UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number 001-37795 Park Hotels & Resorts Inc. (Exact name of Registrant as specified in its Charter) Delaware 36-2058176 (State or other j ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37795 Park Hotels & Resorts Inc. (Exact name of registrant as specified in its charter) (State or Other jurisdiction of inco ...

[PART I. FINANCIAL INFORMATION](index=2&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=2&type=section&id=Item%201.%20Financial%20Statements) Q2 2019 unaudited financial statements reflect decreased revenues and net income, slight asset growth, and new lease accounting standard adoption [Condensed Consolidated Balance Sheets](index=2&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$9.431 billion** as of June 30, 2019, influenced by new lease accounting standards, with liabilities rising and equity slightly decreasing Condensed Consolidated Balance Sheet Highlights (in millions) | Account | June 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Total Assets** | **$9,431** | **$9,363** | | Property and equipment, net | $7,764 | $7,975 | | Cash and cash equivalents | $310 | $410 | | Operating lease right-of-use assets | $207 | $— | | **Total Liabilities** | **$3,855** | **$3,777** | | Debt | $2,949 | $2,948 | | Operating lease liabilities | $200 | $— | | **Total Equity** | **$5,576** | **$5,586** | [Condensed Consolidated Statements of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) Q2 2019 total revenues decreased to **$703 million**, with net income attributable to stockholders significantly lower at **$82 million** due to asset sales Financial Performance Summary (in millions, except per share data) | Metric | Q2 2019 | Q2 2018 | YTD 2019 | YTD 2018 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $703 | $731 | $1,362 | $1,399 | | Operating Income | $111 | $149 | $240 | $323 | | Net Income Attributable to Stockholders | $82 | $216 | $178 | $366 | | Diluted EPS | $0.40 | $1.07 | $0.88 | $1.77 | [Condensed Consolidated Statements of Cash Flows](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) H1 2019 saw net cash from operating activities increase to **$244 million**, while investing and financing activities both decreased Cash Flow Summary for Six Months Ended June 30 (in millions) | Activity | 2019 | 2018 | | :--- | :--- | :--- | | Net cash provided by operating activities | $244 | $148 | | Net cash provided by investing activities | $111 | $467 | | Net cash used in financing activities | ($300) | ($555) | | **Net increase in cash** | **$55** | **$59** | [Notes to Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the Chesapeake merger, **$235 million** hotel sales, new lease accounting standard adoption, and **$2.95 billion** total debt as of June 30, 2019 - The company entered into a definitive merger agreement with Chesapeake Lodging Trust on May 5, 2019, where Chesapeake common shares will convert into **$11.00 in cash** and **0.628** of a share of Park Hotels & Resorts common stock[25](index=25&type=chunk) - During the first six months of 2019, the company sold five consolidated hotels for total gross proceeds of **$235 million**, recognizing a net gain of **$19 million**[33](index=33&type=chunk) - The company adopted the new lease accounting standard ASU 2016-02 on January 1, 2019, recognizing an operating lease right-of-use asset and a corresponding liability of **$213 million**[30](index=30&type=chunk)[31](index=31&type=chunk) Debt Summary as of June 30, 2019 (in millions) | Debt Instrument | Principal Balance | | :--- | :--- | | SF CMBS Loan | $725 | | HHV CMBS Loan | $1,275 | | Mortgage loans | $207 | | Term loan | $750 | | **Total Principal** | **$2,958** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the hotel portfolio, Q2 2019 RevPAR growth, revenue decline from dispositions, the pending Chesapeake merger, and strong liquidity - The company's portfolio consists of **48 premium-branded hotels** with over **29,000 rooms**, primarily luxury and upper upscale, located in the U.S[73](index=73&type=chunk) - The pending merger with Chesapeake Lodging Trust is expected to close in mid-to-late September 2019, subject to Chesapeake shareholder approval[78](index=78&type=chunk) Comparable Hotel Performance (2019 vs 2018) | Period | RevPAR Growth | Primary Drivers | | :--- | :--- | :--- | | **Q2 2019** | 0.8% | Increases in transient (1.1%) and contract (11.4%) revenues | | **YTD 2019** | 2.5% | Increases in group (4.0%), contract (13.8%), and transient (0.4%) revenues | Reconciliation of Net Income to Adjusted FFO (in millions) | Metric | Q2 2019 | Q2 2018 | YTD 2019 | YTD 2018 | | :--- | :--- | :--- | :--- | :--- | | Net income attributable to stockholders | $82 | $216 | $178 | $366 | | Nareit FFO attributable to stockholders | $156 | $171 | $286 | $307 | | Adjusted FFO attributable to stockholders | $164 | $187 | $300 | $324 | [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposure is from interest rate changes, potentially mitigated by hedging, but unhedged risks persist - The company's main market risk exposure is from interest rate changes[143](index=143&type=chunk) - To reduce cash flow volatility from interest rate changes, the company may enter into financial hedging arrangements[143](index=143&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2019, with no material changes to internal control over financial reporting - As of June 30, 2019, the company's disclosure controls and procedures were deemed effective by the CEO and CFO[144](index=144&type=chunk) - No material changes were made to the internal control over financial reporting during the second quarter of 2019[145](index=145&type=chunk) [PART II. OTHER INFORMATION](index=29&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company faces ordinary course legal claims and two shareholder class action lawsuits challenging merger disclosures, which it deems meritless - Two shareholder class action lawsuits were filed challenging the disclosures in the Form S-4 Registration Statement for the proposed merger with Chesapeake Lodging Trust[149](index=149&type=chunk) - The company believes the claims in the merger-related lawsuits are without merit and plans to defend against them vigorously[149](index=149&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) New risk factors relate to the Chesapeake merger, including fixed exchange ratio, integration challenges, increased **$4 billion** indebtedness, and potential dividend changes - The merger's exchange ratio is fixed (**0.628 shares** of PK stock plus **$11.00 cash** per Chesapeake share) and will not be adjusted for changes in the market price of either company's stock[151](index=151&type=chunk)[152](index=152&type=chunk) - The company faces risks of being unable to successfully integrate Chesapeake's operations, which could prevent the realization of anticipated cost savings and synergies[162](index=162&type=chunk) - Upon completion of the merger, the company's total pro forma consolidated indebtedness is expected to increase from approximately **$3 billion** to **$4 billion**[165](index=165&type=chunk) - There is a risk that the company may not continue to pay dividends at or above the current rate post-merger due to changes in cash requirements, financial position, or board discretion[173](index=173&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During H1 2019, **86,023 shares** were repurchased from employees for tax obligations, not under the formal stock repurchase program - A total of **86,023 shares** were purchased from employees to satisfy tax obligations on vested restricted stock; these were not part of the formal stock repurchase program[181](index=181&type=chunk) - No shares of common stock were repurchased under the company's publicly announced stock repurchase program during the period[181](index=181&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) Exhibits filed with Form 10-Q include the Chesapeake Merger Agreement, corporate governance documents, financing commitment, and officer certifications

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37795 Park Hotels & Resorts Inc. (Exact name of registrant as specified in its charter) (State or Other jurisdiction of incorpor ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number 001-37795 Park Hotels & Resorts Inc. (Exact name of Registrant as specified in its Charter) | Delaware | 36-2058176 | | --- | --- ...