |||||
2019 Term Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt, gross | [5],[6] | $ 670 | 670 | |||
Maturity Date | [5],[6] | 2024-08 | ||||
2019 Term Facility [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | [5],[6] | 2.65% | ||||
Revolver [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt, gross | [6] | $ 601 | $ 601 | |||
Maturity Date, start year | [6],[7] | 2021 | ||||
Maturity Date, end year | [6],[7] | 2023 | ||||
Revolver [Member] | LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, interest rate | [6] | 3.00% | ||||
[1] | In October 2016, we entered into a $725 million CMBS loan secured by the Hilton San Francisco Union Square and the Parc 55 Hotel San Francisco (“SF CMBS Loan”) and a $1.275 billion CMBS loan secured by the Hilton Hawaiian Village Waikiki Beach Resort (“HHV CMBS Loan”). | |||||
[2] | Assumes the exercise of all extensions that are exercisable solely at our option. The mortgage loan for Hilton Denver City Center matures in 2042 but is callable by the lender beginning August 2022 | |||||
[3] | In December 2020, our joint venture executed a forbearance agreement for the $12 million loan secured by the Doubletree Spokane in which the lender agreed to forbear exercising its rights and remedies arising from the joint venture’s non-payment of the loan at maturity due to market conditions until October 6, 2021. Beginning April 2021, the interest rate on the loan will be accrued at the default rate of 6.55%. Additionally, in January 2021, we ceased making debt service payments for the $75 million mortgage loan secured by the W Chicago City Center. Failure to make debt service payments constitutes an event of default. While Park hopes to negotiate an amendment with the lender, there can be no assurances that an agreement will be reached. | |||||
[4] | In May and September 2020, our Operating Company, PK Domestic and PK Finance Co-Issuer Inc. (“PK Finance”) issued an aggregate of $650 million of senior secured notes due 2025 (“2025 Senior Secured Notes”) and an aggregate of $725 million of senior secured notes due 2028 (“2028 Senior Secured Notes”), respectively. | |||||
[5] | In August 2019, the Company, our Operating Company and PK Domestic entered into a term loan facility (the “2019 Term Facility”). | |||||
[6] | In May 2020, we amended our credit and term loan facilities to add a LIBOR floor of 25 basis points. | |||||
[7] | In September 2020, we increased our aggregate commitments under the Revolver by $75 million to $1.075 billion and extended the maturity date with respect to $901 million of the aggregate commitments for two years to December 2023 December 2021 |
Debt - Schedule of Debt (Parent
Debt - Schedule of Debt (Parenthetical) (Detail) - USD ($) | Apr. 01, 2021 | Sep. 30, 2020 | May 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2016 | |||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate | 0.25% | ||||||||
2019 Term Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, gross | [1],[2] | $ 670,000,000 | $ 670,000,000 | ||||||
Debt instrument description of interest rate | LIBOR floor of 25 basis points | ||||||||
Revolver [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, gross | [2] | $ 601,000,000 | 601,000,000 | ||||||
Maturity Date, end year | [2],[3] | 2023 | |||||||
Debt instrument description of interest rate | LIBOR floor of 25 basis points | ||||||||
Revolver [Member] | Debt Amendment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, increase in aggregate commitments | $ 75,000,000 | ||||||||
Line of credit facility, maximum borrowing capacity | 1,075,000,000 | ||||||||
Aggregate commitments | $ 901,000,000 | ||||||||
Line of credit facility, expiration period | 2 years | ||||||||
Debt instrument, maturity date end year | Dec. 31, 2023 | ||||||||
Line of credit facility, remaining borrowing capacity | $ 174,000,000 | ||||||||
Debt instrument, maturity date start year | Dec. 31, 2021 | ||||||||
SF CMBS Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, gross | $ 725,000,000 | [4] | 725,000,000 | [4] | $ 725,000,000 | ||||
HHV CMBS Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, gross | $ 1,275,000,000 | [4] | 1,275,000,000 | [4] | $ 1,275,000,000 | ||||
Hilton Denver City Center Mortgage Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity Date, end year | 2042 | ||||||||
Debt instrument, call date earliest | Aug. 31, 2022 | ||||||||
Doubletree Spokane JV Mortgage Loan [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, gross | $ 12,000,000 | ||||||||
Debt instrument, call date earliest | Oct. 6, 2021 | ||||||||
Doubletree Spokane JV Mortgage Loan [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument default rate | 6.55% | ||||||||
W Chicago City Centre [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, payment | $ 75,000,000 | ||||||||
PK Domestic and PK Finance Co-Issuer Inc [Member] | 2025 Senior Secured Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior Secured Notes | $ 650,000,000 | $ 650,000,000 | |||||||
PK Domestic and PK Finance Co-Issuer Inc [Member] | 2028 Senior Secured Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior Secured Notes | $ 725,000,000 | $ 725,000,000 | |||||||
[1] | In August 2019, the Company, our Operating Company and PK Domestic entered into a term loan facility (the “2019 Term Facility”). | ||||||||
[2] | In May 2020, we amended our credit and term loan facilities to add a LIBOR floor of 25 basis points. | ||||||||
[3] | In September 2020, we increased our aggregate commitments under the Revolver by $75 million to $1.075 billion and extended the maturity date with respect to $901 million of the aggregate commitments for two years to December 2023 December 2021 | ||||||||
[4] | In October 2016, we entered into a $725 million CMBS loan secured by the Hilton San Francisco Union Square and the Parc 55 Hotel San Francisco (“SF CMBS Loan”) and a $1.275 billion CMBS loan secured by the Hilton Hawaiian Village Waikiki Beach Resort (“HHV CMBS Loan”). |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Restricted cash | $ 32 | $ 30 |
CMBS and mortgage loans [Member] | ||
Debt Instrument [Line Items] | ||
Restricted cash | $ 12 | $ 10 |
Debt - Debt Maturities, Assumin
Debt - Debt Maturities, Assuming the Exercise of all Extensions that are Exercisable Solely at our Option (Detail) $ in Millions | Mar. 31, 2021USD ($) | |
Debt Disclosure [Abstract] | ||
2021 | $ 115 | [1] |
2022 | 99 | |
2023 | 1,332 | |
2024 | 677 | |
2025 | 657 | |
Thereafter | 2,275 | [2] |
Debt and capital lease obligations, gross | $ 5,155 | |
[1] | Includes $96 million of the current outstanding balance under the Revolver; however, we have sufficient capacity with extended undrawn commitments under the Revolver to effectively extend for two years. | |
[2] | Assumes the exercise of all extensions that are exercisable solely at our option. |
Debt - Debt Maturities, Assum_2
Debt - Debt Maturities, Assuming the Exercise of all Extensions that are Exercisable Solely at our Option (Parenthetical) (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($) | ||
Debt Instrument [Line Items] | ||
Outstanding balance, due in 2021 | $ 115 | [1] |
Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Outstanding balance, due in 2021 | $ 96 | |
Extension period | 2 years | |
[1] | Includes $96 million of the current outstanding balance under the Revolver; however, we have sufficient capacity with extended undrawn commitments under the Revolver to effectively extend for two years. |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Debt and Hierarchy Level Used to Estimate Fair Values (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying amount [Member] | SF CMBS Loan [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | $ 725 | $ 725 |
Carrying amount [Member] | HHV CMBS Loan [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 1,275 | 1,275 |
Carrying amount [Member] | 2019 Term Facility [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 670 | 670 |
Carrying amount [Member] | Revolver [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 601 | 601 |
Carrying amount [Member] | 2025 Senior Secured Notes [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 650 | 650 |
Carrying amount [Member] | 2028 Senior Secured Notes [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 725 | 725 |
Carrying amount [Member] | Mortgage Loans [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 508 | 509 |
Fair Value [Member] | SF CMBS Loan [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 723 | 708 |
Fair Value [Member] | HHV CMBS Loan [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 1,238 | 1,195 |
Fair Value [Member] | 2019 Term Facility [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 661 | 661 |
Fair Value [Member] | Revolver [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 596 | 596 |
Fair Value [Member] | 2025 Senior Secured Notes [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 707 | 705 |
Fair Value [Member] | 2028 Senior Secured Notes [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | 774 | 774 |
Fair Value [Member] | Mortgage Loans [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Loan | $ 491 | $ 480 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | ||||
Income tax expense | $ 1,000,000 | $ 10,000,000 | ||
Percentage of adjusted taxable income | 50.00% | 50.00% | 30.00% | 30.00% |
Built-in gains tax expense from assets sold | $ 12,000,000 | |||
Non-U.S. income tax expense | 14,000,000 | |||
Income tax benefit partially offset by TRS | 17,000,000 | |||
U.S. Federal Tax [Member] | REIT [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax expense | $ 0 | $ 0 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2020Tradingday$ / shares | Mar. 31, 2021USD ($)Targetshares | Mar. 31, 2020USD ($) | Dec. 31, 2020shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, authorized shares | 6,000,000,000 | 6,000,000,000 | ||
2017 Employee Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares of common stock reserved for future issuance | 2,910,578 | |||
Compensation expense | $ | $ 6 | $ 2 | ||
Unrecognized compensation costs related to unvested awards | $ | $ 30 | |||
Unrecognized compensation costs related to unvested awards, weighted-average period | 2 years 1 month 6 days | |||
Total fair value of shares vested | $ | $ 14 | $ 17 | ||
2017 Employee Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, authorized shares | 8,000,000 | |||
2017 Director Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares of common stock reserved for future issuance | 67,094 | |||
2017 Director Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock, authorized shares | 450,000 | |||
Performance Stock Units ("PSUs") [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award performance period | 3 years | |||
Market capitalization | $ | $ 1,000 | |||
Vesting rights | zero to 200 | |||
Performance Stock Units ("PSUs") [Member] | Special Awards [Member] | Eight Share Price Targets [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting rights | One-eighth | |||
Consecutive trading day period | Tradingday | 20 | |||
PSUs remaining performance period forfeited | 4 years | |||
Share price target achieved | Target | 8 | |||
Percentage of awards granted vested | 75.00% | |||
Performance Stock Units ("PSUs") [Member] | Maximum [Member] | Special Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting rights | 200 | |||
Average closing sales price per share, | $ / shares | $ 25 | |||
Performance Stock Units ("PSUs") [Member] | Minimum [Member] | Annual Grants [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting rights | 0 | |||
Performance Stock Units ("PSUs") [Member] | Minimum [Member] | Special Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Average closing sales price per share, | $ / shares | $ 11 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Restricted Stock Awards ("RSAs") (Detail) - Restricted stock awards (RSAs) [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning balance | shares | 834,258 |
Number of Shares, Granted | shares | 356,872 |
Number of Shares, Vested | shares | (249,992) |
Number of Shares, Forfeited | shares | (1,547) |
Number of Shares, Ending balance | shares | 939,591 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 21.68 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 20.26 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 26.07 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 23.11 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 19.97 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Performance Stock Units ("PSUs") (Detail) - Performance Stock Units ("PSUs") [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning balance | shares | 1,078,555 |
Number of Shares, Granted | shares | 327,110 |
Number of Shares, Vested | shares | (428,255) |
Number of Shares, Ending balance | shares | 977,410 |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 18.70 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 27.17 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 16.33 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 22.57 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Grant Date Fair Values of Awards Using Monte Carlo Simulation Valuation Model (Detail) | 3 Months Ended | |
Mar. 31, 2021 | ||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Expected volatility | 60.00% | [1] |
Risk-free rate | 0.20% | |
Expected term | 3 years | |
[1] | The weighted average expected volatility was 60.0%. |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Grant Date Fair Values of Awards Using Monte Carlo Simulation Valuation Model (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Weighted average expected volatility | 60.00% |
Earnings Per Share (Detail)
Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Numerator: | |||
Net loss attributable to stockholders | $ (190) | $ (688) | |
Net loss attributable to stockholders, net of earnings allocated to participating securities | $ (190) | $ (688) | |
Denominator: | |||
Weighted average shares outstanding – basic | 235 | 238 | |
Unvested restricted shares | 1 | ||
Weighted average shares outstanding – diluted | 236 | 238 | |
Loss per share - Basic | [1] | $ (0.81) | $ (2.89) |
Loss per share - Diluted | [1] | $ (0.81) | $ (2.89) |
[1] | Per share amounts are calculated based on unrounded numbers. |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating business segments | 2 |
Number of reportable segment | 1 |
Business Segment Information _2
Business Segment Information - Reconciliation of Revenues from Consolidated Hotels to Condensed Combined Consolidated Amounts and Net Loss to Hotel Adjusted EBITDA (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated Amounts [Line Items] | ||
Total revenues | $ 165 | $ 599 |
Net loss | (191) | (689) |
Depreciation and amortization expense | 74 | 75 |
Corporate general and administrative expense | 18 | 14 |
Impairment loss and casualty gain, net | 694 | |
Other operating expenses | 7 | 21 |
Gain on sales of assets, net | (62) | |
Interest income | (1) | |
Interest expense | 63 | 40 |
Equity in losses from investments in affiliates | 4 | 1 |
Income tax expense | 1 | 10 |
Severance expense | 2 | |
Other items | (4) | 5 |
Hotel Adjusted EBITDA | (36) | 91 |
Total consolidated hotel revenue [Member] | ||
Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated Amounts [Line Items] | ||
Total revenues | 157 | 580 |
Other [Member] | ||
Reconciliation of Revenue and Adjusted EBITDA from Segments to Consolidated Amounts [Line Items] | ||
Total revenues | $ 8 | $ 19 |
Business Segment Information _3
Business Segment Information - Schedule of Total Assets by Consolidated Hotels, Reconciled To Total Assets (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | $ 10,434 | $ 10,587 |
Consolidated Hotels [Member] | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | 10,415 | 10,568 |
All Other [Member] | ||
Segment Reporting Asset Reconciling Item [Line Items] | ||
Total assets | $ 19 | $ 19 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | |
Feb. 28, 2021 | Mar. 31, 2021 | |
Other Commitments [Line Items] | ||
Purchase commitment, remaining minimum amount committed | $ 52 | |
Hilton Sydney [Member] | ||
Other Commitments [Line Items] | ||
Payment for claim | $ 11 | |
Spin-off Agreements [Member] | Hilton Sydney [Member] | ||
Other Commitments [Line Items] | ||
Reserve for ongoing claims | $ 8 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2021 | Mar. 31, 2020 | Apr. 29, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||||
Gross proceeds on sale of hotel portfolio property | $ 208,000,000 | ||||
Maximum number of shares of common stock available to issue under the plan | 6,000,000,000 | 6,000,000,000 | |||
Amendment and Restatement of 2017 Director Plan [Member] | Maximum [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Maximum number of shares of common stock available to issue under the plan | 950,000 | 450,000 | |||
W New Orleans [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Gross proceeds on sale of hotel portfolio property | $ 24,000,000 | ||||
Gross proceeds from sale of rooms per key | $ 249,000 |