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Hyatt Hotels Corp

Hyatt Hotels CorpHEarnings & Financial Report

NYSE · hospitality industry

Hyatt Hotels Corporation, commonly known as Hyatt Hotels & Resorts, is an American multinational hospitality company headquartered in the Riverside Plaza area of Chicago that manages and franchises luxury and business hotels, resorts, and vacation properties. Hyatt Hotels & Resorts is one of the businesses managed by the Pritzker family. Hyatt has more than 1350 hotels and all-inclusive properties in 69 countries, across North America, South America, Europe, Asia, Africa and Australia.

What changed in Hyatt Hotels Corp's 10-K — 2022 vs 2023

Top changes in Hyatt Hotels Corp's 2023 10-K

587 paragraphs added · 583 removed · 479 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

111 edited+27 added−34 removed96 unchanged
Our Purpose, Vision, Mission, and Values Our Purpose We care for people so they can be their best. Our Vision A world of understanding and care. Our Mission We deliver distinctive experiences for our guests. Our Values Empathy, integrity, respect, inclusion, experimentation, and wellbeing.
Our Purpose, Vision, Mission, and Values Our Purpose We care for people so they can be their best. Our Vision A world of understanding and care. Our Mission We deliver distinctive experiences for our guests. Our Values Empathy, experimentation, inclusion, integrity, respect, and wellbeing.
Upon the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker), such 25% limitation may, with respect to each such 12 month period, be increased to a higher percentage or waived entirely.
Upon the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker), such 25% limitation may, with respect to each such 12 month period, be increased to a higher percentage or waived entirely.
Sales of our common stock, including Class A common stock and Class B common stock, between and among Pritzkers is permitted without regard to the sale restrictions described above and such sales are not counted against the 25% sale limitation.
Sales of our common stock, including Class A common stock and Class B common stock, between and among Pritzkers is permitted without regard to the sale restrictions described above and such sales are not counted against the 25% sale limitation.
In addition to our management fees, we charge owners for certain services provided by us on a centralized or regional basis, including, without limitation, reservation functions, certain sales functions, digital and technology, digital media, national advertising, certain marketing and promotional services, human resource services, insurance programs, and other corporate services.
In addition to our management and hotel services fees, we charge owners for certain services provided by us on a centralized or regional basis, including, without limitation, reservation functions, certain sales functions, digital and technology, digital media, national advertising, certain marketing and promotional services, human resource services, insurance programs, and other corporate services.
Hotels owned by hospitality ventures, hotels managed by the Company, and certain franchises are permitted to participate in our insurance programs by mutual agreement with our hospitality venture partners or third-party hotel owners and franchisees. The majority of hotels owned by hospitality ventures and managed hotels owned by third parties participate in our insurance programs.
Hotels owned by hospitality ventures, hotels managed by the Company, and certain franchises are permitted to participate in our insurance programs by mutual agreement with our hospitality venture partners or third-party owners and franchisees. The majority of hotels owned by hospitality ventures and managed hotels owned by third parties participate in our insurance programs.
We compete for franchise agreements primarily based on brand name recognition and reputation; the room rate that can be realized; total revenues we can deliver to the properties; and the cost associated with our system-wide services.
We compete for franchise agreements primarily based on brand name recognition and reputation; the room rate that can be realized; total revenues we can deliver to the properties; and the cost associated with system-wide services.
Hyatt Residence Club Hyatt Residence Club is Hyatt's vacation ownership brand providing members opportunities in regionally inspired and designed residential-style properties. Hyatt vacation owners pre-purchase at Hyatt Residence Club and Hyatt Vacation Club properties and have the flexibility of usage, exchange, and rental.
Hyatt Vacation Club Hyatt Vacation Club is Hyatt's vacation ownership brand, providing members opportunities in regionally inspired and designed residential-style properties. Hyatt vacation owners pre-purchase at Hyatt Vacation Club properties and have the flexibility of usage, exchange, and rental.
We believe our balance sheet strength positions us to take advantage of strategic opportunities to expand our presence and continue to grow our business over time. • Diverse Exposure to Hotel Management, Franchising, and Ownership.
We believe our balance sheet strength positions us to take advantage of strategic opportunities to expand our presence and continue to grow our business over time. • Diverse Exposure to Management and Hotel Services, Franchising, and Ownership.
Our existing global presence is widely distributed, our hotels operate in some of the most populous urban centers and highly desirable resort destinations around the globe, and we believe our existing hotels, located in key markets, provide us with a strong platform from which to selectively pursue new growth opportunities in markets where our brands are less prevalent. • Deep Culture and Experienced Management Teams.
Our existing global presence is widely distributed, our hotels operate in some of the most populous urban centers and highly desirable resort destinations around the globe, and we believe our existing hotels, located in key markets, provide us with a strong platform from which to intently pursue new growth opportunities in markets where our brands are less prevalent. • Deep Culture and Experienced Management Teams.
Global Property & Guest Services We have a proprietary central reservation system that provides a comprehensive view of inventory, while allowing for local management of rates based on demand.
Global Property and Guest Services We have a proprietary central reservation system that provides a comprehensive view of inventory, while allowing for local management of rates based on demand.
Breathless Resorts & Spas Breathless Resorts & Spas are adults-only, all-inclusive properties for guests seeking a luxurious beachfront experience in a social setting. These resorts offer modern accommodations, world-class spas, meetings and event spaces, and high-end dining and drink options with elevated levels of service. Entertainment lineups feature themed events, pool parties, live music, and cultural and art experiences.
Breathless Resorts & Spas Breathless Resorts & Spas are adult-only, all-inclusive properties for guests seeking a luxurious beachfront experience in a social setting. These resorts offer modern accommodations, world-class spas, meetings and event spaces, and high-end dining and drink options with elevated levels of service. Entertainment lineups feature themed events, pool parties, live music, and cultural and art experiences.
Located in many of the world's premier destinations, each Park Hyatt hotel is custom designed to combine sophistication with understated luxury. Each property features well-appointed guestrooms, world-renowned artwork and design, and rare and immersive culinary experiences led by award-winning chefs, creating deeply enriching dining occasions for guests.
Located in several of the world's premier destinations, each Park Hyatt hotel is custom designed to combine sophistication with understated luxury. Each property features well-appointed guestrooms, world-renowned artwork and design, and rare and immersive culinary experiences led by award-winning chefs, creating deeply enriching dining occasions for guests.
We also manage, provide services to, or license our trademarks with respect to residential units often adjacent to a Hyatt-branded full-service hotel. We consult with third parties in the design and development of such mixed-use projects. We license certain of our trademarks with respect to vacation ownership units, which are part of Hyatt Residence Club.
We also manage, provide services to, or license our trademarks with respect to residential units often adjacent to a Hyatt-branded full service hotel. We consult with third parties in the design and development of such mixed-use projects. We license certain of our trademarks with respect to vacation units, which are part of Hyatt Vacation Club.
Hyatt Vivid Hotels & Resorts Hyatt Vivid Hotels & Resorts are designed for the next generation traveler seeking engaging, adults-only, all-inclusive vacation experiences in a unique and down-to-earth atmosphere. The brand will offer crafted culinary experiences, wellness, and nutrition classes, as well as engaging activities and entertainment in a relaxed, casual setting.
Hyatt Vivid Hotels & Resorts Hyatt Vivid Hotels & Resorts are designed for the next generation traveler seeking engaging, adult-only, all-inclusive vacation experiences in a unique and down-to-earth atmosphere. The brand will offer crafted culinary experiences, wellness, and nutrition classes, as well as engaging activities and entertainment in a relaxed, casual setting.
ALG operates call center services in the United States and collaborates with third-party call centers in the United States, Latin America, the Caribbean, and Asia to serve ALG resorts as well as ALG Vacations and Unlimited Vacation Club. ALG utilizes both proprietary and third-party booking engines and reservations are managed through a central reservations system.
ALG operates call center services in the United States and collaborates with third-party call centers in the United States, Latin America, the Caribbean, and Asia to serve all-inclusive resorts as well as ALG Vacations and Unlimited Vacation Club. ALG utilizes both proprietary and third-party booking engines, and reservations are managed through a central reservations system.
Hyatt Hyatt hotels are smaller-sized properties conveniently located in diverse business and leisure areas. These hotels help guests make the most of their stay, whether for an important business meeting or social gathering, to explore a new city, or to reconnect with family and friends.
Hyatt Hyatt hotels are smaller-sized properties conveniently located in diverse business and leisure areas. These hotels help guests make the most of their stay, whether to attend an important business meeting or social gathering, explore a new city, or reconnect with family and friends.
Outside of the United States, some management agreements have structures more dependent on hotel profitability measures, either through a single management fee structure where the entire fee is based on a profitability measure or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee.
Outside of the United States, some management and hotel services agreements have structures more dependent on hotel profitability measures, either through a single management fee structure where the entire fee is based on a profitability measure or because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee.
Hyatt Centric Hyatt Centric hotels are full service lifestyle hotels located in prime destinations. Created for curious travelers who want to be in the heart of the action, Hyatt Centric hotels are thoughtfully designed to enable exploration and discovery so they never miss a moment of adventure.
Hyatt Centric Hyatt Centric is a brand of full service lifestyle hotels located in prime destinations. Created for curious travelers who want to be in the heart of the action, Hyatt Centric hotels are thoughtfully designed to enable exploration and discovery so they never miss a moment of adventure.
A party to the agreement may not solicit others to initiate or be a named plaintiff in such litigation (i) unless two thirds of the independent directors (excluding for such purposes any Pritzker) of a board of directors having at least three independent directors (excluding for such purposes any Pritzker) do not vote in favor of the matter that is the subject of the litigation or (ii) in the case of affiliated transactions reviewed by our board of directors, unless at least one independent director (excluding for such purposes any Pritzker) did not approve the transaction.
A party to the agreement may not solicit others to initiate or be a named plaintiff in such litigation (i) unless two thirds of the independent directors (excluding for such purposes any Pritzker) of a board of directors having at least three independent directors (excluding for such purposes any Pritzker) do not vote in favor of the matter that is the subject of the litigation or (ii) in the case 20 Table of Contents of affiliated transactions reviewed by our board of directors, unless at least one independent director (excluding for such purposes any Pritzker) did not approve the transaction.
Be it an open-mic night or a pop-up art installation, each space within Caption by Hyatt hotels is programmed to reflect each destination and its community. At the heart of each Caption by Hyatt hotel is Talk Shop, an all-day spot where guests can eat, drink, get some work done, hang with friends, or just relax.
Be it an open-mic night or a pop-up art 10 Table of Contents installation, each space within Caption by Hyatt hotels is programmed to reflect each destination and its community. At the heart of each Caption by Hyatt hotel is Talk Shop, an all-day spot where guests can eat, drink, get some work done, hang with friends, or just relax.
We compete for guests based primarily on brand name recognition and reputation, location, customer satisfaction, room rates, quality of service, health and cleanliness standards, amenities, quality of accommodations, security, and the ability to earn and redeem loyalty program points.
We compete for guests based primarily on brand name recognition and reputation, location, customer satisfaction, room rates, quality of service, health and cleanliness standards, amenities, quality of accommodations, security, and the benefits of the loyalty program including the ability to earn and redeem loyalty program points.
Terms and Renewals The approximate average remaining term of our hotel management agreements with third-party owners and unconsolidated hospitality ventures (other than for properties currently under development) is 15 years for full service hotels in all regions, 14 years for select service hotels in all regions, and 11 years for all-inclusive resorts in all regions, in each case assuming no renewal options are exercised by either party.
Terms and Renewals The approximate average remaining term of our management and hotel services agreements with third-party owners and unconsolidated hospitality ventures (other than for properties currently under development) is 15 years for full service hotels in all regions, 13 years for select service hotels in all regions, and 11 years for all-inclusive resorts in all regions, in each case assuming no renewal options are exercised by either party.
See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics Evaluated by Management—Adjusted Earnings Before Interest Expense, Taxes, Depreciation, and Amortization ("Adjusted EBITDA") and EBITDA" for our definition of Adjusted EBITDA, why we present it, and for a reconciliation of our net income (loss) attributable to Hyatt Hotels Corporation to consolidated Adjusted EBITDA for the periods presented.
S ee Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics Evaluated by Management—Adjusted Earnings Before Interest Expense, Taxes, Depreciation, and Amortization ("Adjusted EBITDA") and EBITDA" for our definition of Adjusted EBITDA, why we present it, and for a reconciliation of our net income (loss) attributable to Hyatt Hotels Corporation to consolidated Adjusted EBITDA for the periods presented.
Within the Unlimited Vacation Club organization there are also call center services that support the membership program and its members, including back-office functions, some of which are provided by a third party. Some of the rooms at hotels and resorts we manage or franchise are booked through internet travel intermediaries, partners, or online travel service providers.
Within the Unlimited Vacation Club organization there are also call center services that support the paid membership program and its members, including back-office functions, some of which are provided by a third party. Some of the rooms at hotels and resorts we manage, franchise, or provide services to are booked through internet travel intermediaries, partners, or online travel service providers.
While we continue to provide full reservation services via telephone through these global care centers, we have made significant investments in internet booking capabilities and launched an online chat communication function on Hyatt.com and mobile platforms. Additionally, we continue to enhance the services and capabilities of our global care centers to better align with evolving technology and guest preference.
While we continue to provide full reservation services via telephone through these global care centers, we have made significant investments in internet booking capabilities as well as an online chat communication function on Hyatt.com and mobile platforms. Additionally, we continue to enhance the services and capabilities of our global care centers to better align with evolving technology and guest preference.
Property insurance also includes business interruption coverage, but does not provide coverage for certain losses, including pandemics and/or epidemics. Our workers compensation insurance provides coverage for employee injuries in the course and scope of employment.
Property insurance also includes business interruption coverage, but does not provide coverage for certain losses, including pandemics and/or epidemics. Our workers' compensation insurance provides coverage for employee injuries in the course and scope of employment.
Competition exists for hotel, resort, and condominium guests; vacation membership customers; management and franchise agreements; sales of vacation and branded residential properties; and online travel customers, including leisure and business travelers as well as travel agencies and tour operators.
Competition exists for hotel and resort guests; vacation membership customers; management and hotel services agreements and franchise agreements; sales of vacation and branded residential properties; and online travel customers, including leisure and business travelers as well as travel agencies and tour operators.
The following descriptions of these agreements do not purport to be complete and are subject to, and qualified in their entirety by, the Amended and Restated Global Hyatt Agreement, Amended and Restated Foreign Global Hyatt Agreement, and 2007 Stockholders' Agreement, copies of which have been filed with the Securities and Exchange Commission ("SEC") and are incorporated by reference herein.
The following descriptions of these agreements do not purport to be complete and are subject to, and qualified in their entirety by, the Amended and Restated Global Hyatt Agreement, Amended and Restated Foreign Global 19 Table of Contents Hyatt Agreement, and 2007 Stockholders' Agreement, copies of which have been filed with the Securities and Exchange Commission ("SEC") and are incorporated by reference herein.
Including exercise of extension options in Hyatt's sole discretion, the approximate average remaining term of our hotel management agreements (other than for properties currently under development) is 18 years for full service hotels in all regions, 25 years for select service hotels in all regions, and 11 years for all-inclusive resorts in all regions.
Including exercise of extension options in Hyatt's sole discretion, the approximate average remaining term of our management and hotel services agreements (other than for properties currently under development) is 18 years for full service hotels in all regions, 22 years for select service hotels in all regions, and 11 years for all-inclusive resorts in all regions.
The weighted-average term of an Unlimited Vacation Club membership, including upgrades, is approximately 31 years, assuming no renewal options are exercised, and fees are paid either upfront or collected over a contractual financing period of approximately four years. Membership agreements may generally be terminated without penalty within five days of signing, with limited termination rights thereafter.
The weighted-average term of an Unlimited Vacation Club membership, including upgrades, is approximately 31 years, assuming no renewal options are exercised, and fees are paid either upfront or collected over a contractual financing period of approximately 4 years. Membership agreements may generally be terminated without penalty within 5 days of signing, with limited termination rights thereafter.
We maintain insurance coverage for hotels owned and leased by the Company under our insurance programs for liability, property, workers compensation, and other risks with respect to our business.
We maintain insurance coverage for hotels owned and leased by the Company under our insurance programs for liability, property, workers' compensation, and other risks with respect to our business.
We also maintain a Global Diversity, Equity & Inclusion Council, chaired by our CEO, to shape and drive our diversity and inclusion strategy, and we sponsor eight colleague-led Diversity Business Resource Groups with chapters around the globe to provide career development programs and support workforce diversity. Hyatt colleagues are eager to learn, participate, and impact this space.
We also maintain a Global Diversity, Equity & Inclusion Council, chaired by our Chief Executive Officer, to shape and drive our diversity and inclusion strategy, and we sponsor eight colleague-led Diversity Business Resource Groups with chapters around the globe to provide career development programs and support workforce diversity. Hyatt colleagues are eager to learn, participate, and impact this space.
The Goldman Sachs Funds and Madrone no longer hold any shares of common stock subject to the 2007 Stockholders' Agreement as a result of sales into the public market subject to applicable securities laws. At January 31, 2023, the additional investor party to the 2007 Stockholders' Agreement held 2,270,395 shares of Class B common stock.
Madrone and the funds affiliated with Goldman Sachs no longer hold any shares of common stock subject to the 2007 Stockholders' Agreement as a result of sales into the public market subject to applicable securities laws. At January 31, 2024, the additional investor party to the 2007 Stockholders' Agreement held 2,270,395 shares of Class B common stock.
Our hospitality venture agreements and management agreements require hotels owned by hospitality ventures and managed hotels owned by third parties that do not participate in our insurance programs to be insured at coverage levels generally consistent with the coverage levels under our insurance programs, including liability, property, business interruption, workers compensation, and other insurance.
Our hospitality venture agreements and management and hotel services agreements require hotels owned by hospitality ventures and managed hotels owned by third parties that do not participate in our insurance programs to be insured at coverage levels generally consistent with the coverage levels under our insurance programs, including liability, property, business interruption, workers' compensation, and other insurance.
Our offering includes brands in the Timeless Collection, including Park Hyatt, Grand Hyatt, Hyatt Regency, Hyatt, Hyatt Residence Club, Hyatt Place, Hyatt House, and UrCove; the Boundless Collection, including Miraval, Alila, Andaz, Thompson Hotels, Hyatt Centric, and Caption by Hyatt; the Independent Collection , including The Unbound Collection by Hyatt, Destination by Hyatt, and JdV by Hyatt; and the Inclusive Collection, including Hyatt Ziva, Hyatt Zilara, Zoëtry Wellness & Spa Resorts, Secrets Resorts & Spas, Breathless Resorts & Spas, Dreams Resorts & Spas, Hyatt Vivid Hotels & Resorts, Alua Hotels & Resorts, and Sunscape Resorts & Spas.
Our offering includes brands in the Timeless Collection, including Park Hyatt, Grand Hyatt, Hyatt Regency, Hyatt, Hyatt Vacation Club, Hyatt Place, Hyatt House, Hyatt Studios, and UrCove; the Boundless Collection, including Miraval, Alila, Andaz, Thompson Hotels, Dream Hotels, Hyatt Centric, and Caption by Hyatt; the Independent Collection , including The Unbound Collection by Hyatt, Destination by Hyatt, and JdV by Hyatt; and the Inclusive Collection, including Impression by Secrets, Hyatt Ziva, Hyatt Zilara, Zoëtry Wellness & Spa Resorts, Secrets Resorts & Spas, Breathless Resorts & Spas, Dreams Resorts & Spas, Hyatt Vivid Hotels & Resorts, Alua Hotels & Resorts, and Sunscape Resorts & Spas.
We also engage third-party intermediaries who collect fees by charging our hotels and resorts a commission on room revenues, including travel agencies, travel distribution providers, and meeting and event management companies. World of Hyatt Loyalty Program Inspired by our purpose, the World of Hyatt loyalty program aims to build community and engagement with high-end travelers.
We also engage third-party intermediaries who collect fees by 15 Table of Contents charging our hotels and resorts a commission on room revenues, including travel agencies, travel distribution providers, and meeting and event management companies. World of Hyatt Loyalty Program Inspired by our purpose, the award-winning World of Hyatt loyalty program aims to build community and engagement with high-end travelers.
We use these channels as well as social media channels (e.g., the Hyatt Facebook account (facebook.com/hyatt); the Hyatt Instagram account (instagram.com/hyatt); the Hyatt Twitter account (twitter.com/hyatt); the Hyatt LinkedIn account (linkedin.com/company/hyatt); and the Hyatt YouTube account (youtube.com/user/hyatt)) as a means of disclosing information about our business to our guests, customers, colleagues, investors, and the public.
We use these channels as well as social media channels (e.g., the Hyatt Facebook account (facebook.com/hyatt); the Hyatt Instagram account (instagram.com/hyatt); the Hyatt X account (twitter.com/hyatt); the Hyatt LinkedIn account (linkedin.com/company/hyatt); and 23 Table of Contents the Hyatt YouTube account (youtube.com/user/hyatt)) as a means of disclosing information about our business to our guests, customers, colleagues, investors, and the public.
We also participate in an unconsolidated hospitality venture with a Chinese hospitality company that owns the UrCove select service brand, and the average remaining term of the management agreements pursuant to which the hospitality venture operates the UrCove hotels is approximately 10 years.
We also participate in an unconsolidated hospitality venture with a Chinese hospitality company that owns the UrCove select service brand, and the average remaining term of the management and hotel services agreements pursuant to which the hospitality venture operates the UrCove hotels is approximately 9 years.
Unlimited Vacation Club ALG's Unlimited Vacation Club is a paid membership program that provides its members with preferred rates and benefits exclusively at ALG resorts within Latin America and the Caribbean.
Unlimited Vacation Club The Unlimited Vacation Club is a paid membership program that provides its members with preferred rates and benefits primarily at ALG resorts within Latin America and the Caribbean.
Item 1. Business. Overview Hyatt Hotels Corporation is a global hospitality company with widely recognized, industry-leading brands and a tradition of innovation developed over our sixty-five year history. Hyatt's portfolio of properties consists of full service hotels and resorts, select service hotels, all-inclusive resorts, and other properties, including timeshare, fractional, and other forms of residential, vacation, and condominium units.
Item 1. Business. Overview Hyatt Hotels Corporation is a global hospitality company with widely recognized, industry-leading brands and a tradition of innovation developed over our more than 65-year history. Hyatt's portfolio of properties consists of full service hotels and resorts, select service hotels, all-inclusive resorts, and other properties, including timeshare, fractional, and other forms of residential and vacation units.
Other competitive factors for management and franchise agreements include relationships with property owners and investors, including institutional owners of multiple properties; marketing support; reservation and e-commerce system capacity and efficiency; and the ability to provide capital that may be necessary to obtain management and franchise agreements.
Other competitive factors for management and hotel services agreements and franchise 16 Table of Contents agreements include relationships with property owners and investors, including institutional owners of multiple properties; marketing support; reservation and e-commerce system capacity and efficiency; and the ability to provide capital that may be necessary to obtain management and hotel services agreements and franchise agreements.
All Pritzkers have agreed to cast and submit by proxy to us 19 Table of Conten t s their votes in a manner consistent with the foregoing voting agreement at least five business days prior to the scheduled date of any annual or special meeting of stockholders.
All Pritzkers have agreed to cast and submit by proxy to us their votes in a manner consistent with the foregoing voting agreement at least five business days prior to the scheduled date of any annual or special meeting of stockholders.
We have eleven global care centers that service our global guest, customer, and loyalty member base 24 hours per day, seven days per week and provide reservation and other services in over 25 languages.
We have 11 global care centers that service our global guest, customer, and loyalty member base 24 hours per day, 7 days per week and provide reservation and other services in over 25 languages.
For additional information, see Part I, Item 1A, "Risk Factors—Risks Related to Our Business—Because we operate in a highly competitive industry, our revenues, profits, or market share could be harmed if we are unable to compete effectively, and new distribution channels, alternatives to traditional hotels, and industry consolidation among our competitors may negatively impact our business." Seasonality The hospitality industry is typically seasonal in nature.
For additional information, see Part I, Item 1A, "Risk Factors—Risks Related to Our Business." Because we operate in a highly competitive industry, our revenues, profits, or market share could be harmed if we are unable to compete effectively, and new distribution channels, alternatives to traditional hotels, and industry consolidation among our competitors may negatively impact our business.
Gourmet dining options present a variety of worldly 11 Table of Conten t s cuisines, and themed bars serve top-shelf spirits. Meeting venues cater to business travelers, while private event spaces are perfect for social gatherings and wedding celebrations.
Gourmet dining options present a variety of worldly cuisines, and themed bars serve top-shelf spirits. Meeting venues cater to business travelers, while private event spaces are perfect for social gatherings and wedding celebrations.
Hotels in the UrCove brand, which is short for "your cove," blend comfort and convenience for the modern traveler through thoughtful service, spacious rooms, delicious food, and a relaxed yet refined ambiance. 9 Table of Conten t s Boundless Collection Miraval The Miraval brand is a global leader in wellness resorts and spas.
Hotels in the UrCove brand, which is short for "your cove," blend comfort and convenience for the modern traveler through thoughtful service, spacious rooms, delicious food, and a relaxed yet refined ambiance. Boundless Collection Miraval The Miraval brand is a global leader in wellness resorts and spas.
We compete for management agreements primarily based on the value and quality of our management services; our brand name recognition and reputation; the level of our management fees; the cost of payroll at managed properties where we are the employer; cost associated with system-wide services, including without limitation, sales, reservations, digital and technology, digital media, and marketing services (collectively, "system-wide services"); and the economic advantages to the property owner of retaining our management services and using our brand name.
We compete for management and hotel services agreements primarily based on the value and quality of our management and hotel services; our brand name recognition and reputation; the level of our management fees; the cost of payroll at managed properties where we are the employer; the cost associated with system-wide services, including without limitation, sales and revenue management, marketing, global property and guest services (including reservation and customer support), digital and technology, and digital media (collectively, "system-wide services"); and the economic advantages to the property owner of retaining our management services and using our brand name.
Employees At December 31, 2022, there were approximately 189,000 colleagues working at our corporate and regional offices and our managed, franchised, owned, and leased properties, and we directly employ approximately 50,000 of these colleagues. The remaining colleagues are employed by third-party owners and franchisees of our properties.
Employees At December 31, 2023, there were approximately 206,000 colleagues working at our corporate and regional offices and our managed, franchised, owned, and leased properties, and we directly employ approximately 51,000 of these colleagues. The remaining colleagues are employed by third-party owners and franchisees of our properties.
The resorts pay homage to the local cultures, nature, and art through indigenous spa treatments, sustainability practices, and distinguished art collections. Secrets Resorts & Spas Secrets Resorts & Spas offer adults-only, all-inclusive luxury focusing on romance in beachfront settings.
The resorts pay homage to the local cultures, nature, and art through indigenous spa treatments, sustainability practices, and distinguished art collections. 11 Table of Contents Secrets Resorts & Spas Secrets Resorts & Spas offer adult-only, all-inclusive luxury focusing on romance in beachfront settings.
We also maintain cyber-risk insurance for systems and data controlled by the Company. Cyber-risk insurance generally covers all Company-controlled systems and Company-controlled data in properties that the Company manages, franchises, licenses, owns, and leases, outright or through hospitality ventures.
Cyber-risk insurance generally covers all Company-controlled systems and Company-controlled data in properties that the Company manages, franchises, licenses, owns, and leases, outright or through hospitality ventures.
Standstill Under the 2007 Stockholders' Agreement, each stockholder party to the 2007 Stockholders' Agreement agreed that, subject to certain limited exceptions, so long as such stockholder owns shares of common stock, neither such stockholder nor any of its related persons will in any manner, directly or indirectly: 22 Table of Conten t s • effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate, or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (a) any acquisition of any of our or our subsidiaries' securities (or beneficial ownership thereof) (except through the proper exercise of preemptive rights granted under the 2007 Stockholders' Agreement), or rights or options to acquire any of our or our subsidiaries' securities (or beneficial ownership thereof), or any of our or our subsidiaries' or affiliates' assets, indebtedness, or businesses, (b) any tender or exchange offer, merger, or other business combination involving us or any of our subsidiaries or affiliates or any assets constituting a significant portion of our consolidated assets, (c) any recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction with respect to us or any of our subsidiaries or affiliates, or (d) any "solicitation" of "proxies" (as such terms are used in the proxy rules under the Exchange Act) or written consents with respect to any of our or our affiliates' voting securities.
At January 31, 2024, the stockholders party to the 2007 Stockholders' Agreement own in the aggregate 2,270,395 shares of Class B common stock or approximately 3.9% of our Class B common stock, approximately 2.2% of the total outstanding shares of our common stock and approximately 3.6% of the total voting power of our outstanding common stock. 22 Table of Contents Standstill Under the 2007 Stockholders' Agreement, each stockholder party to the 2007 Stockholders' Agreement agreed that, subject to certain limited exceptions, so long as such stockholder owns shares of common stock, neither such stockholder nor any of its related persons will in any manner, directly or indirectly: • effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate, or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (a) any acquisition of any of our or our subsidiaries' securities (or beneficial ownership thereof) (except through the proper exercise of preemptive rights granted under the 2007 Stockholders' Agreement), or rights or options to acquire any of our or our subsidiaries' securities (or beneficial ownership thereof), or any of our or our subsidiaries' or affiliates' assets, indebtedness, or businesses, (b) any tender or exchange offer, merger, or other business combination involving us or any of our subsidiaries or affiliates or any assets constituting a significant portion of our consolidated assets, (c) any recapitalization, restructuring, liquidation, dissolution, or other extraordinary transaction with respect to us or any of our subsidiaries or affiliates, or (d) any "solicitation" of "proxies" (as such terms are used in the proxy rules under the Exchange Act) or written consents with respect to any of our or our affiliates' voting securities.
Alila The Alila brand combines innovative design and luxury in unique locations, set apart by crafted artisanship, guest privacy, personalized hospitality, and bespoke journeys. Alila means "Surprise" in Sanskrit, which suitably describes the refreshing character of this brand.
Alila The Alila brand combines innovative design and luxury in unique locations, set apart by the level of private space, crafted artisanship, personalized hospitality, and bespoke journeys. Alila means "Surprise" in Sanskrit, which suitably describes the character of this brand.
These funds are applied to reimburse hotels for room nights when members redeem loyalty program points and pay for administrative expenses and marketing initiatives to support the loyalty program. At December 31, 2022, the loyalty program had approximately 36 million members, and during 2022, represented approximately 42% of total room nights system-wide, excluding properties in our Inclusive Collection .
These funds are applied to reimburse hotels for room nights when members redeem loyalty program points and pay for administrative expenses and marketing initiatives to support the loyalty program. At December 31, 2023, World of Hyatt had approximately 43.8 million members. During 2023, member stays represented approximately 43% of total system-wide room nights, excluding properties in our Inclusive Collection .
We believe our owned assets provide us the opportunity to unlock additional shareholder value through targeted dispositions that provide cash proceeds to pay down debt incurred from the ALG Acquisition, fund additional strategic investments, or provide incremental return of capital to stockholders.
We believe our owned assets provide us the opportunity to unlock additional shareholder value through targeted dispositions that provide cash proceeds to fund additional strategic investments or provide incremental return of capital to stockholders.
We have realized over $4.0 billion in gross proceeds from the disposition of owned assets since our original disposition commitment was made in 2017, including approximately $721 million realized under the asset-disposition commitment announced in August 2021, in which we committed to sell $2 billion of owned assets by the end of 2024.
We have realized over $4.0 billion of gross proceeds from the disposition of owned assets, net of acquisitions, since our original disposition commitment was made in 2017, including approximately $961 million of gross proceeds realized under the additional commitment announced in August 2021, in which we committed to sell $2.0 billion of owned assets by December 31, 2024.
Members earn points based on their spend at our properties and through our experience platform FIND; by transacting with our strategic loyalty alliances, including American Airlines, Lindblad Expeditions, MGM Resorts International, and Small Luxury Hotels of the World; or in connection with spend on the World of Hyatt co-branded consumer and business credit cards.
Members earn points based on their spend at our properties and through our experience platform; by transacting with our strategic loyalty alliances, including American Airlines; or in connection with spend on the World of Hyatt co-branded consumer and business credit cards.
These services may include, without limitation, centralized reservation functions, certain sales functions, digital and technology, digital media, national advertising, certain marketing and promotional services, as well as various revenue management services. 13 Table of Conten t s Terms and Renewals The standard term of our franchise agreements is typically 20 years, with one 10-year renewal option exercisable by the franchisee, assuming the franchisee has complied with franchise agreement requirements and standards.
These services may include, without limitation, centralized reservation functions, certain sales functions, digital and technology, digital media, national advertising, certain marketing and promotional services, as well as various revenue management services. Terms and Renewals The standard term of our franchise agreements is typically 20 years, assuming the franchisee has complied with franchise agreement requirements and standards.
Our hotel management agreements typically provide for a two-tiered fee structure that compensates us both for the revenue we generate for the property as well as for the profitability of hotel operations.
Management and Hotel Services Agreements We manage and provide hotel services to hotels worldwide pursuant to management and hotel services agreements. Our management and hotel services agreements typically provide for a two-tiered fee structure that compensates us both for the revenue we generate for the property as well as for the profitability of hotel operations.
Our franchise and license agreements require our franchisees and licensees to maintain liability, property, business interruption, workers compensation, and other insurance at our franchised or licensed properties. We are typically covered under insurance policies held by third-party property owners, franchisees, or licensees to the extent necessary and reasonable.
Our franchise and license agreements require our franchisees and licensees to maintain liability, property, business interruption, workers' compensation, and other insurance at our franchised or licensed properties. We are typically covered under insurance policies held by third-party owners, franchisees, or licensees to the extent necessary and reasonable. We also maintain cyber-risk insurance for systems and data controlled by the Company.
All Pritzkers have agreed to cast and submit by proxy to us their votes in a manner consistent with the foregoing voting agreement at least five business days prior to the scheduled date of any annual or special meeting of stockholders. 20 Table of Conten t s In addition, such parties have agreed that until the date upon which more than 75% of the Company's fully diluted shares of common stock is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses), all Pritzker family members and spouses (including U.S. and non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses and/or affiliates of any thereof) in a "beneficiary group" (including trusts only to the extent of the then current benefit of members of such beneficiary group) may sell up to 25% of their aggregate holdings of our common stock, measured as of November 4, 2009, the date of effectiveness of the registration statement on Form S-1 (File No. 333-161068) relating to our initial public offering of our Class A common stock, in each 12-month period following the date of effectiveness of such registration statement (without carry-overs), and shall not sell more than such amount during any such period.
In addition, such parties have agreed that until the date upon which more than 75% of the Company's fully diluted shares of common stock is owned by persons other than Pritzker family members and spouses (including any U.S. or non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses), all Pritzker family members and spouses (including U.S. and non-U.S. situs trusts for the current or future, direct or indirect, vested or contingent, benefit of any Pritzker family members and spouses and/or affiliates of any thereof) in a "beneficiary group" (including trusts only to the extent of the then current benefit of members of such beneficiary group) may sell up to 25% of their aggregate holdings of our common stock, measured as of November 4, 2009, the date of effectiveness of the registration statement on Form S-1 (File No. 333-161068) relating to our initial public offering of our Class A common stock, in each 12-month period following the date of effectiveness of such registration statement (without carry-overs), and shall not sell more than such amount during any such period.
Accordingly, we encourage investors, the media, and others interested in Hyatt to review the information that we share at the Hyatt Investor Relations website and on our social media channels.
Accordingly, we encourage investors, the media, and others interested in Hyatt to review the information that we share at the Investor Relations link located at the bottom of the page on hyatt.com and on our social media channels.
The Hyatt family is united by shared values, a single purpose, and a deep commitment to listening, understanding, and personalizing experiences for our guests and customers – all of which we believe differentiates us from the competition, increases loyalty, and drives business results. • Strong Capital Base and Disciplined Financial Approach.
The Hyatt family is united by shared values, a single purpose, and a deep commitment to listening, understanding, and personalizing experiences for our guests and customers—all of which we believe differentiates us from the competition, increases loyalty, and drives business results. Across our organization, we have a culture of learning and innovation.
The average early termination rate of memberships sold 15 Table of Conten t s since 2010 is less than 8%. As of December 31, 2022, the Unlimited Vacation Club program had over 131,000 members, and during 2022, represented approximately 11% of total room nights at ALG resort properties. Competition There is intense competition in all areas of the hospitality industry.
The average early termination rate of memberships sold since 2010 is less than 8%. At December 31, 2023, the Unlimited Vacation Club paid membership program had over 142,000 members, and during 2023, represented approximately 12% of total room nights at ALG resort properties. Competition There is intense competition in all areas of the hospitality industry.
As one of the largest sellers of vacation packages and charter flights in the U.S., ALG Vacations operates a number of leading brands in vacation and travel, including Apple Vacations, Funjet Vacations, Travel Impressions, Blue Sky Tours, CheapCaribbean.com, and BeachBound. ALG Vacations also markets and distributes certain products through affiliations with airline vacation brands Southwest Vacations and United Vacations.
As one of the largest sellers of vacation packages and charter flights in the United States ("U.S."), ALG Vacations operates a number of leading brands in vacation and travel, including Apple Vacations, Funjet Vacations, Travel Impressions, Blue Sky Tours, CheapCaribbean.com, and BeachBound.
The information on the Hyatt Investor Relations website 23 Table of Conten t s and the Company's social media channels is not incorporated by reference in, or otherwise to be regarded as part of, this annual report.
The information on the Hyatt Investor Relations website and our social media channels are not incorporated by reference in, or otherwise to be regarded as part of, this annual report.
Our efforts are focused on diversity, equity, and inclusion ('DE&I"), supplier and business partner diversity, community engagement and volunteerism, wellbeing, and human rights. 17 Table of Conten t s • Caring for Responsible Business : We embrace our responsibility to create fair, ethical, and transparent business practices, both within and beyond our company and Hyatt properties.
Our efforts are focused on diversity, equity, and inclusion ("DE&I"), colleague development, community engagement and volunteerism, wellbeing, and human rights. • Caring for Responsible Business : We embrace our responsibility to create fair, ethical, and transparent business practices, both within and beyond our company and Hyatt properties.
At December 31, 2022, our hotel portfolio consisted of 1,263 hotels and all-inclusive resorts (304,108 rooms). See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview" for a categorized breakdown of our portfolio.
At December 31, 2023, our hotel portfolio consisted of 1,335 full service hotels, select service hotels, and all-inclusive resorts (322,141 rooms). See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview" for a categorized breakdown of our portfolio.
Human Capital Resources and Corporate Responsibility Commitment Our purpose – to care for people so they can be their best – is at the heart of how we care for our guests, customers, and colleagues.
We believe our businesses are conducted in substantial compliance with applicable laws and regulations. Human Capital Resources and Corporate Responsibility Commitment Our purpose—to care for people so they can be their best—is at the heart of how we care for our guests, customers, and colleagues.
Through our 2030 environmental goals, we seek to drive change in our communities with a focus on climate change and water conservation, waste and circularity, responsible sourcing, and thriving destinations. • Caring for People : We believe in the power of kindness and empathy to drive equality, fairness, and wellbeing for our colleagues, guests, customers, owners, and communities.
Through our 2030 environmental goals, we seek to drive change in our communities with a focus on climate change and water conservation, waste and circularity, responsible sourcing, and thriving destinations. • Caring for People : We care for the wellbeing of our colleagues, guests, owners, and communities and are committed to advancing a culture of opportunity for all.
Business Segment, Revenues, and Geographical Information We manage our business within five reportable segments as described below: • Owned and leased hotels, which consists of our owned and leased full service and select service hotels and, for purposes of segment Adjusted EBITDA, our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA, based on our ownership percentage of each venture; • Americas management and franchising ("Americas"), which consists of our management and franchising of properties, including all-inclusive resorts under the Hyatt Ziva and Hyatt Zilara brand names, located in the United States, Canada, the Caribbean, Mexico, Central America, and South America, as well as our residential management operations; • ASPAC management and franchising ("ASPAC"), which consists of our management and franchising of properties located in Southeast Asia, Greater China, Australia, New Zealand, South Korea, Japan, and Micronesia; • EAME/SW Asia management and franchising ("EAME/SW Asia"), which consists of our management and franchising of properties located in Europe, Africa, the Middle East, India, Central Asia, and Nepal; and • Apple Leisure Group, which consists of distribution and destination management services offered through ALG Vacations; management and marketing of primarily all-inclusive ALG resorts in Mexico, the Caribbean, Central America, South America, and Europe; and the Unlimited Vacation Club paid membership program, which offers benefits exclusively at ALG resorts within Mexico, the Caribbean, and Central America.
Hotel listing is by invitation only through a selective process, including required site visits by a diverse community of trusted tastemakers. 12 Table of Contents Business Segment, Revenues, and Geographical Information We manage our business within five reportable segments as described below: • Owned and leased hotels consists of our owned and leased full service and select service hotels and, for purposes of segment Adjusted EBITDA, our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA, based on our ownership percentage of each venture; • Americas management and franchising ("Americas") consists of the provision of management, franchising, and hotel services to properties, including all-inclusive resorts under the Hyatt Ziva and Hyatt Zilara brand names, located in the United States, Canada, the Caribbean, Mexico, Central America, and South America; • ASPAC management and franchising ("ASPAC") consists of the provision of management, franchising, and hotel services to properties located in Greater China, East and Southeast Asia, the Indian subcontinent, and Oceania; • EAME management and franchising ("EAME") consists of the provision of management, franchising, and hotel services to properties located in Europe, Africa, the Middle East, and Central Asia; and • Apple Leisure Group consists of distribution and destination management services offered through ALG Vacations; management and hotel services provided to primarily all-inclusive ALG resorts in Mexico, the Caribbean, Central America, South America, and Europe; and the Unlimited Vacation Club paid membership program, which offers benefits primarily at ALG resorts within Mexico, the Caribbean, and Central America.
Changes in industry demand related to economic conditions, other factors such as those experienced with the COVID-19 pandemic, or in the supply of hotel rooms, or any combination thereof, can result in significant volatility in results for owners, managers, and franchisors of hotel properties. The costs of running a hotel tend to be more fixed than variable.
In the most recent cycle, the impact of the COVID-19 pandemic drove immediate decreases in demand. Changes in industry demand related to economic conditions, other factors such as those experienced with the COVID-19 pandemic, or in the supply of hotel rooms, or any combination thereof, can result in significant volatility in results for owners, managers, and franchisors of hotel properties.
At January 31, 2023, Pritzker family business interests own, directly or indirectly, 56,988,322 shares, or 53.6%, of our total outstanding common stock and control approximately 89.1% of our total voting power.
At January 31, 2024, Pritzker family business interests own, directly or indirectly, 56,779,550 shares, or 55.2%, of our total outstanding common stock and control approximately 89.4% of our total voting power.
At January 31, 2023, Pritzker family business interests own, directly or indirectly, 56,988,322 shares, or 53.6%, of our total outstanding common stock and control approximately 89.1% of our total voting power.
At January 31, 2024, Pritzker family business interests own, directly or indirectly, 56,779,550 shares, or 55.2%, of our total outstanding common stock and control approximately 89.4% of our total voting power.
Guests will experience personalized and unscripted service where they can become inspired by the spirit of the local community. Thompson Hotels Thompson Hotels have transformed conventional hospitality into dynamic cultural moments inspired by the surrounding streets since the brand's first hotel opened in downtown New York City more than 20 years ago.
Thompson Hotels Thompson Hotels have transformed conventional hospitality into dynamic cultural moments inspired by the surrounding streets since the brand's first hotel opened in downtown New York City more than 20 years ago.
The in-house sales colleagues are focused on local and regional business opportunities, as well as securing business generated from our key global and regional accounts. Our corporate sales organizations are focused on growing market share with key accounts, identifying new business opportunities, and maximizing our local customer base.
Our corporate sales organizations are focused on growing market share with key accounts, identifying new business opportunities, and maximizing our local customer base.
The global team is responsible for our largest and most significant accounts doing business globally. The regional teams are responsible for large accounts that typically do business within multiple hotels in one region. The global and regional sales teams coordinate efforts with the hotel sales teams.
Sales and Revenue Management, Marketing, and Global Property and Guest Services Sales and Revenue Management We deploy a global sales team as well as regional sales teams. The global team is responsible for our largest and most significant accounts doing business globally. The regional teams are responsible for large accounts that typically do business within multiple hotels in one region.
For the year ended December 31, 2022, revenues totaled $5.9 billion, net income attributable to Hyatt Hotels Corporation totaled $455 million, and Adjusted EBITDA totaled $908 million.
For the year ended December 31, 2023, revenues totaled $6.7 billion, net income attributable to Hyatt Hotels Corporation totaled $220 million, and Adjusted EBITDA totaled $1,029 million.
Because of this, in an environment of declining revenues, the rate of decline in earnings will be higher than the rate of decline in revenues.
The costs of running a hotel tend to be more fixed than variable. Because of this, in an environment of declining revenues, the rate of decline in earnings will be higher than the rate of decline in revenues.
Caption by Hyatt hotels combine the design and comfort of an upscale, lifestyle-forward hotel with the flexibility and efficiency of a select-service property. Independent Collection The Unbound Collection by Hyatt The Unbound Collection by Hyatt brand is a portfolio of upper-upscale and luxury properties ranging from historic urban gems to revitalizing retreats and modern marvels.
Caption by Hyatt hotels combine the design and comfort of an upscale, lifestyle-forward hotel with the flexibility and efficiency of a select service property. Independent Collection The Unbound Collection by Hyatt More than a compilation of independent, one-of-a-kind hotels, The Unbound Collection by Hyatt brand is a thoughtful curation of stories worth collecting, ranging from upper-upscale to luxury hotels.
However, additional operating costs and capital expenditures could be incurred if additional or more stringent requirements are enacted in the future. 18 Table of Conten t s Insurance Properties we manage, franchise, license, own, and lease outright or through hospitality ventures are insured under different insurance programs depending on whether the property participates in our insurance programs or in the insurance programs of the property owner, including hospitality ventures; franchisee; or licensee.
Insurance Properties we manage, franchise, license, own, and lease outright or through hospitality ventures are insured under different insurance programs depending on whether the property participates in our insurance programs or in the insurance programs of the property owner, including hospitality ventures; franchisee; or licensee.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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The identification of new areas of contamination, a change in the extent or known scope of contamination, a change in cleanup requirements, or the adoption of new requirements governing our operations could have a material adverse effect on our results or operations, financial condition, and business.
The identification of new areas of contamination, a change in the extent or known scope of contamination, a change in cleanup requirements, or the adoption of new requirements governing our operations could have a material adverse effect on our results of operations, financial condition, and business.
As a result, we could lose some or all of the capital we have invested in a property as well as the anticipated future revenues, profits, management fees, franchise fees, or license fees from the property; we could remain obligated for performance guarantees in favor of third-party property owners and franchisees or for their debt or other financial obligations; we could suffer an uninsured or underinsured property loss; or we may not have sufficient insurance to cover awards or damages resulting from our liabilities.
As a result, we could lose some or all of the capital we have invested in a property as well as the anticipated future revenues, profits, management fees, franchise fees, or license fees from the property; we could remain obligated for performance guarantees in favor of third-party owners and franchisees or for their debt or other financial obligations; we could suffer an uninsured or underinsured property loss; or we may not have sufficient insurance to cover awards or damages resulting from our liabilities.
For example, compliance with future corporate responsibility and other climate-related legislation and regulation, and our efforts to achieve science-based emissions reduction targets, could be difficult and costly. As a result, we may experience significant increased operating and compliance costs, and operating disruptions or limitations, which could adversely affect our results or operations, financial condition, and business.
For example, compliance with future corporate responsibility and other climate-related legislation and regulation, and our efforts to achieve science-based emissions reduction targets, could be difficult and costly. As a result, we may experience significant increased operating and compliance costs, and operating disruptions or limitations, which could adversely affect our results of operations, financial condition, and business.
In addition, if third-party property owners or franchisees breach the terms of our agreements with them, we may elect to exercise our termination rights, which would eliminate our revenues from these properties and cause us to incur expenses related to terminating these relationships. These risks become more pronounced during economic downturns.
In addition, if third-party owners or franchisees breach the terms of our agreements with them, we may elect to exercise our termination rights, which would eliminate our revenues from these properties and cause us to incur expenses related to terminating these relationships. These risks become more pronounced during economic downturns.
The residential, vacation, and condominium units which we manage, own, or to which we provide services or license our trademarks compete with other properties principally on the basis of location, quality of accommodations, price, financing terms, quality of service, terms of property use, opportunity to exchange for time at other vacation properties, as applicable, and brand name recognition and reputation.
The residential and vacation units which we manage, own, or to which we provide services or license our trademarks compete with other properties principally on the basis of location, quality of accommodations, price, financing terms, quality of service, terms of property use, opportunity to exchange for time at other vacation properties, as applicable, and brand name recognition and reputation.
Additionally, some courts have applied principles of agency law and related fiduciary standards to managers of third-party hotel properties like us, which means, among other things, that property owners may assert the right to terminate management agreements even where the agreements do not expressly provide for termination.
Additionally, some courts have applied principles of agency law and related fiduciary standards to managers of third-party hotel properties like us, which means, among other things, that property owners may assert the right to terminate management and hotel services agreements even where the agreements do not expressly provide for termination.
Any such security incidents may pose material cyber security risks, including risks of theft, unauthorized access, disclosure, loss, and fraudulent use of customer colleague, or Company data. We have previously detected and disclosed prior incidents involving cyber threat actors who have attacked our systems, as well as those operated by third-parties.
Any such security incidents may pose material cybersecurity risks, including risks of theft, unauthorized access, disclosure, loss, and fraudulent use of customer colleague, or Company data. We have previously detected and disclosed prior incidents involving cyber threat actors who have attacked our systems, as well as those operated by third-parties.
While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval. • Lock-up agreements entered into with stockholders party to our 2007 Stockholders' Agreement limit the ability of these stockholders to sell their shares to any person who would be required to file a Schedule 13D with the SEC disclosing an intent to acquire the shares other than for investment purposes and, in certain instances, to competitors of ours in the hospitality, lodging, or gaming industries. • Stockholders party to our 2007 Stockholders' Agreement have agreed, subject to certain limited exceptions, to "standstill" provisions that prevent the stockholders from acquiring additional shares of our common stock, making or participating in acquisition proposals for us, or soliciting proxies in connection with meetings of our stockholders, unless the stockholders are invited to do so by our board of directors. • Our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting. • Our directors may be removed only for cause, which prevents stockholders from being able to remove directors without cause other than those directors who are being elected at an annual meeting. • Our amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors.
While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval. • Lock-up agreements entered into with stockholders party to our 2007 Stockholders' Agreement limit the ability of these stockholders to sell their shares to any person who would be required to file a Schedule 13D with the SEC 47 Table of Contents disclosing an intent to acquire the shares other than for investment purposes and, in certain instances, to competitors of ours in the hospitality, lodging, or gaming industries. • Stockholders party to our 2007 Stockholders' Agreement have agreed, subject to certain limited exceptions, to "standstill" provisions that prevent the stockholders from acquiring additional shares of our common stock, making or participating in acquisition proposals for us, or soliciting proxies in connection with meetings of our stockholders, unless the stockholders are invited to do so by our board of directors. • Our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting. • Our directors may be removed only for cause, which prevents stockholders from being able to remove directors without cause other than those directors who are being elected at an annual meeting. • Our amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors.
If we, our hospitality ventures, or our third-party owners fail to comply with these laws and regulations, we could be exposed to claims for damages, financial penalties, reputational harm, incarceration of our colleagues, or restrictions on our operation or ownership of hotels and other properties, including the termination of our management, franchise, and ownership rights.
If we, our hospitality ventures, or our third-party owners and franchisees fail to comply with these laws and regulations, we could be exposed to claims for damages, financial penalties, reputational harm, incarceration of our colleagues, or restrictions on our operation or ownership of hotels and other properties, including the termination of our management, franchise, and ownership rights.
Collective bargaining agreements may also limit our ability to make timely staffing or labor changes in response to declining revenues. We and our third-party property owners and franchisees may also become subject to additional collective bargaining agreements in the future. Potential changes in the federal regulatory scheme could make it easier for unions to organize groups of our colleagues.
Collective bargaining agreements may also limit our ability to make timely staffing or labor changes in response to declining revenues. We and our third-party owners and franchisees may also become subject to additional collective bargaining agreements in the future. Potential changes in the federal regulatory scheme could make it easier for unions to organize groups of our colleagues.
If we become liable for losses related to loans we have provided or guaranteed to third parties, our profits could be reduced. At times, we make loans to our third-party hotel owners, franchisees or hospitality venture partners, and in other circumstances, we may provide senior secured financing or subordinated forms of financing to third-party owners or franchisees.
If we become liable for losses related to loans we have provided or guaranteed to third parties, our profits could be reduced. At times, we make loans to our third-party owners, franchisees, or hospitality venture partners, and in other circumstances, we may provide senior secured financing or subordinated forms of financing to third-party owners or franchisees.
Additionally, we could become the subject of future claims by third parties, including current or former third-party property owners or franchisees, guests who use our properties, our employees, our investors, or regulators. Any significant adverse judgments or settlements would reduce our profits and could limit our ability to operate our business.
Additionally, we could become the subject of future claims by third parties, including current or former third-party owners or franchisees, guests who use our properties, our employees, our investors, or regulators. Any significant adverse judgments or settlements would reduce our profits and could limit our ability to operate our business.
Labor regulation, including minimum wage legislation, could lead to higher wage and benefit costs, changes in work rules that raise operating expenses, legal costs, and limitations on our ability or the ability of our third-party property owners and franchisees to take cost saving measures during economic downturns.
Labor regulation, including minimum wage legislation, could lead to higher wage and benefit costs, changes in work rules that raise operating expenses, legal costs, and limitations on our ability or the ability of our third-party owners and franchisees to take cost saving measures during economic downturns.
We compete for management agreements based primarily on the value and quality of our management services, our brand name recognition and reputation, the level of our management fees, room rate expectations, the cost of our system-wide services, the terms of our management agreements, including compared to the terms our competitors offer, and the economic advantages to the property owner of retaining our management services and using our brand name.
We compete for management and hotel services agreements based primarily on the value and quality of our management and hotel services, our brand name recognition and reputation, the level of our management fees, room rate expectations, the cost of our system-wide services, the terms of our management and hotel services agreements, including compared to the terms our competitors offer, and the economic advantages to the property owner of retaining our management and hotel services and using our brand name.
In addition, our residential and condominium units compete with peer-to-peer inventory sources that allow travelers to book stays on websites that facilitate the short-term rental of homes and apartments from owners, such as Airbnb, Vrbo, and Vacasa, and residential projects affiliated with branded hospitality companies.
In addition, our residential units compete with peer-to-peer inventory sources that allow travelers to book stays on websites that facilitate the short-term rental of homes and apartments from owners, such as Airbnb, Vrbo, and Vacasa, and residential projects affiliated with branded hospitality companies.
Some of our management agreements provide early termination rights to owners of the hotels we manage upon the occurrence of a stated event, such as the sale of the hotel or our failure to meet a specified performance test, and some of our management agreements grant hotel owners the right to terminate the hotel management agreement and convert the hotel to a Hyatt franchise.
Some of our management and hotel services agreements provide early termination rights to owners of the hotels we manage upon the occurrence of a stated event, such as the sale of the hotel or our failure to meet a specified performance test, and some of our management and hotel services agreements grant hotel owners the right to terminate the agreement and convert the hotel to a Hyatt franchise.
Our collection and use of personal data are governed by privacy laws and regulations, and privacy law is an area that changes often and varies significantly by jurisdiction. Increasingly, there is potential for increased exposure to fines, penalties, and civil judgments as a result of new privacy regulations.
Our collection and use of personal data are governed by privacy laws and regulations, and privacy law is an area that changes often and varies significantly by jurisdiction. Increasingly, there is potential for increased exposure to fines, penalties, and civil judgments as a result of privacy regulations.
We may experience difficulty with integrating acquired businesses, properties, or other assets, including difficulties relating to: • coordinating sales, distribution, loyalty, membership, and marketing functions; • the failure to integrate and or interface internal systems, programs, and internal controls; • the application of different account policies, assumptions, or judgments with respect to operational or financial results; • effectively and efficiently integrating information technology and other systems; • issues not discovered as part of the transactional due diligence process and/or unanticipated liabilities or contingencies of acquired businesses, including with respect to commercial disputes or cyber incidents and information technology failures or other matters; and • preserving the important licensing, distribution, marketing, owner, customer, labor, and other relationships of the acquired assets.
We may experience difficulty with integrating acquired businesses, properties, or other assets, including difficulties relating to: • coordinating sales, distribution, loyalty, membership, and marketing functions; • the failure to integrate and or interface internal systems, programs, and internal controls; • the application of different accounting policies, assumptions, or judgments with respect to operational or financial results; • effectively and efficiently integrating information technology and other systems; • issues not discovered as part of the transactional due diligence process and/or unanticipated liabilities or contingencies of acquired businesses, including with respect to commercial disputes or cyber incidents and information technology failures or other matters; and • preserving the important licensing, distribution, marketing, owner, customer, labor, and other relationships of the acquired assets.
In the event of any such termination, we may need to enforce our right to damages or negotiate damages that may not equal expected profitability over the term of the agreement. We generally seek to resolve any disagreements with our third-party property owners or franchisees amicably.
In the event of any such termination, we may need to enforce our right to damages or negotiate damages that may not equal expected profitability over the term of the agreement. We generally seek to resolve any disagreements with our third-party owners or franchisees amicably.
As a result, we are subject to the risks of doing business outside the United States, including: • the costs of complying with laws, regulations, and policies, including taxation policies, of foreign governments relating to investments and operations; the costs or desirability of complying with local practices and customs; and the impact of various anti-corruption and other laws affecting the activities of U.S. companies abroad; • currency exchange rate fluctuations or currency restructurings; • evolving local data residency requirements that require data to be stored only in and, in some cases, also to be accessed only from within a certain jurisdiction; 30 Table of Conten t s • U.S. taxation of income earned abroad; • limitations on the redeployment of non-U.S. earnings; • import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements, including the imposition of tariffs or embargoes, export regulations, controls, and other trade restrictions; • political and economic instability; • health and safety protocols, including global care and cleanliness certifications, at our portfolio of properties; • the complexity of managing an organization doing business in many jurisdictions; • uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses; and • rapid changes in government, economic, and political policies; political or civil unrest; acts of war or terrorism; or the threat of international boycotts or U.S. anti-boycott legislation.
As a result, we are subject to the risks of doing business outside the United States, including: • the costs of complying with laws, regulations, and policies, including taxation policies, of foreign governments relating to investments and operations; the costs or desirability of complying with local practices and customs; and the impact of various anti-corruption and other laws affecting the activities of U.S. companies abroad; • currency exchange rate fluctuations or currency restructurings; • evolving local data residency requirements that require data to be stored only in and, in some cases, also to be accessed only from within a certain jurisdiction; • U.S. taxation of income earned abroad; • limitations on the redeployment of non-U.S. earnings; • import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements, including the imposition of tariffs or embargoes, export regulations, controls, and other trade restrictions; • political and economic instability; • health and safety protocols, including global care and cleanliness certifications, at our portfolio of properties; • the complexity of managing an organization doing business in many jurisdictions; • uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses; and • rapid changes in government, economic, and political policies; political or civil unrest; acts of war or terrorism; or the threat of international boycotts or U.S. anti-boycott legislation.
Adverse incidents at, or adverse publicity concerning, our businesses or our corporate responsibilities could harm our brands and reputation, as well as adversely affect our market share, business, financial condition, or results of operations. Our brands and our reputation are among our most important assets.
Adverse incidents at, or adverse publicity concerning, our hotels or businesses or our corporate responsibilities could harm our brands and reputation, as well as adversely affect our market share, business, financial condition, or results of operations. Our brands and our reputation are among our most important assets.
If our third-party property owners and franchisees, including our hospitality venture partners, are unable to repay or refinance loans secured by the mortgaged properties, our revenues, profits, and capital resources could be reduced and our business could be harmed.
If our third-party owners and franchisees, including our hospitality venture partners, are unable to repay or refinance loans secured by the mortgaged properties, our revenues, profits, and capital resources could be reduced and our business could be harmed.
We could suffer losses if third-party property owners or franchisees default on loans we provide. Additionally, we may provide financial guarantees to third-party lenders related to the timely repayment of all or a portion of the associated debt on certain properties.
We could suffer losses if third-party owners or franchisees default on loans we provide. Additionally, we may provide financial guarantees to third-party lenders related to the timely repayment of all or a portion of the associated debt on certain properties.
The effectiveness of our management, the value of our brands, and the rapport we maintain with our third-party property owners and franchisees impact renewals of existing agreements and are also important factors for existing or new third-party property owners or franchisees considering doing business with us.
The effectiveness of our management, the value of our brands, and the rapport we maintain with our third-party owners and franchisees impact renewals of existing agreements and are also important factors for existing or new third-party owners or franchisees considering doing business with us.
The terms of the indenture governing our Senior Notes, as defined in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Senior Notes," and those of our revolving credit facility subject us to the following: • a risk that cash flow from operations will be insufficient to meet required payments of principal and interest; • restrictive covenants, including covenants related to maintaining certain financial ratios; and • the risk that any additional increases in benchmark rates by the U.S.
The terms of the indenture governing our Senior Notes, as defined in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Senior Notes," and those of our revolving credit facility subject us to the following: • a risk that cash flows from operations will be insufficient to meet required payments of principal and interest; • restrictive covenants, including covenants related to maintaining certain financial ratios; and • the risk that any additional increases in benchmark rates by the U.S.
Additionally, our reputation could be harmed if we fail, or are perceived to fail, to comply with various regulatory requirements or if we fail to act responsibly or are perceived as not acting responsibly in a number of areas such as health, safety and security; data security; diversity and inclusion; group events with controversial groups or speakers; sustainability; responsible tourism; environmental stewardship; supply chain management; climate change; human rights; philanthropy and support for local communities; and corporate governance.
Additionally, our reputation could be harmed if we fail, or are perceived to fail, to comply with various regulatory requirements or if we fail to act responsibly or are perceived as not acting responsibly in a number of areas such as health, safety and security; data security; diversity and inclusion; group events with controversial groups or speakers; sustainability; responsible tourism; environmental stewardship; supply chain management; climate change; human rights; geopolitical crises; philanthropy and support for local communities; and corporate governance.
Other competitive factors for management and franchise agreements are relationships with property owners and investors, availability and affordability of financing, marketing support, loyalty programs, reservation and e-commerce system capacity and efficiency, distribution channels, limitations on the expansion of one or more of our brands in certain geographic areas due to restrictions previously agreed to in order to secure management and franchise opportunities, and the ability to provide capital that may be necessary to obtain management and franchise agreements.
Other competitive factors for management and hotel services agreements and franchise agreements are relationships with property owners and investors, availability and affordability of financing, marketing support, loyalty programs, reservation and e-commerce system capacity and efficiency, distribution channels, limitations on the expansion of one or more of our brands in certain geographic areas due to restrictions previously agreed to in order to secure management and franchise opportunities, and the ability to provide capital that may be necessary to obtain management and hotel services agreements and franchise agreements.
In addition to these competitors, we also compete against smaller hotel chains and independent and local hotel owners and operators. Increasingly, we also face competition from new channels of distribution in the travel industry.
In addition to these competitors, we also compete against smaller hotel chains and independent and local hotel owners and operators. We also face competition from new channels of distribution in the travel industry.
As a result, holders of our Class B common stock will control the election of directors and the ability of holders of our Class A common stock to elect director candidates will be limited. • Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, may be filled only by a majority of remaining directors then in office. • Actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent. • Special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors. • Advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our Company. 47 Table of Conten t s • Our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying, or preventing a change of control. • An affirmative vote of the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote is required to amend any provision of our certificate of incorporation or bylaws.
As a result, holders of our Class B common stock will control the election of directors and the ability of holders of our Class A common stock to elect director candidates will be limited. • Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, may be filled only by a majority of remaining directors then in office. • Actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent. • Special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors. • Advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our Company. • Our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying, or preventing a change of control. • An affirmative vote of the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote is required to amend any provision of our certificate of incorporation or bylaws.
These factors, and the reputational repercussions of these factors, can adversely affect, and from time to time have adversely affected, individual properties, particular regions, or our business as a whole.
These factors, and the reputational repercussions of these factors, can adversely affect, and from time to time have adversely affected, individual properties, particular regions, and our business as a whole.
In addition, a portion of our expenses associated with managing, franchising, licensing, owning, or leasing hotels as well as residential, vacation, and condominium units are fixed.
In addition, a portion of our expenses associated with managing, franchising, licensing, owning, or leasing hotels as well as residential and vacation units are fixed.
Regulations related to our Unlimited Vacation Club business varies by jurisdictions and future regulations or changes to existing regulations may affect the business and the growth prospects of the Unlimited Vacation Club membership program.
Regulations related to our Unlimited Vacation Club business varies by jurisdictions and future regulations or changes to existing regulations may affect the business and the growth prospects of the Unlimited Vacation Club paid membership program.
In addition, companies that own or lease a greater proportion of properties have at times experienced disproportionate volatility and price and volume fluctuations, and we expect this dynamic to continue. These broad market and industry factors may seriously harm the market price of our Class A common stock, regardless of our actual operating performance.
In addition, companies that own or lease a greater proportion of properties have at times experienced disproportionate volatility and price and volume fluctuations, and we expect this dynamic could continue. These broad market and industry factors may seriously harm the market price of our Class A common stock, regardless of our actual operating performance.
See also "—Voting agreements entered into with or among our major stockholders, including Pritzker family business interests, will result in a substantial number of our shares being voted consistent with the recommendation of our board of directors, and may limit your ability to influence the election of directors and other matters submitted to stockholders for approval." In addition, the difference in the voting rights between our Class A common stock and Class B common stock could diminish the value of the Class A common stock to the extent that investors or any potential future purchasers of our common stock ascribe value to the superior voting rights of the Class B common stock.
See also "—Voting agreements entered into with or among our major stockholders, including Pritzker family business interests, will result in a substantial number of our shares being voted consistent with the recommendation of our board of directors, and may limit your ability to influence the election of directors and other matters submitted to stockholders for approval." 48 Table of Contents In addition, the difference in the voting rights between our Class A common stock and Class B common stock could diminish the value of the Class A common stock to the extent that investors or any potential future purchasers of our common stock ascribe value to the superior voting rights of the Class B common stock.
These factors include: • changes and volatility in general economic conditions, including as a result of rising interest rates, and the impact on consumer discretionary spending, including the severity and duration of any economic downturn in the U.S., Americas, Europe, Asia Pacific, or global economy and financial markets; • war, political conditions or uncertainty, civil unrest, protests, terrorist activities or threats, and heightened travel security measures instituted in response to these events; • global outbreaks of pandemics, epidemics, endemics, or contagious diseases, such as the COVID-19 pandemic, or fear of such outbreaks; • climate change and resource scarcity, such as water and energy scarcity; • natural or man-made disasters, weather and climate-related events, such as earthquakes, tsunamis, tornadoes, hurricanes, droughts, floods, wildfires, oil spills, and nuclear incidents; • changes in the desirability of particular locations or travel patterns of customers; • decreased corporate budgets and spending and cancellations, deferrals, or renegotiations of group business; • decreased demand for business-related travel for in-person meetings due to technological advancements in, and consumer acceptance and adaptation to, virtual meetings and conferences and/or changes in guest and consumer preferences; • global supply chain constraints and interruptions, rising costs of construction-related labor and materials, and increased costs due to inflation or other factors that may not be fully offset by increases in revenues in our business; • low consumer confidence, high levels of unemployment, and depressed housing prices; • the financial condition of the airline, automotive, and other transportation-related industries and its impact on travel; • decreased airline capacities and routes; • increasing awareness around sustainability, corporate responsibility, the impact of air travel on climate change and the impact of over-tourism; • travel-related accidents; • oil prices and travel costs; • statements, actions, or interventions by governmental officials related to travel and corporate travel-related activities and the resulting negative public perception of such travel and activities; • domestic and international political and geo-political conditions, including changes in trade policy; • changes in taxes and governmental regulations that influence or set wages, prices, interest rates, or construction and maintenance procedures and costs; • the costs and administrative burdens associated with compliance with applicable laws and regulations; • changes in operating costs, including, but not limited to, labor (including minimum wage increases), energy, food, workers' compensation, benefits, insurance, and unanticipated costs resulting from force majeure events; • significant increases in cost for healthcare coverage for employees and potential government regulation with respect to health coverage; 26 Table of Conten t s • the lack of availability, or increase in the cost, of capital for us or our existing and potential property owners; • the attractiveness of our properties and services to consumers and potential owners and competition from other hotels and alternative lodging marketplaces, including online accommodation search and/or reservation services, and hospitality-related businesses; • cyclical over-building in the hotel, all-inclusive, and vacation ownership industries; and • organized labor activities, which could cause a diversion of business from hotels involved in labor negotiations and loss of group business for our hotels generally as a result of certain labor tactics.
These factors include: • changes and volatility in general economic conditions, including as a result of rising interest rates, and the impact on consumer discretionary spending, including the severity and duration of any economic downturn in the U.S., Americas, Europe, Asia Pacific, or global economy and financial markets; • war, political conditions or uncertainty, civil unrest, protests, terrorist activities or threats, and heightened travel security measures instituted in response to these events; • global outbreaks of pandemics, epidemics, endemics, or contagious diseases, such as the COVID-19 pandemic, or fear of such outbreaks; • climate change and resource scarcity, such as water and energy scarcity; • natural or man-made disasters, weather and climate-related events, such as earthquakes, tsunamis, tornadoes, hurricanes, droughts, floods, wildfires, oil spills, and nuclear incidents; • changes in the desirability of particular locations or travel patterns of customers; • decreased corporate profits, which may negatively impact corporate budgets and spending allocated to group and individual business travel; • decreased demand for business-related travel for in-person meetings due to technological advancements in, and consumer acceptance and adaptation to, virtual meetings and conferences and/or changes in guest and consumer preferences; • global supply chain constraints and interruptions, rising costs of construction-related labor and materials, and increased costs due to inflation or other factors that may not be fully offset by increases in revenues in our business; • low consumer confidence, high levels of unemployment, and depressed housing prices; • the financial condition of the airline, automotive, and other transportation-related industries and its impact on travel; • decreased airline capacities and routes; • increasing awareness around sustainability, corporate responsibility, the impact of air travel on climate change and the impact of over-tourism; • travel-related accidents; • oil prices and travel costs; • statements, actions, or interventions by governmental officials related to travel and corporate travel-related activities and the resulting negative public perception of such travel and activities; • domestic and international political and geopolitical conditions, including changes in trade policy; • changes in taxes and governmental regulations that influence or set wages, prices, interest rates, or construction and maintenance procedures and costs; • the costs and administrative burdens associated with compliance with applicable laws and regulations; • changes in operating costs, including, but not limited to, labor (including minimum wage increases), energy, food, workers' compensation, benefits, insurance, and unanticipated costs resulting from force majeure events; 26 Table of Contents • significant increases in cost for healthcare coverage for employees and potential government regulation with respect to health coverage; • the lack of availability, or increase in the cost, of capital for us or our existing and potential property owners; • the attractiveness of our properties and services to consumers and potential owners and competition from other hotels and alternative lodging marketplaces, including online accommodation search and/or reservation services, and hospitality-related businesses; • cyclical over-building in the hotel, all-inclusive, and vacation ownership industries; and • organized labor activities, which could cause a diversion of business from hotels involved in labor negotiations and loss of group business for our hotels generally as a result of certain labor tactics.
Adverse general economic conditions, health and safety concerns, risks or restrictions affecting or reducing travel patterns, lower consumer confidence, high unemployment, or adverse political conditions can result in a decline in consumer demand, which can lower the revenues and profitability of our owned and leased properties, decrease the amount of management and franchise fee revenues we are able to generate from our managed and franchised properties, reduce sales and revenues associated with Unlimited Vacation Club memberships, and decrease the demand for vacation packages sold through ALG Vacations.
Adverse general economic conditions, health and safety concerns, risks or restrictions affecting or reducing travel patterns, lower consumer confidence, high unemployment, adverse political conditions, among other factors, can result in a decline in consumer demand, which can lower the revenues and profitability of our owned and leased properties, decrease the amount of management and franchise fee revenues we are able to generate from our managed and franchised properties, reduce sales and revenues associated with Unlimited Vacation Club memberships, and decrease the demand for vacation packages sold through ALG Vacations.
Our proportion of owned and leased properties, compared to the number of properties we manage or franchise for third-party owners and franchisees, is larger than that of many of our competitors and, as a result, an environment of depressed demand could have a greater adverse effect on our results of operations.
Our proportion of owned and leased properties, compared to the number of properties we manage, franchise, or provide services to for third-party owners and franchisees, is larger than that of many of our competitors and, as a result, an environment of depressed demand could have a greater adverse effect on our results of operations.
These termination rights are usually triggered if we do not meet the performance tests over multiple years. Generally, we have the option to cure performance failures by making an agreed-upon cure payment. However, our cure rights may be limited, and the failure to meet the performance tests may result in the termination of our management agreement.
These termination rights are usually triggered if we do not meet the performance tests over multiple years. Generally, we have the option to cure performance failures by making an agreed-upon cure payment. However, our cure rights may be limited, and the failure to meet the performance tests may result in the termination of our management and hotel services agreement.
A substantial decrease in operating cash flow or consolidated EBITDA as defined in our revolving credit facility, or a substantial increase in our expenses may make it difficult for us to meet our existing debt service requirements and restrictive covenants. As a result, we could be forced to sell assets and/or modify our operations.
A substantial decrease in operating cash flows or consolidated EBITDA as defined in our revolving credit facility, or a substantial increase in our expenses may make it difficult for us to meet our existing debt service requirements and restrictive covenants. As a result, we could be forced to sell assets and/or modify our operations.
Our due diligence and post-acquisition assessments of an acquiree's cyber security controls and procedures and information technology systems may not be sufficient to detect current or prior security incidents that have not yet been detected or to identify security measures that are not sufficient to appropriately address security risks to data and business continuity.
Our due diligence and post-acquisition assessments of an acquiree's cybersecurity controls and procedures and information technology systems may not be sufficient to detect current or prior security incidents that have not yet been detected or to identify security measures that are not sufficient to appropriately address security risks to data and business continuity.
Similarly, although we do not expect changes in interest rates to have a material effect on income or cash flows in 2023, primarily due to our current limited reliance on borrowings tied to fluctuating rates, there can be no assurance that interest rates will not increase significantly from current levels.
Similarly, although we do not expect changes in interest rates to have a material effect on income or cash flows in 2024, primarily due to our current limited reliance on borrowings tied to fluctuating rates, there can be no assurance that interest rates will not increase significantly from current levels.
Real estate ownership and leasing is subject to risks not applicable to managed or franchised properties which could adversely affect our results of operations, cash flow, business, and overall financial condition, including: • governmental regulations relating to real estate ownership; • real estate, insurance, zoning, tax, environmental, and eminent domain laws; • the ongoing need for owner-funded capital improvements and expenditures to maintain or upgrade properties; 34 Table of Conten t s • risks associated with mortgage debt, including the possibility of default, fluctuating interest rate levels, and the availability of replacement financing; • risks associated with the possibility that cost increases will outpace revenue increases and that in the event of an economic slowdown, the high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues; • fluctuations in real estate values or potential impairments in the value of our assets; and • the relative illiquidity of real estate compared to some other assets.
Real estate ownership and leasing is subject to risks not applicable to managed or franchised properties, which could adversely affect our results of operations, cash flow, business, and overall financial condition, including: • governmental regulations relating to real estate ownership; • real estate, insurance, zoning, tax, environmental, and eminent domain laws; • the ongoing need for owner-funded capital improvements and expenditures to maintain or upgrade properties; • risks associated with mortgage debt, including the possibility of default, fluctuating interest rate levels, and the availability of replacement financing; • risks associated with the possibility that cost increases will outpace revenue increases and that in the event of an economic slowdown, the high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues; • fluctuations in real estate values or potential impairments in the value of our assets; and • the relative illiquidity of real estate compared to some other assets.
We hold significant amounts of goodwill, intangible assets, property and equipment, and investments. On a regular basis, we evaluate our assets for impairment based on various factors, including actual operating results, trends of projected revenues and profitability, and potential or actual terminations of underlying management and franchise agreements.
We hold significant amounts of goodwill, intangible assets, property and equipment, and investments. On a regular basis, we evaluate our assets for impairment based on various factors, including actual operating results, trends of projected revenues and profitability, and potential or actual terminations of underlying management and hotel services agreements and franchise agreements.
While we implement security measures designed to safeguard our systems and data and have business continuity measures, and intend to continue implementing additional measures in the future, our implementation efforts may be incomplete or our measures may not be sufficient to maintain the confidentiality, security, or availability of the data we collect, store, and use to operate our business.
While we implement security measures designed to safeguard our systems and data and have business continuity measures, and intend to continue implementing additional measures in the future, our implementation efforts may be incomplete or our measures may not be sufficient or timely enough to maintain the confidentiality, security, or availability of the data we collect, store, and use to operate our business.
If we lose market share or are not able to successfully attract third-party hotel owners to our brands as a result of this consolidation, our results of operations, cash flow, business, and overall financial condition could be materially adversely affected.
If we lose market share or are not able to successfully attract third-party owners and franchisees to our brands as a result of this consolidation, our results of operations, cash flow, business, and overall financial condition could be materially adversely affected.
Our future tax expense could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes to our transfer pricing methodologies, changes in the valuation of our deferred tax assets and liabilities, including net operating losses, or changes in determinations regarding the jurisdictions in which we are subject to tax.
Our future tax expenses could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes to our transfer pricing methodologies, changes in the valuation of our deferred tax assets and liabilities, including net operating losses, or changes in determinations regarding the jurisdictions in which we are subject to tax.
If our management or franchise agreements terminate prematurely or we elect to make cure payments due to failures to meet performance tests or upon the occurrence of other stated events, our revenues could decrease and our costs could increase. Our management and franchise agreements may terminate prematurely in certain cases.
If our management and hotel services agreements or franchise agreements terminate prematurely or we elect to make cure payments due to failures to meet performance tests or upon the occurrence of other stated events, our revenues could decrease and our costs could increase. Our management and hotel services agreements and franchise agreements may terminate prematurely in certain cases.
The success of any such acquisitions or investments will also depend, in part, on our ability to integrate the acquisition or investment with our existing operations. Inability to integrate completed acquisitions in an efficient and timely manner could result in reputational harm or have an adverse impact on our results of operations.
The success of any such acquisitions will also depend, in part, on our ability to integrate the acquisition with our existing operations. The inability to integrate completed acquisitions in an efficient and timely manner could result in reputational harm or have an adverse impact on our results of operations.
We continue to use an evolving privacy and security risk management framework utilizing risk assessments to identify priorities for enhancements.
We continue to use an evolving privacy and security risk management framework utilizing risk assessments to identify priorities for enhancements and security updates.
Our relationships with these third parties generate additional management and franchise agreement expansion opportunities that support our growth. As such, if we are unable to maintain good relationships with these third parties, our revenues could decrease or we may be unable to maintain or expand our presence.
Our relationships with these third parties generate additional management and hotel services agreement and franchise agreement expansion opportunities that support our growth. As such, if we are unable to maintain good relationships with these third parties, our revenues could decrease or we may be unable to maintain or expand our presence.
We may not be able to recover the costs incurred in developing and launching new brands or other initiatives or to realize their intended or projected benefits, which could lower our profits. Certain of our contractual arrangements with third-party owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels.
We may not be able to recover the costs incurred in developing and launching new brands or other initiatives or to realize their intended or projected benefits, which could lower our profits. 33 Table of Contents Certain of our contractual arrangements with third-party owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels.
Further, we may incur costs related to claims for which we have appropriate third-party indemnity if such third parties fail to fulfill their contractual obligations. Changes in federal, state, local, or foreign tax law, interpretations of existing tax law, or agreements or disputes with tax authorities could affect our profitability and financial condition by increasing our tax costs.
Further, we may incur costs related to claims for which we have appropriate third-party indemnity if such third parties fail to fulfill their contractual obligations. 42 Table of Contents Changes in federal, state, local, or foreign tax law, interpretations of existing tax law, or agreements or disputes with tax authorities could affect our profitability and financial condition by increasing our tax costs.
A company subject to Section 219 of the ITRSHR Act must make detailed disclosures about certain activities knowingly conducted by it or any of its affiliates. We did not identify any 2022 activities required to be disclosed.
A company subject to Section 219 of the ITRSHR Act must make detailed disclosures about certain activities knowingly conducted by it or any of its affiliates. We did not identify any 2023 activities required to be disclosed.
As part of our capital strategy, including our additional commitment announced in August 2021 to realize $2.0 billion of proceeds from the sale of owned assets by December 31, 2024, we plan, from time to time, to sell certain properties, subject to a management or franchise agreement, with the primary purpose of reinvesting the proceeds to support the growth of our business.
As part of our capital strategy, including our additional commitment announced in August 2021 to realize $2.0 billion of proceeds from the sale of owned assets by December 31, 2024, we plan, from time to time, to sell certain properties, subject to a management and hotel services agreement or franchise agreement, with the primary purpose of reinvesting the proceeds to support the growth of our business.
In addition, as a result of any acquisition activity, we may assume management and franchise agreements with terms that are not as favorable as other agreements within our portfolio and may result in loss of business over time.
In addition, as a result of any acquisition activity, we may assume management and hotel services agreements and franchise agreements with terms that are not as favorable as other agreements within our portfolio and may result in loss of business over time.
Furthermore, the Inflation Reduction Act of 2022 was enacted in August 2022 and imposes a 15% minimum corporate income tax on certain corporations and a 1% U.S. federal excise tax on certain stock buybacks and similar corporate actions.
Furthermore, the Inflation Reduction Act of 2022 was enacted in August 2022 and imposed a 15% minimum corporate income tax on certain corporations and a 1% U.S. federal excise tax on certain stock buybacks and similar corporate actions.
In addition, at January 31, 2023, the stockholders party to the 2007 Stockholder's Agreement beneficially own, in the aggregate, approximately 3.9% of our outstanding Class B common stock, representing approximately 3.6% of the total voting power of our outstanding common stock.
In addition, at January 31, 2024, the stockholders party to the 2007 Stockholder's Agreement beneficially own, in the aggregate, approximately 3.9% of our outstanding Class B common stock, representing approximately 3.6% of the total voting power of our outstanding common stock.
Generally, these laws and regulations address our sales and marketing and advertising efforts, our handling of privacy issues and customer data, our anti-corruption efforts, our ability to obtain licenses for business operations such as sales of food and liquor, and matters relating to immigration, the environment, health and safety, health care, gaming, competition, and trade, among other things.
Generally, these laws and regulations address our sales and marketing and advertising efforts, our handling of privacy issues and customer 41 Table of Contents data, our anti-corruption efforts, our ability to obtain licenses for business operations such as sales of food and liquor, and matters relating to immigration, the environment, health and safety, health care, gaming, competition, and trade, among other things.
If we are unable to establish and maintain key distribution arrangements for our properties or hospitality-related businesses, the demand for our rooms, hospitality-related services, and revenues could decrease. Increasingly, the rooms at hotels and resorts that we manage, franchise, own, or lease are booked through third-party internet travel intermediaries and online travel service providers.
If we are unable to establish and maintain key distribution arrangements for our properties or hospitality-related businesses, the demand for our rooms, hospitality-related services, and revenues could decrease. The rooms at hotels and resorts that we manage, franchise, own, or lease may be booked through third-party internet travel intermediaries and online travel service providers.
Risk Factors Summary The following is a summary of the principal risks and uncertainties described in more detail in this annual report: • Global economic conditions and the cyclical nature of the hospitality industry could adversely affect demand for travel and lodging, and hospitality-related businesses, and, as a result, our revenues, profitability, and future growth. • The COVID-19 pandemic has had a material adverse impact on the travel industry generally and, as a result, on our business and results of operations, and, while the recovery accelerated in 2022, the pace and consistency of the global recovery remains uncertain, and the impacts of the pandemic may persist or become more pronounced in the future. • Risks relating to natural or man-made disasters, weather and climate-related events, contagious diseases, such as the COVID-19 pandemic, terrorist activity, and war could reduce the demand for lodging and hospitality-related businesses, which may adversely affect our financial condition and results of operations. • We operate in a highly competitive industry and our revenues, profits, or market share could be harmed if we are unable to compete effectively. • New distribution channels, alternatives to traditional hotels, significant increases in the volume of sales made through third-party internet travel intermediaries, and industry consolidation among our competitors could have an adverse impact on consumer loyalty to our brands and hospitality-related businesses and may negatively impact our business. • If we are unable to establish and maintain key distribution arrangements for our properties and hospitality-related businesses, the demand for our rooms, hospitality-related services, and revenues could decrease. • Because we derive a portion of our revenues from operations outside the United States, we are subject to various risks of doing business internationally. • If we are unable to successfully operate the World of Hyatt loyalty program or further evolve the development and implementation of our digital platforms, loyalty for our brands, and our revenues, could be negatively impacted. • The success of the Unlimited Vacation Club membership program is dependent on offering preferred rate hotel inventory, providing members unique engagement experiences and benefits, as well as access to on-site sale opportunities and other key sales locations, and could be negatively impacted by lack of resort inventory, member terminations, or a failure to collect membership fees. • Adverse incidents at, or adverse publicity concerning, our businesses or our corporate responsibilities could harm our brands and reputation, as well as adversely affect our market share, business, financial condition, or results of operations. • Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could reduce our profits. • If we are unable to maintain good relationships with third-party property owners and franchisees and/or if our management or franchise agreements terminate, our revenues could decrease and our costs could increase. • Our growth strategy depends on attracting third-party owners and franchisees to our platform, and future arrangements with these third parties may be less favorable to us, depending on the terms offered by our competitors. 24 Table of Conten t s • Some of our existing development pipeline may not be developed into new hotels or may not open on the anticipated timeline, which could affect our growth prospects. • If we or our third-party owners or franchisees are not able to maintain our brand standards or develop, redevelop, or renovate properties successfully, our business, profitability, and ability to compete effectively could be harmed. • We may be unable to sell selected owned properties at acceptable terms and conditions, if at all, or within targeted timeframes, and are exposed to risks resulting from significant investments in owned and leased real estate. • We may seek to expand our business through acquisitions of and investments in other businesses and properties, or through alliances, and these activities may be unsuccessful or divert our management's attention, or the integration process of acquisitions may take longer or be more difficult than anticipated. • If we or our third-party owners, franchisees, or development partners are unable to repay or refinance loans secured by the mortgaged properties, access the capital necessary to fund current operations, or implement our plans for growth, our revenues, profits, and capital resources could be reduced and our business could be harmed. • If we become liable for losses related to loans we have provided or guaranteed to third parties or contractual arrangements with third-party owners and franchisees, our profits could be reduced. • Cyber risk and the failure to maintain the integrity of customer, colleague, or Company data could adversely affect our business, harm our reputation, and/or subject us to costs, fines, penalties, investigations, enforcement actions, or lawsuits. • Information technology system failures, delays in the operation of our information technology systems, or system enhancement failures could reduce our revenues and profits and harm the reputation of our brands and our business. • We have a limited ability to manage third-party risks associated with our hospitality venture investments, which could reduce our revenues, increase our costs, lower our profits, and/or increase our liabilities. • Our debt service obligations may adversely affect our cash flow and reduce our operational flexibility, and we are exposed to counterparty and credit risk and fluctuations in the market values of our investment portfolio. • Our failure, or the failure by third-party owners, franchisees, or hospitality venture partners, to comply with applicable laws and regulations may increase our costs, reduce our profits, or limit our growth. • Adverse judgments or settlements resulting from legal proceedings in which we may be involved could reduce our profits or limit our ability to operate our business. • Changes in federal, state, local, or foreign tax law, interpretations of existing tax law, or agreements or disputes with tax authorities could affect our profitability and financial condition by increasing our tax costs. • Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business. • There can be no assurance that we will declare or pay dividends in the future or that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all. • Anti-takeover provisions in our organizational documents and Delaware law, as well as agreements with our major stockholders, may discourage or prevent a change of control transaction or any attempt by stockholders to replace or remove our board of directors or management. • Pritzker family business interests have substantial control over us and have the ability to control the election of directors and other matters submitted to stockholders for approval. 25 Table of Conten t s Risks Related to the Hospitality Industry We are subject to macroeconomic and other factors beyond our control, as well as the business, financial, operating, and other risks of the hospitality industry, all of which may adversely affect our financial results and growth.
Risk Factors Summary The following is a summary of the principal risks and uncertainties described in more detail in this annual report: • Global economic conditions and the cyclical nature of the hospitality industry could adversely affect demand for travel and lodging, and hospitality-related businesses, and, as a result, our revenues, profitability, and future growth. • Risks relating to natural or man-made disasters, weather and climate-related events, contagious diseases, such as the COVID-19 pandemic, terrorist activity, and war could reduce the demand for lodging and hospitality-related businesses, which may adversely affect our financial condition and results of operations. • We operate in a highly competitive industry, and our revenues, profits, or market share could be harmed if we are unable to compete effectively. • New distribution channels, alternatives to traditional hotels, significant increases in the volume of sales made through third-party internet travel intermediaries, and industry consolidation among our competitors could have an adverse impact on consumer loyalty to our brands and hospitality-related businesses and may negatively impact our business. • If we are unable to establish and maintain key distribution arrangements for our properties and hospitality-related businesses, the demand for our rooms, hospitality-related services, and revenues could decrease. • Because we derive a portion of our revenues from operations outside the United States, we are subject to various risks of doing business internationally. • If we are unable to successfully operate the World of Hyatt loyalty program or further evolve the development and implementation of our digital platforms, loyalty for our brands, and our revenues, could be negatively impacted. • The success of the Unlimited Vacation Club paid membership program is dependent on offering preferred rate hotel inventory, providing members unique engagement experiences and benefits, as well as access to on-site sale opportunities and other key sales locations, and could be negatively impacted by lack of resort inventory, member terminations, or a failure to collect membership fees. • Adverse incidents at, or adverse publicity concerning, our hotels or businesses or our corporate responsibilities could harm our brands and reputation, as well as adversely affect our market share, business, financial condition, or results of operations. • Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could reduce our profits. • If we are unable to maintain good relationships with third-party owners and franchisees and/or if our management and hotel services agreements or franchise agreements terminate, our revenues could decrease and our costs could increase. • Our growth strategy depends on attracting third-party owners and franchisees to our platform, and future arrangements with these third parties may be less favorable to us, depending on the terms offered by our competitors. 24 Table of Contents • Some of our existing development pipeline may not be developed into new hotels or may not open on the anticipated timeline, which could affect our growth prospects. • If we or our third-party owners or franchisees are not able to maintain our brand standards or develop, redevelop, or renovate properties successfully, our business, profitability, and ability to compete effectively could be harmed. • We may be unable to sell selected owned properties at acceptable terms and conditions, if at all, or within targeted timeframes, and are exposed to risks resulting from significant investments in owned and leased real estate. • We may seek to expand our business through acquisitions of and investments in other businesses and properties, or through alliances, and these activities may be unsuccessful, divert management's attention, or take longer or be more difficult than anticipated to integrate, including with respect to the implementation of internal controls over financial reporting. • If we or our third-party owners, franchisees, or development partners are unable to repay or refinance loans secured by the mortgaged properties, access the capital necessary to fund current operations, or implement our plans for growth, our revenues, profits, and capital resources could be reduced and our business could be harmed. • If we become liable for losses related to loans we have provided or guaranteed to third parties or contractual arrangements with third-party owners and franchisees, our profits could be reduced. • Cyber risk and the failure to maintain the integrity of customer, colleague, or Company data could adversely affect our business, harm our reputation, and/or subject us to costs, fines, penalties, investigations, enforcement actions, or lawsuits. • Information technology system failures, delays in the operation of our information technology systems, or system enhancement failures could reduce our revenues and profits and harm the reputation of our brands and our business. • We have a limited ability to manage third-party risks associated with our hospitality venture investments, which could reduce our revenues, increase our costs, lower our profits, and/or increase our liabilities. • Our debt service obligations may adversely affect our cash flow and reduce our operational flexibility, and we are exposed to counterparty and credit risk and fluctuations in the market values of our investment portfolio. • Our failure, or the failure by third-party owners, franchisees, or hospitality venture partners, to comply with applicable laws and regulations may increase our costs, reduce our profits, or limit our growth. • Adverse judgments or settlements resulting from legal proceedings in which we may be involved could reduce our profits or limit our ability to operate our business. • Changes in federal, state, local, or foreign tax law, interpretations of existing tax law, or agreements or disputes with tax authorities could affect our profitability and financial condition by increasing our tax costs. • Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business. • There can be no assurance that we will declare or pay dividends in the future or that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all. • Anti-takeover provisions in our organizational documents and Delaware law, as well as agreements with our major stockholders, may discourage or prevent a change of control transaction or any attempt by stockholders to replace or remove our board of directors or management. • Pritzker family business interests have substantial control over us and have the ability to control the election of directors and other matters submitted to stockholders for approval. 25 Table of Contents Risks Related to the Hospitality Industry We are subject to macroeconomic and other factors beyond our control, as well as the business, financial, operating, and other risks of the hospitality industry, all of which may adversely affect our financial results and growth.
We depend on third-party property owners or franchisees to comply with these requirements by maintaining and improving properties through investments, including investments in furniture, fixtures, amenities, and personnel. If our third-party property owners or franchisees fail to make investments necessary to maintain or improve the properties we manage or franchise, our brand preference and reputation could suffer.
We depend on third-party owners or franchisees to comply with these requirements by maintaining and improving properties through investments, including investments in furniture, fixtures, amenities, and personnel. If our third-party owners or franchisees fail to make investments necessary to maintain or improve the properties we manage, franchise, or provide services to, our brand preference and reputation could suffer.
Any sales or repossessions could, in certain cases, result in the termination of our management or franchise agreements and eliminate anticipated income and cash flows, which could negatively affect our results of operations.
Any sales or repossessions could, in certain cases, result in the termination of our management and hotel services agreements or franchise agreements and eliminate anticipated income and cash flows, which could negatively affect our results of operations.
Generally, termination rights under performance tests are based on the property's individual performance, its performance when compared to a specified set of competitive hotels branded by other hotel operators, or both. Some agreements require a failure of one test, and other agreements require a failure of more than one test, before termination rights are triggered.
Generally, termination rights under performance tests are based on the property's individual performance, its performance when compared to a specified set of competitive hotels branded by other hotel operators, or both. Some agreements require a 32 Table of Contents failure of one test, and other agreements require a failure of more than one test, before termination rights are triggered.
We manage and franchise properties owned by third parties under the terms of management and franchise agreements and expect franchise ownership to continue to increase significantly over time. These agreements require third-party property owners or franchisees to comply with standards that are essential to maintaining our brand integrity and reputation.
We manage and franchise properties owned by third parties under the terms of management and hotel services agreements and franchise agreements and expect franchise ownership to continue to increase significantly over time. These agreements require third-party owners or franchisees to comply with standards that are essential to maintaining our brand integrity and reputation.
Formal dispute resolution occurs through arbitration, if provided under the applicable management or franchise agreement, or through litigation. We cannot predict the outcome of any such arbitration or litigation, the effect of any adverse judgment of a court or arbitrator against us, or the amount of any settlement we may enter into with any third party.
Formal dispute resolution occurs through arbitration, if provided under the applicable management and hotel services agreement or franchise agreement, or through litigation. We cannot predict the outcome of any such arbitration or litigation, the effect of any adverse judgment of a court or arbitrator against us, or the amount of any settlement we may enter into with any third party.
Our proportion of owned and leased properties, compared to the number of properties that we manage or franchise for third-party owners and franchisees, is larger than that of many of our competitors.
Our proportion of owned and leased properties, compared to the number of properties that we manage, franchise, or provide services to for third-party owners and franchisees, is larger than that of many of our competitors.
During 48 Table of Conten t s the term of the voting agreement, which expires on the date upon which more than 75% of the Company's fully diluted shares of common stock is owned by non-Pritzker family business interests, Pritzker family business interests have agreed to vote their shares of our common stock consistent with the recommendation of our board of directors with respect to all matters assuming agreement as to any such matter by a majority of a minimum of three independent directors (excluding for such purposes any Pritzker) or, in the case of transactions involving us and an affiliate, assuming agreement of all of such minimum of three independent directors (excluding for such purposes any Pritzker).
During the term of the voting agreement, which expires on the date upon which more than 75% of the Company's fully diluted shares of common stock is owned by non-Pritzker family business interests, Pritzker family business interests have agreed to vote their shares of our common stock consistent with the recommendation of our board of directors with respect to all matters assuming agreement as to any such matter by a majority of a minimum of three independent directors (excluding for such purposes any Pritzker) or, in the case of transactions involving us and an affiliate, assuming agreement of all of such minimum of three independent directors (excluding for such purposes any Pritzker).
In addition, some of our management agreements give third-party property owners the right to terminate upon payment of a termination fee to us after a certain period of time, upon sale of the property, or another stated event. Our franchise agreements typically require franchisees to pay a fee to us before terminating.
In addition, some of our management and hotel services agreements give third-party owners the right to terminate upon payment of a termination fee to us after a certain period of time, upon sale of the property, or another stated event. Our franchise agreements typically require franchisees to pay a fee to us before terminating.
Some of these intermediaries are attempting to increase the importance of generic quality indicators (such as "four-star downtown hotel") at the expense of brand identification. These intermediaries hope that consumers will eventually develop brand loyalties to their reservation systems rather than to our brands.
Some 28 Table of Contents of these intermediaries are attempting to increase the importance of generic quality indicators, such as "four-star downtown hotel," at the expense of brand identification. These intermediaries hope that consumers will eventually develop brand loyalties to their reservation systems rather than to our brands.
Any decline in the reputation or perceived quality of our brands or corporate image could adversely affect our market share, business, financial condition, or results of operations. Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could reduce our profits.
Any decline in the reputation or perceived quality of our brands or corporate image could adversely affect our market share, business, financial condition, or results of operations. 31 Table of Contents Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could reduce our profits.
We are subject to on-going and periodic audits by the Internal Revenue Service ("IRS") and various state, local, and foreign tax authorities and currently are engaged in disputes with certain of such tax authorities. We are a party to certain agreements with tax authorities that reduce or defer the amount of tax we pay.
We are subject to ongoing and periodic audits by the Internal Revenue Service ("IRS") and various state, local, and foreign tax authorities and currently are engaged in disputes with certain of such tax authorities. We are a party to certain agreements with tax authorities that reduce or defer the amount of tax we pay.
The SEC is required to post this notice of disclosure on its website and send the report to the President and certain Congressional committees. The President thereafter is required to initiate an investigation and, within 180 days of initiating such an investigation, to determine whether sanctions should be imposed on the Company.
The SEC is required to post this notice of disclosure on its website and send the report to the President and certain Congressional committees. The President thereafter is required to initiate an investigation and, within 45 Table of Contents 180 days of initiating such an investigation, to determine whether sanctions should be imposed on the Company.
These or similar occurrences, whether accidental or intentional, could result in an interruption in the operation of our systems or theft, unauthorized access, disclosure, destruction, encryption by ransomware, loss, and fraudulent or unlawful use of customer, colleague, or Company data, all of which could impact our business, result in operational inefficiencies or loss of business, create negative publicity, cause harm to our reputation, or subject us to remedial and other costs, fines, penalties, investigations, enforcement actions, or lawsuits.
These or similar occurrences, whether accidental or intentional, have in the past, and could in the future, result in an interruption in the operation of our systems or theft, unauthorized access, disclosure, destruction, encryption by ransomware, loss, and fraudulent or unlawful use of customer, colleague, or Company data, all of which has in the past, and could in the future, impact our business, result in operational interruptions, inefficiencies or loss of business, create negative publicity, cause harm to our reputation, or subject us to remedial and other costs, fines, penalties, investigations, enforcement actions, or lawsuits.
Management, Franchising, Ownership, Development, and Financing Risks If we are unable to maintain good relationships with third-party property owners and franchisees and/or if we terminate agreements with defaulting third-party property owners and franchisees, our revenues could decrease and we may be unable to maintain or expand our presence.
Management and Hotel Services, Franchising, Ownership, Development, and Financing Risks If we are unable to maintain good relationships with third-party owners and franchisees and/or if we terminate agreements with defaulting third-party owners and franchisees, our revenues could decrease and we may be unable to maintain or expand our presence.
The rest of the restricted securities, consisting of 56,647,354 shares of Class B common stock, together with 340,968 shares of Class A common stock previously registered, are subject to contractual lock-up and certain other restrictions contained in the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement as described in Part I, Item 1, "Business—Stockholder Agreements." These contractual restrictions may be amended, waived, or terminated by the parties to those agreements in accordance with the terms of such agreements without our consent and without notice; the 25% limitation on sales of our common stock may, with respect to each 12 month period, be increased to a higher percentage or waived entirely by the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker).
The rest of the restricted securities, consisting of 56,176,207 shares of Class B common stock, together with 603,343 shares of Class A common stock previously registered, are subject to contractual lock-up and certain other restrictions contained in the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement as described in Part I, Item 1, "Business—Stockholder Agreements." These contractual restrictions may be amended, waived, or terminated by the parties to those agreements in accordance with the terms of such agreements without our consent and without notice; the 25% limitation on sales of our common stock may, with respect to each 12 month period, be increased to a higher percentage or waived entirely by the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker).
As we actively market and look to sell selected properties, general economic conditions, rising interest rates, impacts of the COVID-19 pandemic, and/or property-specific issues may negatively affect the value of our properties, prevent us from selling the property on acceptable terms, or prevent us from selling properties within our previously announced timeframe.
As we actively market and look to sell selected properties, general economic conditions, rising interest rates, and/or property-specific issues may negatively affect the value of our properties, prevent us from selling the property on acceptable terms, or prevent us from selling properties within our previously announced timeframe.
Because of the scope and complexity of our information technology structure, our reliance on third party hardware, software, and services to support and protect our structure and data, and the constantly evolving cyber-threat landscape, our systems may be vulnerable to disruptions, failures, unauthorized access, cyber-terrorism, adverse action by state actors, human error, negligence, fraud, or other misuse.
Because of the scope and complexity of our information technology structure, our reliance on third party hardware, software, and services to support and protect our structure and data, and the constantly evolving cyber-threat landscape, our systems are vulnerable to disruptions, failures, unauthorized access, cyber-terrorism, adverse action by state actors, malfeasance by insiders, human error, negligence, fraud, or other misuse.
The terms of our management agreements and franchise agreements are influenced by contract terms offered by our competitors, among other things.
The terms of our management and hotel services agreements and franchise agreements are influenced by contract terms offered by our competitors, among other things.
If our third-party property owners, franchisees, or our hospitality venture partners are unable to repay or refinance maturing indebtedness on favorable terms or at all, the lenders could declare a default, accelerate the related debt, and repossess the property.
If our third-party owners, franchisees, or our 36 Table of Contents hospitality venture partners are unable to repay or refinance maturing indebtedness on favorable terms or at all, the lenders could declare a default, accelerate the related debt, and repossess the property.
We expect ongoing attempts to gain access to our systems and those operated by our third-party owners, franchisees, licensees, hospitality venture partners, and vendors. We also may be victims of current or future 38 Table of Conten t s software supply-chain incidents, even if those incidents are not directly targeted at Hyatt.
We expect ongoing attempts to gain access to our systems and those operated by our third-party owners, franchisees, licensees, hospitality venture partners, and vendors. We also may be victims of current or future software supply-chain incidents, even if those incidents are not directly targeted at Hyatt.

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Item 2. Properties

Properties — owned and leased real estate

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Item 2. Properties: The following table sets forth a description of each owned or leased property in our portfolio of properties at December 31, 2022.
Item 2. Properties. The following table sets forth a description of each owned or leased property in our portfolio of properties at December 31, 2023.
Hotel Property Location Rooms # of Hotels Ownership (1) Owned and Leased Hotels Full Service Americas Owned: Park Hyatt Chicago Chicago, IL 182 100 % Park Hyatt New York New York, NY 210 100 % Miraval Arizona Resort and Spa Tucson, AZ 145 100 % Miraval Austin Resort and Spa Austin, TX 117 100 % Miraval Berkshires Resort and Spa Lenox, MA 121 100 % Hyatt Grand Central New York (2) New York, NY 1,298 100 % Grand Hyatt Rio de Janeiro Rio de Janeiro, Brazil 436 100 % Grand Hyatt São Paulo São Paulo, Brazil 467 100 % Hyatt Regency Aruba Resort Spa and Casino (2) Palm Beach, Aruba, Dutch Caribbean 359 100 % Hyatt Regency Baltimore Inner Harbor (2) Baltimore, MD 488 100 % Hyatt Regency Green Bay Green Bay, WI 241 100 % Hyatt Regency Long Beach (2) Long Beach, CA 531 100 % Hyatt Regency O'Hare Chicago Rosemont, IL 1,095 100 % Hyatt Regency Orlando Orlando, FL 1,641 100 % Hyatt Regency Phoenix Phoenix, AZ 693 100 % Hyatt Regency San Antonio Riverwalk (2) San Antonio, TX 630 100 % Hotel Irvine Irvine, CA 541 100 % Hyatt Centric The Pike Long Beach (2) Long Beach, CA 138 100 % Americas Owned 9,333 18 52 Table of Conten t s Hotel Property Location Rooms # of Hotels Ownership (1) Americas Leased: Andaz West Hollywood (3) (4) West Hollywood, CA 240 — % Hyatt Regency San Francisco (3) (4) San Francisco, CA 821 — % Americas Leased 1,061 2 Total Americas Owned and Leased Hotels 10,394 20 EAME/SW Asia Owned: Park Hyatt Paris-Vendôme Paris, France 156 100 % Park Hyatt Zurich (2) Zurich, Switzerland 138 100 % Andaz London Liverpool Street (5) London, England 267 100 % EAME/SW Asia Owned 561 3 EAME/SW Asia Leased: Hyatt Regency Cologne (3) (4) Cologne, Germany 306 — % EAME/SW Asia Leased 306 1 Total EAME/SW Asia Owned and Leased Hotels 867 4 Total Full Service Owned and Leased Hotels 11,261 24 53 Table of Conten t s Hotel Property Location Rooms # of Hotels Ownership (1) Select Service Owned: Hyatt Place Macaé Macaé, Brazil 141 100 % Hyatt Place Sao Jose do Rio Preto São José do Rio Preto, Brazil 152 100 % Select Service Owned: 293 2 Leased: Hyatt Place Amsterdam Airport (3) (4) Amsterdam, The Netherlands 330 — % Hyatt Place Atlanta/Buckhead (6) Atlanta, GA 171 — % Select Service Leased: 501 2 Total Select Service Owned and Leased Hotels 794 4 All-Inclusive Leased (7) Leased: Alua Calas de Mallorca Resort (3) (4) Mallorca, Spain 478 — % Alua Illa de Menorca (3) (4) Menorca, Spain 228 — % AluaSoul Menorca (3) (4) Menorca, Spain 133 — % AluaSun Mediterraneo (3) (4) Menorca, Spain 72 — % AluaSun Cala Antena (3) (4) Mallorca, Spain 334 — % AluaSun Far Menorca (3) (4) Menorca, Spain 34 — % All-Inclusive Leased: 1,279 6 Total All-Inclusive Owned and Leased Hotels 1,279 6 Unconsolidated Hospitality Venture Hotels Full Service Americas Unconsolidated Hospitality Ventures: Andaz Mayakoba Resort Riviera Maya Playa del Carmen, Mexico 214 40 % Hyatt Regency Columbus (2) Columbus, OH 633 24 % Hyatt Regency Crystal City at Reagan National Airport Arlington, VA 686 50 % Hyatt Regency Huntington Beach Resort and Spa Huntington Beach, CA 517 40 % Hyatt Regency Miami (2) Miami, FL 615 50 % Hyatt Centric Buckhead Atlanta Atlanta, GA 218 50 % Hyatt Centric Downtown Nashville Nashville, TN 252 40 % Hyatt Centric Center City Philadelphia Philadelphia, PA 332 42 % Americas Unconsolidated Hospitality Ventures 3,467 8 EAME/SW Asia Unconsolidated Hospitality Ventures: Park Hyatt Hamburg (3) (8) Hamburg, Germany 252 — % Park Hyatt Milan Milan, Italy 106 30 % Grand Hyatt Mumbai Hotel & Residences Mumbai, India 548 50 % Andaz Delhi (2) New Delhi, India 401 50 % Andaz Vienna Am Belvedere Vienna, Austria 303 50 % Hyatt Regency Ahmedabad Ahmedabad, India 208 50 % EAME/SW Asia Unconsolidated Hospitality Ventures 1,818 6 54 Table of Conten t s Hotel Property Location Rooms # of Hotels Ownership (1) ASPAC Unconsolidated Hospitality Ventures: Grand Hyatt Bali Bali, Indonesia 636 10 % Andaz Bali Bali, Indonesia 149 10 % Hyatt Regency Bali Bali, Indonesia 363 10 % ASPAC Unconsolidated Hospitality Ventures 1,148 3 Total Full Service Unconsolidated Hospitality Ventures 6,433 17 Select Service Unconsolidated Hospitality Ventures Hyatt House Denver/Downtown Denver, CO 113 50 % Hyatt Place Atlanta / Centennial Park Atlanta, GA 175 50 % Hyatt Place Boston / Seaport District (2) Boston, MA 297 50 % Hyatt Place Denver/Downtown Denver, CO 248 50 % Hyatt Place Panama City/Downtown Panama City, Panama 165 29 % Caption by Hyatt Beale Street Memphis Memphis, TN 136 50 % Total Select Service Unconsolidated Hospitality Ventures 1,134 6 Total Unconsolidated Hospitality Ventures (9) 7,567 23 (1) Unless otherwise indicated, ownership percentages include both the property and the underlying land.
Hotel Property Location Rooms # of Hotels Ownership (1) Owned and Leased Hotels Full Service Americas Owned: Park Hyatt Chicago Chicago, IL 182 100 % Park Hyatt New York New York, NY 210 100 % Miraval Arizona Resort and Spa Tucson, AZ 145 100 % Miraval Austin Resort and Spa Austin, TX 117 100 % Miraval Berkshires Resort and Spa Lenox, MA 121 100 % Hyatt Grand Central New York (2) New York, NY 1,298 100 % Grand Hyatt Rio de Janeiro Rio de Janeiro, Brazil 436 100 % Grand Hyatt São Paulo São Paulo, Brazil 467 100 % Hyatt Regency Aruba Resort Spa and Casino (2) Palm Beach, Aruba, Dutch Caribbean 359 100 % Hyatt Regency Baltimore Inner Harbor (2) Baltimore, MD 488 100 % Hyatt Regency Green Bay Green Bay, WI 241 100 % Hyatt Regency Long Beach (2) Long Beach, CA 531 100 % Hyatt Regency O'Hare Chicago Rosemont, IL 1,095 100 % Hyatt Regency Orlando Orlando, FL 1,641 100 % Hyatt Regency Phoenix Phoenix, AZ 693 100 % Hyatt Regency San Antonio Riverwalk (2) San Antonio, TX 630 100 % Hyatt Regency Irvine Irvine, CA 516 100 % Hyatt Centric The Pike Long Beach (2) Long Beach, CA 138 100 % Americas Owned 9,308 18 Americas Leased: Andaz West Hollywood (3) (4) West Hollywood, CA 240 — % Hyatt Regency San Francisco (3) (4) San Francisco, CA 821 — % Americas Leased 1,061 2 Total Americas Owned and Leased Hotels 10,369 20 EAME Owned: Park Hyatt Paris-Vendôme Paris, France 156 100 % Park Hyatt Zurich (2) Zurich, Switzerland 138 100 % Andaz London Liverpool Street (5) London, England 267 100 % EAME Owned 561 3 EAME Leased: Hyatt Regency Cologne (3) (4) Cologne, Germany 306 — % EAME Leased 306 1 Total EAME Owned and Leased Hotels 867 4 Total Full Service Owned and Leased Hotels 11,236 24 55 Table of Contents Hotel Property Location Rooms # of Hotels Ownership (1) Select Service Owned: Hyatt Place Macaé Macaé, Brazil 141 100 % Hyatt Place Sao Jose do Rio Preto São José do Rio Preto, Brazil 152 100 % Select Service Owned 293 2 Leased: Hyatt Place Amsterdam Airport (3) (4) Amsterdam, The Netherlands 330 — % Hyatt Place Atlanta/Buckhead (6) Atlanta, GA 171 — % Select Service Leased 501 2 Total Select Service Owned and Leased Hotels 794 4 All-Inclusive Leased (7) Leased: Alua Calas de Mallorca Resort (3) (4) Mallorca, Spain 474 — % Alua Illa de Menorca (3) (4) Menorca, Spain 228 — % AluaSoul Menorca (3) (4) Menorca, Spain 133 — % AluaSun Mediterraneo (3) (4) Menorca, Spain 72 — % AluaSun Cala Antena (3) (4) Mallorca, Spain 334 — % AluaSun Far Menorca (3) (4) Menorca, Spain 34 — % All-Inclusive Leased 1,275 6 Total All-Inclusive Owned and Leased Hotels 1,275 6 Unconsolidated Hospitality Venture Hotels Full Service Americas Unconsolidated Hospitality Ventures: Andaz Mayakoba Resort Riviera Maya Playa del Carmen, Mexico 214 40 % Hyatt Regency Columbus (2) Columbus, OH 633 24 % Hyatt Regency Crystal City at Reagan National Airport Arlington, VA 686 50 % Hyatt Regency Huntington Beach Resort and Spa Huntington Beach, CA 517 40 % Hyatt Regency Miami (2) Miami, FL 615 50 % Hyatt Centric Buckhead Atlanta Atlanta, GA 218 50 % Hyatt Centric Downtown Nashville Nashville, TN 252 40 % Hyatt Centric Center City Philadelphia Philadelphia, PA 332 40 % Americas Unconsolidated Hospitality Ventures 3,467 8 EAME Unconsolidated Hospitality Ventures: Park Hyatt Milan Milan, Italy 106 30 % Andaz Vienna Am Belvedere Vienna, Austria 303 50 % EAME Unconsolidated Hospitality Ventures 409 2 56 Table of Contents Hotel Property Location Rooms # of Hotels Ownership (1) ASPAC Unconsolidated Hospitality Ventures: Grand Hyatt Bali Bali, Indonesia 636 10 % Andaz Bali Bali, Indonesia 149 10 % Hyatt Regency Bali Bali, Indonesia 363 10 % Grand Hyatt Mumbai Hotel & Residences Mumbai, India 548 50 % Andaz Delhi (2) New Delhi, India 401 50 % Hyatt Regency Ahmedabad Ahmedabad, India 269 50 % Hyatt Regency Lucknow Lucknow, India 205 50 % Hyatt Raipur Raipur, India 105 50 % ASPAC Unconsolidated Hospitality Ventures 2,676 8 Total Full Service Unconsolidated Hospitality Ventures 6,552 18 Select Service Unconsolidated Hospitality Ventures Hyatt House Denver/Downtown Denver, CO 113 50 % Hyatt Place Atlanta / Centennial Park Atlanta, GA 175 50 % Hyatt Place Boston / Seaport District (2) Boston, MA 297 50 % Hyatt Place Denver/Downtown Denver, CO 248 50 % Hyatt Place Hampi (2) Bellary, India 115 50 % Caption by Hyatt Beale Street Memphis Memphis, TN 136 50 % Total Select Service Unconsolidated Hospitality Ventures 1,084 6 Total Unconsolidated Hospitality Ventures (8) 7,636 24 (1) Unless otherwise indicated, ownership percentages include both the property and the underlying land.
In addition to our corporate headquarters, we lease space for our regional offices, service centers, data centers, and sales offices in multiple domestic and international locations, including Bayside, WI; Cancún, Mexico; Chandler, AZ; Franklin Park, IL; Hong Kong, People's Republic of China; Mainz, Germany; Moore, OK; Newtown Square, PA; Omaha, NE; and Zurich, Switzerland.
In addition to our corporate headquarters, we lease space for our regional offices, service centers, data centers, and sales offices in multiple domestic and international locations, including Bayside, WI; Cancún, Mexico; Chandler, AZ; Dubai, United Arab Emirates; Franklin Park, IL; Gurgaon, India; Hong Kong, People's Republic of China; London, England; Mainz, Germany; Melbourne, Australia; Moore, OK; Newtown Square, PA; Omaha, NE; and Zurich, Switzerland.
(9) Excludes five UrCove hotels where we own a 49% interest in an unconsolidated hospitality venture that is the operating lessee. 55 Table of Conten t s Below is a summary of our Hyatt managed and franchised hotels, including owned and leased hotels, for all periods presented.
(8) Excludes six UrCove hotels where we own a 49% interest in an unconsolidated hospitality venture that is the operating lessee. 57 Table of Contents Below is a summary of our Hyatt managed and franchised hotels, including owned and leased hotels, for all periods presented.
(2) Certain resorts in Europe operate under a hybrid all-inclusive model, which includes various all-inclusive package options as well as rooms-only options. 56 Table of Conten t s Included in the summary above are the following owned and leased hotels: December 31, 2022 December 31, 2021 December 31, 2020 Properties Rooms Properties Rooms Properties Rooms Owned and Leased Hotels Full Service Hotels United States (1) 17 9,132 22 11,058 25 12,607 Other Americas 3 1,262 3 1,262 2 795 EAME/SW Asia 4 867 5 1,135 7 1,435 Select Service Hotels United States 1 171 1 171 1 171 Other Americas 2 293 2 293 2 293 EAME/SW Asia 1 330 1 330 1 330 Total Full Service and Select Service Hotels 28 12,055 34 14,249 38 15,631 All-inclusive Hotels (2) 6 1,279 4 909 — — Total Owned and Leased Hotels (3) 34 13,334 38 15,158 38 15,631 (1) Includes one hotel that was rebranded and combined with an existing property during the twelve months ended December 31, 2022.
(2) Certain resorts in Europe operate under a hybrid all-inclusive model, which includes various all-inclusive package options as well as rooms-only options. 58 Table of Contents Included in the summary above are the following owned and leased hotels: December 31, 2023 December 31, 2022 December 31, 2021 Properties Rooms Properties Rooms Properties Rooms Owned and Leased Hotels Full Service Hotels United States 17 9,107 17 9,132 22 11,058 Other Americas 3 1,262 3 1,262 3 1,262 EAME 4 867 4 867 5 1,135 Select Service Hotels United States 1 171 1 171 1 171 Other Americas 2 293 2 293 2 293 EAME 1 330 1 330 1 330 Total Full Service and Select Service Hotels 28 12,030 28 12,055 34 14,249 All-Inclusive Hotels (1) 6 1,275 6 1,279 4 909 Total Owned and Leased Hotels (2) 34 13,305 34 13,334 38 15,158 (1) Certain resorts in Europe operate under a hybrid all-inclusive model, which includes various all-inclusive package options as well as rooms-only options.
December 31, 2022 December 31, 2021 December 31, 2020 Properties Rooms Properties Rooms Properties Rooms Americas Management and Franchising Full Service Hotels Managed 174 74,036 172 72,932 164 72,278 Franchised 91 25,567 85 24,409 73 21,544 Full Service Hotels 265 99,603 257 97,341 237 93,822 Select Service Hotels Managed 48 7,077 46 6,780 55 8,132 Franchised 430 60,161 424 59,150 391 53,912 Select Service Hotels 478 67,238 470 65,930 446 62,044 ASPAC Management and Franchising Full Service Hotels Managed 132 43,588 125 41,649 116 39,327 Franchised 11 3,275 10 3,153 8 2,520 Full Service Hotels 143 46,863 135 44,802 124 41,847 Select Service Hotels Managed 31 5,522 29 5,053 29 5,378 Franchised 26 4,532 13 2,244 6 1,169 Select Service Hotels 57 10,054 42 7,297 35 6,547 EAME/SW Asia Management and Franchising Full Service Hotels Managed 110 27,075 101 25,457 97 24,678 Franchised 59 9,955 22 3,799 13 2,454 Full Service Hotels 169 37,030 123 29,256 110 27,132 Select Service Hotels Managed 25 4,144 21 3,429 17 2,749 Franchised 5 1,116 6 1,411 5 1,131 Select Service Hotels 30 5,260 27 4,840 22 3,880 Total Full Service and Select Service Hotels (1) 1,142 266,048 1,054 249,466 974 235,272 Americas All-inclusive Hotels 72 25,425 68 24,873 8 3,153 EAME/SW Asia (2) All-inclusive Hotels 49 12,635 40 10,605 — — Total All-inclusive Hotels 121 38,060 108 35,478 8 3,153 Total Managed and Franchised 1,263 304,108 1,162 284,944 982 238,425 (1) Figures do not include vacation ownership, residential, or condominium units.
December 31, 2023 December 31, 2022 December 31, 2021 Properties Rooms Properties Rooms Properties Rooms Americas Management and Franchising Full Service Hotels Managed 180 74,772 174 74,036 172 72,932 Franchised 101 29,681 91 25,567 85 24,409 Full Service Hotels 281 104,453 265 99,603 257 97,341 Select Service Hotels Managed 46 6,709 48 7,077 46 6,780 Franchised 445 62,130 430 60,161 424 59,150 Select Service Hotels 491 68,839 478 67,238 470 65,930 ASPAC Management and Franchising Full Service Hotels Managed 172 53,097 165 51,316 152 48,252 Franchised 21 6,022 13 3,603 12 3,481 Full Service Hotels 193 59,119 178 54,919 164 51,733 Select Service Hotels Managed 44 8,086 39 6,611 35 5,878 Franchised 42 6,650 26 4,532 13 2,244 Select Service Hotels 86 14,736 65 11,143 48 8,122 EAME Management and Franchising Full Service Hotels Managed 77 19,396 77 19,347 74 18,854 Franchised 62 10,146 57 9,627 20 3,471 Full Service Hotels 139 29,542 134 28,974 94 22,325 Select Service Hotels Managed 16 2,909 17 3,055 15 2,604 Franchised 5 1,116 5 1,116 6 1,411 Select Service Hotels 21 4,025 22 4,171 21 4,015 Total Full Service and Select Service Hotels (1) 1,211 280,714 1,142 266,048 1,054 249,466 Americas All-Inclusive Hotels 78 28,741 72 25,425 68 24,873 EAME (2) All-Inclusive Hotels 46 12,686 49 12,635 40 10,605 Total All-Inclusive Hotels 124 41,427 121 38,060 108 35,478 Total Managed and Franchised 1,335 322,141 1,263 304,108 1,162 284,944 (1) Figures do not include vacation or residential units.
(2) Certain resorts in Europe operate under a hybrid all-inclusive model, which includes various all-inclusive package options as well as rooms-only options. (3) Figures do not include unconsolidated hospitality ventures. Corporate Headquarters and Regional Offices Our corporate headquarters are located at 150 North Riverside Plaza, Chicago, IL, pursuant to an operating lease.
(2) Figures do not include unconsolidated hospitality ventures. Corporate Headquarters and Regional Offices Our corporate headquarters are located at 150 North Riverside Plaza, Chicago, IL, pursuant to an operating lease. At December 31, 2023, we lease approximately 262,000 square feet.
Removed
(8) We own a 50% interest in an unconsolidated hospitality venture that is the operating lessee.
Removed
At December 31, 2022, we lease approximately 262,000 square feet.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

20 edited+3 added−5 removed17 unchanged
Mr. Pritzker is Executive Chairman of The Pritzker Organization, LLC ("TPO"), the principal financial and investment advisor to certain Pritzker family business interests. Mr. Pritzker served as a Director of Royal Caribbean Cruises Ltd. until May 2020.
Pritzker is Executive Chairman of The Pritzker Organization, LLC ("TPO"), the principal financial and investment advisor to certain Pritzker family business interests. Mr. Pritzker served as a Director of Royal Caribbean Cruises Ltd. until May 2020.
Each of the executive officers is elected by and serves at the pleasure of the board of directors. Name Age Position (1) Thomas J. Pritzker 72 Executive Chairman of the Board Mark S.
Each of the executive officers is elected by and serves at the pleasure of the board of directors. Name Age Position Thomas J. Pritzker 73 Executive Chairman of the Board Mark S.
Egan practiced law in the litigation practice group of DLA Piper in Chicago, Illinois from 1996 to 2000 and again from 2002 to 2003 and also held a position as Attorney Advisor with the United States Department of Justice in London, United Kingdom from January 2001 to January 2002. H.
Prior to entering the hospitality industry, Ms. Egan practiced law in the litigation practice group of DLA Piper in Chicago, Illinois from 1996 to 2000 and again from 2002 to 2003 and also held a position as Attorney Advisor with the United States Department of Justice in London, United Kingdom from January 2001 to January 2002. Ms.
If he is not re-elected to the board of directors, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment was terminated by us without cause. 60 Table of Conten t s Part II
If he is not re-elected to the board of directors, he will be entitled to terminate his employment with the rights and entitlements available to him under our severance policies as if his employment was terminated by us without cause. 62 Table of Contents Part II
He also serves on the Board of Directors of Brand USA and Skills for Chicagoland's Future, the Executive Committee of the Board of Directors of World Business Chicago, and the Board of Trustees of the Aspen Institute. Mr.
He also serves on the Executive Committee of the American Hotel & Lodging Association, the Board of Directors of Brand USA and Skills for Chicagoland's Future, the Executive Committee of the Board of Directors of World Business Chicago, and the Board of Trustees of the Aspen Institute. Mr.
Sears is responsible for the growth and successful operation of Hyatt's portfolio in the United States, Canada, the Caribbean, Mexico, Central America, and South America. Prior to his current role, he was the Senior Vice President—Operations, Asia Pacific. Mr.
Sears was appointed Executive Vice President, Group President—Americas in September 2014. Mr. Sears is responsible for the growth and successful operation of Hyatt's portfolio in the United States, Canada, the Caribbean, Mexico, Central America, and South America. Prior to his current role, he was the Senior Vice President—Operations, Asia Pacific. Mr.
Prior to entering the hospitality industry, he spent 10 years in the Financial Services industry, overseeing operational teams at Fidelity Investments and Kemper Financial Services. 59 Table of Conten t s Pursuant to our employment letter with Mr. Thomas J.
Prior to entering the hospitality industry, he spent 10 years in the Financial Services industry, overseeing operational teams at Fidelity Investments and Kemper Financial Services. 61 Table of Contents Pursuant to our employment letter with Mr. Thomas J.
In this role, Mr. Águila is responsible for leading the strategic growth and overall operations of Hyatt's portfolio in Europe, Africa, the Middle East, and Central Asia. Most recently, he served as Group President, AMResorts Europe and Global Strategy at ALG, which became part of Hyatt in 2021.
Javier Águila was appointed Executive Vice President, Group President—EAME in October 2022. In this role, Mr. Águila is responsible for leading the strategic growth and overall operations of Hyatt's portfolio in Europe, Africa, the Middle East, and Central Asia. Most recently, he served as Group President, AMResorts Europe and Global Strategy at ALG, which became part of Hyatt in 2021.
Pritzker has been a member of our board of directors since August 2004 and our Executive Chairman since August 2004. Mr. Pritzker served as our Chief Executive Officer from August 2004 to December 2006. Mr. Pritzker was appointed President of Hyatt Corporation in 1980 and served as Chairman and Chief Executive Officer of Hyatt Corporation from 1999 to December 2006.
Pritzker served as our Chief Executive Officer from August 2004 to December 2006. Mr. Pritzker was appointed President of Hyatt Corporation in 1980 and served as Chairman and Chief Executive Officer of Hyatt Corporation from 1999 to December 2006. Mr.
Item 4. Mine Safety Disclosures. Not applicable. 57 Table of Conten t s Information about our Executive Officers. The following chart names each of the Company's executive officers and their ages and positions at February 16, 2023. Also included below is biographical information relating to each of the Company's executive officers.
Item 4. Mine Safety Disclosures. Not applicable. 59 Table of Contents Information about our Executive Officers. The following chart names each of the Company's executive officers and their ages and positions at February 23, 2024. Also included below is biographical information relating to each of the Company's executive officers.
Bottarini served as Vice President, Hotel Finance—Asia Pacific (Hong Kong) of the Company from 2014 to 2016 and as Vice President, Strategic Financial Planning and Analysis of the Company from 2007 to 2014. Prior to her roles at Hyatt, Ms. Bottarini served as the Controller - Development at Essex Property Trust and an Assurance Manager at KPMG LLP. Ms.
Bottarini served as Vice President, Hotel Finance—Asia Pacific (Hong Kong) of the Company from 2014 to 2016 and as Vice President, Strategic Financial Planning and Analysis of the Company from 2007 to 2014. Prior to her roles at Hyatt, Ms.
Egan is responsible for Hyatt's global legal and corporate secretarial services. Ms. Egan served as interim General Counsel and Secretary of the Company from October 2017 to January 2018 and previously served as Senior Vice President and Associate General Counsel at Hyatt from March 2013 to January 2018 overseeing the Company's legal global transactions teams.
Egan served as interim General Counsel and Secretary of the Company from October 2017 to January 2018 and previously served as Senior Vice President and Associate General Counsel at Hyatt from March 2013 to January 2018 overseeing the Company's legal global transactions teams. From October 2003 to March 2013, Ms. Egan held a series of increasingly responsible positions at Hyatt.
Hoplamazian served as Chairman of the American Hotel & Lodging Association from January 2021 to December 2021, and serves on the Board of Directors and as a member of the Talent & Compensation and Finance committees of the Board of Directors of VF Corporation.
Hoplamazian serves on the Board of Directors and as a member of the Talent & Compensation and Finance committees of the Board of Directors of VF Corporation.
Myers served as Senior Vice President, Human Resources for Jarden Corporation, a global consumer products company, where she was responsible for the effectiveness of human resources strategies and programs for Jarden Corporation worldwide. Prior to Jarden, Ms. Myers served as Chief Human Resources Officer for Arysta LifeScience, a global agricultural chemical company. Ms.
Myers joined Hyatt with over 25 years of experience in human resources across a diverse group of industries. Prior to assuming her role at Hyatt, Ms. Myers served as Senior Vice President, Human Resources for Jarden Corporation, a global consumer products company, where she was responsible for the effectiveness of human resources strategies and programs for Jarden Corporation worldwide.
Hoplamazian 59 President, Chief Executive Officer and Director (Principal Executive Officer) Javier Águila 47 Executive Vice President, Group President—EAME Joan Bottarini 51 Executive Vice President, Chief Financial Officer (Principal Financial Officer) Margaret C. Egan 53 Executive Vice President, General Counsel and Secretary H. Charles Floyd 63 Executive Vice President, Global President of Operations Malaika L.
Hoplamazian 60 President, Chief Executive Officer and Director (Principal Executive Officer) Javier Águila 48 Executive Vice President, Group President—EAME Joan Bottarini 52 Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) James K. Chu 60 Executive Vice President, Chief Growth Officer Margaret C. Egan 54 Executive Vice President, General Counsel and Secretary Malaika L.
Myers also previously served in various senior management roles at Diageo PLC and PepsiCo. Ms. Myers serves on the Board of Directors of Skills for Chicagoland's Future, Cielo, Inc., and HR Policy Association. Peter J. Sears was appointed Executive Vice President, Group President—Americas in September 2014. Mr.
Prior to Jarden, Ms. Myers served as Chief Human Resources Officer for Arysta LifeScience, a global agricultural chemical company. Ms. Myers also previously served in various senior management roles at Diageo PLC and PepsiCo. Ms. Myers serves on the Board of Directors of Skills for Chicagoland's Future, Cielo, Inc., Wella Company, and HR Policy Association. Peter J.
Bottarini serves as co-chair of the No Room for Trafficking 58 Table of Conten t s Council of the American Hotel and Lodging Association Foundation and as an advisory board member of Salt and Light Coalition in Chicago. Margaret C. Egan was appointed Executive Vice President, General Counsel and Secretary in January 2018. Ms.
Bottarini served as the Controller - Development at Essex 60 Table of Contents Property Trust and an Assurance Manager at KPMG LLP. Ms. Bottarini serves as co-chair of the No Room for Trafficking Council of the American Hotel and Lodging Association Foundation and as an advisory board member of Salt and Light Coalition in Chicago. James K.
Hoplamazian is a member of the World Travel & Tourism Council, the Commercial Club of Chicago, and the Discovery Class of the Henry Crown Fellowship. Javier Águila was appointed Executive Vice President, Group President – EAME in October 2022.
Hoplamazian is a member of the Executive Committee of the World Travel & Tourism Council, a member of the Discovery Class of the Henry Crown Fellowship, and a member of the Civic Committee of the Commercial Club of Chicago, where he also serves as co-chair of the Committee's Public Safety Task Force.
Myers 55 Executive Vice President, Chief Human Resources Officer Peter J. Sears 58 Executive Vice President, Group President—Americas David Udell 62 Executive Vice President, Group President—ASPAC Mark R. Vondrasek 55 Executive Vice President, Chief Commercial Officer (1) Reflects the geographic realignment of EAME and ASPAC segments that became effective on January 1, 2023. Thomas J.
Myers 56 Executive Vice President, Chief Human Resources Officer Peter J. Sears 59 Executive Vice President, Group President—Americas David Udell 63 Executive Vice President, Group President—ASPAC Mark R. Vondrasek 56 Executive Vice President, Chief Commercial Officer Thomas J. Pritzker has been a member of our board of directors since August 2004 and our Executive Chairman since August 2004. Mr.
Floyd served on the Board of Directors of Playa Hotels & Resorts N.V. and its predecessors from February 2016 to August 2021 and serves on the Board of Directors and as a member of the Compensation Committee of the Board of Directors of Kohl's Corporation. Malaika L. Myers was appointed Executive Vice President, Chief Human Resources Officer in September 2017.
Egan serves on the Board of Directors of Sarah's Circle and ADL Midwest. Malaika L. Myers was appointed Executive Vice President, Chief Human Resources Officer in September 2017. In this role, Ms. Myers is responsible for setting and implementing Hyatt's global human resources enterprise strategy. Ms.
Removed
From October 2003 to March 2013, Ms. Egan held a series of increasingly responsible positions at Hyatt. Prior to entering the hospitality industry, Ms.
Added
Chu was appointed Executive Vice President, Chief Growth Officer in May 2022. His current responsibilities include overseeing Hyatt's global strategy for development and owner relations, transactions, global product and design strategy, as well as the company's Global Franchise and Owner Relations Group. Prior to his current position, he served as the Company's Executive Vice President of Global Franchising and Development.
Removed
Charles Floyd was appointed Executive Vice President, Global President of Operations in August 2014. In this role, Mr. Floyd leads and develops Hyatt's shared operation services organization known as the Global Operations Center ("GOC") and is responsible for the successful operation of Hyatt's hotels globally. Mr.
Added
He also served as the Company's Global Head of Development from 2018 to 2021 and Global Head of Select Service and Franchise Strategy from 2016 to 2018. Before joining Hyatt, Mr. Chu held various roles with Wyndham International, including General Manager, Vice President of Sales, and Senior Vice President of Business Development. Margaret C.
Removed
Floyd is also responsible for ensuring operating efficiency in the roll-out of new innovations and unifying the Company's global operations. The Group Presidents for each of Hyatt's three regions report to Mr. Floyd. Prior to his current role, Mr. Floyd was Executive Vice President, Group President—Global Operations Center from October 2012 to August 2014. Mr.
Added
Egan was appointed Executive Vice President, General Counsel and Secretary in January 2018. Ms. Egan is responsible for Hyatt's global legal and corporate secretarial services. Ms.
Removed
Floyd served as our Chief Operating Officer—North America from January 2006 until October 2012. Since joining Hyatt in 1981, Mr. Floyd served in a number of senior positions, including Executive Vice President—North America Operations and Senior Vice President of Sales, as well as various managing director and general manager roles. Mr.
Removed
In this role, Ms. Myers is responsible for setting and implementing Hyatt's global human resources enterprise strategy. Ms. Myers joined Hyatt with over 25 years of experience in human resources across a diverse group of industries. Prior to assuming her role at Hyatt, Ms.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−3 removed3 unchanged
The following graph compares the cumulative total stockholder return since December 31, 2017, with the S&P 500 Index ("S&P 500") and the Russell 1000 Hotel/Motel Index (the "Russell 1000 Hotel").
The following graph compares the cumulative total stockholder return since December 31, 2018, with the S&P 500 Index ("S&P 500") and the Russell 1000 Hotel/Motel Index (the "Russell 1000 Hotel").
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 16 to our Consolidated Financial Statements" for further detail. 61 Table of Conten t s Performance Graph The following performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 16 to our Consolidated Financial Statements" for further detail. 63 Table of Contents Performance Graph The following performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act or Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
Under the approval, we are authorized to purchase up to an additional $750 million of Class A and Class B common stock in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase ("ASR") transaction. The repurchase program does not have an expiration date.
Under each approval, we are authorized to purchase up to an additional $750 million and $1,055 million, respectively, of Class A and Class B common stock in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase ("ASR") transaction.
At January 31, 2023, our Class A common stock was held by 26 stockholders of record, and there were 47,334,299 shares of Class A common stock outstanding.
At January 31, 2024, our Class A common stock was held by 26 stockholders of record, and there were 44,454,660 shares of Class A common stock outstanding.
At January 31, 2023, our Class B common stock was held by 77 stockholders, and there were 58,917,749 shares of Class B common stock outstanding. Dividends We currently do not pay a cash dividend on our common stock.
At January 31, 2024, our Class B common stock was held by 59 stockholders of record, and there were 58,446,602 shares of Class B common stock outstanding. Dividends We currently pay a quarterly cash dividend and expect to continue paying regular dividends on a quarterly basis.
The graph assumes the value of the investment in our Class A common stock and each index was $100 at December 31, 2017 and all dividends and other distributions were reinvested. 12/31/2017 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 Hyatt Hotels Corporation 100.0 92.6 124.2 103.1 133.1 125.5 S&P 500 100.0 95.6 125.7 148.8 191.5 156.8 Russell 1000 Hotel 100.0 79.3 114.3 108.4 143.1 119.5 Recent Sales of Unregistered Securities None. 62 Table of Conten t s Purchases of Equity Securities by the Issuer and Affiliated Purchasers Issuer Purchases of Equity Securities The following table sets forth information regarding our purchases of shares of Class A common stock during the quarter ended December 31, 2022: Total number of shares purchased (1) Weighted-average price paid per share Total number of shares purchased as part of publicly announced plans Maximum number (or approximate dollar value) of shares that may yet be purchased under the program October 1 to October 31, 2022 327,556 $ 82.56 327,556 $ 637,556,639 November 1 to November 30, 2022 — — — $ 637,556,639 December 1 to December 31, 2022 830,447 94.48 830,447 $ 559,097,985 Total 1,158,003 $ 91.11 1,158,003 (1) On December 18, 2019, we announced the approvals of the expansions of our share repurchase program.
The graph assumes the value of the investment in our Class A common stock and each index was $100 at December 31, 2018 and all dividends and other distributions were reinvested. 12/31/2018 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 Hyatt Hotels Corporation 100.0 134.1 111.2 143.7 135.5 196.2 S&P 500 100.0 131.5 155.7 200.3 164.0 207.0 Russell 1000 Hotel 100.0 144.1 136.7 180.3 150.6 203.6 Recent Sales of Unregistered Securities None. 64 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers Issuer Purchases of Equity Securities The following table sets forth information regarding our purchases of shares of Class A common stock on a settlement date basis during the quarter ended December 31, 2023: Total number of shares purchased (1) Weighted-average price paid per share Total number of shares purchased as part of publicly announced plans Maximum number (or approximate dollar value) of shares that may yet be purchased under the program October 1 to October 31, 2023 472,365 $ 105.85 472,365 $ 1,206,031,727 November 1 to November 30, 2023 417,537 107.75 417,537 $ 1,161,040,484 December 1 to December 31, 2023 — — — $ 1,161,040,484 Total 889,902 $ 106.74 889,902 (1) On December 18, 2019 and May 10, 2023, our board of directors approved expansions of our share repurchase program.
Removed
At December 31, 2022, we had approximately $559 million remaining under the share repurchase authorization. During January 2023, we repurchased 162,413 shares of Class A common stock, including 106,116 shares that were initiated prior to December 31, 2022, but not settled until January 2023.
Added
The repurchase program does not obligate the Company to repurchase any dollar amount or number of shares and the program may be suspended or discontinued at any time and does not have an expiration date. At December 31, 2023, we had approximately $1.2 billion remaining under the share repurchase authorizations.
Removed
The shares of common stock were repurchased at a weighted-average price $89.57 for an aggregate purchase price of $14 million, excluding insignificant related expenses. The shares of Class A common stock repurchased in the open market were retired and returned to the status of authorized and unissued shares.
Removed
At January 31, 2023, we had $545 million remaining under the share repurchase authorization.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

162 edited+50 added−43 removed92 unchanged
For a detailed discussion of our management and franchise fees, see Part I, Item 1, "Business—Hotel Management Agreements" and Part I, Item 1, "Business—Franchise Agreements." Distribution and destination management revenues. Represents revenues derived from the offering of travel products and services through ALG Vacations.
For a detailed discussion of our management and franchise fees, see Part I, Item 1, "Business—Management and Hotel Services Agreements" and Part I, Item 1, "Business—Franchise Agreements." Distribution and destination management revenues. Represents revenues derived from the offering of travel products and services through ALG Vacations.
Food and beverage costs include costs for wait and kitchen staff and food and beverage products. Other support expenses consist of costs associated with property-level management, including deferred compensation plans for certain employees that are funded through contributions to rabbi trusts, utilities, sales and marketing, hotel spa operations, parking and other guest recreation, entertainment, and services.
Food and beverage costs include costs for wait and kitchen staff and food and beverage products. Other support costs consist of expenses associated with property-level management, including deferred compensation plans for certain employees that are funded through contributions to rabbi trusts, utilities, sales and marketing, hotel spa operations, parking and other guest recreation, entertainment, and services.
We evaluate these assets on a quarterly basis for impairment as further discussed in "—Critical Accounting Policies and Estimates." These evaluations have, in the past, resulted in impairment charges for certain of these assets based on the specific facts and circumstances surrounding those assets.
We evaluate these assets on a quarterly basis for impairment as further discussed in "—Critical Accounting Policies and Estimates." These evaluations have, in the past, resulted in impairment charges of certain assets based on the specific facts and circumstances surrounding those assets.
Adjusted selling, general, and administrative expenses exclude the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. See "—Key Business Metrics Evaluated by Management" for further discussion of Adjusted selling, general, and administrative expenses. Costs incurred on behalf of managed and franchised properties .
Adjusted selling, general, and administrative expenses exclude the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. See "—Key Business Metrics Evaluated by Management—Adjusted Selling, General, and Administrative Expenses" for further discussion. Costs incurred on behalf of managed and franchised properties .
Segment Results As described in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 19 to our Consolidated Financial Statements," we evaluate segment operating performance using owned and leased hotels revenues; management, franchise, license, and other fees revenues; distribution and destination management revenues; and Adjusted EBITDA.
Segment Results As described in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 19 to our Consolidated Financial Statements," we evaluate segment operating performance using owned and leased hotels revenues; management, franchise, license, and other fees revenues; distribution and destination management revenues; other revenues; and Adjusted EBITDA. Owned and leased hotels segment revenues .
Costs incurred on behalf of managed and franchised properties. Represents costs incurred on behalf of third-party owners and franchisees. These reimbursed costs relate primarily to payroll at managed properties where we are the employer, as well as expenses related to system-wide services and the loyalty program operated on behalf of owners.
Costs incurred on behalf of managed and franchised properties. Represents costs incurred on behalf of third-party owners and franchisees. These reimbursed costs relate primarily to payroll at managed properties where we are the employer, as well as costs related to system-wide services and the loyalty program operated on behalf of owners of managed and franchised properties.
Changes in the estimates, including the anticipated timing and value of future point redemptions and an estimate of the breakage for points that will not be redeemed, could result in further material changes to our liability and the amount of revenues we recognize when redemptions occur.
Changes in the estimates, including the anticipated timing of future point redemptions and an estimate of the breakage for points that will not be redeemed, could result in further material changes to our liability and the amount of revenues we recognize when redemptions occur.
Historically, changes in estimates used in the property and equipment and definite-lived intangible assets impairment assessment process have not resulted in material impairment charges in subsequent periods as a result of changes made to those estimates.
Historically, changes in estimates used in the property and equipment and definite-lived intangible assets impairment assessment have not resulted in material impairment charges in subsequent periods as a result of changes made to those estimates.
As part of our long-term business strategy, we use net proceeds from dispositions to pay down debt; support new investment opportunities, including acquisitions; and return capital to our stockholders, when appropriate. If we deem it necessary, we borrow cash under our revolving credit facility or from other third-party sources and raise funds by issuing debt or equity securities.
As part of our long-term business strategy, we use net proceeds from dispositions to pay down debt; support new investment opportunities, including acquisitions; and return capital to our stockholders, when appropriate. If necessary, we borrow cash under our revolving credit facility or from other third-party sources and raise funds by issuing debt or equity securities.
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Notes 5 and 9 to our Consolidated Financial Statements." Incremental Borrowing Rate and Accounting for Leases In determining the present value of our operating lease ROU assets and lease liabilities, we estimate an incremental borrowing rate ("IBR") by applying a portfolio approach based on lease terms.
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 5 and Note 9 to our Consolidated Financial Statements." Incremental Borrowing Rate and Accounting for Leases In determining the present value of our operating lease ROU assets and lease liabilities, we estimate an incremental borrowing rate ("IBR") by applying a portfolio approach based on lease terms.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part IV, Item 15, "Exhibits and Financial Statement Schedule—Consolidated Financial Statements." For our discussion and analysis of our financial condition and results of operations for the year ended December 31, 2021 compared to the year ended December 31, 2020, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2021 Form 10-K .
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part IV, Item 15, "Exhibits and Financial Statement Schedule—Consolidated Financial Statements." For our discussion and analysis of our financial condition and results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2022 Form 10-K .
We are required to apply judgment when determining whether or not indications of impairment exist. The determination of the occurrence of a triggering event is based on our knowledge of the hospitality industry, historical experience, location of the property or properties, market conditions, and specific information available at the time of the assessment.
We are required to apply judgment when determining whether or not impairment indicators exist. The determination of the occurrence of a triggering event is based on our knowledge of the hospitality industry, historical experience, location of the property or properties, market conditions, and specific information available at the time of the assessment.
If a position does not meet the more likely than not standard, the benefit cannot be recognized. Assumptions, judgment, and estimates are required to determine whether the "more likely than not" standard has been met when developing the provision for income taxes.
If a position does not meet the more likely than not standard, the benefit cannot be recognized. Assumptions, judgments, and estimates are required to determine whether the "more likely than not" standard has been met when developing the provision for income taxes.
See also "—Principal Factors Affecting Our Results of Operations—Expenses" and Part I, Item 1A, "Risk Factors—Risks Related to Our Business—We are exposed to the risks resulting from significant investments in owned and leased real estate, which could increase our costs, reduce our profits, limit our ability to respond to market conditions, or restrict our growth strategy." For the years ended December 31, 2022 and December 31, 2021, 77.4% and 76.3% of our revenues, respectively, were derived from operations in the United States.
See also "—Principal Factors Affecting Our Results of Operations—Expenses" and Part I, Item 1A, "Risk Factors—Risks Related to Our Business—We are exposed to the risks resulting from significant investments in owned and leased real estate, which could increase our costs, reduce our profits, limit our ability to respond to market conditions, or restrict our growth strategy." For the years ended December 31, 2023 and December 31, 2022, 76.1% and 77.4% of our revenues, respectively, were derived from operations in the United States.
The capital required to build and maintain hotels we manage or franchise for third-party owners and franchisees is typically provided by the owner of the respective property with minimal capital required by us as the manager or franchisor.
The capital required to build and maintain hotels we manage, franchise, or provide services to for third-party owners and franchisees is typically provided by the owner of the respective property with minimal capital required by us as the manager or franchisor.
In certain instances, Hyatt has provided funding to owners for the acquisition and development of hotels that Hyatt will manage or franchise in the form of cash, debt repayment or performance guarantees, preferred equity, or mezzanine debt.
In certain instances, Hyatt has provided funding to owners for the acquisition and development of hotels that Hyatt will manage, franchise, or provide services to in the form of cash, debt repayment or performance guarantees, preferred equity, or mezzanine debt.
Growth in the number of management and franchise agreements and earnings therefrom typically results in higher overall returns on invested capital because the capital investment under a typical management or franchise agreement is not significant.
Growth in the number of management and hotel services agreements and franchise agreements and earnings therefrom typically results in higher overall returns on invested capital because the capital investment under a typical management and hotel services agreement or franchise agreement is not significant.
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Notes 7 and 9 to our Consolidated Financial Statements." Goodwill and Indefinite-Lived Intangible Assets We evaluate goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year using balances at October 1 and at interim dates if impairment indicators exist.
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 7 and Note 15 to our Consolidated Financial Statements." Goodwill and Indefinite-Lived Intangible Assets We evaluate goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year using balances at October 1 and at interim dates if indicators of impairment exist.
We use judgment to determine whether indications of impairment exist and consider our knowledge of the hospitality industry, historical experience, location of the property, market conditions, and property-specific information available at the time of the assessment.
We use judgment to determine whether indicators of impairment exist and consider our knowledge of the hospitality industry, historical experience, location of the property, market conditions, and property-specific information available at the time of the assessment.
Changes to the significant assumptions or factors used to determine fair value, in particular assumptions related to cash flow projections, inclusive of revenue projections, and the selection of discount rates, could affect the measurement and allocation of fair value.
Changes to the significant assumptions or factors used to determine fair value, in particular, assumptions related to cash flow projections, including revenue projections, and the selection of discount rates, could affect the measurement and allocation of fair value.
As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance. Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income (loss) generated by our business.
As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance. Because of 68 Table of Contents these limitations, Adjusted EBITDA should not be considered as a measure of the income (loss) generated by our business.
The amount of any make-whole payment depends, in part, on the yield of U.S. Treasury securities with a comparable maturity to the respective Senior Notes at the date of redemption. We are in compliance with all applicable covenants under the indenture governing our Senior Notes at December 31, 2022.
The amount of any make-whole payment depends, in part, on the yield of U.S. Treasury securities with a comparable maturity to the Senior Notes at the date of redemption. We are in compliance with all applicable covenants under the indenture governing our Senior Notes at December 31, 2023.
Contract terms within these agreements limit our exposure, and therefore, we are unable to reasonably estimate our maximum potential future payments under these guarantees. We also enter into debt repayment guarantees with respect to certain unconsolidated hospitality ventures and certain managed or franchised hotels.
Contract terms within certain management and hotel services agreements limit our exposure, and therefore, we are unable to reasonably estimate our maximum potential future payments under these guarantees. We also enter into debt repayment guarantees with respect to certain unconsolidated hospitality ventures and certain managed or franchised hotels.
Contractual Obligations Our significant contractual obligations at December 31, 2022 include debt, finance and operating lease obligations, purchase obligations, and other commitments, primarily related to deferred compensation plan liabilities.
Contractual Obligations Our significant contractual obligations at December 31, 2023 include debt, finance and operating lease obligations, purchase obligations, and other commitments, primarily related to deferred compensation plan liabilities.
The financial covenant is measured quarterly. Our outstanding Senior Notes do not contain a corresponding financial covenant or a requirement that we maintain certain financial ratios. Letters of Credit We issue letters of credit either under our revolving credit facility as discussed above or directly with financial institutions.
Our outstanding Senior Notes do not contain a corresponding financial covenant or a requirement that we maintain certain financial ratios. Letters of Credit We issue letters of credit either under the revolving credit facility as discussed above or directly with financial institutions.
Our President and Chief Executive Officer, who is our chief operating decision maker ("CODM"), also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in part, by assessing the Adjusted EBITDA of each segment.
Our President and Chief Executive Officer, who is our CODM, also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in part, by assessing the Adjusted EBITDA of each segment.
We believe Net Financed Contracts is useful to investors as it represents an estimate of future cash flows due in accordance with contracts signed in the current period. At December 31, 2022, the Net Financed Contract balance not recorded on our consolidated balance sheet was $186 million.
We believe Net Financed Contracts is useful to investors as it represents an estimate of future cash flows due in accordance with contracts signed in the current period. At December 31, 2023, the Net Financed Contract balance not recorded on our consolidated balance sheet was $253 million.
Property expenses include property taxes, repairs and maintenance, rent, and insurance. Distribution and destination management expenses. Consists of expenses related to our ALG Vacations business, primarily costs directly related to the selling of travel products and services such as various distribution expenses, including charter air expenses, credit card fees, commissions, and destination management cost of sales.
Property expenses include property taxes, repairs and maintenance, rent, and insurance. Distribution and destination management expenses. Consists of expenses related to our ALG Vacations business, primarily costs directly related to the selling of travel products and services such as various distribution expenses, including chartered air expenses, credit card fees, commission expenses, and destination management cost of sales.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 7 to our Consolidated Financial Statements" for additional information. Asset impairments.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 7 to our Consolidated Financial Statements" for additional information.
Recent Transactions Affecting Our Liquidity and Capital Resources During the years ended December 31, 2022 and December 31, 2021, various transactions impacted our liquidity.
Recent Transactions Affecting Our Liquidity and Capital Resources During the years ended December 31, 2023 and December 31, 2022, various transactions impacted our liquidity.
Our debt repayment guarantee commitments include $52 million that expire within the next 12 months and $238 million that expire thereafter. C ertain of the underlying debt agreements have extension periods which are not reflected in the aforementioned figures.
Our debt repayment guarantee commitments include $268 million that expire within the next 12 months and $72 million that expire thereafter. C ertain of the underlying debt agreements have extension periods which are not reflected in the aforementioned figures.
Historically, changes in estimates used in the impairment assessment process have not resulted in material impairment charges in subsequent periods as a result of changes made to those estimates.
Historically, changes in estimates used in the impairment assessment process 91 Table of Contents have not resulted in material impairment charges in subsequent periods as a result of changes made to those estimates.
When an indicator of impairment exists, judgment is also required in determining the assumptions and estimates to use within the recoverability analysis and when calculating the fair value of the asset or asset group, if applicable. 89 Table of Conten t s Changes in economic and operating conditions impacting these estimates and judgments could result in impairments to our long-lived assets in future periods.
When an indicator of impairment exists, judgment is also required in determining the assumptions and estimates to use within the recoverability analysis and when calculating the fair value of the asset or asset group, if applicable. 92 Table of Contents Changes in economic and operating conditions impacting these estimates and judgments could result in impairments to our long-lived assets in future periods.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Investment Commitments Our investment commitments represent our commitment, under certain conditions, to lend, provide certain consideration to, or invest in various business ventures. At December 31, 2022, we expect to fund commitments of $110 million within the next 12 months and $260 million thereafter.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Investment Commitments Our investment commitments represent our commitment, under certain conditions, to lend, provide certain consideration to, or invest in various business ventures. At December 31, 2023, we expect to fund commitments of $135 million within the next 12 months and $342 million thereafter.
During periods of increasing demand, we do not share fully in the incremental profits of hotel operations for hotels we manage for third-party owners as our fee arrangements generally include a base amount that is, typically, a percentage of revenue from the subject hotel and an incentive fee that is, typically, a percentage of hotel 64 Table of Conten t s profits after satisfying certain financial return thresholds to be earned by the owner, depending on the structure and terms of the management agreement.
During periods of increasing demand, we do not share fully in the incremental profits of 66 Table of Contents hotel operations for hotels we manage for third-party owners as our fee arrangements generally include a base amount that is, typically, a percentage of revenue from the subject hotel and an incentive fee that is, typically, a percentage of hotel profits (in certain circumstances, after satisfying certain financial return thresholds to be earned by the owner), depending on the structure and terms of the management and hotel services agreement.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Surety and Other Bonds Surety and other bonds issued on our behalf were $47 million at December 31, 2022 and are generally off-balance sheet arrangements. These primarily relate to our insurance programs, taxes, licenses, construction liens, and utilities for our lodging operations.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Surety and Other Bonds Surety and other bonds issued on our behalf were $253 million at December 31, 2023 and are generally off-balance sheet arrangements. These primarily relate to our insurance programs, litigation, taxes, licenses, liens, and utilities for our lodging operations.
We define consolidated Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA based on our ownership percentage of each owned and leased venture, adjusted to exclude the following items: • interest expense; • benefit (provision) for income taxes; • depreciation and amortization; • amortization of management and franchise agreement assets and performance cure payments, which constitute payments to customers ("Contra revenue"); • revenues for the reimbursement of costs incurred on behalf of managed and franchised properties; • costs incurred on behalf of managed and franchised properties that we intend to recover over the long term; • equity earnings (losses) from unconsolidated hospitality ventures; • stock-based compensation expense; • gains (losses) on sales of real estate and other; • asset impairments; and • other income (loss), net We calculate consolidated Adjusted EBITDA by adding the Adjusted EBITDA of each of our reportable segments and eliminations to corporate and other Adjusted EBITDA.
We define consolidated Adjusted EBITDA as net income (loss) attributable to Hyatt 67 Table of Contents Hotels Corporation plus our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA based on our ownership percentage of each owned and leased venture, adjusted to exclude the following items: • interest expense; • benefit (provision) for income taxes; • depreciation and amortization; • amortization of management and hotel services agreement and franchise agreement assets and performance cure payments, which constitute payments to customers ("Contra revenue"); • revenues for the reimbursement of costs incurred on behalf of managed and franchised properties; • costs incurred on behalf of managed and franchised properties that we intend to recover over the long term; • equity earnings (losses) from unconsolidated hospitality ventures; • stock-based compensation expense; • gains (losses) on sales of real estate and other; • asset impairments; and • other income (loss), net.
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 8 to our Consolidated Financial Statements." At December 31, 2022, we had $337 million of total operating lease liabilities recorded on our consolidated balance sheet. A 1% decrease in our estimated IBR would increase our total operating lease liabilities by approximately $ 25 million .
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 8 to our Consolidated Financial Statements." At December 31, 2023, we had $314 million of total operating lease liabilities recorded on our consolidated balance sheet. A 1% decrease in our estimated IBR would increase our total operating lease liabilities by approximately $23 million.
At December 31, 2022 and December 31, 2021, 51.4% and 53.6% of our long-lived assets, respectively, were located in the United States. We report our consolidated operations in U.S. dollars. Amounts are reported in millions, unless otherwise noted.
At December 31, 2023 and December 31, 2022, 51.9% and 51.4% of our long-lived assets, respectively, were located in the United States. We report our consolidated operations in U.S. dollars. Amounts are reported in millions, unless otherwise noted.
At December 31, 2022, $660 million of our outstanding debt will mature within the next 12 months. We believe we will have adequate liquidity to repay or refinance our current debt obligations.
At December 31, 2023, $751 million of our outstanding debt will mature within the next 12 months. We believe we will have adequate liquidity to repay or refinance our current debt obligations.
Compared to 2021, group bookings production increased at our Americas full service managed hotels, including owned and leased hotels, and business transient demand continued to improve, particularly in the Americas management and franchising segment. Competition. The hospitality industry is highly competitive. Increased supply can put significant pressure on ADR at our properties as well as those of our competitors.
Compared to 2022, group bookings production increased at our Americas full service managed hotels, including our owned and leased hotels, and business transient demand continued to improve. Competition. The hospitality industry is highly competitive. Increased supply can put significant pressure on ADR at our properties as well as those of our competitors.
We had $263 million and $276 million in letters of credit issued directly with financial institutions outstanding at December 31, 2022 and December 31, 2021, respectively. At December 31, 2022, these letters of credit, which mature on various dates through 2024, had weighted-average fees of approximately 153 basis points.
We had $256 million and $263 million in letters of credit issued directly with financial institutions outstanding at December 31, 2023 and December 31, 2022, respectively. At December 31, 2023, these letters of credit, which mature on various dates through 2024, had weighted-average fees of approximately 159 basis points.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Other Indebtedness and Future Debt Maturities Excluding $3,091 million of Senior Notes, all other third-party indebtedness was $22 million, net of $15 million of unamortized discounts and deferred financing fees, at December 31, 2022.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Other Indebtedness and Future Debt Maturities Excluding $3,035 million of Senior Notes, all other third-party indebtedness was $21 million, net of $13 million of unamortized discounts and deferred financing fees, at December 31, 2023.
Reflects the expenses of our consolidated owned and leased hotels. Expenses to operate our hotels include rooms expenses, food and beverage costs, other support costs, and property expenses. Rooms expenses generally includes compensation costs or third-party service cost for housekeeping, laundry, and front desk staff and 70 Table of Conten t s supply costs for guest room amenities and laundry.
Reflects the expenses of our consolidated owned and leased hotels. Expenses to operate our hotels include rooms expenses, food and beverage costs, other support costs, and property expenses. Rooms expenses generally includes compensation costs or third-party service costs for housekeeping, laundry, and front desk staff and 72 Table of Contents supply costs for guest room amenities and laundry.
These reimbursed costs relate primarily to payroll at managed properties where we are the employer, as well as reimbursements for costs incurred related to system-wide services and the loyalty program operated on behalf of owners.
Represents revenues for the reimbursement of costs incurred on behalf of third-party owners and franchisees. These reimbursed costs relate primarily to payroll at managed properties where we are the employer, as well as reimbursements for costs incurred related to system-wide services and the loyalty program operated on behalf of owners.
Represents revenues derived from fees earned from hotels and residential units managed worldwide, usually under long-term management agreements; franchise fees received in connection with the franchising of our brands, usually under long-term franchise agreements; termination fees; license fees received in connection with the licensing of the Hyatt brand names through our co-branded credit card programs and vacation ownership properties; and fees from marketing services provided to certain ALG resorts.
Represents revenues derived from fees earned from hotels and residential units managed worldwide, usually under long-term management and hotel services agreements; franchise fees received in connection with the franchising of our brands, usually under long-term franchise agreements; termination fees; license fees received in connection with the licensing of the Hyatt brand names through our co-branded credit card programs and vacation units; fees from hotel services provided to certain ALG resorts; and commission fees related to Mr & Mrs Smith.
Such repurchases or exchanges, if any, will depend on 82 Table of Conten t s prevailing market conditions, restrictions in our existing or future financing arrangements, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.
Such repurchases or exchanges, if any, will depend on prevailing market conditions, restrictions in our existing or future financing arrangements, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.
Our revolving credit facility is intended to provide financing for working capital and general corporate purposes, including commercial paper backup and permitted investments and acquisitions. At December 31, 2022 and December 31, 2021, we had no loan balance outstanding under the revolving credit facility or our prior revolving credit facility.
Our revolving credit facility is intended to provide financing for working capital and general corporate purposes, including commercial paper backup and permitted investments and acquisitions. At both December 31, 2023 and December 31, 2022, we had no loan balance outstanding.
Comparable Hotels "Comparable system-wide hotels" represents all properties we manage or franchise, including owned and leased properties, that are operated for the entirety of the periods being compared and that have not sustained substantial damage, business interruption, or undergone large-scale renovations during the periods being compared. Comparable system-wide hotels also excludes properties for which comparable results are not available.
Comparable Hotels "Comparable system-wide hotels" represents all properties we manage, franchise, or provide services to, including owned and leased properties, that are operated for the entirety of the periods being compared and that have not sustained substantial damage, business interruption, or undergone large-scale renovations during the periods being compared.
Generally, tangible assets acquired include property and equipment, and intangible assets acquired may include management and franchise agreement intangibles, brand intangibles, customer relationship intangibles, or goodwill in a business combination.
Generally, tangible assets acquired include property and equipment, and intangible assets acquired may include management and hotel services agreement and franchise agreement intangibles, brand intangibles, customer relationships intangibles, other intangibles, or goodwill in a business combination.
Net Package RevPAR is a commonly used performance measure in our industry. Net Financed Contracts Net Financed Contracts represent Unlimited Vacation Club contracts signed during the period for which an initial cash down payment has been received and the remaining balance is contractually due in monthly installments over an average term of less than 4 years.
Net Financed Contracts Net Financed Contracts represent Unlimited Vacation Club contracts signed during the period for which an initial cash down payment has been received and the remaining balance is contractually due in monthly installments over an average term of less than 4 years.
We may be required to take additional impairment charges to reflect potential future declines in our asset and/or investment values. Acquisitions, divestitures, and significant renovations From time to time, we may acquire businesses to support our long-term growth strategy. We also routinely acquire, divest, or undertake large-scale renovations of hotel properties.
In the future, we may be required to take additional impairment charges if there are declines in our asset and/or investment fair values. Acquisitions, dispositions, and significant renovations From time to time, we may acquire businesses to support our long-term growth strategy. We also routinely acquire, dispose, or undertake large-scale renovations of hotel properties.
We may use variations of comparable system-wide hotels to specifically refer to comparable system-wide Americas full service hotels, including our wellness resorts, our select service hotels, or our all-inclusive resorts, for those properties that we manage or franchise within the Americas management and franchising segment, comparable system-wide ASPAC full service or select service hotels for those properties we manage or franchise within the ASPAC management and franchising segment, or comparable system-wide EAME/SW Asia full service or select service hotels for those properties that we manage or franchise within the EAME/SW Asia management and franchising segment.
We may use variations of comparable system-wide hotels to specifically refer to comparable system-wide Americas hotels, including our wellness resorts, or our all-inclusive resorts, for those properties that we manage, franchise, or provide services to within the Americas management and franchising segment, comparable system-wide ASPAC hotels for those properties we manage, franchise, or provide services to within the ASPAC management and franchising segment, comparable system-wide EAME hotels for those properties that we manage, franchise, or provide services to within the EAME management and franchising segment, or comparable system-wide ALG all-inclusive resorts for those properties that we manage or provide services to within the Apple Leisure Group segment.
There are limitations to using non-GAAP measures such as Adjusted EBITDA and EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do.
Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do.
Additionally, distribution and destination management expenses include compensation expenses, professional fees, sales and marketing expenses, and technology expenses. Depreciation and amortization expenses. Depreciation expenses represent non-cash depreciation of fixed assets such as buildings, furniture, fixtures, and equipment at our consolidated owned and leased hotels. Amortization expenses primarily consist of amortization of customer relationships intangibles and management and franchise agreement intangibles.
Additionally, distribution and destination management expenses include compensation expenses, professional fees, sales and marketing expenses, and technology expenses. Depreciation and amortization expenses. Depreciation expenses represent non-cash depreciation of fixed assets such as buildings, furniture, fixtures, and equipment at our consolidated owned and leased hotels and our corporate headquarters and regional offices.
During the year ended December 31, 2022, we removed two properties from the comparable ASPAC select service system-wide hotel results as one property left the portfolio and one property experienced a seasonal closure. ASPAC management and franchising segment Adjusted EBITDA.
During the year ended December 31, 2023, we removed six properties from the comparable ASPAC system-wide hotels results as three properties are undergoing significant renovations, two properties left the hotel portfolio, and one property experienced a seasonal closure. ASPAC management and franchising segment Adjusted EBITDA.
At December 31, 2022, we had $1,496 million of available borrowing capacity under our Revolving Credit Facility, net of outstanding undrawn letters of credit.
At both December 31, 2023 and December 31, 2022, we had $4 million outstanding undrawn letters of credit issued under our revolving credit facility, and reduced availability thereunder. At December 31, 2023, we had $1,496 million of borrowing capacity available under our Revolving Credit Facility, net of outstanding undrawn letters of credit.
Changes in depreciation and amortization expenses may be driven by renovations of existing properties, acquisition or development of new properties and/or businesses, or the disposition of existing properties through sale or closure. Other direct costs.
Amortization expenses primarily consist of amortization of customer relationships intangibles and management and hotel services agreement and franchise agreement intangibles. Changes in depreciation and amortization expenses may be driven by renovations of existing properties, acquisition or development of new properties and/or businesses, or the disposition of existing properties through sale or closure. Other direct costs.
The following table provides a summary of our debt to capital ratios: December 31, 2022 December 31, 2021 Consolidated debt (1) $ 3,113 $ 3,978 Stockholders' equity 3,699 3,563 Total capital 6,812 7,541 Total debt to total capital 45.7 % 52.8 % Consolidated debt (1) 3,113 3,978 Less: Cash and cash equivalents and short-term investments (1,149) (1,187) Net consolidated debt $ 1,964 $ 2,791 Net debt to total capital 28.8 % 37.0 % (1) Excludes approximately $538 million and $581 million of our share of indebtedness of our unconsolidated hospitality ventures accounted for under the equity method at December 31, 2022 and December 31, 2021, respectively, substantially all of which is non-recourse to us and a portion of which we guarantee pursuant to separate agreements.
The following table provides a summary of our debt-to-capital ratios: December 31, 2023 December 31, 2022 Consolidated debt (1) $ 3,056 $ 3,113 Stockholders' equity 3,564 3,699 Total capital 6,620 6,812 Total debt-to-total capital 46.2 % 45.7 % Consolidated debt (1) 3,056 3,113 Less: Cash and cash equivalents and short-term investments (2) (896) (1,149) Net consolidated debt $ 2,160 $ 1,964 Net debt-to-total capital 32.6 % 28.8 % (1) Excludes approximately $548 million and $538 million of our share of unconsolidated hospitality venture indebtedness at December 31, 2023 and December 31, 2022, respectively, substantially all of which is non-recourse to us and a portion of which we guarantee pursuant to separate agreements.
During the year ended December 31, 2021, we recognized $8 million of impairment charges related to intangible assets, primarily as a result of contract terminations. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 9 to our Consolidated Financial Statements" for additional information. Other income (loss), net .
During the year ended December 31, 2022, we recognized $38 million of impairment charges, of which $31 million related to intangibles assets and $7 million related to goodwill. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 9 to our Consolidated Financial Statements" for additional information. Other income (loss), net .
See "—Segment Results." Our board of directors and executive management team focus on Adjusted EBITDA as one of the key performance and compensation measures both on a segment and on a consolidated basis.
We calculate consolidated Adjusted EBITDA by adding the Adjusted EBITDA of each of our reportable segments and eliminations to corporate and other Adjusted EBITDA. See "—Segment Results." Our board of directors and executive management team focus on Adjusted EBITDA as one of the key performance and compensation measures both on a segment and on a consolidated basis.
ADR is a commonly used performance measure in our industry, and we use ADR to assess the pricing levels that we are able to generate by customer group, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described below. 67 Table of Conten t s Occupancy Occupancy represents the total number of rooms sold divided by the total number of rooms available at a hotel or group of hotels.
ADR is a commonly used performance measure in our industry, and we use ADR to assess the pricing levels that we are able to generate by customer group, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described below.
At December 31, 2022 and December 31, 2021, the Net Financed Contract balances not recorded on our consolidated balance sheet were $186 million and $133 million, respectively. 81 Table of Conten t s Corporate and other.
At December 31, 2023 and December 31, 2022, the Net Financed Contract balances not recorded on our consolidated balance sheet were $253 million and $186 million, respectively. Corporate and other.
Management uses net income (loss) to analyze the performance of our business on a consolidated basis. 65 Table of Conten t s Adjusted EBITDA and EBITDA We use the terms Adjusted EBITDA and EBITDA throughout this annual report. Adjusted EBITDA and EBITDA, as we define them, are not measures recognized under U.S. generally accepted accounting principles (GAAP).
Management uses net income (loss) to analyze the performance of our business on a consolidated basis. Adjusted EBITDA and EBITDA We use the terms Adjusted EBITDA and EBITDA throughout this annual report. Adjusted EBITDA and EBITDA, as we define them, are non-GAAP measures.
See Part I, Item 1A, "Risk Factors—Risks Related to our Business—The risks of doing business internationally, or in a particular country or region, could lower our revenues, increase our costs, reduce our profits, or disrupt our business." 72 Table of Conten t s Results of Operations Years Ended December 31, 2022 and December 31, 2021 Discussion on Consolidated Results For additional information regarding our consolidated results, refer to our consolidated statements of income (loss) included in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Consolidated Financial Statements." During the year ended December 31, 2022, consolidated results improved significantly in all segments, compared to the year ended December 31, 2021, which was negatively impacted by the COVID-19 pandemic.
See Part I, Item 1A, "Risk Factors—Risks Related to our Business—The risks of doing business internationally, or in a particular country or region, could lower our revenues, increase our costs, reduce our profits, or disrupt our business." 74 Table of Contents Results of Operations Years Ended December 31, 2023 and December 31, 2022 Discussion on Consolidated Results For additional information regarding our consolidated results, refer to our consolidated statements of income (loss) included in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Consolidated Financial Statements." See "—Segment Results" for further discussion.
Our short-term and long-term debt obligations are discussed above and in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements" and our short-term and long-term finance and operating lease obligations are discussed in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 8 to our Consolidated Financial Statements." 87 Table of Conten t s Purchase obligations at December 31, 2022 were $40 million, of which $38 million are due in the short term and $2 million are due in the long term.
Our short-term and long-term debt obligations are discussed above and in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements," and our short-term and long-term finance and operating lease obligations are discussed in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 8 to our Consolidated Financial Statements." Purchase obligations at December 31, 2023 were $15 million, which are due in the short term and primarily consist of construction and renovation commitments at certain owned hotels.
Revenues are principally affected by consumer demand, which is closely linked to economic conditions and is sensitive to business and personal discretionary spending levels.
Principal Factors Affecting Our Results of Operations Our revenues and expenses are affected by a variety of factors. Revenues are principally affected by consumer demand, which is closely linked to economic conditions and is sensitive to business and personal discretionary spending levels.
Net Package RevPAR Net Package RevPAR is the product of the net package ADR and the average daily occupancy percentage. Our management uses Net Package RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotel performance on a regional and segment basis.
Our management uses Net Package RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotel performance on a regional and segment basis. Net Package RevPAR is a commonly used performance measure in our industry.
Year Ended December 31, 2022 2021 Better / (Worse) Segment revenues Management, franchise, license, and other fees $ 85 $ 72 $ 13 18.9 % Contra revenue (2) (4) 2 34.7 % Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1) 138 96 42 43.1 % Total segment revenues $ 221 $ 164 $ 57 34.2 % (1) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.
Year Ended December 31, 2023 2022 Better / (Worse) Segment revenues Management, franchise, license, and other fees $ 90 $ 84 $ 6 7.9 % Contra revenue (13) (4) (9) (236.6) % Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1) 96 78 18 22.8 % Total segment revenues $ 173 $ 158 $ 15 9.6 % (1) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.
Revolving Credit Facility On May 18, 2022, we entered into a credit agreement with a syndicate of lenders that provides for a $1.5 billion senior unsecured revolving credit facility (the "revolving credit facility") that matures in May 2027.
Revolving Credit Facility On May 18, 2022, we entered into a credit agreement with a syndicate of lenders that provides for a $1.5 billion senior unsecured revolving credit facility (the "revolving credit facility") that matures in May 2027. The credit agreement refinanced and replaced in its entirety our Second Amended and Restated Credit Agreement dated January 6, 2014, as amended.
Obligations under these contracts are due in the short term and may be renegotiated based on customer demand. Guarantee Commitments We enter into performance guarantees with third-party owners related to certain hotels we manage, which require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels.
Guarantee Commitments We enter into performance guarantees with third-party owners related to certain hotels we manage, which require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels.
During the year ended December 31, 2022, we removed three properties from the comparable EAME/SW Asia select service system-wide hotel results as two properties left the portfolio and one property converted from franchised to managed. EAME/SW Asia management and franchising segment Adjusted EBITDA.
During the year ended December 31, 2023, we removed three properties from the comparable EAME system-wide hotels results as two properties left the hotel portfolio and one property underwent a significant renovation. EAME management and franchising segment Adjusted EBITDA.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements." Interest rates on outstanding borrowings are based on, at our option, either an adjusted Secured Overnight Financing Rate ("Adjusted Term SOFR") or an alternate base rate, with margins in each case based on our credit rating or, in certain circumstances, our credit rating and leverage ratio. 86 Table of Conten t s Borrowings under our revolving credit facility bear interest, at our option, at either one, three, or six month Adjusted Term SOFR plus a margin ranging from 0.775% to 1.250% per annum, or the alternative base rate plus a margin ranging from 0.000% to 0.250% per annum, in each case depending on our credit rating by any of S&P, Moody's or Fitch or, in certain circumstances, our credit rating and leverage ratio.
Borrowings under our revolving credit facility bear interest, at our option, at either one, three, or six month Adjusted Term SOFR plus a margin ranging from 0.775% to 1.250% per annum, or the alternative base rate plus a margin ranging from 0.000% to 0.250% per annum, in each case depending on our credit rating by any of S&P, Moody's or Fitch or, in certain circumstances, our credit rating and leverage ratio.
See "—Sources and Uses of Cash." Sources and Uses of Cash Year Ended December 31, 2022 2021 Cash provided by (used in): Operating activities $ 674 $ 315 Investing activities 416 (1,772) Financing activities (1,106) 1,288 Effect of exchange rate changes on cash 18 (3) Net increase (decrease) in cash, cash equivalents, and restricted cash $ 2 $ (172) Cash Flows from Operating Activities Cash provided by operating activities increased $359 million in the year ended December 31, 2022, compared to the year ended December 31, 2021, due to strong performance across the portfolio.
See "—Sources and Uses of Cash." Sources and Uses of Cash Year Ended December 31, 2023 2022 Cash provided by (used in): Operating activities $ 800 $ 674 Investing activities (365) 416 Financing activities (578) (1,106) Effect of exchange rate changes on cash (2) 18 Cash and cash equivalents reclassified to assets held for sale (3) — Net increase (decrease) in cash, cash equivalents, and restricted cash $ (148) $ 2 Cash Flows from Operating Activities Cash provided by operating activities increased $126 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, due to strong performance across the portfolio and a decrease in cash paid for interest, partially offset by an increase in cash paid for taxes.
Represents expenses primarily related to direct costs associated with the Unlimited Vacation Club paid membership program, our residential management operations for our condominium units, and our co-branded credit card programs. Selling, general, and administrative expenses.
Represents expenses primarily related to direct costs associated with the Unlimited Vacation Club paid membership program, the Destination Residential Management business, which was sold during the year ended December 31, 2023, and our co-branded credit card programs. Selling, general, and administrative expenses.
Under these performance guarantees, we may be required to fund up to $27 million within the next 12 months and up to $93 million thereafter. We acquired certain management agreements in the ALG Acquisition with performance guarantees based on annual performance levels.
Under these performance guarantees, we may be required to fund up to $30 million within the next 12 months and up to $74 million 90 Table of Contents thereafter. Through acquisitions, we acquired certain management and hotel services agreements with performance guarantees based on annual performance levels.
Third-party owners and franchisees are required to fund these capital expenditures for the properties they own in accordance with the terms of the applicable management or franchise agreement.
The hospitality industry is a capital-intensive business that requires significant amounts of capital expenditures to develop, maintain, and renovate properties. Third-party owners and franchisees are required to fund these capital expenditures for the properties they own in accordance with the terms of the applicable management and hotel services agreement or franchise agreement.
We believe that our cash position, short-term investments, cash from operations, borrowing capacity under our revolving credit facility, and access to the capital markets will be adequate to meet all of our funding requirements and capital deployment objectives in both the short term and long term.
During the year ended December 31, 2023, we returned $453 million of capital to our stockholders through share repurchases, and we paid $47 million of quarterly dividends. 85 Table of Contents We believe that our cash position, short-term investments, cash from operations, borrowing capacity under our revolving credit facility, and access to the capital markets will be adequate to meet all of our funding requirements and capital deployment objectives in both the short term and long term.
Overview At December 31, 2022, our hotel portfolio consisted of 1,263 hotels (304,108 rooms), including: • 471 managed properties (142,181 rooms), all of which we operate under management and hotel services agreements with third-party property owners; • 598 franchised properties (100,609 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties; • 121 all-inclusive resorts (38,060 rooms), including 107 owned by third parties (33,628 rooms) and 8 owned by a third party in which we hold common shares (3,153 rooms) operated under management or marketing services agreements, and 6 operating leased properties (1,279 rooms); • 23 owned properties (10,187 rooms), 1 finance leased property (171 rooms), and 4 operating leased properties (1,697 rooms), all of which we manage; • 21 managed properties and 2 franchised properties owned or leased by unconsolidated hospitality ventures (7,567 rooms); and • 22 franchised properties (3,636 rooms) that are operated by an unconsolidated hospitality venture in connection with a master license agreement by Hyatt, 5 of these properties (1,106 rooms) are leased by the unconsolidated hospitality venture.
Overview At December 31, 2023, our hotel portfolio consisted of 1,335 hotels (322,141 rooms), including: • 485 managed properties (145,664 rooms), all of which we operate under management and hotel services agreements with third-party owners; • 639 franchised properties (109,922 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties; • 124 all-inclusive resorts (41,427 rooms), including 110 owned by third parties (36,999 rooms) and operated under management and hotel services agreements, 8 owned by a third party in which we hold common shares (3,153 rooms) and operated under franchise agreements, and 6 operating leased properties (1,275 rooms); • 23 owned properties (10,162 rooms), 1 finance leased property (171 rooms), and 4 operating leased properties (1,697 rooms), all of which we manage; • 22 managed properties and 2 franchised properties owned or leased by unconsolidated hospitality ventures (7,636 rooms); and • 35 franchised properties (5,462 rooms) operated by an unconsolidated hospitality venture in connection with a master license agreement by Hyatt; 6 of these properties (1,246 rooms) are leased by the unconsolidated hospitality venture.
Senior Notes The table below sets forth the outstanding principal balance of our various series of senior unsecured notes (collectively, the "Senior Notes") at December 31, 2022, as described in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements." Interest on the outstanding Senior Notes is payable semi-annually. 85 Table of Conten t s Outstanding principal amount $700 million senior unsecured notes maturing in 2023—1.300% $ 656 $750 million senior unsecured notes maturing in 2024—1.800% 746 $450 million senior unsecured notes maturing in 2025—5.375% 450 $400 million senior unsecured notes maturing in 2026—4.850% 400 $400 million senior unsecured notes maturing in 2028—4.375% 399 $450 million senior unsecured notes maturing in 2030—5.750% 440 Total Senior Notes $ 3,091 In the indenture that governs the Senior Notes, we agreed not to: • create any liens on our principal properties, or on the capital stock or debt of our subsidiaries that own or lease principal properties, to secure debt without also effectively providing that the Senior Notes are secured equally and ratably with such debt for so long as such debt is so secured; or • enter into any sale and leaseback transactions with respect to our principal properties.
Outstanding principal amount $750 million senior unsecured notes maturing in 2024—1.800% $ 746 $450 million senior unsecured notes maturing in 2025—5.375% 450 $400 million senior unsecured notes maturing in 2026—4.850% 400 $600 million senior unsecured notes maturing in 2027—5.750% 600 $400 million senior unsecured notes maturing in 2028—4.375% 399 $450 million senior unsecured notes maturing in 2030—5.750% 440 Total Senior Notes $ 3,035 88 Table of Contents In the indenture that governs the Senior Notes, we agreed not to: • create any liens on our principal properties, or on the capital stock or debt of our subsidiaries that own or lease principal properties, to secure debt without also effectively providing that the Senior Notes are secured equally and ratably with such debt for so long as such debt is so secured; or • enter into any sale and leaseback transactions with respect to our principal properties.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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We offset the gains and losses on our foreign currency forward contracts with gains and losses related to our intercompany loans and transactions, such that there is a negligible effect on net income (loss).
We offset the gains and losses on our foreign currency forward contracts with gains and losses related to our intercompany loans and transactions, such that there is a negligible effect on our net income (loss).
In certain situations, we seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements to hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged.
In certain situations, we seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged.
We intend to offset the gains and losses related to our third-party debt and intercompany transactions with gains or losses on our foreign currency forward contracts such that there is a negligible effect on net income (loss).
We intend to offset the gains and losses related to our third-party debt and intercompany transactions with gains or losses on our foreign currency forward contracts such that there is a negligible effect on our annual net income (loss).
We enter into derivative financial arrangements to the extent they meet the objectives described above, and we do not use derivatives for trading or speculative purposes. At December 31, 2022, we were a party to hedging transactions, including the use of derivative financial instruments, as discussed below.
We enter into derivative financial arrangements to the extent they meet the objectives described above, and we do not use derivatives for trading or speculative purposes. At December 31, 2023, we were a party to hedging transactions, including the use of derivative financial instruments, as discussed below.
We enter into interest rate derivative transactions from time to time, including interest rate swaps and interest rate locks, in order to maintain a level of exposure to interest rate variability that we deem acceptable. At December 31, 2022 and December 31, 2021, we did not hold any interest rate swap or interest rate lock contracts.
We enter into interest rate derivative transactions from time to time, including interest rate swaps and interest rate locks, in order to maintain a level of exposure to interest rate variability that we deem acceptable. At both December 31, 2023 and December 31, 2022, we did not hold any interest rate swap or interest rate lock contracts.
At December 31, 2022, a hypothetical 10% change in foreign currency exchange rates would result in an immaterial change in the fair value of the hedging instruments.
At December 31, 2023, a hypothetical 10% change in foreign currency exchange rates would result in an immaterial change in the fair value of the hedging instruments.
The U.S. dollar equivalents of the notional amount of the outstanding forward contracts, which relate to intercompany transactions, with terms of less than one year, were $155 million and $184 million at December 31, 2022 and December 31, 2021, respectively.
The U.S. dollar equivalents of the notional amount of the outstanding forward contracts, which relate to intercompany transactions, with terms of less than one year were $142 million and $155 million at December 31, 2023 and December 31, 2022, respectively.
For the years ended December 31, 2022, December 31, 2021, and December 31, 2020, the effects of these derivative instruments resulted in $18 million of net gains, $6 million of net gains, and $9 million of net losses, respectively, recognized in other income (loss), net on our consolidated statements of income (loss).
During the years ended December 31, 2023, December 31, 2022, and December 31, 2021, the effects of these derivative instruments resulted in $6 million of net losses, $18 million of net gains, and $6 million of net gains, respectively, recognized in other income (loss), net on our consolidated statements of income (loss).
(3) Includes Grand Hyatt Rio de Janeiro loan, which had an 8.02% interest rate at December 31, 2022. 91 Table of Conten t s Foreign Currency Exposures and Exchange Rate Instruments We transact business in various foreign currencies and utilize foreign currency forward contracts to offset our exposure associated with the fluctuations of certain foreign currencies.
(2) Average interest rate at December 31, 2023. (3) Includes Grand Hyatt Rio de Janeiro loan, which had an 8.02% interest rate at December 31, 2023. Foreign Currency Exposures and Exchange Rate Instruments We transact business in various foreign currencies and utilize foreign currency forward contracts to offset our exposure associated with the fluctuations of certain foreign currencies.
At December 31, 2022, we had $1 million of liabilities recorded in accrued expenses and other current liabilities, and at December 31, 2021, we had $2 million of assets recorded in prepaids and other assets on our consolidated balance sheet related to derivative instruments.
At both December 31, 2023 and December 31, 2022, we had $1 million of liabilities recorded in accrued expenses and other current liabilities on our consolidated balance sheet related to derivative instruments.
The following table sets forth the contractual maturities and the total fair values at December 31, 2022 for our financial instruments materially affected by interest rate risk: Maturities by Period 2023 2024 2025 2026 2027 Thereafter Total carrying amount (1) Total fair value Fixed-rate debt $ 656 $ 746 $ 450 $ 400 $ — $ 840 $ 3,092 $ 2,976 Average interest rate (2) 3.58 % Floating-rate debt (3) $ 4 $ 4 $ 4 $ 4 $ 4 $ 9 $ 29 $ 30 Average interest rate (2) 8.01 % (1) Excludes $7 million of finance lease obligations and $15 million of unamortized discounts and deferred financing fees.
The following table sets forth the contractual maturities and the total fair values at December 31, 2023 for our financial instruments materially affected by interest rate risk: Maturities by Period 2024 2025 2026 2027 2028 Thereafter Total carrying amount (1) Total fair value (1) Fixed-rate debt $ 746 $ 450 $ 400 $ 600 $ 399 $ 440 $ 3,035 $ 3,032 Average interest rate (2) 4.42 % Floating-rate debt (3) $ 4 $ 4 $ 4 $ 4 $ 4 $ 8 $ 28 $ 30 Average interest rate (2) 8.02 % (1) Excludes $6 million of finance lease obligations and $13 million of unamortized discounts and deferred financing fees.
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(2) Average interest rate at December 31, 2022.

Other H 10-K year-over-year comparisons