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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 — 2023 vs 2024

Top changes in Hyatt Hotels Corp's 2024 10-K

631 paragraphs added · 589 removed · 485 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

114 edited+26 added−35 removed85 unchanged
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.
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.
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.
We believe the Company's insurance policies, as well as those maintained by third-party owners and franchisees, including hospitality ventures, are adequate for foreseeable losses and on terms and conditions that are reasonable and customary with solvent insurance carriers. We also self-insure some of our risks generally through the use of deductibles and retentions.
We believe our insurance policies, as well as those maintained by third-party owners and franchisees, including hospitality ventures, are adequate for foreseeable losses and on terms and conditions that are reasonable and customary with solvent insurance carriers. We also self-insure some of our risks generally through the use of deductibles and retentions.
In these two-tier fee structures, tier one base compensation is a fee that is usually an agreed-upon percentage of gross revenues from hotel operations, and tier two is an incentive fee that is typically calculated as a percentage of a hotel profitability measure, such as gross operating profit, adjusted profit, or the amount by which gross operating profit or adjusted profit exceeds a specified threshold.
In these two-tier fee structures, tier one is a base fee that is usually an agreed-upon percentage of gross revenues from hotel operations, and tier two is an incentive fee that is typically calculated as a percentage of a hotel profitability measure, such as gross operating profit, adjusted profit, or the amount by which gross operating profit or adjusted profit exceeds a specified threshold.
Certain of our franchise agreements have renewal options at Hyatt's option, generally triggered if the franchisee has failed to exercise its renewal option. Certain of our franchise agreements have renewal options upon the mutual agreement of the parties. We have the right to terminate franchise agreements upon specified events of default, including non-payment of fees and non-compliance with brand standards.
Certain of our franchise agreements have renewal options at Hyatt's option, generally triggered if the franchisee has failed to exercise its renewal option, or upon the mutual agreement of the parties. We have the right to terminate franchise agreements upon specified events of default, including non-payment of fees and non-compliance with brand standards.
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.
We believe our businesses are conducted in substantial compliance with applicable laws and regulations. Human Capital Resources and Corporate Responsibility Commitment Our purpose—we care for people so they can be their best—is at the heart of how we care for our guests, customers, and colleagues.
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.
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 and Peloton; or in connection with spend on the World of Hyatt co-branded consumer and business credit cards.
We manage and own hotels with casino gaming operations as part of or adjacent to such hotels, but third parties manage and operate the casino operations. Compliance with these various laws and regulations can affect the revenues and profits of our portfolio of properties and could adversely affect our operations or our reputation.
We manage hotels with casino gaming operations as part of or adjacent to such hotels, but third parties manage and operate the casino operations. Compliance with these various laws and regulations can affect the revenues and profits of our portfolio of properties and could adversely affect our operations or our reputation.
Royalty fees are typically a percentage of gross rooms revenue, typically ranging from 2.75% to 5%, or, in some cases, gross room revenue generated through Hyatt reservation and booking channels, typically 7%, or a combination of a percentage of gross rooms revenues and a percentage of gross food and beverage revenues, typically 6% of gross room revenue and 3% of gross food and beverage revenues.
Royalty fees are typically a percentage of gross rooms revenues, typically ranging from 2.75% to 5%, or, in some cases, gross room revenues generated through Hyatt reservation and booking channels, typically 7%, or a combination of a percentage of gross rooms revenues and a percentage of gross food and beverage revenues, typically 6% of gross room revenues and 3% of gross food and beverage revenues.
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 believe our owned assets provide us the opportunity to unlock additional shareholder value through dispositions that provide cash proceeds to fund additional strategic investments or provide incremental return of capital to stockholders.
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.
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 us.
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.
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 18 Table of Contents Commission ("SEC") and are incorporated by reference herein.
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.
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, customers, owners, and communities and are committed to advancing a culture of opportunity.
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.
Outside of the United States, some management and hotel services agreements have structures more dependent on hotel profitability measures, either (i) through a single management fee structure where the entire fee is based on a profitability measure or (ii) because our two-tier fee structure is more heavily weighted toward the incentive fee than the base fee.
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.
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) in all regions is 19 years for full service hotels, 22 years for select service hotels, and 11 years for all-inclusive resorts.
Grand Hyatt Grand Hyatt hotels are distinctive hotels in major gateway cities and resort destinations. With a presence around the world and critical mass in Asia, Grand Hyatt hotels provide sophisticated business and leisure travelers with elegant accommodations; extraordinary restaurants; bars; luxury spas and fitness centers; and comprehensive business and meeting facilities.
Classics Portfolio Grand Hyatt Grand Hyatt hotels are distinctive hotels in major gateway cities and resort destinations. With a presence around the world and critical mass in Asia, Grand Hyatt hotels provide sophisticated leisure and business travelers with elegant accommodations, extraordinary restaurants and bars, luxury spas and fitness centers, and comprehensive business and meeting facilities.
For additional information, see Part I, Item 1A, "Risk Factors—Risks Related to Our Business—Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business." Government Regulation We are subject to numerous foreign, federal, state, and local government laws and regulations, including those relating to employment practices, laws and regulations that govern the offer and sale of franchises, health and safety, competition, anti-bribery, and anti-corruption; the preparation and sale of food and beverages; building and zoning requirements; cybersecurity; data privacy; and general business license and permit requirements, in various jurisdictions.
For additional information, see Part I, Item 1A, "Risk Factors—Risks Related to Our Business—Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business." Government Regulation We are subject to numerous foreign, federal, state, and local government laws and regulations, including those relating to employment practices, laws and regulations that govern the offer and sale of franchises, health and safety, competition, anti-bribery, and anti-corruption, the preparation and sale of food and beverages, building and zoning requirements, cybersecurity, data privacy, data localization, the handling of personally identifiable information, and general business license and permit requirements, in various jurisdictions.
We are focused on targeting the distinct guest segments that each of our brands serves and supporting the needs of the hotels by thorough analysis and application of data and analytics. The World of Hyatt loyalty program and our digital platforms are also key components of building loyalty and driving revenue.
We are focused on targeting the distinct guest segments that each of our brands serve and supporting the needs of the hotels by thorough analysis and application of data and analytics. The World of Hyatt loyalty program and our digital platforms are also key components of building loyalty and driving revenue.
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.
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.
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 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 award-winning World of Hyatt loyalty program aims to build community and engagement with high-end travelers.
Our approach to responsible business spans fair and ethical business practices as reflected through our Code of Business Conduct and Ethics, risk management, reporting, data privacy and security, and working with other businesses—including our supplier diversity program and Supplier Code of Conduct.
Our approach to responsible business spans fair and ethical business practices as reflected through our Code of Business Conduct and Ethics, working with other businesses, including our Supplier Code of Conduct, data privacy and security, risk management, and reporting.
Our principal competitors are other operators of full service, select service, extended stay, all-inclusive, and wellness properties, including other major hospitality chains with well-established and recognized brands, as well as cruise line operators. We also compete against small chains and independent and local owners and operators. Increasingly, we face competition from new channels of distribution in the travel industry.
Our principal competitors are other operators of full service, select service, extended-stay, all-inclusive, and wellness properties, including other major hospitality chains with well-established and recognized brands, as well as cruise line operators. We also compete against smaller hotel chains and independent and local owners and operators and face competition from new distribution channels in the travel industry.
Through ongoing listening with these stakeholders, as well as annual World of Care reporting, we are able to evolve our strategy and continue to drive positive impact across communities—now and well into the future. • Caring for the Planet : We are committed to advancing environmental action so that destinations around the world are vibrant for our guests, colleagues, and communities.
Through ongoing listening with these stakeholders, as well as annual World of Care reporting, we are able to evolve our strategy and continue to drive positive impact across communities—now and well into the future. • Caring for the Planet : We are committed to advancing environmental action so destinations around the world are vibrant for our colleagues, guests, customers, owners, investors, and communities.
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, provide services to, 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.
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.
Terms and Renewals The approximate average remaining term of our management and hotel services agreements with third-party owners and consolidated and unconsolidated hospitality ventures (other than for properties currently under development) is 16 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.
World of Care In 2021, we launched World of Care, our global platform for communicating Hyatt's commitment to care for the planet, people, and responsible business. Deeply embedded across all areas of our business, our focus areas and goals reflect our continuous engagement with colleagues, guests, customers, owners, investors, and communities to understand what is important to them.
World of Care In 2021, we launched World of Care, our global platform for communicating Hyatt's commitment to care for the planet, people, and responsible business. Our focus areas and goals reflect our continuous engagement with colleagues, guests, customers, owners, investors, and communities to understand what is important to them.
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.
The 22 Table of Contents 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.
The loyalty program focuses on deepening relationships with members, driving repeat stays, guest satisfaction, recognition, and differential services and experiences for our most loyal guests. Our digital platforms are our primary distribution channels providing guests, customers, and members with an efficient source of information about our hotels, distinct brand experiences, and a seamless booking experience.
The loyalty program focuses on deepening relationships with members, driving repeat stays, guest satisfaction, recognition, and differentiated services and experiences for our most loyal guests. Our digital platforms are our primary distribution channels providing guests, customers, and members with an efficient 14 Table of Contents source of information about our hotels, distinct brand experiences, and a seamless booking experience.
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 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 the Unlimited Vacation Club business that we manage. Hyatt utilizes both proprietary and third-party booking engines, and reservations are managed through a central reservations system.
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 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 LinkedIn account (linkedin.com/company/hyatt); the Hyatt TikTok account (tiktok.com/@hyatt); the Hyatt X account (x.com/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.
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 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. • Strong Capital Base and Disciplined Financial Approach.
Certain of our hotel services agreements provide 13 Table of Contents for a single tier fee structure based upon either an agreed upon percentage of revenue generated from the hotel or a percentage of revenue in excess of an agreed upon threshold amount.
Certain of our hotel services agreements provide for a single-tier fee structure based on either an agreed-upon percentage of revenue generated from the hotel or a percentage of revenue in excess of an agreed-upon threshold amount.
This includes 17 Table of Contents providing access to personal and professional development resources and creating inclusive environments where colleagues feel a sense of belonging and care.
This includes providing access to personal and professional development resources and creating inclusive environments where colleagues feel a sense of belonging and care.
Additional sources of competition include large companies that offer online travel services as part of their business models, such as Alibaba, search engines such as Google, and 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, thereby providing an alternative to hotel rooms, such as Airbnb and Vrbo.
Additional sources of competition include large companies that offer online travel services as part of their business model, such as Alibaba, financial services providers such as credit card issuers, search engines such as Google, and 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, thereby providing an alternative to hotel rooms, such as Airbnb and Vrbo.
In addition, we reference certain sources included on our website, including our DE&I reports, in this annual report, and none of these are incorporated by reference in, or are otherwise to be regarded as part of, this annual report.
In addition, we reference certain sources included on our website in this annual report, and none of these are incorporated by reference in, or are otherwise to be regarded as part of, this annual report.
As a result of the realignment during the quarter ending March 31, 2024, a summary of our reportable segments is as follows: • Management and franchising, which consists of the provision of management, franchising, and hotel services, or the licensing of our intellectual property to, (i) our property portfolio, (ii) our co-branded credit card programs, and (iii) other hospitality-related businesses, including the Unlimited Vacation Club; • Owned and leased, which consists of our owned and leased hotel portfolio and, for purposes of owned and leased segment Adjusted EBITDA, our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA based on our ownership percentage of each venture; and • Distribution, which consists of distribution and destination management services offered through ALG Vacations and the boutique and luxury global travel platform offered through Mr & Mrs Smith.
A summary of our reportable segments is as follows: • Management and franchising, which consists of the provision of management, franchising, and hotel services, or the licensing of our intellectual property to, (i) our property portfolio, (ii) our co-branded credit card programs, and (iii) other hospitality-related businesses, including the Unlimited Vacation Club following the UVC Transaction; • Owned and leased, which consists of our owned and leased hotel portfolio and, for purposes of owned and leased segment Adjusted EBITDA, our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA based on our ownership percentage of each venture; and • Distribution, which consists of distribution and destination management services offered through ALG Vacations and the boutique and luxury global travel platform offered through Mr & Mrs Smith.
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.
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")" for our definition of Adjusted EBITDA, how we utilize it, why we present it, and material limitations on its usefulness, as well as a reconciliation of our net income (loss) attributable to Hyatt Hotels Corporation to consolidated Adjusted EBITDA for the periods presented.
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 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.
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.
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 21 Table of Contents (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.
Hyatt House Hyatt House hotels are designed to welcome short-term guests and extended stay residents. Apartment-style suites with fully equipped kitchens and separate living areas provide guests with living accommodations and the conveniences of home. Hyatt House hotels seek to keep guests comfortable with complimentary hot breakfast, H Bar food and beverage offerings, and indoor and outdoor communal spaces.
Apartment-style suites with fully-equipped kitchens and separate living areas provide guests with living accommodations and the conveniences of home. Hyatt House hotels seek to keep guests comfortable with complimentary hot breakfast, H Bar food and beverage offerings, and indoor and outdoor communal spaces.
We seek to maximize revenues in each hotel we operate through a team of revenue management professionals and also provide revenue management services to franchisees upon request. Our revenue management leaders are currently transitioning to a new propriety technology tool.
We seek to maximize revenues in each hotel we operate through a team of revenue management professionals, and we also provide revenue management services to franchisees upon request. Our revenue management leaders are currently using or transitioning to a new proprietary technology tool called Hyatt PrO.
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 .
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, 2024, World of Hyatt had approximately 53.5 million members. During 2024, member stays represented approximately 45% of total system-wide room nights, excluding our all-inclusive properties.
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.
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. 20 Table of Contents 2007 Stockholders' Agreement One investor remains party to the 2007 Stockholders' Agreement, which provides for certain rights and obligations as described below.
Hyatt Studios Hyatt Studios is Hyatt's first upper-midscale extended-stay brand and was conceived in direct collaboration with hotel developers and operators and supported by listening closely to the needs of guests. The Hyatt Studios brand distinguishes itself from other extended-stay options through efficient design and a lean operating model.
Hyatt Studios Hyatt Studios is an upper-midscale, extended-stay brand conceived in direct collaboration with hotel developers and operators and by listening closely to the needs of guests. The Hyatt Studios brand distinguishes itself through efficient design and a lean operating model.
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.
Our efforts are focused on colleague development, wellbeing, human rights, inclusion, and community engagement and volunteerism. 17 Table of Contents • 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.
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.
Reservation Systems and Global Care Centers We have a proprietary central reservation system that provides a comprehensive view of inventory, while allowing for local management of rates based on demand.
Marketing We are focused on the high-end traveler, positioning our offerings at the top of each segment that our brands operate. Our marketing strategy is designed to drive loyalty and community. Building and differentiating each of our brands is critical to increasing Hyatt's brand preference.
Marketing We are focused on the high-end traveler, positioning our offerings at the top of each segment in which our brands operate. Our marketing strategy is designed to drive loyalty and community through global, regional, field, and digital marketing efforts. Building and differentiating each of our brands is critical to increasing Hyatt's brand preference.
Through a variety of membership levels, members purchase the right to receive preferred rates, free hotel nights, discounts on spa and other hotel expenses, and special benefits with third-party travel alliances.
Through a variety of membership levels, members purchase the right to receive certain benefits which may include preferred rates on future reservations, free hotel nights, discounts on spa and other hotel offerings, and special benefits with third-party travel alliances.
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.
Unlimited Vacation Club The Unlimited Vacation Club is a paid membership program that provides its members with preferred rates and benefits exclusively at participating Hyatt branded all-inclusive resorts primarily within Latin America and the Caribbean.
Beginning in 2024, we plan to migrate to a new central reservation system, which we expect will enhance our reservation capabilities, streamline operations, and deliver a seamless and efficient experience for guests, including a faster search and booking process.
We are in the process of migrating to a new central reservation system, which we expect will enhance our reservation capabilities, streamline operations, and deliver a seamless and efficient experience for guests, including a faster search and booking process.
With the new software, colleagues will benefit from best-in-class modularity and flexibility, increased automation, and the ability to drive deeper collaboration across commercial teams. The goal of revenue management is to secure the right customers, on the right date, at the right price.
The new software is intended to allow colleagues to benefit from enhanced modularity and flexibility, increased automation and efficiency, and the ability to drive deeper collaboration across commercial teams. The goal of revenue management is to secure the right customers, on the right date, at the right price.
Approximately 18% of our employees (approximately 21% of our U.S.-based employees) were either represented by a labor union or had terms of employment that were determined under a labor agreement. We believe relations with our employees and colleagues are good.
The remaining colleagues are employed by third-party owners and franchisees of our properties. Approximately 17% of our employees (approximately 21% of our U.S.-based employees) were either represented by a labor union or had terms of employment that were determined under a labor agreement. We believe relations with our employees and colleagues are good.
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.
As one of the largest sellers of vacation packages and charter flights in the United States, 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.
Mr & Mrs Smith Mr & Mrs Smith is a boutique and luxury global travel platform offering direct booking access to a carefully curated and growing collection of over 1,500 boutique and luxury properties in some of the world's most desirable locations.
Mr & Mrs Smith Mr & Mrs Smith is a boutique and luxury global travel platform offering direct booking access to a carefully curated and growing collection of approximately 2,200 boutique and luxury properties in some of the world's most desirable locations, of which approximately 1,000 are available through hyatt.com.
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.
We compete for guests at hotels and resorts and for customers of our services based primarily on brand name recognition and reputation, location, customer satisfaction, room rates, quality of service, amenities, quality of accommodations, security, our cancellation policy, and the ability to earn and redeem loyalty program points.
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.
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.
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.
The Luxury Portfolio , includes Park Hyatt, Alila, Miraval, Impression by Secrets, and The Unbound Collection by Hyatt; the Lifestyle Portfolio , includes Andaz, Thompson Hotels, The Standard, Dream Hotels, The StandardX, Breathless Resorts & Spas, JdV by Hyatt, Bunkhouse Hotels, and Me and All Hotels; the Inclusive Collection , includes Zoëtry Wellness & Spa Resorts, Hyatt Ziva, Hyatt Zilara, Secrets Resorts & Spas, Dreams Resorts & Spas, Hyatt Vivid Hotels & Resorts, Sunscape Resorts & Spas, and Alua Hotels & Resorts; the Classics Portfolio , includes Grand Hyatt, Hyatt Regency, Destination by Hyatt, Hyatt Centric, Hyatt Vacation Club, and Hyatt; and the Essentials Portfolio , includes Caption by Hyatt, Hyatt Place, Hyatt House, Hyatt Studios, and UrCove.
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.
For the year ended December 31, 2024, revenues totaled $6,648 million, net income attributable to Hyatt Hotels Corporation totaled $1,296 million, and Adjusted EBITDA totaled $1,096 million.
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.
While we continue to provide full reservation services via telephone through these global care centers, we continue to make significant investments in internet booking capabilities as well as an online chat communication function on hyatt.com and mobile platforms.
We are also subject to various requirements, including those contained in environmental permits required for our operations, governing air emissions, effluent discharges, the use, management, and disposal of hazardous substances and wastes, and health and safety. From time to time, we may be required to manage, abate, or remove mold, lead, or asbestos-containing materials at our properties.
We are also subject to various requirements, including those contained in environmental permits required for our operations, governing air emissions, effluent discharges, the use, management, and disposal of hazardous substances and wastes, and health and safety.
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.
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, loyalty program penetration, the level of our management fees, room rate expectations, costs associated with system-wide services, including without limitation, sales and revenue management, marketing, global care centers (including reservation and customer support), digital and technology, and digital media (collectively, "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 general, our franchisees pay us an initial application fee and/or a design services fee as well as ongoing royalty fees, the amount of which depends on the brand under which the franchised property is licensed as well as the region where the property is located.
We approve the plans for, and the location of, franchised hotels and review the operation of these hotels to ensure our standards are maintained. 13 Table of Contents In general, our franchisees pay us an initial application fee and/or a design services fee as well as ongoing royalty fees, the amount of which depends on the brand under which the franchised property is licensed as well as the region where the property is located.
Intellectual Property In the highly competitive hospitality industry in which we operate, trademarks, service marks, trade names, and logos are very important in the sales and marketing of our hotels, residential and vacation units and services, our distribution and destination management services business, and our paid membership program.
Conversely, in an environment of increasing demand and room rates, the rate of increase in earnings is typically higher than the rate of increase in revenues. 16 Table of Contents Intellectual Property In the highly competitive hospitality industry in which we operate, trademarks, service marks, trade names, and logos are very important in the sales and marketing of our hotels, residential and vacation units and services, our distribution and destination management services business, and the paid membership program.
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.
We compete for franchise agreements based primarily on brand name recognition and reputation, loyalty program penetration, the room rate that can be realized, costs associated with system-wide services, and the royalty fees charged.
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.
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.
Amstar provides world-class expertise in destination services, transfers, and excursions to individuals, travel agencies, groups, corporations, tour operators, and meeting planners throughout eight countries and 30 destinations in the Americas.
The ALG Vacations business includes Amstar, a destination management business, and Trisept Solutions, a technology platform for travel merchandise and distribution. Amstar provides world-class expertise in destination services, transfers, and excursions to individuals, travel agencies, groups, corporations, tour operators, and meeting planners throughout eight countries and 39 destinations in the Americas.
The global and regional sales teams coordinate efforts with the hotel sales teams. The in- 14 Table of Contents house sales colleagues are focused on local and regional business opportunities, as well as securing business generated from our key global and regional accounts.
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. 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.
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.
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.
These resorts offer a variety of on-site activities and opportunities to experience the local culture and destination. Hyatt Ziva resorts feature a wide array of food and beverage outlets emphasizing authentic local cuisine. In addition to leisure travelers, these resorts cater to special events and business groups with varied and well-appointed indoor and outdoor meeting and event facilities.
Hyatt Ziva resorts feature a wide array of food and beverage outlets emphasizing authentic local cuisine. In addition to leisure travelers, these resorts cater to special events and business groups with varied and well-appointed indoor and outdoor meeting and event facilities. Hyatt Zilara Hyatt Zilara adult-only, all-inclusive resorts are located in sought-after resort destinations.
At December 31, 2023, we had $896 million of cash and cash equivalents and short-term investments and approximately $1.5 billion of available borrowing capacity under our credit facility.
Our approach is to maintain appropriate levels of financial leverage through industry cycles and downturns. At December 31, 2024, we had $1,383 million of cash and cash equivalents and short-term investments and approximately $1.5 billion of available borrowing capacity under our credit facility.
These resorts cater to singles, social groups, and couples looking for a balance of excitement and relaxation. Dreams Resorts & Spas Dreams Resorts & Spas are family-friendly, all-inclusive resorts located in a selection of beautiful beach destinations. Guests can participate in on-site activities, including clubs for kids.
In addition to couples and honeymooners, the resorts also cater to business groups and large leisure events with expansive and flexible settings and customized services. Dreams Resorts & Spas Dreams Resorts & Spas are family-friendly, all-inclusive resorts located in a selection of beautiful beach destinations. Guests can participate in on-site activities, including clubs for kids.
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.
Sales and Revenue Management, Marketing, and Reservation Systems and Global Care Centers 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.
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, 2025, Pritzker family business interests own, directly or indirectly, 52,008,958 shares, or 54.1%, of our total outstanding common stock and control approximately 88.8% 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, 2025, Pritzker family business interests own, directly or indirectly, 52,008,958 shares, or 54.1%, of our total outstanding common stock and control approximately 88.8% of our total voting power.
The new system is designed to make the guest search and booking process even smoother and increase visibility for property availability through flexible calendar search, an enhanced rooms rates and view, and an efficient booking process.
The new system is designed to make the guest search and booking process even smoother and increase visibility for property availability through flexible calendar search, an enhanced rooms rates and view, and an efficient booking process. We have 15 global care centers that service our global guest, customer, and loyalty member base 24 hours a day, seven days a week.
Hyatt Zilara Hyatt Zilara adult-only, all-inclusive resorts are located in sought-after resort destinations. These resorts offer a wide array of food and beverage services focusing on authentic local and global cuisines. The resorts offer premier spas, social activities, and live entertainment, as well as a variety of meeting and event spaces.
These resorts offer a wide array of food and beverage services focusing on authentic local and global cuisines. The resorts offer premier spas, social activities, and live entertainment, as well as a variety of meeting and event spaces. The resorts are designed so couples or small groups can enjoy intimate, sophisticated surroundings.
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. 21 Table of Contents 2007 Stockholders' Agreement We entered into the 2007 Stockholders' Agreement with Madrone GHC, LLC and affiliates (collectively, "Madrone"), certain funds affiliated with Goldman Sachs, and an additional investor that provides for certain rights and obligations of these stockholders, as described below.
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. 19 Table of Contents Amended and Restated Foreign Global Hyatt Agreement The trustees of the non-U.S. situs trusts for the benefit of certain lineal descendants of Nicholas J.
Destination by Hyatt The Destination by Hyatt brand is a portfolio of upper-upscale and luxury hotels, resorts, and residences that are individual yet connected by a commitment to draw on the spirit of each location.
Destination by Hyatt The Destination by Hyatt brand is a portfolio of luxury hotels and resorts that are individual, yet connected by a commitment to draw on the spirit of each location. Each property is purposefully crafted to be a place of discovery and captures the unique essence of each location through immersive discoveries, authentic design, and welcoming service.
The resorts are designed so couples or small groups can enjoy intimate, sophisticated surroundings. Zoëtry Wellness & Spa Resorts Zoëtry Wellness & Spa Resorts cater to those seeking luxury, privacy, and pampering in an all-inclusive, beachfront boutique setting. These resorts offer lavish accommodations, 24-hour concierge, gourmet cuisine, top-shelf spirits, and enrichment experiences.
Urban design meets fun cultural programming to create an engaging environment for travelers and locals. Inclusive Collection Zoëtry Wellness & Spa Resorts Zoëtry Wellness & Spa Resorts cater to those seeking luxury, privacy, and pampering in an all-inclusive, beachfront boutique setting. These resorts offer lavish accommodations, 24-hour concierge, gourmet cuisine, top-shelf spirits, and enrichment experiences.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Significant increases in the volume of sales made through third-party internet travel intermediaries could have an adverse impact on consumer loyalty to our brand and could negatively affect our revenues and profits. We expect to continue to derive most of our business from our direct channels of distribution, including our digital platforms.
Significant increases in the volume of sales made through third-party internet travel intermediaries could have an adverse impact on consumer loyalty to our brand and could negatively affect our revenues and profits. We expect to continue to derive most of our business from our direct distribution channels, including our digital platforms.
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.
Some of our management and hotel services agreements provide early termination rights to owners of the hotels we manage or provide services to 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 agreement.
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.
For example, compliance with future corporate responsibility and other climate-related legislation and regulation, and our efforts to achieve science-based emissions reduction and other 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 to the risks described in this section, several factors that could cause the price of our Class A common stock in the public market to fluctuate significantly include, among others, the following: • quarterly variations in our operating results compared to market expectations; • annual variations in our operating results compared to our guidance; • withdrawals or suspensions of our guidance; • announcements of acquisitions of or investments in other businesses and properties or dispositions; • announcements of new services or products or significant price reductions by us or our competitors; • size of our public float; • future conversions to and sales of our Class A common stock by current holders of Class B common stock in the public market, or the perception in the market that the holders of a large number of shares of Class B common stock intend to sell shares; • stock price performance of our competitors; • fluctuations in stock market prices and volumes in the United States and abroad; • low investor confidence; • default on our indebtedness or foreclosure of our properties; • changes in senior management or key personnel; • downgrades or changes in financial estimates by securities analysts or negative reports published by securities analysts about our business or the hospitality industry in general; • negative earnings or other announcements by us or other hospitality companies; • downgrades in our credit ratings or the credit ratings of our competitors; • issuances or repurchases of equity or debt securities; • a decision to pay or not to pay dividends; • cyber incidents and information technology failures; • terrorist activities or threats of such activities, civil or political unrest, or war; and • global economic, legal, and regulatory factors unrelated to our performance. 46 Table of Contents Volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above the price at which they purchased the stock.
In addition to the risks described in this section, several factors that could cause the price of our Class A common stock in the public market to fluctuate significantly include, among others, the following: • quarterly variations in our operating results compared to market expectations; • annual variations in our operating results compared to our guidance; • withdrawals or suspensions of our guidance; • announcements of acquisitions of or investments in other businesses and properties or dispositions; • announcements of new services or products or significant price reductions by us or our competitors; • size of our public float; • future conversions to and sales of our Class A common stock by current holders of Class B common stock in the public market, or the perception in the market that the holders of a large number of shares of Class B common stock intend to sell shares; • stock price performance of our competitors; • fluctuations in stock market prices and volumes in the United States and abroad; • low investor confidence; • default on our indebtedness or foreclosure of our properties; • changes in senior management or key personnel; • downgrades or changes in financial estimates by securities analysts or negative reports published by securities analysts about our business or the hospitality industry in general; • negative earnings or other announcements by us or other hospitality companies; • downgrades in our credit ratings or the credit ratings of our competitors; • issuances or repurchases of equity or debt securities; • a decision to pay or not to pay dividends; • cyber incidents and information technology failures; • terrorist activities or threats of such activities, civil or political unrest, or war; and • global economic, legal, and regulatory factors unrelated to our performance. 45 Table of Contents Volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above the price at which they purchased the stock.
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.
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 46 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.
We may experience harm to our reputation, loss of consumer confidence, or a negative impact to our results of operations as a result of an incident involving the potential safety or security of our guests, customers, or colleagues; adverse publicity regarding safety or security of travel destinations around the globe or at our competitors' properties, or in respect of our third-party vendors or owners and the industry; or any media coverage resulting therefrom.
We may experience harm to our reputation, loss of consumer confidence, or a negative impact to our results of operations as a result of an incident involving the potential safety or security of our guests, customers, colleagues, or visitors at our properties; adverse publicity regarding safety or security of travel destinations around the globe or at our competitors' properties, or in respect of our third-party vendors or owners and the industry; or any media coverage resulting therefrom.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements" for more information related to our guarantees. 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.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements" for more information related to our guarantees. We are exposed to the risks resulting from 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.
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.
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, provide services to, own, or lease may be booked through third-party internet travel intermediaries and online travel service providers.
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.
We manage, franchise, and provide services to 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.
As a result, changes in consumer demand and general business cycles can subject, and have subjected, our revenues, earnings, and results of operations to significant volatility. Uncertainty regarding the future rate and pace of economic growth in different regions of the world makes it difficult to predict future profitability levels.
As a result, changes in consumer demand and general business cycles can subject, and have subjected, our revenues, earnings, and results of operations to volatility. Uncertainty regarding the future rate and pace of economic growth in different regions of the world makes it difficult to predict future profitability levels.
When any termination notice is received, we evaluate all relevant facts and circumstances at the time in deciding whether to cure. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements" for more information related to performance test payments.
When any termination notice is received, we evaluate all relevant facts and circumstances at the time in deciding whether to cure. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements" for more information related to performance cure payments.
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.
Similarly, although we do not expect changes in interest rates to have a material effect on income or cash flows, 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.
The segments of the hospitality industry in which we operate are subject to intense competition. Our principal competitors are other operators of full service, select service, extended stay, and all-inclusive properties, including other major hospitality chains with well-established and recognized brands, as well as cruise line operators.
The segments of the hospitality industry in which we operate are subject to intense competition. Our principal competitors are other operators of full service, select service, extended-stay, all-inclusive, and wellness properties, including other major hospitality chains with well-established and recognized brands, as well as cruise line operators.
In order to comply with the Sarbanes-Oxley Act, we will need to implement or enhance internal control over financial reporting at any company we acquire, and we may identify control deficiencies that require remediation as part of our evaluation and testing of internal controls.
In order to comply with the Sarbanes-Oxley Act, we will need to implement or enhance internal control over financial reporting at any company we acquire or consolidate, and we may identify control deficiencies that require remediation as part of our evaluation and testing of internal controls.
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.
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." 47 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 costs include personnel costs, interest, rent, property taxes, insurance, and utilities, all of which may increase at a greater rate than our revenues and/or may not be able to be reduced at the same rate as declining revenues.
These costs include certain personnel costs, interest, rent, property taxes, insurance, and utilities, all of which may increase at a greater rate than our revenues and/or may not be able to be reduced at the same rate as declining revenues.
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.
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; 32 Table of Contents • 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.
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.
If our third-party owners and franchisees, including our hospitality venture partners, are unable to repay or refinance loans secured by mortgaged properties, our revenues, profits, and capital resources could be reduced and our business could be harmed.
See "—A significant number of shares of Class A common stock issuable upon conversion of Class B common stock could be sold into the market, which could depress our stock price even if our business is doing well" for additional information with respect to the lock-up provisions. 51 Table of Contents The sale of shares registered under the registration statement in the public market, or the perception that such sales may occur could reduce the trading price of our Class A common stock or impede our ability to raise future capital.
See "—A significant number of shares of Class A common stock issuable upon conversion of Class B common stock could be sold into the market, which could depress our stock price even if our business is doing well" for additional information with respect to the lock-up provisions. 50 Table of Contents The sale of shares registered under the registration statement in the public market, or the perception that such sales may occur could reduce the trading price of our Class A common stock or impede our ability to raise future capital.
Sophisticated information technology and other systems are instrumental for the hospitality industry, including systems used for our central reservations, revenue management, property management, and global loyalty program, as well as technology systems that we make available to our guests.
Sophisticated information technology and other systems are instrumental for the hospitality industry, including systems used for our central reservations, revenue management, property management, and loyalty program, as well as technology systems that we make available to our guests.
On the other hand, the voting agreements may result in our stockholders approving a transaction that would result in a change of control, if our board of directors recommends that our stockholders vote in favor of the transaction, even if you or some or all of our major stockholders believe that the transaction is not in our interests or your interests. 49 Table of Contents A significant number of shares of Class A common stock issuable upon conversion of Class B common stock could be sold into the market, which could depress our stock price even if our business is doing well.
On the other hand, the voting agreements may result in our stockholders approving a transaction that would result in a change of control, if our board of directors recommends that our stockholders vote in favor of the transaction, even if you or some or all of our major stockholders believe that the transaction is not in our interests or your interests. 48 Table of Contents A significant number of shares of Class A common stock issuable upon conversion of Class B common stock could be sold into the market, which could depress our stock price even if our business is doing well.
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.
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 hurricanes, earthquakes, tsunamis, tornadoes, 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 and healthcare, insurance, and unanticipated costs resulting from force majeure events; 25 Table of Contents • 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.
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.
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 distribution channels in the travel industry.
We may be required to hire or engage additional resources and incur substantial costs to implement the necessary new internal controls as part of our acquisition activities.
We may be required to hire or engage additional resources and incur substantial costs to implement the necessary new internal controls as part of our acquisition or investment activities.
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.
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. 41 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.
These efforts are subject to a number of risks, including: • construction delays or cost overruns, including labor and materials, that may increase project costs; • obtaining zoning, occupancy, and other required permits or authorizations; • changes in economic conditions that may result in weakened or lack of demand or negative project returns; • governmental restrictions on the size or kind of development; • multi-year urban redevelopment projects, including temporary hotel closures, that may significantly disrupt hotel profits; • force majeure events, including earthquakes, tornadoes, hurricanes, floods, wildfires, tsunamis, or pandemics; and • design defects that could increase costs.
These efforts are subject to a number of risks, including: • construction delays or cost overruns, including labor and materials, that may increase project costs; • obtaining zoning, occupancy, and other required permits or authorizations; • changes in economic conditions that may result in weakened or lack of demand or negative project returns; • governmental restrictions on the size or kind of development; 34 Table of Contents • multi-year urban redevelopment projects, including temporary hotel closures, that may significantly disrupt hotel profits; • force majeure events, including earthquakes, tornadoes, hurricanes, floods, wildfires, tsunamis, or pandemics; and • design defects that could increase costs.
Additionally, any future downgrade of our credit ratings by the rating agencies could reduce or limit our access to capital and further increase our cost of capital.
Additionally, any future downgrade of our credit ratings by the rating agencies could reduce or limit our access to the capital markets and further increase our cost of capital.
Additionally, developing new properties typically involves lengthy development periods during which significant amounts of capital must be funded before the properties begin to operate and generate revenue. If the cost of funding new development exceeds budgeted amounts and/or the time period for development is longer than initially anticipated, our profits could be reduced.
Additionally, developing new properties typically involves lengthy development periods during which significant amounts of capital must be funded before the properties begin to operate and generate revenues. If the cost of funding new development exceeds budgeted amounts and/or the time period for development is longer than initially anticipated, our profits could be reduced.
In addition, we are continually evaluating and executing new initiatives, including new brands or marketing programs. We have invested capital and resources in owned and leased real estate, property development, brand development, and brand promotion. If such initiatives are not well received by our colleagues, guests, and owners, they may not have the intended effect.
In addition, we are continually evaluating and executing new initiatives, including new brands or marketing programs for new and acquired brands. We have invested capital and resources in owned and leased real estate, property development, brand development, and brand promotion. If such initiatives are not well received by our colleagues, guests, and owners, they may not have the intended effect.
These risks include the possibility that our hospitality ventures or our partners: • go bankrupt or otherwise are unable to meet their capital contribution obligations, especially in times of adverse economic conditions; • have economic or business interests or goals that are or become inconsistent with our business interests or goals; • are in a position to take action contrary to our instructions, our requests, our policies, our objectives, or applicable laws; • subject the property to liabilities exceeding those contemplated; • take actions that reduce our return on investment; or • take actions that harm our reputation or restrict our ability to run our business.
These risks include the possibility that our hospitality ventures or our partners: • go bankrupt or otherwise are unable to meet their capital contribution obligations, especially in times of adverse economic conditions; 38 Table of Contents • have economic or business interests or goals that are or become inconsistent with our business interests or goals; • are in a position to take action contrary to our instructions, our requests, our policies, our objectives, or applicable laws; • subject the property to liabilities exceeding those contemplated; • take actions that reduce our return on investment; or • take actions that harm our reputation or restrict our ability to run our business.
Companies we acquire may not have had previous public reporting obligations and therefore may not have instituted or evaluated internal controls in the context of the Sarbanes-Oxley Act. Implementing, remediating, or enhancing effective internal controls as part of our integration of acquisitions may be time-consuming, and we may encounter difficulties assimilating or integrating internal controls.
Companies we acquire or consolidate may not have had previous public reporting obligations and therefore may not have instituted or evaluated internal controls in the context of the Sarbanes-Oxley Act. Implementing, remediating, or enhancing effective internal controls as part of our integration of acquisitions or investments may be time-consuming, and we may encounter difficulties assimilating or integrating internal controls.
We do not participate in the negotiations of collective bargaining agreements covering unionized labor employed by third-party owners and franchisees. 43 Table of Contents Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business.
We do not participate in the negotiations of collective bargaining agreements covering unionized labor employed by third-party owners and franchisees. 42 Table of Contents Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business.
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.
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 44 Table of Contents 180 days of initiating such an investigation, to determine whether sanctions should be imposed on the Company.
The continued expansion in the use and influence of social media has compounded the potential scope of negative publicity that could be generated, lead to litigation or governmental investigations, or damage our reputation. Adverse incidents have occurred in the past and may occur in the future.
The continued expansion in the use and influence of social media has compounded the potential scope of negative publicity that could be generated, lead to litigation or governmental investigations, or damage our reputation. Adverse incidents have occurred at our properties in the past and may occur in the future.
In addition, some of our distribution agreements are not exclusive, are short term, are terminable at will, or are subject to early termination provisions. The loss of distributors, increased distribution costs, or the renewal of distribution agreements on less favorable terms could adversely impact our business.
In addition, some of our distribution agreements are non-exclusive, short term, terminable at will, or subject to early termination provisions. The loss of distributors, increased distribution costs, or the renewal of distribution agreements on less favorable terms could adversely impact our business.
Acquisitions of or investments in hospitality companies, businesses, properties, brands, or assets, as well as these alliances, are subject to risks that could affect our business, including risks related to: • spending cash and incurring debt; • assuming contingent liabilities; • contributing properties or related assets to hospitality ventures that could result in recognition of losses; • creating additional transactional and operating expenses; or • issuing shares of stock that could dilute the interests of our existing stockholders.
Acquisitions of or investments in hospitality companies, businesses, properties, brands, or assets, as well as these alliances, are subject to risks that could affect our business, including risks related to: • spending cash and incurring debt; • assuming contingent liabilities; • contributing properties or related assets to hospitality ventures that could result in recognition of losses; • creating additional transaction, integration, and operating expenses; or • issuing shares of stock that could dilute the interests of our existing stockholders.
Our operations and properties are subject to extensive environmental laws and regulations of various federal, state, local, and foreign governments, including requirements addressing: • health and safety; • the use, management, storage, and disposal of hazardous substances and wastes; • discharges of waste materials into the environment, such as refuse or sewage; • water discharge and supply; • air emissions; • pollution; and • climate change.
Our operations and properties are subject to extensive environmental laws and regulations of various federal, state, local, and foreign governments, including requirements addressing: • health and safety; • the use, management, storage, and disposal of hazardous substances and wastes; • discharges of waste materials into the environment, such as refuse or sewage; • water discharge and supply; • air emissions; • pollution; and • environmental sustainability considerations, including biodiversity and climate change.
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.
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 2024 activities required to be disclosed.
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.
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.
We also rely on the general managers to run daily operations and oversee our colleagues. These general managers are trained professionals in the hospitality industry and have extensive experience in many markets worldwide. The failure to retain, train, or successfully manage our general managers, either by us or our third-party owners or franchisees, could negatively affect our operations. Item 1B.
We also rely on the general managers to run daily hotel operations and oversee our colleagues. These general managers are trained professionals in the hospitality industry and have extensive experience in many markets worldwide. The failure to retain, train, or successfully manage our general managers, either by us or our third-party owners or franchisees, could negatively affect our operations.
Any failure to implement and maintain effective internal control over 35 Table of Contents financial reporting could result in material weaknesses in our internal controls, and could result in a material misstatement of our financial statements or otherwise cause us to fail to meet our financial reporting obligations which could have an adverse effect on our business, financial condition, results of operations, or stock price.
Any failure to implement and maintain effective internal control over financial reporting could result in material weaknesses in our internal controls, and could result in a material misstatement of our financial statements or otherwise cause us to fail to meet our financial reporting obligations, which could have an adverse effect on our business, financial condition, results of operations, or stock price.
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.
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.
Negative incidents could lead to tangible adverse effects on our business, including lost sales, boycotts, reduced enrollment and/or participation in the loyalty program, or paid membership program, disruption of access to our digital platforms, loss of development opportunities, or reduced colleague retention and increased recruiting difficulties.
Negative incidents could lead to tangible adverse effects on our business, including lost sales, boycotts, reduced enrollment and/or participation in the loyalty program, or paid membership program that we manage, disruption of access to our digital platforms, loss of development opportunities, or reduced colleague retention and increased recruiting difficulties.
Furthermore, although we carry cyber insurance that is designed to protect us against certain losses related to cyber risks, that insurance 38 Table of Contents coverage may not be sufficient or available to cover all expenses or other losses that may occur, such as brand and reputational damage, loss of customers, loss of business partners, regulatory investigations, penalties and fines, legal claims brought by customers or employees, significant system or data restoration, remediation or compliance costs, and/or other liabilities that may arise in connection with cyberattacks, security compromises, and other related incidents.
Furthermore, although we carry cyber insurance that is designed to protect us against certain losses related to cyber risks, that insurance coverage may not be sufficient or available to cover all expenses or other losses that may occur, such as brand and reputational damage, loss of customers, loss of business partners, regulatory investigations, penalties and fines, legal claims brought by customers or employees, significant system or data restoration, hardware replacement, remediation or compliance costs, and/or other liabilities that may arise in connection with cyberattacks, security compromises, and other related incidents.
Similarly, we cannot assure you that we will be able to obtain financing for acquisitions or investments on attractive terms or at all, or that the ability to obtain financing will not be restricted by the terms of our revolving credit facility, our outstanding notes or bonds, or other indebtedness we may incur.
Similarly, we cannot assure you that we will be able to obtain financing for acquisitions or investments on attractive 33 Table of Contents terms or at all, or that the ability to obtain financing will not be restricted by the terms of our revolving credit facility, our outstanding notes or bonds, or other indebtedness we may incur.
Some of 44 Table of Contents these laws make each covered person responsible for all of the costs involved, even if more than one person may have been responsible for the contamination.
Some of 43 Table of Contents these laws make each covered person responsible for all of the costs involved, even if more than one person may have been responsible for the contamination.
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.
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.
If the insurance that we, our third-party owners, hospitality ventures, franchisees, or licensees carry does not sufficiently cover damage or other potential losses or liabilities involving properties that we own, lease, manage, or franchise, our profits could be reduced.
If the insurance that we, our third-party owners, hospitality ventures, franchisees, or licensees carry does not sufficiently cover damage or other potential losses or liabilities involving properties that we own, lease, manage, franchise, or provide services to, our profits could be reduced.
If the volume of sales made through internet travel intermediaries continues to increase, consumers may develop stronger loyalties to these intermediaries rather than to our brands, our distribution costs could increase significantly, and our business revenues and profits could be harmed.
If the volume of sales made through internet travel intermediaries continues to increase, consumers may develop stronger loyalties to 27 Table of Contents these intermediaries rather than to our brands, our distribution costs could increase significantly, and our business revenues and profits could be harmed.
We cannot assure you that any of our current arrangements will continue or that we will be able to enter into future arrangements, renew agreements, or enter into new agreements in the future on terms that are as favorable to us as those that exist today.
We cannot assure you that any of our current arrangements will continue or that we will be 31 Table of Contents able to enter into future arrangements, renew agreements, or enter into new agreements in the future on terms that are as favorable to us as those that exist today.
Additionally, if one or more of the financial institutions that support our revolving credit facility fail, we may not be able to find a replacement, which would reduce the availability of funds that we can borrow under the facility.
Additionally, if one or more of 35 Table of Contents the financial institutions that support our revolving credit facility fail, we may not be able to find a replacement, which would reduce the availability of funds that we can borrow under the facility.
The World of Hyatt loyalty program is a platform for engagement with our most loyal guests, providing increased benefits and recognition as they continue to engage with Hyatt. We believe World of Hyatt will continue to develop loyalty by fostering personal relationships and creating emotional connections that inspire brand preference.
The World of Hyatt loyalty program is an experience platform for engagement with our most loyal guests and customers, providing increased benefits and recognition as they continue to engage with Hyatt. We believe World of Hyatt will continue to develop loyalty by fostering personal relationships and creating emotional connections that inspire brand preference.
Additional sources of competition include large companies that offer online travel services as part of their business model, such as Alibaba, search engines such as Google, and peer-to-peer inventory sources that allow travelers to book stays on websites that facilitate the short-term rental of homes and apartments from their owners, thereby providing an alternative to hotel rooms, such as Airbnb and Vrbo.
Additional sources of competition include large companies that offer online travel services as part of their business model, such as Alibaba, financial services providers such as credit card issuers, search engines such as Google, and peer-to-peer inventory sources that allow travelers to book stays on websites that facilitate the short-term rental of homes and apartments from their owners, thereby providing an alternative to hotel rooms, such as Airbnb and Vrbo.
Third-party developers, property owners, and franchisees are focused on maximizing the value of their investment and working with a management company or franchisor that can help them be successful.
Third-party developers, 30 Table of Contents property owners, and franchisees are focused on maximizing the value of their investment and working with a management company or franchisor that can help them be successful.
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.
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 delays, matters related to data privacy, data localization, and the handling of personally identifiable information or other matters; and • preserving the important licensing, distribution, marketing, owner, customer, labor, and other relationships of the acquired assets.
Some of our competitors also have significantly more members participating in their loyalty programs or paid vacation programs which may enable them to attract more customers and more effectively retain such guests.
Some of our competitors also have significantly more members participating in their loyalty programs which may enable them to attract more customers and more effectively retain such guests.
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.
If our third-party 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.
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).
The rest of the restricted securities, consisting of 51,242,183 shares of Class B common stock, together with 766,775 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).
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.
In addition, a portion of our expenses associated with managing, franchising, providing services to, licensing, owning, or leasing hotels as well as residential and vacation units are fixed.
In addition, 748,087 shares of our Class 50 Table of Contents A common stock were reserved for issuance under the Hyatt Hotels Corporation Second Amended and Restated Employee Stock Purchase Plan ("ESPP"), 1,169,195 shares of our Class A common stock remained available for issuance pursuant to the Amended and Restated Hyatt Corporation Deferred Compensation Plan ("DCP"), and 300,000 shares of Class A common stock remained available for issuance pursuant to the Hyatt International Hotels Retirement Plan, commonly known as the Field Retirement Plan ("FRP").
In addition, 695,210 shares of our Class A common stock were reserved for issuance under the Hyatt Hotels Corporation Second Amended and Restated Employee Stock Purchase Plan ("ESPP"), 1,169,195 shares of our Class A common stock remained available for issuance pursuant to the 49 Table of Contents Amended and Restated Hyatt Corporation Deferred Compensation Plan ("DCP"), and 300,000 shares of Class A common stock remained available for issuance pursuant to the Hyatt International Hotels Retirement Plan, commonly known as the Field Retirement Plan ("FRP").
Hurricanes, earthquakes, tsunamis, tornadoes, droughts, wildfires, and other man-made or natural disasters, as well as the spread or fear of the spread of contagious diseases in locations where we own, lease, manage, or franchise significant properties and areas of the world from which we draw a large number of guests, could cause a decline in the level of business and leisure travel in certain regions or as a whole and reduce the demand for lodging, which may adversely affect our financial condition 27 Table of Contents and operating performance.
Hurricanes, earthquakes, tsunamis, tornadoes, droughts, wildfires, and other man-made or natural disasters, as well as the spread or fear of the spread of contagious diseases in locations where we own, lease, manage, franchise, or provide services to significant properties and areas of the world from which we draw a large number of guests, could cause property damage or a decline in the level of business and leisure travel in certain regions or as a whole and reduce the demand for lodging, which may adversely affect our financial condition and operating performance.
Similarly, if we cannot access the capital we need to fund our operations or implement our growth strategy, we may need to postpone or cancel planned renovations or developments, which could impair our ability to compete effectively and harm our business.
Similarly, if we cannot access the capital we need to fund our operations or implement our growth strategy, we may need to postpone or cancel planned renovations or developments of our owned or leased properties, which could impair our ability to compete effectively and harm our business.
See Part I, Item 1, "Business—Stockholder Agreements—2007 Stockholders' Agreement." Another 3,896 shares of Class A common stock that are deemed restricted securities are otherwise eligible to be sold at any time.
See Part I, Item 1, "Business—Stockholder Agreements—2007 Stockholders' Agreement." Another 22,253 shares of Class A common stock that are deemed restricted securities are otherwise eligible to be sold at any time.
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, which may adversely affect our financial condition and results of operations .
Risks relating to natural or man-made disasters, weather and climate-related events, contagious diseases, terrorist activity, and war could reduce the demand for lodging, which may adversely affect our financial condition and results of operations .
The current economic environment has caused credit markets to experience significant disruption severely reducing liquidity and credit availability, and could continue to result in, difficulties for certain third-party owners and franchisees to obtain commercially viable financing. Such disruptions may diminish the ability and desire of existing and potential development partners to access capital necessary to develop properties.
Credit markets have, and may continue, to experience significant disruption severely reducing liquidity and credit availability which has in the past, and could continue to, result in difficulties for certain third-party owners and franchisees to obtain commercially viable financing. Such disruptions may diminish the ability and desire of existing and potential development partners to access capital necessary to develop properties.
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.
While we have reduced the proportion of our earnings from owned and leased properties significantly since 2017, 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.
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.
Over the long term, we expect our international operations will continue to account for an increasing portion of our total revenues and rooms. 28 Table of Contents 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 fire, life, and safety, 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.
Some of our existing development pipeline may not be developed into new hotels or may not open on the anticipated timeline, which could materially adversely affect our growth prospects. At December 31, 2023, our executed contract base consisted of approximately 650 hotels, or approximately 127,000 rooms.
Some of our existing development pipeline may not be developed into new hotels or may not open on the anticipated timeline, which could materially adversely affect our growth prospects. At December 31, 2024, our executed contract base consisted of approximately 720 hotels, or approximately 138,000 rooms.
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.
Regulations related to the Unlimited Vacation Club business that we manage 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.
Similarly, the cost of funding renovations and capital improvements may exceed budgeted amounts. Additionally, the timing of renovations and capital improvements can affect, and historically has affected, property performance, including occupancy and ADR, particularly if we need to close a significant number of rooms or other facilities, such as ballrooms, meeting spaces, or restaurants.
Similarly, the cost of funding renovations and capital improvements may exceed budgeted amounts. Additionally, the timing of renovations and capital improvements has in the past, and could in the future, affect property performance, including occupancy and ADR, particularly if we need to close a significant number of rooms or other facilities, such as ballrooms, meeting spaces, or restaurants.
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.
In addition, at January 31, 2025, the stockholders party to the 2007 Stockholder's Agreement beneficially own, in the aggregate, approximately 4.2% of our outstanding Class B common stock, representing approximately 3.9% of the total voting power of our outstanding common stock.
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.
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, loyalty program penetration, the level of our management fees, room rate expectations, costs associated with 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.
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.
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, franchise, and license fee revenues we are able to generate from our managed and franchised properties, strategic alliances, and the Unlimited Vacation Club paid membership program, and decrease the demand for vacation packages sold through ALG Vacations.
Subsequent to November 4, 2024, and assuming no further sales, all of the 9,245,902 shares originally registered for resale on the May 2023 shelf registration statement will continue to be eligible to be sold pursuant to the May 2023 shelf registration statement.
Subsequent to November 4, 2025, and assuming no further sales, 8,811,255 of the 9,245,902 shares originally registered for resale on the May 2023 shelf registration statement will continue to be eligible to be sold pursuant to the May 2023 shelf registration statement.
Unlimited Vacation Club memberships are sold onsite at ALG resorts and other select locations, and the failure to maintain good relationships with third-party owners to continue selling Unlimited Vacation Club memberships onsite and negotiate other favorable sales locations could have a material adverse effect on the success and future growth of the Unlimited Vacation Club membership program.
Unlimited Vacation Club memberships are sold onsite at our participating all-inclusive resorts and other select locations, and our inability to manage and maintain good relationships with third-party owners to continue selling Unlimited Vacation Club memberships onsite and negotiate other favorable sales locations could have a material adverse effect on the success and future growth of the Unlimited Vacation Club membership program.
At January 31, 2024, 44,450,764 shares of Class A common stock are freely tradable in the public market without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act") unless these shares are held by any of our "affiliates," as that term is defined in Rule 144 under the Securities Act ("Rule 144").
At January 31, 2025, 42,662,820 shares of Class A common stock are freely tradable in the public market without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act") unless these shares are held by any of our "affiliates," as that term is defined in Rule 144 under the Securities Act ("Rule 144").
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.
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 meet stakeholder expectations 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; circular economy; biodiversity and natural capital; geopolitical crises; philanthropy and support for local communities; and corporate governance.
Beginning in 2024, we will migrate to a new central reservation system, which we expect to be able to facilitate a more efficient booking process for our hotels; however, we may experience delays or system interruptions in connection with the migration over the course of 2024.
We are in the process of migrating to a new central reservation system, which we expect to be able to facilitate a more efficient booking process for our hotels; however, we may experience delays or system interruptions in connection with the migration over the course of 2025.
We include our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA in our consolidated Adjusted EBITDA regardless of whether the cash flow of those ventures is, or can be, distributed to us. Indebtedness Risks Our indebtedness exposes us to a variety of financial and operational risks.
We include our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA in our consolidated Adjusted EBITDA regardless of whether the cash flow of those ventures is, or can be, distributed to us.
Further, we are required to assess the effectiveness of the internal control over financial reporting for companies we acquire pursuant to the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act").
Further, we are required to assess the effectiveness of the internal control over financial reporting for companies we acquire or that are consolidated in our financial reporting pursuant to the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act").

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Item 1C. Cybersecurity. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information, including guest information. We design and assess our security program using an internally-developed risk management framework based on recognized industry security standards.
Item 1C. Cybersecurity. Cybersecurity Risk Management and Strategy We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information, including guest and colleague information. We design and assess our security program using an internally-developed risk management framework based on recognized industry security standards.
Our CISO and cybersecurity department personnel are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through various means, which include briefings with internal security personnel and external consultants and information from governmental, private, and industry threat intelligence sources, as well as through alerts and reports produced by security tools and technologies deployed in and around the information technology environment. 54 Table of Contents
Our CISO and the personnel of our cybersecurity and information technology governance departments are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents through various means, which include briefings with internal security personnel and external consultants and information from governmental, private, and industry threat intelligence sources, as well as through alerts and reports produced by security tools and technologies deployed in and around the information technology environment. 53 Table of Contents
In addition, our cybersecurity department provides reporting to our Risk Council that is led by our Senior Vice President of Internal Audit and is comprised of certain members of management from diverse functional areas and business units, including risk, finance, legal, accounting, tax, operations, cybersecurity, privacy, human resources, and environmental sustainability.
In addition, our cybersecurity and information technology governance departments provide reporting to our Risk Council that is led by our Senior Vice President of Internal Audit and is comprised of certain members of management from diverse functional areas and business units, including risk, finance, legal, accounting, tax, operations, cybersecurity, privacy, human resources, and environmental sustainability.
Key elements of our cybersecurity risk management program includes: • a cybersecurity department principally responsible for (i) our cybersecurity risk assessment, management, and compliance processes, (ii) development and maintenance of our security controls, and (iii) our monitoring for and response to cybersecurity incidents; • engagements with external professionals and internal subject matter experts designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology environment, including, but not limited to risk and compliance assessments, security scanning and testing, and periodic updating of our risk management framework; • the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls, including, but not limited to cybersecurity tools and technology, cybersecurity services, threat intelligence information, professional services consulting, and contract staff augmentation; • training of our employees in cybersecurity awareness and payment card compliance and additional training for cybersecurity personnel, software developers, and senior management in cybersecurity-related topics including, but not limited to, incident response, secure software development, and training commensurate with job responsibilities; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management program designed to evaluate the cybersecurity capabilities of new and existing centrally-managed vendors based on their criticality to our business and risk profile.
Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas. 51 Table of Contents Key elements of our cybersecurity risk management program include: • cybersecurity and information technology governance departments principally responsible for (i) our cybersecurity risk assessment, management, and compliance processes, (ii) development and maintenance of our security controls, and (iii) our monitoring for and response to cybersecurity incidents; • engagements with external professionals and internal subject matter experts designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology environment, including, but not limited to risk and compliance assessments, security scanning and testing, and periodic updating of our risk management framework; • the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls, including, but not limited to cybersecurity tools and technology, cybersecurity services, threat intelligence information, professional services consulting, and contract staff augmentation; • training of our employees in cybersecurity awareness and payment card compliance and additional training for cybersecurity personnel, software developers, and senior management in cybersecurity-related topics including, but not limited to, incident response, secure software development, and training commensurate with job responsibilities; • a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and • a third-party risk management program designed to evaluate the cybersecurity capabilities of new and existing centrally managed vendors based on their criticality to our business and risk profile.
Our cybersecurity department, comprised of various levels of management and led by our CISO, is responsible for assessing and managing our material risks from cybersecurity threats. The cybersecurity department has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants and suppliers.
Our cybersecurity department, comprised of various levels of management and led by our CISO, is responsible for assessing and managing our material risks from cybersecurity threats. The cybersecurity and information technology governance departments have primary responsibility for our overall cybersecurity risk management program and supervise both our internal cybersecurity personnel and our retained external cybersecurity consultants and suppliers.
The Risk Council periodically reports to the board of directors and the Audit Committee regarding the Company's risk management processes and procedures . 53 Table of Contents Our CISO and cybersecurity department collectively possess relevant expertise in cybersecurity architecture, engineering, governance, risk management, and compliance, operations, vulnerability management, third party risk management, threat intelligence, and cloud security areas.
Our CISO and cybersecurity and information technology governance departments collectively possess relevant expertise in cybersecurity architecture, engineering, governance, risk management, and compliance, operations, vulnerability 52 Table of Contents management, third-party risk management, threat intelligence, and cloud security areas.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use recognized standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. 52 Table of Contents Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.
This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use recognized standards as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
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The Risk Council periodically reports to the board of directors and the Audit Committee regarding the Company's risk management processes and procedures .

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, 2023.
Item 2. Properties. The following table sets forth a description of each owned or leased property in our portfolio of properties at December 31, 2024.
(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.
(8) Excludes six UrCove hotels where we own a 49% interest in an unconsolidated hospitality venture that is the operating lessee. 55 Table of Contents Below is a summary of our managed, franchised, and owned and leased system-wide hotels and all-inclusive resorts by geography for all periods presented.
(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.
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, 2024, we lease approximately 262,000 square feet.
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.
Property Location Rooms Owned and leased hotels Andaz West Hollywood (1) West Hollywood, CA 240 Hyatt Centric The Pike Long Beach (2) Long Beach, CA 138 Hyatt Grand Central New York (2) New York, NY 1,298 Hyatt Place Atlanta / Buckhead (3) Atlanta, GA 171 Hyatt Regency Baltimore Inner Harbor (2) Baltimore, MD 488 Hyatt Regency Irvine Irvine, CA 516 Hyatt Regency Long Beach (2) Long Beach, CA 531 Hyatt Regency Phoenix Phoenix, AZ 693 Hyatt Regency San Francisco (1) San Francisco, CA 821 Miraval Arizona Resort and Spa Tucson, AZ 145 Miraval Austin Resort and Spa Austin, TX 117 Miraval Berkshires Resort and Spa Lenox, MA 121 Park Hyatt Chicago Chicago, IL 182 Park Hyatt New York New York, NY 211 United States 5,672 Grand Hyatt Rio de Janeiro Rio de Janeiro, Brazil 436 Grand Hyatt São Paulo São Paulo, Brazil 467 Hyatt Place Macaé Macaé, Brazil 141 Hyatt Place Sao Jose do Rio Preto São José do Rio Preto, Brazil 152 Americas (excluding United States) 1,196 Andaz London Liverpool Street (4) London, England 267 Hyatt Place Amsterdam Airport (1) Amsterdam, Netherlands 330 Hyatt Regency Cologne (1) Cologne, Germany 306 Park Hyatt Paris-Vendôme Paris, France 156 Europe 1,059 Owned and leased all-inclusive resorts (5) Alua Atlántico Golf Resort Tenerife, Spain 410 Alua Calas de Mallorca Resort (1) Mallorca, Spain 474 Alua Illa de Menorca (1) Menorca, Spain 228 AluaSoul Menorca (1) Menorca, Spain 133 AluaSoul Orotava Valley Tenerife, Spain 202 AluaSun Cala Antena (1) Mallorca, Spain 334 AluaSun Far Menorca (1) Menorca, Spain 34 AluaSun Mediterraneo (1) Menorca, Spain 72 Alua Tenerife Tenerife, Spain 438 Europe 2,325 Total owned and leased hotels and all-inclusive resorts (6) 10,252 54 Table of Contents Property Location Rooms Ownership (7) Unconsolidated hospitality venture hotels Caption by Hyatt Beale Street Memphis Memphis, TN 136 50 % Hyatt Centric Buckhead Atlanta Atlanta, GA 218 50 % Hyatt Centric Center City Philadelphia Philadelphia, PA 332 40 % 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 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 519 40 % Hyatt Regency Miami (2) Miami, FL 615 50 % United States 3,972 Andaz Mayakoba Resort Riviera Maya Playa del Carmen, Mexico 214 40 % Americas (excluding United States) 214 Andaz Vienna Am Belvedere Vienna, Austria 303 50 % Park Hyatt Milan Milan, Italy 108 30 % Europe 411 Andaz Bali Bali, Indonesia 149 10 % Andaz Delhi (2) New Delhi, India 401 39 % Grand Hyatt Bali Bali, Indonesia 636 10 % Grand Hyatt Mumbai Hotel & Residences Mumbai, India 548 39 % Hyatt Place Hampi (2) Bellary, India 115 39 % Hyatt Raipur Raipur, India 105 39 % Hyatt Regency Ahmedabad Ahmedabad, India 269 39 % Hyatt Regency Bali Bali, Indonesia 373 10 % Hyatt Regency Lucknow Lucknow, India 205 39 % Asia Pacific (excluding Greater China) 2,801 Total unconsolidated hospitality venture hotels (8) 7,398 (1) Property is accounted for as an operating lease and we own a 100% interest in the entity that is the operating lessee.
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.
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 Cancún, Mexico; Chandler, AZ; Coral Gables, FL; Franklin Park, IL; Gurgaon, India; Hong Kong, People's Republic of China; Melbourne, Australia; Moore, OK; New York, NY; Omaha, NE; Palma de Mallorca, Spain; Shenzhen, China; Tokyo, Japan; and Zurich, Switzerland.
(2) Our ownership interest in the property is subject to a third-party ground lease on the land. (3) Property is accounted for as an operating lease. (4) We own a 100% interest in the entity that is the operating lessee.
(2) Our ownership interest in the property is subject to a third-party ground lease on the land. (3) Property is accounted for as a finance lease. (4) Our ownership interest is derived through a long leasehold interest in the hotel building, with a nominal annual rental payment.
(5) Our ownership interest is derived through a long leasehold interest in the hotel building, with a nominal annual rental payment. (6) Property is accounted for as a finance lease. (7) Certain resorts in Europe operate under a hybrid all-inclusive model, which includes various all-inclusive package options as well as rooms-only options.
(5) Certain resorts in Europe operate under a hybrid all-inclusive model, which includes various all-inclusive package options as well as rooms-only options. (6) We have a 100% ownership interest in all owned hotels and all-inclusive resorts. (7) Unless otherwise indicated, ownership percentages include both the property and the underlying land.
Removed
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.
Added
December 31, 2024 Managed (1) Franchised Owned and Leased (2) Total Properties Rooms Properties Rooms Properties Rooms Properties Rooms United States 183 65,053 524 89,104 14 5,672 721 159,829 Americas (excluding United States) 35 9,655 39 6,009 4 1,196 78 16,860 Greater China 107 32,387 78 13,004 — — 185 45,391 Asia Pacific (excluding Greater China) 129 31,407 11 2,839 — — 140 34,246 Europe 51 11,863 69 11,551 4 1,059 124 24,473 Middle East & Africa 43 10,243 2 551 — — 45 10,794 System-wide hotels (3) 548 160,608 723 123,058 22 7,927 1,293 291,593 Americas (excluding United States) 90 37,916 8 3,153 — — 98 41,069 Europe (4) 42 12,314 — — 9 2,325 51 14,639 System-wide all-inclusive resorts 132 50,230 8 3,153 9 2,325 149 55,708 System-wide (5) 680 210,838 731 126,211 31 10,252 1,442 347,301 Mr & Mrs Smith (6) 1,031 36,347 Hyatt Vacation Club 22 1,997 Residential 43 5,174 December 31, 2023 Managed (1) Franchised Owned and Leased (2) Total Properties Rooms Properties Rooms Properties Rooms Properties Rooms United States 170 61,319 510 86,151 18 9,278 698 156,748 Americas (excluding United States) 33 9,329 36 5,660 5 1,555 74 16,544 Greater China 101 30,988 52 9,718 — — 153 40,706 Asia Pacific (excluding Greater China) 115 30,195 11 2,954 — — 126 33,149 Europe 47 11,171 66 11,012 5 1,197 118 23,380 Middle East & Africa 41 9,937 1 250 — — 42 10,187 System-wide hotels (3) 507 152,939 676 115,745 28 12,030 1,211 280,714 Americas (excluding United States) 70 25,588 8 3,153 — — 78 28,741 Europe (4) 40 11,411 — — 6 1,275 46 12,686 System-wide all-inclusive resorts 110 36,999 8 3,153 6 1,275 124 41,427 System-wide (5) 617 189,938 684 118,898 34 13,305 1,335 322,141 Hyatt Vacation Club 22 1,997 Residential 39 4,407 56 Table of Contents December 31, 2022 Managed (1) Franchised Owned and Leased (2) Total Properties Rooms Properties Rooms Properties Rooms Properties Rooms United States 165 60,897 488 80,445 18 9,303 671 150,645 Americas (excluding United States) 34 9,358 33 5,283 5 1,555 72 16,196 Greater China 95 28,559 31 5,499 — — 126 34,058 Asia Pacific (excluding Greater China) 109 29,368 8 2,636 — — 117 32,004 Europe 49 11,578 61 10,493 5 1,197 115 23,268 Middle East & Africa 40 9,627 1 250 — — 41 9,877 System-wide hotels (3) 492 149,387 622 104,606 28 12,055 1,142 266,048 Americas (excluding United States) 62 21,543 10 3,882 — — 72 25,425 Europe (4) 43 11,356 — — 6 1,279 49 12,635 System-wide all-inclusive resorts 105 32,899 10 3,882 6 1,279 121 38,060 System-wide (5) 597 182,286 632 108,488 34 13,334 1,263 304,108 Hyatt Vacation Club 22 2,383 Residential 39 4,522 (1) Includes properties that the Company manages or provides services to.
Removed
(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.
Added
(2) Figures do not include unconsolidated hospitality ventures. (3) Figures do not include all-inclusive properties. (4) Certain resorts in Europe operate under a hybrid all-inclusive model, which includes various all-inclusive package options as well as rooms-only options. (5) Figures do not include vacation and certain residential units.
Added
(6) Represents unaffiliated Mr & Mrs Smith properties available through hyatt.com, which are not reflected in the system-wide figures above. At December 31, 2024, the Mr & Mrs Smith platform included 2,251 properties and approximately 105,000 rooms that pay commissions through our distribution segment revenues.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed3 unchanged
See Part IV, Item 15, "Exhibits and Financial Statement Schedules—Note 14 and Note 15 to our Consolidated Financial Statements" for more information related to tax and legal contingencies.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 14 and Note 15 to our Consolidated Financial Statements" for more information related to tax and legal contingencies, respectively. 57 Table of Contents

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

24 edited+9 added−5 removed11 unchanged
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
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. 61 Table of Contents Part II
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.
Bottarini served as the Controller - Development at Essex 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.
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.
Each of the executive officers is elected by and serves at the pleasure of the board of directors. Name Age Position Thomas J. Pritzker 74 Executive Chairman of the Board Mark S.
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 Vice President, Hotel Finance—Asia 59 Table of Contents 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.
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.
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.
Prior to his current role, Mr. Udell was the Senior Vice President, Operations for the GOC. Mr. Udell has also served as Senior Vice President—Operations, Asia Pacific, where he was responsible for overseeing the operation of all hotels within the region. Prior to that, Mr.
Udell has also served as Senior Vice President—Operations, Asia Pacific, where he was responsible for overseeing the operation of all hotels within the region. Prior to that, 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.
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.
Udell held senior management positions in Hyatt properties in Bangkok, Seoul, Hong Kong, and Tokyo, including as the opening General Manager of Park Hyatt Tokyo and General Manager of Grand Hyatt Hong Kong. He began his career with Hyatt as a Corporate Management Trainee at Hyatt Regency Singapore in 1982. Mr.
Udell held senior management positions in Hyatt properties in Bangkok, Seoul, Hong Kong, and Tokyo, including as the opening General Manager of Park Hyatt Tokyo and General Manager of Grand Hyatt Hong Kong. He began his career with Hyatt as a Corporate Management Trainee at Hyatt Regency Singapore in 1982. 60 Table of Contents Mark R.
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.
Item 4. Mine Safety Disclosures. Not applicable. 58 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 13, 2025. Also included below is biographical information relating to each of the Company's executive officers.
Bottarini is responsible for the global finance function, including financial reporting, planning, treasury, tax, investor relations, internal audit, asset management, and procurement. Ms. Bottarini previously served as the Company's Senior Vice President, Finance—Americas from 2016 to 2018. Prior to that position, Ms.
Joan Bottarini was appointed Executive Vice President, Chief Financial Officer in November 2018. In this role, Ms. Bottarini is responsible for the global finance function, including financial reporting, planning, treasury, tax, investor relations, internal audit, asset management, and procurement. Ms. Bottarini previously served as the Company's Senior Vice President, Finance—Americas from 2016 to 2018. Prior to that position, Ms.
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.
He also serves on the Executive Committee of the American Hotel & Lodging Association, the Executive Committee of the Board of Directors of World Business Chicago, and the Board of Trustees of the Aspen Institute. Mr.
He served as a Director of TransUnion Corp., a credit reporting service company, until June 2010 and as Chairman of Marmon Holdings, Inc. until March 2014. Mr.
Pritzker served as a Director of Royal Caribbean Cruises Ltd. until May 2020. He served as a Director of TransUnion Corp., a credit reporting service company, until June 2010 and as Chairman of Marmon Holdings, Inc. until March 2014. Mr.
Vondrasek oversees global sales, revenue management, distribution strategy, corporate marketing, brands, communications, digital, consumer insights, and analytics, global property and guest services, information technology, and the World of Hyatt loyalty platform. He is also charged with integrating and scaling new business opportunities, products, and services. Mr.
Vondrasek was appointed Executive Vice President, Chief Commercial Officer in March 2018. In this role, Mr. Vondrasek oversees global sales, revenue management, distribution strategy, corporate marketing, brands, communications, digital, consumer insights, and analytics, global care centers, information technology, and the World of Hyatt loyalty platform. He is also charged with integrating and scaling new business opportunities, products, and services. Mr.
Vondrasek joined Hyatt in September 2017 with 15 years of hospitality leadership experience at Starwood Hotels and Resorts, where he most recently served in a similar role as Senior Vice President, Commercial Services Officer.
Vondrasek joined Hyatt in September 2017 with 15 years of hospitality leadership experience at Starwood Hotels and Resorts, where he most recently served in a similar role as Senior Vice President, Commercial Services Officer. 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. Mr.
In 2006, he became Senior Vice President of Field Operations for the Central Region, and in 2009, he became Senior Vice President, Operations for North America. David Udell was appointed Executive Vice President, Group President—ASPAC in July 2014. Mr. Udell is responsible for overseeing hotels in Greater China, East and Southeast Asia, the Indian subcontinent, and Oceania.
In 2006, he became Senior Vice President of Field Operations for the Central Region, and in 2009, he became Senior Vice President, Operations for North America. David Udell was appointed Executive Vice President, Group President—Asia Pacific in July 2014. Mr.
Prior to that, Mr. Águila founded Alua Hotels and Resorts, a Spanish hotel group of all-inclusive and leisure properties and served as Chief Executive Officer until the company was acquired by ALG in 2019. Previously, he served as Chief Operating Officer at Orizonia Corporation, a tour operator in Spain.
Most recently, he served as Group President, AMResorts Europe and Global Strategy at ALG, which became part of Hyatt in 2021. Prior to that, Mr. Águila founded Alua Hotels and Resorts, a Spanish hotel group of all-inclusive and leisure properties and served as Chief Executive Officer until the company was acquired by ALG in 2019.
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.
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. Egan 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.
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.
Hoplamazian 61 President, Chief Executive Officer and Director (Principal Executive Officer) Javier Águila 49 Executive Vice President, Group President—EAME Joan Bottarini 53 Executive Vice President, Chief Financial Officer (Principal Financial Officer) James K. Chu 61 Executive Vice President, Chief Growth Officer Margaret C.
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.
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. Effective March 1, 2025, Mr. Águila will also serve as President, Inclusive Collection, leading Hyatt's global all-inclusive portfolio.
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.
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. Pritzker is Executive Chairman of The Pritzker Organization, LLC ("TPO"), the principal financial and investment advisor to certain Pritzker family business interests. Mr.
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.
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.
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.
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. Sears was appointed Executive Vice President, Group President—Americas in September 2014. Mr.
Before starting his career in the hospitality and travel sector Mr. Águila worked for more than 10 years in private equity and management consulting at The Carlyle Group, McKinsey & Company, and Booz Allen Hamilton. Joan Bottarini was appointed Executive Vice President, Chief Financial Officer in November 2018. In this role, Ms.
Previously, he served as Chief Operating Officer at Orizonia Corporation, a vertically integrated travel group in Spain. Before starting his career in the hospitality and travel sector Mr. Águila worked for more than 10 years in private equity and management consulting at The Carlyle Group, McKinsey & Company, and Booz Allen Hamilton.
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.
Vondrasek 57 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. Pritzker served as our Chief Executive Officer from August 2004 to December 2006. Mr.
Removed
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.
Added
Egan 55 Executive Vice President, General Counsel and Secretary Amar Lalvani 50 Executive Vice President, President & Creative Director, Lifestyle Malaika L. Myers 57 Executive Vice President, Chief Human Resources Officer Peter J. Sears 60 Executive Vice President, Group President—Americas David Udell 64 Executive Vice President, Group President—Asia Pacific Mark R.
Removed
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.
Added
Egan held a series of increasingly responsible positions at Hyatt. Prior to entering the hospitality industry, Ms.
Removed
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.
Added
Egan serves on the Board of Directors of Sarah's Circle and ADL Midwest. Amar Lalvani was appointed Executive Vice President, President & Creative Director, Lifestyle in October 2024 following the Company's acquisition of Standard International. Mr.
Removed
Udell serves as Chairman of the Hotel, Catering and Tourism Board in Hong Kong. Mark R. Vondrasek was appointed Executive Vice President, Chief Commercial Officer in March 2018. In this role, Mr.
Added
Lalvani leads a dedicated lifestyle group headquartered in New York City that pairs Hyatt's best-in-class operational and loyalty infrastructure with distinct leadership across key functions including experience creation, design, marketing, programming, public relations, restaurants, nightlife, and entertainment. Mr.
Removed
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.
Added
Lalvani began his career in hospitality over 25 years ago at Starwood Capital Group, where he served as Assistant to Chairman Barry Sternlicht and later led Global Development for W Hotels. In 2013, Mr. Lalvani acquired The Standard brand and formed Standard International. In 2015, Mr.
Added
Lalvani led Standard International's acquisition of a majority stake in The Bunkhouse Group and he served on the Board of Directors and as CEO of both companies until 2021, guiding their strategic and creative direction, capital raising efforts, team and infrastructure development, and global expansion. Malaika L. Myers was appointed Executive Vice President, Chief Human Resources Officer in September 2017.
Added
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.
Added
Udell is responsible for overseeing operations and strategic growth of properties in Greater China, East and Southeast Asia, India and Southwest Asia, and Oceania. Prior to his current role, Mr. Udell was the Senior Vice President, Operations for the Company's Global Operations Center. Mr.
Added
Vondrasek serves on the Board of Directors of Denny's Corporation. Pursuant to our employment letter with Mr. Thomas J.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−0 removed3 unchanged
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").
The following graph compares the cumulative total stockholder return since December 31, 2019, 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. 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.
See Part IV, Item 15, "Exhibits and Financial Statements Schedule—Note 16 to our Consolidated Financial Statements" for additional information. 62 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 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.
Under the approval, we are authorized to purchase up to an additional $1,000 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.
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.
At January 31, 2025, our Class B common stock was held by 54 stockholders of record, and there were 53,512,578 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 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.
The share repurchase program does not obligate us 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, 2024, we had approximately $971 million remaining under the share repurchase program.
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, 2025, our Class A common stock was held by 25 stockholders of record, and there were 42,645,073 shares of Class A common stock outstanding.
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.
The graph assumes the value of the investment in our Class A common stock and each index was $100 at December 31, 2019 and all dividends and other distributions were reinvested. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Hyatt Hotels Corporation 100.0 83.0 107.2 101.1 146.3 176.8 S&P 500 100.0 118.4 152.3 124.7 157.5 196.9 Russell 1000 Hotel 100.0 94.8 125.1 104.5 141.3 178.8 Recent Sales of Unregistered Securities None. 63 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, 2024: 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, 2024 — $ — — $ 982,007,137 November 1 to November 30, 2024 — — — $ 982,007,137 December 1 to December 31, 2024 69,194 158.99 69,194 $ 971,005,888 Total 69,194 $ 158.99 69,194 (1) On May 8, 2024, our board of directors approved an expansion of our share repurchase program.
Added
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 16 to our Consolidated Financial Statements" for additional information.

Item 7. Management's Discussion & Analysis

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

188 edited+84 added−47 removed69 unchanged
We believe we have good relationships with our third-party owners, franchisees, and developers in all of our segments and are committed to the continued growth and development of these relationships. These relationships exist with a diverse group of owners, franchisees, and developers and are not heavily concentrated with any particular third party. Access to capital .
We believe we have good relationships with our third-party owners, franchisees, and developers in all of our segments and are committed to the continued growth and development of these relationships. These relationships exist with a diverse group of third-party owners, franchisees, and developers and are not heavily concentrated with any particular third party. Access to capital .
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.
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.
The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.
The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.
Other direct costs increased $56 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by Unlimited Vacation Club paid membership program and our co-branded credit card programs.
During the year ended December 31, 2023, other direct costs increased $56 million, compared to the year ended December 31, 2022, primarily driven by the Unlimited Vacation Club paid membership program and our co-branded credit card programs.
Interest expense. Interest expense decreased $5 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to repurchases and redemptions of certain of our Senior Notes in 2023 and 2022, offset by the issuance of senior notes in 2023.
Interest expense decreased $5 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to repurchases and redemptions of certain of our senior notes in 2023 and 2022, offset by the issuance of senior notes in 2023.
The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.
The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.
Our revolving credit facility contains a number of affirmative and restrictive covenants, including limitations on the ability to place liens on our direct or indirect subsidiaries' assets; to merge, consolidate, and dissolve; to sell assets; to engage in transactions with affiliates; to change our direct or indirect subsidiaries' fiscal year or organizational documents; to make restricted payments.
The revolving credit facility contains a number of affirmative and restrictive covenants, including limitations on the ability to place liens on our direct or indirect subsidiaries' assets; to merge, consolidate, and dissolve; to sell assets; to engage in transactions with affiliates; to change our direct or indirect subsidiaries' fiscal year or organizational documents; to make restricted payments.
We use judgment to determine whether or not there is an indication that a loss in value has occurred and whether a decline is deemed to be other than temporary, and we consider our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions, and venture-specific information available at the time of the assessment.
We use judgment to determine whether or not there is an indication that a loss in value has occurred and whether a decline is deemed to be other than temporary, and we consider our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions, and/or venture-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 the selection of discount rates, probabilities of achieving the contractual objectives, and timing of payments, could affect the fair value measurement upon acquisition and each reporting period thereafter.
Changes to the significant assumptions or factors used to determine fair value, in particular, assumptions related to the selection of discount rates, probabilities of achieving the contractual objectives, and/or timing of payments, could affect the fair value measurement upon acquisition and each reporting period thereafter.
Adjusted EBITDA excludes certain items that can vary widely across different industries and among companies within the same industry, including interest expense and benefit (provision) for income taxes, which are dependent on company specifics, including capital structure, credit ratings, tax policies, and jurisdictions in which they operate; depreciation and amortization, which are dependent on company policies including how the assets are utilized as well as the lives assigned to the assets; Contra revenue, which is dependent on company policies and strategic decisions regarding payments to hotel owners; and stock-based compensation expense, which varies among companies as a result of different compensation plans companies have adopted.
Adjusted EBITDA excludes certain items that can vary widely across different industries and among companies within the same industry, including interest expense and benefit or provision for income taxes, which are dependent on company specifics, including capital structure, credit ratings, tax policies, and jurisdictions in which they operate; depreciation and amortization, which are dependent on company policies including how the assets are utilized as well as the lives assigned to the assets; Contra revenue, which is dependent on company policies and strategic decisions regarding payments to hotel owners; and stock-based compensation expense, which varies among companies as a result of different compensation plans companies have adopted.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 7 to our Consolidated Financial Statements" for further discussion on these key transactions. Effect of foreign currency exchange rate fluctuations A significant portion of our operations are conducted in functional currencies other than our reporting currency, which is the U.S. dollar.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 4 and Note 7 to our Consolidated Financial Statements" for further discussion on these key transactions. Effect of foreign currency exchange rate fluctuations A significant portion of our operations are conducted in functional currencies other than our reporting currency, which is the U.S. dollar.
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Income Taxes Judgment is required in addressing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws, or interpretations thereof).
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 4 and Note 15 to our Consolidated Financial Statements." Income Taxes Judgment is required in addressing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws, or interpretations thereof).
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.
Comparable system-wide and Comparable owned and leased "Comparable system-wide" 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.
"Comparable owned and leased hotels" represents all properties we own or lease that are operated and consolidated for the entirety of the periods being compared and have not sustained substantial damage, business interruption, or undergone large-scale renovations during the periods being compared. Comparable owned and leased hotels also excludes properties for which comparable results are not available.
"Comparable owned and leased" represents all properties we own or lease that are operated and consolidated for the entirety of the periods being compared and have not sustained substantial damage, business interruption, or undergone large-scale renovations during the periods being compared. Comparable owned and leased also excludes properties for which comparable results are not available.
Adjusted selling, general, and administrative expenses assist us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations, both on a segment and consolidated basis.
Adjusted general and administrative expenses assist us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations, both on a segment and consolidated basis.
(2) Excludes approximately $3 million of cash and cash equivalents reclassified to assets held for sale at December 31, 2023. Capital Expenditures We routinely make capital expenditures to enhance our business. We classify our capital expenditures into maintenance and technology, enhancements to existing properties, and other.
(2) Excludes approximately $3 million of cash and cash equivalents reclassified to assets held for sale at December 31, 2023. Capital Expenditures We routinely make capital expenditures to enhance our business. We classify our capital expenditures into maintenance and technology and enhancements to existing properties.
Year Ended December 31, 2023 2022 Better / (Worse) Comparable owned and leased hotels expenses $ 971 $ 831 $ (140) (16.9) % Non-comparable owned and leased hotels expenses 45 93 48 50.8 % Rabbi trust impact (1) 6 (8) (14) (160.9) % Total owned and leased hotels expenses $ 1,022 $ 916 $ (106) (11.6) % (1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within net gains (losses) and interest income from marketable securities held to fund rabbi trusts.
Year Ended December 31, 2023 2022 Better / (Worse) Comparable owned and leased expenses $ 971 $ 831 $ (140) (16.9) % Non-comparable owned and leased expenses 45 93 48 50.8 % Rabbi trust impact (1) 6 (8) (14) (160.9) % Owned and leased expenses $ 1,022 $ 916 $ (106) (11.6) % (1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within net gains (losses) and interest income from marketable securities held to fund rabbi trusts.
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.
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/or property-specific information available at the time of the assessment.
Adjusted Selling, General, and Administrative Expenses Adjusted selling, general, and administrative expenses, as we define it, is a non-GAAP measure. Adjusted selling, general, and administrative expenses exclude the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense.
Adjusted General and Administrative Expenses Adjusted general and administrative expenses, as we define it, is a non-GAAP measure. Adjusted general and administrative expenses exclude the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense.
The increase in comparable owned and leased hotels expenses during the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily due to increased fixed and variable expenses, most notably payroll and related costs.
The increase in comparable owned and leased expenses during the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily due to increased fixed and variable expenses, most notably payroll and related costs.
Hotel ownership is more capital intensive than managing or franchising hotels for third-party owners and franchisees, as we are responsible for the costs and all capital expenditures for our owned and leased hotels.
Hotel ownership is more capital intensive than managing or franchising hotels for third-party owners and franchisees as we are responsible for the costs and capital expenditures for our owned and leased hotels.
The year ended December 31, 2022 was also impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022, which contributed to lower variable expenses.
The year ended December 31, 2022 was impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022, which contributed to lower variable expenses.
Net package revenues generally include revenue derived from the sale of package revenue at all-inclusive resorts comprised of rooms revenue, food and beverage, and entertainment, net of compulsory tips paid to employees.
Net package revenues generally include revenue derived from the sale of packages at all-inclusive resorts comprised of rooms, food and beverage, and entertainment revenues, net of compulsory tips paid to employees.
The increase in the Unlimited Vacation Club paid membership program expenses was primarily due to increased marketing and overhead costs from incremental contract sales as well as increased amortization of deferred commission expenses related to membership contract sales, while the increases in our co-branded credit card programs were driven by a higher volume of point transfers.
The increase in the Unlimited Vacation Club paid membership program expenses was primarily due to increased marketing and overhead costs from incremental contract sales as well as increased amortization of deferred commission expenses related to membership contract sales, while the increase in our co-branded credit card programs was driven by a higher volume of point transfers.
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.
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 funded through contributions to rabbi trusts for certain employees, utilities, sales and marketing, hotel spa operations, parking and other guest recreation, entertainment, and services.
RevPAR does not include non-room revenues, which consist of ancillary revenues generated by a hotel property, such as food and beverage, parking, and other guest service revenues. Our management uses RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotel performance on a regional and segment basis.
RevPAR does not include non-room revenues, which consist of ancillary revenues generated by a hotel property, such as food and beverage, parking, and other guest service revenues. Our management uses RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotel performance on a geographical and segment basis.
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, 2023, 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.
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, 2024, 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.
Net Package ADR is a commonly used performance measure in our industry, and we use Net Package 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 above.
Net Package ADR is a commonly used performance measure in our industry, and we use Net Package 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.
Ownership of hotels allows us to capture the full benefit of increases in operating profits during periods of increasing demand and room rates. The cost structure of a typical hotel includes fixed costs, so as demand and room rates increase over time, the rate of growth in operating profits typically is higher than the rate of growth of revenues.
Ownership of hotels allows us to capture the full benefit of increases in operating profits during periods of increasing demand and room rates. The cost structure of a typical hotel includes fixed costs, and therefore, as demand and room rates increase over time, the growth rate of operating profits typically is higher than the growth rate of revenues.
Disputes or disruptions may arise with third-party owners and franchisees of hotels we manage, franchise, or license to, and these disputes can result in the termination of the relevant agreement. With respect to property ownership, we believe ownership of selected hotels in key markets enhances our ability to control our brand presence in these markets.
Disputes or disruptions may arise with third-party owners and franchisees of hotels we manage, franchise, provide services to, or license to, and these disputes can result in the termination of the relevant agreement. With respect to property ownership, we believe ownership of selected hotels in key markets enhances our ability to control our brand presence in these markets.
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.
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, 2024.
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 7 and Note 9 to our Consolidated Financial Statements." Contingent Consideration Contingent consideration payable arising from acquisitions is recorded at fair value as a liability on the acquisition date and remeasured at each reporting date.
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 7 and Note 9 to our Consolidated Financial Statements." Contingent and Non-cash Consideration Contingent consideration payable arising from acquisitions is recorded at fair value as a liability on the acquisition date and remeasured at each reporting date.
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.
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 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, 2024, December 31, 2023, and December 31, 2022, 75.8%, 76.1%, and 77.4% of our revenues, respectively, were derived from operations in the United States.
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.
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 geographical and segment basis. Net Package RevPAR is a commonly used performance measure in our industry.
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.
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." 75 Table of Contents Results of Operations Years Ended December 31, 2024, 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 included in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Consolidated Financial Statements." See "—Segment Results" for further discussion.
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.
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. Changes in economic and operating conditions impacting these estimates and judgments could result in impairments to our long-lived assets in future periods.
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.
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 arrangements generally include a base fee 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.
Other revenues increased $27 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by the Unlimited Vacation Club paid membership program due to amortization of incremental membership contracts, which continue to be signed at higher average prices, and our co-branded credit card programs.
During the year ended December 31, 2023, other revenues increased $27 million, compared to the year ended December 31, 2022, primarily driven by the Unlimited Vacation Club paid membership program due to amortization of incremental membership contracts, which were signed at higher average prices, and our co-branded credit card programs.
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 .
During the year ended December 31, 2022, we recognized $38 million of impairment charges, related to $31 million of intangibles assets and $7 million of goodwill. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 5, Note 8, and Note 9 to our Consolidated Financial Statements" for additional information. Other income (loss), net .
During the year ended December 31, 2022, we recognized the following: • $137 million pre-tax gain related to the sale of Grand Hyatt San Antonio River Walk; • $51 million pre-tax gain related to the sale of The Driskill; • $40 million pre-tax gain related to the sale of Hyatt Regency Indian Wells Resort & Spa; • $24 million pre-tax gain related to the sale of The Confidante Miami Beach; and • $14 million pre-tax gain related to the sale of Hyatt Regency Greenwich.
During the year ended December 31, 2022, we recognized the following: • $137 million pre-tax gain related to the sale of Grand Hyatt San Antonio River Walk; 81 Table of Contents • $51 million pre-tax gain related to the sale of The Driskill; • $40 million pre-tax gain related to the sale of Hyatt Regency Indian Wells Resort & Spa; • $24 million pre-tax gain related to the sale of The Confidante Miami Beach; and • $14 million pre-tax gain related to the sale of Hyatt Regency Greenwich.
The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022. During the year ended December 31, 2023, no properties were removed from the comparable owned and leased hotels results. 79 Table of Contents Owned and leased hotels segment Adjusted EBITDA .
The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022. During the year ended December 31, 2023, no properties were removed from comparable owned and leased hotels results. Owned and leased segment Adjusted EBITDA .
Assumptions, judgment, and the use of estimates are required when estimating future income and scheduling the reversal of deferred tax assets and liabilities, and the exercise is inherently complex and subjective. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 14 to our Consolidated Financial Statements." 93 Table of Contents
Assumptions, judgment, and the use of estimates are required when estimating future income and scheduling the reversal of deferred tax assets and liabilities, and the exercise is inherently complex and subjective. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 14 to our Consolidated Financial Statements."
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.
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.
Our management compensates for these limitations by referencing our GAAP results and using Adjusted EBITDA supplementally. See our consolidated statements of income (loss) in our consolidated financial statements included elsewhere in this annual report. See below for a reconciliation of net income (loss) attributable to Hyatt Hotels Corporation to EBITDA and a reconciliation of EBITDA to consolidated Adjusted EBITDA.
Our management compensates for these limitations by referencing our GAAP results and using Adjusted EBITDA supplementally. See our consolidated statements of income (loss) in our consolidated financial statements included elsewhere in this annual report. See "—Non-GAAP Measure Reconciliation" for a reconciliation of net income (loss) attributable to Hyatt Hotels Corporation to consolidated Adjusted EBITDA.
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.
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. Reimbursed costs.
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.
In certain instances, Hyatt has provided funding to owners for the acquisition and development of hotels 65 Table of Contents that Hyatt will manage, franchise, or provide services to in the form of cash, debt repayment or performance guarantees, preferred equity, or mezzanine debt.
The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.
The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the Omicron variant in the beginning of 2022.
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.
We are required to apply judgment when determining whether or not triggering events occur or indicators of impairment exist. The determination of the occurrence of indicators of impairment is based on our knowledge of the hospitality industry, historical experience, location of the property or properties, market conditions, and/or specific information available at the time of the assessment.
Depreciation and amortization expenses decreased $29 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the use of an accelerated amortization method for certain ALG intangible assets, which resulted in increased amortization expense in 2022, as well as dispositions of owned hotels. Other direct costs .
Depreciation and amortization expenses decreased $29 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the use of an accelerated amortization method for certain intangible assets, which resulted in increased amortization expense in 2022, as well as dispositions of owned hotels. Reimbursed costs .
When there is an indication that a loss in value has occurred, judgment is also required in determining the assumptions and estimates to use when calculating the fair value. Changes in economic and operating conditions impacting these estimates and judgments could result in impairments to our equity method investments in future periods.
When there is an indication that an other-than-temporary loss in value has occurred, judgment is also required in determining the assumptions and estimates to use when calculating the fair value. Changes in economic and operating conditions impacting these estimates and judgments could result in impairments to our equity method investments in future periods.
Year Ended December 31, 2023 2022 Better / (Worse) Currency Impact Comparable owned and leased hotels revenues $ 1,303 $ 1,114 $ 189 16.9 % $ 10 Non-comparable owned and leased hotels revenues 36 121 (85) (70.2) % — Total owned and leased hotels revenues $ 1,339 $ 1,235 $ 104 8.4 % $ 10 Comparable owned and leased hotels revenues increased during the year ended December 31, 2023, compared to the year ended December 31, 2022, driven by increased demand and higher ADR, which contributed to increased rooms and food and beverage revenues.
Year Ended December 31, 2023 2022 Better / (Worse) Currency Impact Comparable owned and leased revenues $ 1,303 $ 1,114 $ 189 16.9 % $ 10 Non-comparable owned and leased revenues 36 121 (85) (70.2) % — Owned and leased revenues $ 1,339 $ 1,235 $ 104 8.4 % $ 10 The increase in comparable owned and leased revenues during the year ended December 31, 2023, compared to the year ended December 31, 2022, was driven by increased demand and higher ADR, which contributed to increased rooms and food and beverage revenues.
Other Items Asset impairments We hold significant amounts of goodwill, intangible assets, property and equipment, operating lease right-of-use ("ROU") assets, and investments.
Other Items Asset impairments We hold significant amounts of goodwill, intangible assets, property and equipment, operating lease ROU assets, and investments.
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.
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 triggering events occur or if indicators of impairment exist, respectively.
The decrease in non-comparable owned and leased hotels expenses during the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily driven by net disposition activity in 2022, partially offset by certain properties that recently underwent significant renovations. Distribution and destination management expenses.
The decrease in non-comparable owned and leased expenses during the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily driven by net disposition activity in 2022, partially offset by certain properties that underwent significant renovations in 2023. Distribution expenses.
Recent Transactions Affecting Our Liquidity and Capital Resources During the years ended December 31, 2023 and December 31, 2022, various transactions impacted our liquidity.
Recent Transactions Affecting Our Liquidity and Capital Resources During the years ended December 31, 2024 and December 31, 2023, various transactions impacted our liquidity.
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.
If a position does not meet the more likely than not standard, the benefit cannot be recognized. Assumptions, judgments, and estimates are required to 96 Table of Contents determine whether the "more likely than not" standard has been met when developing the provision for income taxes.
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.
Our debt repayment guarantee commitments include $39 million that expire within the next 12 months and $115 million that expire thereafter. C ertain of the underlying debt agreements have extension periods which are not reflected in the aforementioned figures.
Changes to the significant assumptions or factors used to determine fair value, in particular, assumptions related to the selection of discount rates, probabilities of accomplishing the contractual objectives, operating results, and timing of payments, could affect the fair value measurement upon sale.
Changes to the significant assumptions or factors used to determine fair value, in particular, assumptions related to the selection of probability weighting, discount rates, probabilities of achieving the contractual objectives, operating results, and/or timing of payments, could affect the fair value measurement upon sale.
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.
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.
We also offer distribution and destination management services through ALG Vacations, a paid membership program through the Unlimited Vacation Club, and a boutique and luxury global travel platform through Mr & Mrs Smith. We believe our business model allows us to pursue more diversified revenue and income streams balancing both the advantages and risks associated with these lines of business.
We also offer distribution and destination management services through ALG Vacations and distribution services through Mr & Mrs Smith, a boutique and luxury global travel platform. We believe our business model allows us to pursue more diversified revenue and income streams balancing both the advantages and risks associated with these lines of business.
Our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA increased during the year ended December 31, 2023, compared to the same period in 2022, primarily driven by improved hotel performance and the recovery from the COVID-19 Omicron variant that negatively impacted travel in the beginning of 2022. Americas management and franchising segment revenues .
Our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA increased during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by improved hotel performance and the recovery from the COVID-19 Omicron variant that negatively impacted travel in the beginning of 2022. Distribution segment revenues.
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.
See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 8 to our Consolidated Financial Statements." At December 31, 2024, we had $278 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 $19 million.
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.
At December 31, 2024, $456 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.
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.
The hospitality industry is a capital-intensive business requiring significant capital expenditures to develop, operate, maintain, and renovate properties. Third-party owners and franchisees are required to fund capital expenditures for the properties they own in accordance with the terms of the applicable management and hotel services agreement or franchise agreement.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 7 to our Consolidated Financial Statements" for additional information.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 4 and Note 7 to our Consolidated Financial Statements" for additional information. Asset impairments.
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.
Property expenses include property taxes, repairs and maintenance, rent, and insurance. Distribution expenses. Consists of expenses related to ALG Vacations, including costs directly related to selling travel products and related services such as chartered air expenses, credit card fees, and commission expenses, as well as destination management cost of sales.
Net Package RevPAR Net Package RevPAR is the product of the Net Package ADR and the average daily occupancy percentage. Net Package RevPAR generally includes revenue derived from the sale of package revenue comprised of rooms revenue, food and beverage, and entertainment, net of compulsory tips paid to employees.
Net Package Revenue Per Available Room ("RevPAR") Net Package RevPAR is the product of the Net Package ADR and the average daily occupancy percentage. Net Package RevPAR generally includes revenue derived from the sale of packages comprised of rooms, food and beverage, and entertainment revenues, net of compulsory tips paid to employees.
Our property portfolio also included: • 22 vacation units under the Hyatt Vacation Club brand and operated by third parties; and • 39 residential units, which consist of branded residences and serviced apartments. We manage all of the serviced apartments and those branded residential units that participate in a rental program with an adjacent Hyatt-branded hotel.
Our property portfolio also included: • 22 vacation units (1,997 rooms) under the Hyatt Vacation Club brand and operated by third parties; and • 43 residential units (5,174 rooms), which consist of branded residences and serviced apartments. We manage all of the serviced apartments and those branded residential units that participate in a rental program with an adjacent Hyatt-branded hotel.
Adjusted EBITDA and EBITDA are not substitutes for net income (loss) attributable to Hyatt Hotels Corporation, net income (loss), or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA and EBITDA.
Adjusted EBITDA is not a substitute for net income (loss) attributable to Hyatt Hotels Corporation, net income (loss), or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA.
At December 31, 2023, the interest rate for a one month Adjusted Term SOFR borrowing under our revolving credit facility would have been 6.505%, or Adjusted Term SOFR, inclusive of a 0.100% credit spread adjustment, of 5.455% plus the applicable margin of 1.050%. 89 Table of Contents We are also required to pay letter of credit fees with respect to each letter of credit equal to the applicable margin for Adjusted Term SOFR loans on the face amount of each letter of credit.
At December 31, 2024, the interest rate for a one month Adjusted Term SOFR borrowing under our revolving credit facility would have been 5.482%, or Adjusted Term SOFR, inclusive of a 0.100% credit spread adjustment, of 4.432% plus the applicable margin of 1.050%. 92 Table of Contents We are also required to pay letter of credit fees with respect to each letter of credit equal to the applicable margin for Adjusted Term SOFR loans on the face amount of each letter of credit.
We exclude revenues for the reimbursement of costs and costs incurred on behalf of managed and franchised properties which relate to the reimbursement of payroll costs and for system-wide services and programs that we operate for the benefit of our hotel owners as contractually we do not provide services or operate the related programs to generate a profit over the terms of the respective contracts.
We exclude revenues for reimbursed costs and reimbursed costs which relate to the reimbursement of payroll costs and for system-wide services and programs that we operate for the benefit of our hotel owners as contractually we do not provide services or operate the related programs to generate a profit over the terms of the respective contracts.
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.
Outstanding principal amount $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 $600 million senior unsecured notes maturing in 2029—5.250% 600 $450 million senior unsecured notes maturing in 2030—5.750% 440 $450 million senior unsecured notes maturing in 2031—5.375% 450 $350 million senior unsecured notes maturing in 2034—5.500% 350 Total Senior Notes $ 3,689 91 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.
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.
See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements." Other Indebtedness and Future Debt Maturities Excluding $3,689 million of Senior Notes, all other third-party indebtedness was $93 million, net of $27 million of unamortized discounts and deferred financing fees, at December 31, 2024.
Other commitments primarily consist of deferred compensation plan liabilities, with $5 million due in the short term and $515 million due in the long term. This excludes $407 million in long-term income taxes payable due to the uncertainty related to the timing of the reversal of those liabilities.
Other commitments primarily consist of deferred compensation plan liabilities, with $2 million due in the short term and $568 million due in the long term. This excludes $464 million in long-term income taxes payable due to the uncertainty related to the timing of the reversal of those liabilities.
The availability of capital or the conditions under which we or our third-party owners, franchisees, or development partners can obtain capital can have a significant impact on the overall level, cost, and pace of future development and therefore the ability to grow our revenues. Expenses We primarily incur the following expenses: Owned and leased hotels expenses.
The availability of capital or the conditions under which we or our third-party owners, franchisees, or development partners can obtain capital can have a significant impact on the overall level, cost, and pace of future development and therefore, the ability to grow our revenues. 72 Table of Contents Expenses We primarily incur the following expenses: General and administrative expenses.
Segment operating information for the years ended December 31, 2022 and December 31, 2021 have been recast to reflect these segment changes; see Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 19 to our Consolidated Financial Statements" for further information.
Segment operating information for the years ended December 31, 2023 and December 31, 2022 have been recast to reflect these segment changes. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 1 and Note 19 to our Consolidated Financial Statements" for further discussion of our segment structure and financial statement line item changes.
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.
Contractual Obligations Our significant contractual obligations at December 31, 2024 include debt, finance and operating lease obligations, contingent consideration arrangements, purchase obligations, and other commitments, primarily related to deferred compensation plan liabilities.
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, 2024 and December 31, 2023, 65.3% and 73.9% 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.
Occupancy Occupancy represents the total number of rooms sold divided by the total number of rooms available at a hotel or group of hotels. Occupancy measures the utilization of a hotel's available capacity. We use occupancy to gauge demand at a specific hotel or group of hotels in a given period.
Occupancy Occupancy represents the total number of rooms sold divided by the total number of rooms available at a property or group of properties. Occupancy measures the utilization of a property's available capacity. We use occupancy to gauge demand at a specific property or group of properties in a given period.
Occupancy levels also help us determine achievable ADR levels as demand for hotel rooms increases or decreases. 69 Table of Contents Revenue Per Available Room ("RevPAR") RevPAR is the product of the ADR and the average daily occupancy percentage.
Occupancy levels also help us determine achievable ADR levels as demand for property rooms increases or decreases. 69 Table of Contents RevPAR RevPAR is the product of the ADR and the average daily occupancy percentage.

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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 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 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.
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).
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.
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.
At December 31, 2024, a hypothetical 10% change in foreign currency exchange rates would result in an immaterial change in the fair value of the hedging instruments.
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).
During the years ended December 31, 2024, December 31, 2023, and December 31, 2022, the effects of these derivative instruments resulted in $3 million of net gains, $6 million of net losses, and $18 million of net gains, respectively, recognized in other income (loss), net on our consolidated statements of income.
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.
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 $129 million and $142 million at December 31, 2024 and December 31, 2023, respectively.
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 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, 2024, we were a party to hedging transactions, including the use of derivative financial instruments.
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.
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, 2024 and December 31, 2023, we did not hold any interest rate lock contracts.
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.
At December 31, 2024, we had $1 million of derivative liabilities recorded in accrued expenses and other current liabilities on our consolidated balance sheet related to these swaps.
(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.
(2) Average interest rate at December 31, 2024. 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.
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.
At December 31, 2023, we did not hold any interest rate swap contracts. 97 Table of Contents The following table sets forth the contractual maturities and the total fair values at December 31, 2024 for our financial instruments materially affected by interest rate risk: Maturities by Period 2025 2026 2027 2028 2029 Thereafter Total carrying amount (1) Total fair value (1) Fixed-rate debt $ 450 $ 400 $ 600 $ 399 $ 600 $ 1,240 $ 3,689 $ 3,695 Average interest rate (2) 5.31 % Floating-rate debt $ 4 $ 5 $ 5 $ 6 $ 51 $ 45 $ 116 $ 118 Average interest rate (2) 4.85 % (1) Excludes $4 million of finance lease obligations and $27 million of unamortized discounts and deferred financing fees.
Added
At December 31, 2024, we held €38 million of interest rate swap contracts not designated as hedging instruments, each of which expires in 2029 and has a fixed rate of 2.97%. The objective of the derivatives is to mitigate our exposure to changes in the Euro Interbank Offered Rate ("EURIBOR").
Added
At December 31, 2024, we had $8 million of assets recorded in prepaids and other assets, and at December 31, 2023, we had $1 million of liabilities recorded in accrued expenses and other current liabilities on our consolidated balance sheets related to derivative instruments.

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