Hyatt Hotels Corp 10-Q for FY2025 Q1
Hyatt Hotels Corp (H)
10-Q
2025-05-01
For: 2025-03-31
View Original
Added on
April 09, 2026
About this 10-Q
Hyatt Hotels Corp filed this 10-Q on May 1, 2025, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.72B
- up 0.2% from $1.71B a year earlier
- Net income
- $20M
- down 96.2% from net income of $522M a year earlier
- Diluted EPS
- $0.19
- down 96.1% from $4.93 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File No. 001-34521
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(312 ) 750-1234
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At April 25, 2025, there were 41,943,709 shares of the registrant's Class A common stock, $0.01 par value, outstanding and 53,512,578 shares of the registrant's Class B common stock, $0.01 par value, outstanding.
HYATT HOTELS CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2025
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| PART II – OTHER INFORMATION | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In millions of dollars, except per share amounts)
(Unaudited)
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Base management fees | $ | $ | |||||||||||||||||||||
| Incentive management fees | |||||||||||||||||||||||
| Franchise and other fees | |||||||||||||||||||||||
| Gross fees | |||||||||||||||||||||||
| Contra revenue | ( | ( | |||||||||||||||||||||
| Net fees | |||||||||||||||||||||||
| Owned and leased | |||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||
| Revenues for reimbursed costs | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| DIRECT AND GENERAL AND ADMINISTRATIVE EXPENSES: | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Owned and leased | |||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||
| Other direct costs | |||||||||||||||||||||||
| Transaction and integration costs | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Reimbursed costs | |||||||||||||||||||||||
| Total direct and general and administrative expenses | |||||||||||||||||||||||
| Net gains (losses) and interest income from marketable securities held to fund rabbi trusts | ( | ||||||||||||||||||||||
| Equity earnings (losses) from unconsolidated hospitality ventures | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Gains on sales of real estate and other | |||||||||||||||||||||||
| Asset impairments | ( | ( | |||||||||||||||||||||
| Other income (loss), net | |||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Provision for income taxes | ( | ( | |||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | $ | $ | |||||||||||||||||||||
| Net income attributable to Hyatt Hotels Corporation | $ | $ | |||||||||||||||||||||
| EARNINGS PER CLASS A AND CLASS B SHARE: | |||||||||||||||||||||||
Net income attributable to Hyatt Hotels Corporation—Basic | $ | $ | |||||||||||||||||||||
Net income attributable to Hyatt Hotels Corporation—Diluted | $ | $ | |||||||||||||||||||||
See accompanying Notes to condensed consolidated financial statements.
1
HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions of dollars)
(Unaudited)
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Other comprehensive income (loss), net of taxes: | |||||||||||||||||||||||
Foreign currency translation adjustments, net of tax of $( | ( | ||||||||||||||||||||||
Derivative instrument adjustments, net of tax of $ | |||||||||||||||||||||||
Available-for-sale debt securities unrealized fair value adjustments, net of tax of $ | ( | ( | |||||||||||||||||||||
Pension liabilities adjustments, net of tax of $ | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Comprehensive income | $ | $ | |||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | $ | $ | |||||||||||||||||||||
| Comprehensive income attributable to Hyatt Hotels Corporation | $ | $ | |||||||||||||||||||||
See accompanying Notes to condensed consolidated financial statements.
2
HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions of dollars, except share and per share amounts)
(Unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Short-term investments | |||||||||||
Receivables, net of allowances of $ | |||||||||||
| Inventories | |||||||||||
| Prepaids and other assets | |||||||||||
| Prepaid income taxes | |||||||||||
| Total current assets | |||||||||||
| Equity method investments | |||||||||||
| Property and equipment, net | |||||||||||
Financing receivables, net of allowances of $ | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangibles, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Current maturities of long-term debt | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current contract liabilities | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Current operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Long-term contract liabilities | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 12) | |||||||||||
| EQUITY: | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
See accompanying Notes to condensed consolidated financial statements.
3
HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of dollars)
(Unaudited)
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||||||||||||||
| Gains on sales of real estate and other | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of share awards | |||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of operating lease right-of-use assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Deferred income taxes | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Asset impairments | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity (earnings) losses from unconsolidated hospitality ventures | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Contra revenue | |||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized gains, net | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Payments for key money assets | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Deferred revenue related to the loyalty program | |||||||||||||||||||||||||||||||||||||||||||||||
| Working capital changes and other | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | |||||||||||||||||||||||||||||||||||||||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||||||||||||||||||||||||||||||||
| Purchases of marketable securities and short-term investments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from marketable securities and short-term investments | |||||||||||||||||||||||||||||||||||||||||||||||
| Contributions to equity method and other investments | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Return of equity method and other investments | |||||||||||||||||||||||||||||||||||||||||||||||
| Capital expenditures | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Proceeds from sales of real estate and other, net of cash disposed (1) | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Other investing activities | |||||||||||||||||||||||||||||||||||||||||||||||
| Net cash provided by investing activities | |||||||||||||||||||||||||||||||||||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from debt, net of issuance costs of $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Repayments and repurchases of debt | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Payment of withholding taxes for stock-based compensation | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other financing activities | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Effect of exchange rate changes on cash | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash, including cash, cash equivalents, and restricted cash classified within current assets held for sale | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Net increase in cash, cash equivalents, and restricted cash classified within assets held for sale | |||||||||||||||||||||||||||||||||||||||||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Cash, cash equivalents, and restricted cash—Beginning of period | |||||||||||||||||||||||||||||||||||||||||||||||
| Cash, cash equivalents, and restricted cash—End of period | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
(1) Represents a $ | |||||||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to condensed consolidated financial statements.
4
HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of dollars)
(Unaudited)
Supplemental disclosure of cash flow information:
| March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | |||||||||||||||||||||
| Restricted cash | |||||||||||||||||||||||
| Restricted cash included in other assets | |||||||||||||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | ||||||||||||||||||||||
| Cash paid during the period for interest | $ | $ | |||||||||||||||||||||
| Cash paid during the period for income taxes | $ | $ | |||||||||||||||||||||
| Cash paid for amounts included in the measurement of operating lease liabilities | $ | $ | |||||||||||||||||||||
| Non-cash investing and financing activities: | |||||||||||||||||||||||
Non-cash contributions to equity method and other investments (Note 4) | $ | $ | |||||||||||||||||||||
Non-cash issuance of financing receivables (Note 6) | $ | $ | |||||||||||||||||||||
See accompanying Notes to condensed consolidated financial statements.
5
HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND NONCONTROLLING INTERESTS
(In millions of dollars, except share and per share amounts)
(Unaudited)
| Stockholders' equity attributable to Hyatt Hotels Corporation | |||||||||||||||||||||||||||||||||||||||||||||||
| Common Shares Outstanding | Common Stock Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total | |||||||||||||||||||||||||||||||||||||||||
| Class | Class | Class | Class | ||||||||||||||||||||||||||||||||||||||||||||
| A | B | A | B | ||||||||||||||||||||||||||||||||||||||||||||
BALANCE—January 1, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock (1) | ( | ( | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Employee stock plan issuance | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based payment activity | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Cash dividends declared of $ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Class share conversions | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
BALANCE—March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
BALANCE—January 1, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Measurement period adjustment for noncontrolling interest (Note 6) | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
| Repurchases of common stock (1) | ( | — | — | — | ( | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Employee stock plan issuance | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based payment activity | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Cash dividends declared of $ | — | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||
| Class share conversions | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
BALANCE—March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1) Includes a $ | |||||||||||||||||||||||||||||||||||||||||||||||
See accompanying Notes to condensed consolidated financial statements.
6
HYATT HOTELS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in millions of dollars, unless otherwise indicated)
(Unaudited)
1. ORGANIZATION
Hyatt Hotels Corporation, a Delaware corporation, and its consolidated subsidiaries have offerings that consist of full service hotels and resorts, select service hotels, all-inclusive resorts, and other properties, including timeshare, fractional, and other forms of residential and vacation units. 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. At March 31, 2025, our hotel portfolio included 1,460 hotels (357,336 rooms) throughout the world, of which 726 hotels (167,036 rooms) are located in the United States, and 148 are all-inclusive resorts (55,422 rooms). At March 31, 2025, our portfolio of properties operated in 79 countries around the world. Additionally, we provide certain reservation and/or loyalty program services to hotels that are unaffiliated with our hotel portfolio and operate under other trade names or marks owned by such hotels or licensed by third parties.
Unless otherwise specified or required by the context, references in this Quarterly Report on Form 10-Q ("Quarterly Report") to "we," "our," "us," "Hyatt," or the "Company" refer to Hyatt Hotels Corporation and its consolidated subsidiaries. As used in this Quarterly Report:
•"hospitality ventures" refer to entities in which we own less than a 100% equity interest;
•"hotel portfolio" refers to our full service hotels, our select service hotels, and our all-inclusive resorts;
•"loyalty program" refers to the World of Hyatt loyalty program that is operated for the benefit of participating properties and generates substantial repeat guest business by rewarding frequent stays with points that can be redeemed for hotel nights and other valuable rewards;
•"properties," "portfolio of properties," or "property portfolio" refer to our hotel portfolio and residential and vacation units that we operate, manage, franchise, own, lease, develop, license, or to which we provide services or license our trademarks, including under the Park Hyatt, Alila, Miraval, Impression by Secrets, The Unbound Collection by Hyatt, Andaz, Thompson Hotels, The Standard, Dream Hotels, The StandardX, Breathless Resorts & Spas, JdV by Hyatt, Bunkhouse Hotels, Me and All Hotels, Zoëtry Wellness & Spa Resorts, Hyatt Ziva, Hyatt Zilara, Secrets Resorts & Spas, Dreams Resorts & Spas, Hyatt Vivid Hotels & Resorts, Sunscape Resorts & Spas, Alua Hotels & Resorts, Bahia Principe Hotels & Resorts, Grand Hyatt, Hyatt Regency, Destination by Hyatt, Hyatt Centric, Hyatt Vacation Club, Hyatt, Caption by Hyatt, Hyatt Place, Hyatt House, Hyatt Studios, Hyatt Select, and UrCove brands;
•"residential units" refer to residential units that we manage, own, or to which we provide services or license our trademarks (such as serviced apartments and Hyatt-branded residential units) that are typically part of a mixed-use project and located either adjacent to or near a full service hotel that is a member of our portfolio of properties or in unique leisure locations; and
•"vacation units" refer to the fractional and timeshare vacation properties we license our trademarks to and that are part of the Hyatt Vacation Club.
We have eliminated all intercompany accounts and transactions in our condensed consolidated financial statements. We consolidate entities under our control, including entities where we are deemed to be the primary beneficiary.
Management believes the accompanying condensed consolidated financial statements reflect all adjustments, which are all of a normal recurring nature, considered necessary for a fair presentation of the interim periods.
7
Transaction and Integration Costs—During the year ended December 31, 2024, we presented a new financial statement line item to provide enhanced visibility on our condensed consolidated statements of income and reclassified prior-period results for comparability. Transaction and integration costs include the following:
•integration costs, which were recognized in integration costs during the three months ended March 31, 2024 and primarily include expenses incurred related to the integration of recently acquired businesses, including certain compensation expenses, professional fees, sales and marketing expenses, and technology expenses;
•transaction costs for potential transactions, primarily related to professional fees incurred for acquisitions and dispositions, which were recognized in general and administrative expenses during the three months ended March 31, 2024; and
•transaction costs for transactions completed during the period, primarily related to professional fees incurred for acquisitions, which were recognized in other income (loss), net during the three months ended March 31, 2024. Transaction costs incurred during the period of a completed disposition continue to be recognized in gains on sales of real estate and other.
2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Future Adoption of Accounting Standards
Disclosure Improvements—In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-06 ("ASU 2023-06"), Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. ASU 2023-06 modifies the disclosure and presentation requirements for certain FASB Accounting Standards Codification topics to align with Securities and Exchange Commission ("SEC") regulations. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from its regulations becomes effective, if the SEC removes the disclosure by June 30, 2027. The provisions of ASU 2023-06 are to be applied prospectively, with early adoption prohibited. We do not expect the adoption of ASU 2023-06 to have a material impact on our condensed consolidated financial statements and accompanying Notes.
Income Taxes—In December 2023, the FASB issued Accounting Standards Update No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires enhanced annual income tax disclosures including (1) disaggregation of effective tax rate reconciliation categories, (2) additional information for reconciling items that meet a quantitative threshold, and (3) income taxes paid by jurisdiction. The provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively for all prior periods presented. We are currently assessing the impact of adopting ASU 2023-09.
Expense Disaggregation Disclosures—In November 2024, the FASB issued Accounting Standards Update No. 2024-03 ("ASU 2024-03"), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of disaggregated information about certain costs and expenses presented on the consolidated statements of income, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, as clarified by Accounting Standards Update No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, and may be applied either prospectively or retrospectively for any or all prior periods presented. We are currently assessing the impact of adopting ASU 2024-03.
3. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregated Revenues
See Note 16 for our revenues disaggregated by the nature of the product or service.
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Contract Balances
Contract assets, included in receivables, net on our condensed consolidated balance sheets, were $4 million and insignificant at March 31, 2025 and December 31, 2024, respectively. As our profitability hurdles are generally calculated on a full-year basis, we expect our contract assets to be insignificant at year end.
Contract liabilities were comprised of the following:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Deferred revenue related to the loyalty program | $ | $ | |||||||||
| Deferred revenue related to distribution and destination management services | |||||||||||
| Deferred revenue related to insurance programs | |||||||||||
| Deferred revenue related to co-branded credit card programs | |||||||||||
| Advanced deposits | |||||||||||
| Initial fees received from franchise owners | |||||||||||
| Other deferred revenue | |||||||||||
| Total contract liabilities | $ | $ | |||||||||
Revenue recognized during the three months ended March 31, 2025 and March 31, 2024 included in the contract liabilities balance at the beginning of each year was $661 million and $623 million, respectively. This revenue primarily relates to distribution and destination management services and the loyalty program.
Revenue Allocated to Remaining Performance Obligations
4. DEBT AND EQUITY SECURITIES
We invest in debt and equity securities that we believe are strategically and operationally important to our business. These investments take the form of (i) investments in variable interest entities, (ii) equity method investments where we have the ability to significantly influence the operations of the entity, (iii) marketable securities held to fund operating programs and for investment purposes, and (iv) other types of investments.
Variable Interest Entities
Bahia Principe—During the year ended December 31, 2024, we entered into a shareholders' agreement with an unrelated third-party and acquired 50 % of the outstanding shares of Management Hotelero Piñero, S.L. (the "Bahia Principe Transaction"). The joint venture, which is a variable interest entity ("VIE"), owns the Bahia Principe brand and manages Bahia Principe Hotels & Resorts-branded properties (see Note 6). Through our variable interest, we have the power to direct the activities that most significantly affect the economic performance of the VIE and have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE and therefore, we are the primary beneficiary. We consolidate the operating results and financial position of this VIE in our condensed consolidated financial statements within our management and franchising segment.
The following table summarizes the VIE's assets and liabilities, including the effect of foreign currency translation, recorded on our condensed consolidated balance sheets at March 31, 2025 and December 31, 2024. The assets may only be used to settle obligations of the consolidated VIE, if any. In addition, there is no recourse to us for the consolidated VIE's liabilities.
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| March 31, 2025 | December 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Receivables | |||||||||||
| Total current assets | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangibles, net | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
The joint venture increases our all-inclusive portfolio and provides guests and loyalty program members more opportunities to experience all-inclusive travel. In conjunction with the transaction, we entered into various agreements with the joint venture and its related parties to provide certain commercial and management support services to the joint venture and to support the growth of the Bahia Principe brand and the operation of the Bahia Principe Hotels & Resorts-branded properties.
UVC Transaction—During the three months ended March 31, 2024, we completed a restructuring of the entity that owns the Unlimited Vacation Club paid membership program business and sold 80 % of the entity to an unrelated third party for $80 million (the "UVC Transaction"). As a result of the transaction, we deconsolidated the entity as we no longer have a controlling financial interest, and we account for our remaining 20 % ownership interest as an equity method investment in an unconsolidated hospitality venture. We received $41 million of proceeds, net of $39 million of cash disposed; recorded a $20 million equity method investment representing the fair value of our retained investment in the entity; and recorded $86 million of guarantee liabilities as described below. The transaction was accounted for as a business disposition and resulted in a $231 million pre-tax gain, which was recognized in gains on sales of real estate and other on our condensed consolidated statements of income during the three months ended March 31, 2024. We continue to manage the Unlimited Vacation Club business under a long-term management agreement and license and royalty agreement. The operating results of the Unlimited Vacation Club business prior to the UVC Transaction are reported within our distribution segment.
The fair value of our retained investment in the entity was determined using a Black-Scholes-Merton option-pricing model of our common shares in the entity. The valuation methodology includes assumptions and judgments regarding volatility and discount rates, which are primarily Level Three assumptions.
In conjunction with the transaction, we agreed to guarantee up to $70 million of our hospitality venture partner's investment upon the occurrence of certain events, and we recorded a $25 million guarantee liability at fair value in other long-term liabilities on our condensed consolidated balance sheet. The fair value was estimated using the with and without method, which includes projected cash flows based on contract terms. The valuation methodology includes assumptions and judgments regarding discount rates and length of time, which are primarily Level Three assumptions.
Additionally, we agreed to indemnify the unconsolidated hospitality venture, the primary obligor to the foreign taxing authorities, for obligations the entity may incur as a result of uncertain tax positions. Following the transaction, we accounted for the indemnification as a guarantee. We derecognized the long-term income taxes payable related to the uncertain tax positions and recorded a $61 million guarantee liability at fair value in other long-term liabilities on our condensed consolidated balance sheet. The fair value of the indemnification was estimated using a probability-based weighting approach to determine the likelihood of payment of the tax liability, penalties, and interest related to the 2013 through 2018 tax years. The valuation methodology includes assumptions and judgments regarding probability weighting, discount rates, and expected timing of cash flows, which are primarily Level Three assumptions. At March 31, 2025, the indemnification for open tax years had a maximum exposure of $76 million.
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The entity that owns the Unlimited Vacation Club business is classified as a VIE in which we hold a variable interest but are not the primary beneficiary, and we account for our common ownership interest as an equity method investment. At March 31, 2025 and December 31, 2024, we had $70 million and $68 million, respectively, recorded in other long-term liabilities (see Note 10) on our condensed consolidated balance sheets related to our guaranteed obligations of this unconsolidated VIE. At March 31, 2025 and December 31, 2024, our maximum exposure to loss was $146 million and $142 million, respectively, which includes the maximum exposure under the guarantee and indemnification (see Note 12).
Equity Method Investments
Equity method investments were $209 million and $189 million at March 31, 2025 and December 31, 2024, respectively.
Juniper Hotels Limited—On February 28, 2024, Juniper Hotels Limited completed its initial public offering ("IPO") and issued 50,000,000 equity shares on the BSE Limited and National Stock Exchange of India Limited stock exchanges. Both prior and subsequent to the IPO, we hold 86,251,192 equity shares in the entity. At March 31, 2025, the aggregate value of our equity shares was $253 million based on the price per share of the principal market.
As a result of the IPO, our ownership interest in the unconsolidated hospitality venture was diluted from 50.0 % to 38.8 %. As we maintain the ability to significantly influence the operations of the entity, we recorded an increase to our equity method investment and recognized a $79 million non-cash pre-tax dilution gain in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income during the three months ended March 31, 2024.
Marketable Securities
We hold marketable securities with readily determinable fair values to fund certain operating programs and for investment purposes. We periodically transfer available cash and cash equivalents to purchase marketable securities for investment purposes.
Marketable Securities Held to Fund Operating Programs—Marketable securities held to fund operating programs, which are recorded at fair value on our condensed consolidated balance sheets, were as follows:
| March 31, 2025 | December 31, 2024 | ||||||||||
Loyalty program (Note 8) | $ | $ | |||||||||
Deferred compensation plans held in rabbi trusts (Note 8 and Note 10) | |||||||||||
Captive insurance company (Note 8) | |||||||||||
| Total marketable securities held to fund operating programs | $ | $ | |||||||||
| Less: current portion of marketable securities held to fund operating programs included in cash and cash equivalents and short-term investments | ( | ( | |||||||||
| Marketable securities held to fund operating programs included in other assets | $ | $ | |||||||||
At March 31, 2025 and December 31, 2024, marketable securities held to fund operating programs included:
•$555 million and $473 million, respectively, of available-for-sale ("AFS") debt securities with contractual maturity dates ranging from 2025 through 2069. The amortized cost of our AFS debt securities approximates fair value;
•$25
•$17
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Net unrealized and realized gains (losses) from marketable securities held to fund operating programs recognized on our condensed consolidated financial statements were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Unrealized gains (losses), net | |||||||||||||||||||||||
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1) | $ | ( | $ | ||||||||||||||||||||
Revenues for reimbursed costs (2) | ( | ||||||||||||||||||||||
Other income (loss), net (Note 18) | |||||||||||||||||||||||
Other comprehensive income (loss) (Note 13) | ( | ||||||||||||||||||||||
| Realized gains, net | |||||||||||||||||||||||
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1) | $ | $ | |||||||||||||||||||||
Revenues for reimbursed costs (2) | |||||||||||||||||||||||
| (1) Unrealized and realized gains and losses recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts are offset by amounts recognized in general and administrative expenses and owned and leased expenses with no impact on net income. | |||||||||||||||||||||||
| (2) Unrealized and realized gains and losses recognized in revenues for reimbursed costs related to investments held to fund rabbi trusts are offset by amounts recognized in reimbursed costs with no impact on net income. | |||||||||||||||||||||||
Marketable Securities Held for Investment Purposes—Marketable securities held for investment purposes, which are recorded at cost or fair value, depending on the nature of the investment, on our condensed consolidated balance sheets, were as follows:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Interest-bearing money market funds | $ | $ | |||||||||
Common shares in Playa Hotels (Note 8) | |||||||||||
| Time deposits (1) | |||||||||||
| Total marketable securities held for investment purposes | $ | $ | |||||||||
| Less: current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments | ( | ( | |||||||||
| Marketable securities held for investment purposes included in other assets | $ | $ | |||||||||
| (1) Time deposits have contractual maturities on various dates through 2027. The amortized cost of our time deposits approximates fair value. | |||||||||||
We hold common shares in Playa Hotels & Resorts N.V. ("Playa Hotels"), which are accounted for as an equity security with a readily determinable fair value as we do not have the ability to significantly influence the operations of the entity. We did not sell any of these common shares during the three months ended March 31, 2025 or March 31, 2024. Net unrealized gains recognized on our condensed consolidated statements of income were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
Other income (loss), net (Note 18) | $ | $ | |||||||||||||||||||||
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Fair Value—We measure marketable securities at fair value on a recurring basis:
| March 31, 2025 | Cash and cash equivalents | Short-term investments | Other assets | ||||||||||||||||||||||||||
| Level One—Quoted Prices in Active Markets for Identical Assets | |||||||||||||||||||||||||||||
| Interest-bearing money market funds | $ | $ | $ | $ | |||||||||||||||||||||||||
| Mutual funds and exchange-traded funds | |||||||||||||||||||||||||||||
| Common shares | |||||||||||||||||||||||||||||
| Level Two—Significant Other Observable Inputs | |||||||||||||||||||||||||||||
| Time deposits | |||||||||||||||||||||||||||||
| U.S. government obligations | |||||||||||||||||||||||||||||
| U.S. government agencies | |||||||||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||||||||
| Mortgage-backed securities | |||||||||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||||||||
| Municipal and provincial notes and bonds | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
| December 31, 2024 | Cash and cash equivalents | Short-term investments | Other assets | ||||||||||||||||||||||||||
| Level One—Quoted Prices in Active Markets for Identical Assets | |||||||||||||||||||||||||||||
| Interest-bearing money market funds | $ | $ | $ | $ | |||||||||||||||||||||||||
| Mutual funds and exchange-traded funds | |||||||||||||||||||||||||||||
| Common shares | |||||||||||||||||||||||||||||
| Level Two—Significant Other Observable Inputs | |||||||||||||||||||||||||||||
| Time deposits | |||||||||||||||||||||||||||||
| U.S. government obligations | |||||||||||||||||||||||||||||
| U.S. government agencies | |||||||||||||||||||||||||||||
| Corporate debt securities | |||||||||||||||||||||||||||||
| Mortgage-backed securities | |||||||||||||||||||||||||||||
| Asset-backed securities | |||||||||||||||||||||||||||||
| Municipal and provincial notes and bonds | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||
During the three months ended March 31, 2025 and March 31, 2024, there were no transfers between levels of the fair value hierarchy. We do not have nonfinancial assets or nonfinancial liabilities required to be measured at fair value on a recurring basis.
Other Investments
HTM Debt Securities—We hold investments in third-party entities associated with certain of our hotels. The investments are redeemable on various dates through 2062 and recorded as HTM debt securities within other assets on our condensed consolidated balance sheets:
| March 31, 2025 | December 31, 2024 | ||||||||||
| HTM debt securities (1) | $ | $ | |||||||||
| Less: allowance for credit losses | ( | ( | |||||||||
| Total HTM debt securities, net of allowances | $ | $ | |||||||||
(1) Includes a $ | |||||||||||
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The following table summarizes the activity in our HTM debt securities allowance for credit losses:
| 2025 | 2024 | ||||||||||
| Allowance at January 1 | $ | $ | |||||||||
| Provisions, net (1) | |||||||||||
| Allowance at March 31 | $ | $ | |||||||||
(1) Provisions for credit losses were partially or fully offset by interest income recognized in the same periods (see Note 18). | |||||||||||
We estimated the fair value of these HTM debt securities to be approximately $287 million and $270 million at March 31, 2025 and December 31, 2024, respectively. The fair values of our preferred equity investments, which are classified as Level Three in the fair value hierarchy, are estimated using probability-based discounted future cash flow models based on current market inputs for similar types of arrangements. The primary sensitivity in these models is the selection of appropriate discount rates and probability weighting. Fluctuations in these assumptions could result in different estimates of fair value. The remaining HTM debt securities are classified as Level Two in the fair value hierarchy due to the use and weighting of multiple market inputs being considered in the final price of the security.
Convertible Debt Security—We hold a convertible debt investment associated with one of our franchised properties. Our investment is classified as AFS and remeasured at fair value on a recurring basis. The fair value of our investment, which is classified as Level Three in the fair value hierarchy, was estimated using a discounted future cash flow model. The model includes assumptions and judgments regarding projected future cash flows and discount rate, and fluctuations in our assumptions could result in different estimates of fair value.
The convertible debt security has a contractual maturity date in 2029 and is recorded within other assets on our condensed consolidated balance sheets.
| March 31, 2025 | |||||||||||||||||||||||||||||
| Amortized cost | Allowance for credit losses (1) | Gross unrealized gains | Gross unrealized losses | Fair value | |||||||||||||||||||||||||
| AFS debt security | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
(1) During the three months ended March 31, 2025, we recognized a $ | |||||||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| Amortized cost | Allowance for credit losses | Gross unrealized gains | Gross unrealized losses | Fair value | |||||||||||||||||||||||||
| AFS debt security | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Net unrealized gains (losses) recognized on our condensed consolidated financial statements were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) (Note 13) | $ | ( | $ | ||||||||||||||||||||||||||||||||
Equity Securities Without a Readily Determinable Fair Value—At March 31, 2025 and December 31, 2024, we held $11 million and $12 million, respectively, of investments in equity securities without a readily determinable fair value, which are recorded within other assets on our condensed consolidated balance sheets and represent investments in entities where we do not have the ability to significantly influence the operations of the entity.
5. RECEIVABLES
Receivables
At March 31, 2025 and December 31, 2024, we had $1,239 million and $1,121 million, respectively, of net receivables recorded on our condensed consolidated balance sheets.
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The following table summarizes the activity in our receivables allowance for credit losses:
| 2025 | 2024 | ||||||||||||||||
| Allowance at January 1 | $ | $ | |||||||||||||||
| Provisions (reversals), net | |||||||||||||||||
| Write-offs | ( | ( | |||||||||||||||
| Allowance at March 31 | $ | $ | |||||||||||||||
Financing Receivables
| March 31, 2025 | December 31, 2024 | ||||||||||
| Secured financing to hotel owners | $ | $ | |||||||||
| Unsecured financing to hotel owners and unconsolidated hospitality ventures (1) | |||||||||||
| Total financing receivables | $ | $ | |||||||||
| Less: current portion of financing receivables included in receivables, net | ( | ( | |||||||||
| Less: allowance for credit losses (2) | ( | ( | |||||||||
| Total long-term financing receivables, net of allowances | $ | $ | |||||||||
(1) Includes a $ | |||||||||||
(2) At both March 31, 2025 and December 31, 2024, there was | |||||||||||
Allowance for Credit Losses—The following table summarizes the activity in our unsecured financing receivables allowance for credit losses:
| 2025 | 2024 | ||||||||||||||||
| Allowance at January 1 | $ | $ | |||||||||||||||
| Provisions (reversals), net | ( | ||||||||||||||||
| Foreign currency exchange, net | ( | ||||||||||||||||
| Allowance at March 31 | $ | $ | |||||||||||||||
Credit Monitoring—Our unsecured financing receivables were as follows:
| March 31, 2025 | |||||||||||||||||||||||
| Gross loan balance (principal and interest) | Related allowance | Net financing receivables | Gross receivables on nonaccrual status | ||||||||||||||||||||
| Loans | $ | $ | ( | $ | $ | ||||||||||||||||||
| Other financing arrangements | ( | ||||||||||||||||||||||
| Total unsecured financing receivables | $ | $ | ( | $ | $ | ||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Gross loan balance (principal and interest) | Related allowance | Net financing receivables | Gross receivables on nonaccrual status | ||||||||||||||||||||
| Loans | $ | $ | ( | $ | $ | ||||||||||||||||||
| Other financing arrangements | ( | ||||||||||||||||||||||
| Total unsecured financing receivables | $ | $ | ( | $ | $ | ||||||||||||||||||
Fair Value—We estimated the fair value of financing receivables to be approximately $441 million and $440 million at March 31, 2025 and December 31, 2024, respectively. The fair values, which are classified as Level Three in the fair value hierarchy, are estimated using discounted future cash flow models. The principal inputs used are projected future cash flows and the discount rate, which is generally the effective interest rate of the loan.
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6. ACQUISITIONS AND DISPOSITIONS
Acquisitions
Bahia Principe—During the year ended December 31, 2024, we completed the Bahia Principe Transaction (see Note 4) for €419 million of base consideration, including €60 million of deferred consideration payable at future dates. The consideration was subject to customary adjustments related to working capital, cash, and indebtedness, and we may pay additional variable contingent consideration through 2034 primarily related to the achievement of certain milestones for the development of additional hotels to be managed by the joint venture. The contingent consideration is payable at each hotel opening and is based on a multiple of stabilized base and incentive management fee revenues, and therefore, we are unable to reasonably estimate our maximum potential future consideration.
We closed on the transaction on December 27, 2024, paid cash of €359 million (approximately $374 million), and accounted for the transaction as a business combination as we are the primary beneficiary of the VIE (see Note 4). Upon acquisition, we recorded a $58 million deferred consideration liability at fair value, of which $20 million was recorded in accrued expenses and other current liabilities and $38 million was recorded in other long-term liabilities on our condensed consolidated balance sheet. The fair value was estimated using a discounted future cash flow model and includes assumptions and judgments regarding the discount rate, which is primarily a Level Three assumption. We also recorded a $33 million contingent consideration liability at fair value in other long-term liabilities on our condensed consolidated balance sheet. The fair value was estimated using a discounted future cash flow model and includes assumptions and judgments regarding the discount rate, estimated probability of achieving the hotel development milestones, and expected amount and timing of payments, which are primarily Level Three assumptions. Total purchase consideration was determined as follows:
| Cash paid, net of cash acquired | $ | ||||
| Cash acquired | |||||
| Fair value of deferred consideration | |||||
| Fair value of contingent consideration | |||||
| Total purchase consideration | $ | ||||
The acquisition includes management and hotel services agreements for operating hotels and the Bahia Principe trade name. In addition, the acquisition contemplates the future management of undeveloped Bahia Principe Hotels & Resorts-branded properties. Following the acquisition date, fee revenues and operating expenses of Bahia Principe were recognized on our condensed consolidated statements of income.
Our condensed consolidated balance sheets at both March 31, 2025 and December 31, 2024 reflect preliminary estimates of the fair value of the assets acquired, liabilities assumed, and the noncontrolling interest in the entity based on available information as of the acquisition date. The fair values of intangible assets acquired were estimated using either discounted future cash flow models or the relief from royalty method, both of which include revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three assumptions. The fair value of the noncontrolling interest related to the equity interests in the VIE held by our venture partner was estimated based on 50
During the three months ended March 31, 2025, the fair values of certain assets acquired and liabilities assumed as well as the noncontrolling interest in the entity were revised. The measurement period adjustments primarily resulted from further evaluation of the contracts entered into upon acquisition and included the recognition of additional intangibles that were separately identifiable from goodwill as well as the related tax impacts that existed at the acquisition date. Measurement period adjustments recorded on our condensed consolidated balance sheet at March 31, 2025 include a $183 million increase in intangibles, net, a $47 million increase in other long-term liabilities, and a $5 million increase in the noncontrolling interest, all of which resulted in a corresponding $131 million decrease in goodwill. During the three months ended March 31, 2025, we recognized an insignificant amount of amortization expense on our condensed consolidated statements of income that would have been recognized during the year ended December 31, 2024, if the measurement period adjustments would have been made as of the acquisition date.
We will continue to evaluate the contracts acquired and the underlying inputs and assumptions used in our valuation of assets acquired, liabilities assumed, and the noncontrolling interest in the entity. Accordingly, these
16
estimates, along with any related tax impacts, are subject to change during the measurement period, which is up to one year from the date of acquisition.
The following table summarizes the preliminary fair value of the acquired VIE (see Note 4) and other separately identifiable net assets acquired at the acquisition date:
| Cash and cash equivalents | $ | ||||
| Receivables (1) | |||||
| Operating lease right-of-use assets | |||||
| Goodwill (2) | |||||
| Indefinite-lived intangibles (3) | |||||
| Management and hotel services agreement intangibles (4) | |||||
| Other assets (5) | |||||
| Total assets acquired | $ | ||||
| Accounts payable (1) | $ | ||||
| Accrued expenses and other current liabilities | |||||
| Long-term operating lease liabilities | |||||
| Other long-term liabilities (5) | |||||
| Total liabilities assumed | $ | ||||
| Noncontrolling interest | $ | ||||
| Total net assets acquired attributable to Hyatt Hotels Corporation | $ | ||||
(1) Relates to value added taxes. We recorded an offsetting payable as amounts to be received are due to a third-party.
(2) The goodwill is attributable to the growth opportunities we expect to realize by expanding our all-inclusive resort offerings. Goodwill is not tax deductible. At March 31, 2025, we have not completed the assignment of goodwill to reporting units.
(3) Relates to the Bahia Principe brand name.
(4) Amortized over useful lives of approximately 25 to 31 years, with a weighted-average useful life of approximately 28 years.
(5) Represents an indemnification asset that we expect to collect under contractual agreements for $50 million of pre-acquisition tax liabilities, which were recorded in other long-term liabilities, related to certain foreign filing positions, including interest (see Note 8 and Note 10).
Standard International—During the year ended December 31, 2024, we acquired 100 % of the issued and outstanding equity interests of certain entities collectively doing business as Standard International for $150 million of base consideration, subject to customary adjustments related to working capital, cash, and indebtedness, and up to an additional $185 million of contingent consideration to be paid upon the achievement of certain milestones related to the development of additional hotels and/or potential new hotels identified by the sellers through 2028.
We closed on the transaction on October 1, 2024 and paid $151 million of cash. Upon acquisition, we recorded a $108 million contingent consideration liability at fair value in other long-term liabilities on our condensed consolidated balance sheet. The fair value was estimated using a Monte Carlo simulation to model the likelihood of achieving the agreed-upon milestones based on available information as of the acquisition date. The valuation methodology includes assumptions and judgments regarding the discount rate, estimated probability of achieving the milestones, and expected timing of payments, which are primarily Level Three assumptions. Total purchase consideration was determined as follows:
| Cash paid, net of cash acquired | $ | ||||
| Cash acquired | |||||
| Fair value of contingent consideration | |||||
| Total purchase consideration | $ | ||||
The acquisition includes management, franchise, and license agreements for both operating and additional hotels that are expected to open in the future and the affiliated trade names. Following the acquisition date, fee revenues and operating expenses of Standard International were recognized on our condensed consolidated statements of income.
Our condensed consolidated balance sheets at both March 31, 2025 and December 31, 2024 reflect preliminary estimates of the fair value of the assets acquired and liabilities assumed based on available information
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as of the acquisition date. The fair values of intangible assets acquired were estimated using either discounted future cash flow models or the relief from royalty method, both of which include revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three assumptions. The fair values of performance guarantee liabilities assumed were estimated using Monte Carlo simulations to model the probability of possible outcomes (see Note 12). The valuation methodology includes assumptions and judgments regarding discount rates, volatility, and hotel operating results, which are primarily Level Three assumptions. The remaining assets and liabilities were recorded at their carrying values, which approximate their fair values.
During the three months ended March 31, 2025, the fair values of certain assets acquired and liabilities assumed were revised. The measurement period adjustments primarily resulted from the refinement of certain assumptions, including contract terms, renewal periods, and useful lives, which affected the underlying cash flows in the valuation, and were based on facts and circumstances that existed at the acquisition date. Measurement period adjustments recorded on our condensed consolidated balance sheet at March 31, 2025 include a $41 million decrease in intangibles, net with a corresponding increase in goodwill. During the three months ended March 31, 2025, we recognized an insignificant reduction of amortization expense on our condensed consolidated statements of income for the amount that would have not been recognized during the year ended December 31, 2024, if the measurement period adjustments would have been made as of the acquisition date.
We will continue to evaluate the contracts acquired and the underlying inputs and assumptions used in our valuation of assets acquired and liabilities assumed. Accordingly, these estimates, along with any related tax impacts, are subject to change during the measurement period, which is up to one year from the date of acquisition.
The following table summarizes the preliminary fair value of the identifiable net assets acquired at the acquisition date:
| Cash and cash equivalents | $ | ||||
| Receivables | |||||
| Operating lease right-of-use assets | |||||
| Goodwill (1) | |||||
| Indefinite-lived intangibles (2) | |||||
| Management and franchise agreement intangibles (3) | |||||
| Total assets acquired | $ | ||||
| Accounts payable | $ | ||||
| Accrued expenses and other current liabilities | |||||
| Accrued compensation and benefits | |||||
| Current operating lease liabilities | |||||
| Long-term operating lease liabilities | |||||
| Other long-term liabilities | |||||
| Total liabilities assumed | $ | ||||
| Total net assets acquired attributable to Hyatt Hotels Corporation | $ | ||||
(1) The goodwill, which is primarily tax deductible and recorded on the management and franchising segment, is attributable to the growth opportunities we expect to realize by enhancing our lifestyle portfolio and offering immersive brand experiences.
(2) Relates to The Standard, Bunkhouse Hotels, and The Manner brand names.
(3) Amortized over useful lives of approximately 5 to 25 years, with a weighted-average useful life of approximately 18 years.
Planned Acquisition
Playa Hotels—On February 9, 2025, we agreed to acquire all of the outstanding shares of Playa Hotels, a leading owner, operator, and developer of all-inclusive resorts in prime beachfront locations in popular vacation destinations. Pursuant to the purchase agreement, Hyatt has commenced a tender offer to purchase all of the issued and outstanding ordinary shares at a cash price of $13.50 per share, for an enterprise value of approximately $2,600 million, including approximately $900 million of debt, net of cash acquired (the "Playa Hotels Acquisition"). We are currently the beneficial owner of 9.4 % of Playa Hotels' outstanding shares (see Note 4). We intend to finance the acquisition using net proceeds from the 2028 Notes and 2032 Notes (see Note 9) and from a $1,700 million delayed draw term loan facility provided by a credit agreement with a syndicate of lenders that we entered into on April 11, 2025.
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Dispositions
Hyatt Regency Aruba Resort Spa and Casino—During the three months ended March 31, 2024, we sold the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino to an unrelated third party and accounted for the transaction as an asset disposition. We received $173 million of proceeds, net of cash disposed, closing costs, and proration adjustments, and issued a $41 million unsecured financing receivable with an initial maturity date of five years (see Note 5). Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $172 million pre-tax gain, which was recognized in gains on sales of real estate and other on our condensed consolidated statements of income during the three months ended March 31, 2024. In connection with the disposition, we recognized a $15 million goodwill impairment charge in asset impairments on our condensed consolidated statements of income during the three months ended March 31, 2024. The assets disposed represented the entirety of the reporting unit and therefore, no business operations remained to support the related goodwill, which was therefore impaired. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.
7. INTANGIBLES, NET
| March 31, 2025 | |||||||||||||||||||||||
| Weighted- average useful lives in years | Gross carrying value | Accumulated amortization | Net carrying value | ||||||||||||||||||||
| Management and hotel services agreement and franchise agreement intangibles | $ | $ | ( | $ | |||||||||||||||||||
| Brand and other indefinite-lived intangibles | — | — | |||||||||||||||||||||
| Customer relationships intangibles | ( | ||||||||||||||||||||||
| Other intangibles | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Gross carrying value | Accumulated amortization | Net carrying value | |||||||||||||||||||||
| Management and hotel services agreement and franchise agreement intangibles | $ | $ | ( | $ | |||||||||||||||||||
| Brand and other indefinite-lived intangibles | — | ||||||||||||||||||||||
| Customer relationships intangibles | ( | ||||||||||||||||||||||
| Other intangibles | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Amortization expense | $ | $ | |||||||||||||||||||||||||||||||||
8. OTHER ASSETS
| March 31, 2025 | December 31, 2024 | ||||||||||
| Key money assets | $ | $ | |||||||||
Marketable securities held to fund the loyalty program (Note 4) | |||||||||||
Marketable securities held to fund rabbi trusts (Note 4) | |||||||||||
Long-term investments (Note 4) | |||||||||||
Common shares in Playa Hotels (Note 4) | |||||||||||
Marketable securities held for captive insurance company (Note 4) | |||||||||||
Indemnification asset (Note 6) | |||||||||||
| Other | |||||||||||
| Total other assets | $ | $ | |||||||||
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9. DEBT
At March 31, 2025 and December 31, 2024, we had $4,328 million and $3,782 million, respectively, of total debt, which included $406 million and $456 million, respectively, recorded in current maturities of long-term debt on our condensed consolidated balance sheets.
Senior Notes Issuances—During the three months ended March 31, 2025, we issued $500 million of 5.050 % senior notes due 2028 at an issue price of 99.905 % (the "2028 Notes") and $500 million of 5.750 % senior notes due 2032 at an issue price of 99.936 % (the "2032 Notes"). We received approximately $990 million of net proceeds from the sale, after deducting $10 million of underwriting discounts and other offering expenses. We temporarily invested the net proceeds from the issuance in marketable securities (see Note 4), and we intend to use the net proceeds to fund a portion of the purchase price for the Playa Hotels Acquisition (see Note 6). Interest is payable semi-annually on March 30 and September 30 of each year, beginning on September 30, 2025.
Senior Notes Repayment—During the three months ended March 31, 2025, we repaid the outstanding $450 million of 5.375 % senior notes due 2025 (the "2025 Notes") at maturity for approximately $460 million, inclusive of $10 million of accrued interest.
Variable Rate Mortgage Loan—During the year ended December 31, 2024, we assumed a €50 million secured mortgage loan through a facility agreement with Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") in conjunction with the acquisition of three Alua hotels. The variable rate loan, which had approximately $54 million and $52 million outstanding at March 31, 2025 and December 31, 2024, respectively, matures in 2031. Additionally, we assumed €38 million of interest rate swaps with BBVA that expire in 2029 and reduce our exposure to fluctuations in the Euro Interbank Offered Rate. The interest rate swaps are remeasured at fair value on a recurring basis and are classified as Level Two in the fair value hierarchy. The fair values of the interest rate swaps are estimated using an income approach based on the terms of the interest rate swap contracts and inputs corroborated by observable market data including interest rates and yield curves. At both March 31, 2025 and December 31, 2024, the fair values of the interest rate swaps were insignificant.
Variable Rate Term Loan—During the year ended December 31, 2024, we entered into a credit agreement with Bank of America to correspond with the total amount of the secured financing receivable we issued to the buyer in conjunction with the sale of Park Hyatt Zurich for a CHF 41 million variable rate term loan, which matures in 2029. At March 31, 2025 and December 31, 2024, we had approximately $46 million and $45 million, respectively, outstanding.
Revolving Credit Facility—During both the three months ended March 31, 2025 and March 31, 2024, we had no no 1,497 million of borrowing capacity available under our revolving credit facility, net of letters of credit outstanding.
Fair Value—We estimated the fair value of debt, which consists of the senior unsecured notes below (collectively, the "Senior Notes") and other long-term debt, excluding finance leases.
•$400 million of 4.850 % senior notes due 2026
•$600 million of 5.750 % senior notes due 2027
•$400 million of 4.375 % senior notes due 2028
•$500 million of 5.050 % senior notes due 2028
•$600 million of 5.250 % senior notes due 2029
•$450 million of 5.750 % senior notes due 2030
•$450 million of 5.375 % senior notes due 2031
•$500 million of 5.750 % senior notes due 2032
•$350 million of 5.500 % senior notes due 2034
Our Senior Notes are classified as Level Two due to the use and weighting of multiple market inputs in the final price of the security. We estimated the fair value of other debt instruments using a discounted cash flow
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analysis based on current market inputs for similar types of arrangements. Based on the lack of available market data, we have classified our other debt instruments and revolving credit facility, if applicable, as Level Three in the fair value hierarchy. The primary sensitivity in these models is based on the selection of appropriate discount rates. Fluctuations in our assumptions will result in different estimates of fair value.
| March 31, 2025 | |||||||||||||||||||||||||||||
| Carrying value | Fair value | Quoted prices in active markets for identical assets (Level One) | Significant other observable inputs (Level Two) | Significant unobservable inputs (Level Three) | |||||||||||||||||||||||||
| Debt (1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1) Excludes $4 million of finance lease obligations and $35 million of unamortized discounts and deferred financing fees.
| December 31, 2024 | |||||||||||||||||||||||||||||
| Carrying value | Fair value | Quoted prices in active markets for identical assets (Level One) | Significant other observable inputs (Level Two) | Significant unobservable inputs (Level Three) | |||||||||||||||||||||||||
| Debt (2) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(2) Includes the 2025 Notes and excludes $4 million of finance lease obligations and $27 million of unamortized discounts and deferred financing fees.
10. OTHER LONG-TERM LIABILITIES
| March 31, 2025 | December 31, 2024 | ||||||||||
Deferred compensation plans funded by rabbi trusts (Note 4) | $ | $ | |||||||||
| Income taxes payable | |||||||||||
Guarantee liabilities (Note 12) | |||||||||||
Deferred income taxes (Note 11) | |||||||||||
Contingent consideration liabilities (Note 12) | |||||||||||
Self-insurance liabilities (Note 12) | |||||||||||
Deferred consideration liability (Note 6) (1) | |||||||||||
| Other | |||||||||||
| Total other long-term liabilities | $ | $ | |||||||||
(1) Relates to the Bahia Principe Transaction and was net of a $ | |||||||||||
11. TAXES
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Provision for income taxes | $ | $ | |||||||||||||||||||||||||||||||||
The increase in the provision for income taxes during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily driven by an increase in uncertain tax positions in 2025 related to foreign tax filings, combined with a benefit related to employee compensation in 2024.
We are subject to audits by federal, state, and foreign tax authorities. U.S. tax years 2018 through 2020 are currently under field exam. U.S. tax years 2009 through 2011 have been subject to a U.S. Tax Court case concerning the tax treatment of the loyalty program in which the Internal Revenue Service is asserting that loyalty program contributions are taxable income to the Company. U.S. tax years 2012 through 2017 are pending the outcome of the U.S. Tax Court.
The Tax Court issued an opinion on October 2, 2023 related to the aforementioned case and determined that the Company must recognize approximately $12 million in net taxable income for the tax years 2009 through 2011, but that the Company need not recognize approximately $228 million in net taxable income related to tax years that preceded 2009. The Tax Court entered its decision on September 13, 2024. The Company filed a Notice of Appeal to the U.S. Court of Appeals on December 9, 2024. As part of the appeal, the Company will pay the tax liability and
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interest related to the 2009 through 2011 tax years as determined by the Tax Court, which is estimated to be $2 million. If the Tax Court's opinion is upheld on appeal, the estimated income tax payment due for the subsequent years 2012 through 2025 would be $301 million, including $49 million of estimated interest, net of federal benefit. We believe we have an adequate uncertain tax liability recorded in accordance with Accounting Standards Codification 740, Income Taxes, for this matter and believe that the ultimate outcome of this matter will not have a material effect on our consolidated financial position, results of operations, or liquidity.
At March 31, 2025 and December 31, 2024, total unrecognized tax benefits recorded in other long-term liabilities on our condensed consolidated balance sheets were $388 million and $366 million, respectively, of which $143 million and $137 million, respectively, would impact the effective tax rate, if recognized. While it is reasonably possible that the amount of uncertain tax benefits associated with the U.S. treatment of the loyalty program could significantly change within the next 12 months, at this time, we are not able to estimate the range by which the reasonably possible outcomes of the pending litigation could impact our uncertain benefits within the next 12 months.
Through a prior acquisition, we assumed an assessment of additional corporate income tax from the Mexican tax authorities, which was in the process of being appealed, primarily related to disallowed deductions taken on historical tax returns. Our request for appeal to a higher court for one of the tax years was denied on May 15, 2024, and the assessment was finalized. At both March 31, 2025 and December 31, 2024, we had an $18 13
Further, the Mexican tax authorities disallowed credits taken on historical tax returns and applied value added taxes to certain transactions. In accordance with Accounting Standards Codification 450, Contingencies, we have not recorded a liability associated with the additional value added tax as we do not believe a loss is probable. At March 31, 2025, our maximum exposure is not expected to exceed $12 million.
During the year ended December 31, 2018, we received a notice from the Indian tax authorities assessing additional service tax on our operations in India. We appealed this decision and do not believe a loss is probable, and therefore, in accordance with Accounting Standards Codification 450, Contingencies, we have not recorded a liability in connection with this matter. At March 31, 2025, our maximum exposure is not expected to exceed $19 million, including $14 million of estimated penalties and interest.
12. COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, we enter into various commitments, guarantees, surety and other bonds, and letter of credit agreements.
Commitments—At March 31, 2025, we are committed, under certain conditions, to lend, provide certain consideration to, or invest in various business ventures up to $587 million, net of any related letters of credit.
Performance Guarantees and Performance Cure Payments—Certain of our contractual agreements with third-party owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels. Except as described below, at March 31, 2025, our performance guarantees had $149 million of remaining maximum exposure and expire between 2025 and 2042.
Through acquisitions, we acquired certain management and hotel services agreements with performance guarantees based on annual performance levels and with expiration dates between 2027 and 2045. Contract terms within certain of these management and hotel services agreements limit our exposure, and therefore, we are unable to reasonably estimate our maximum potential future payments.
At March 31, 2025 and December 31, 2024, we had $114 million and $113 million, respectively, of total performance guarantee liabilities, which included $103 million and $104 million, respectively, recorded in other long-term liabilities and $11 million and $9 million, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.
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Additionally, we enter into certain management and hotel services agreements where we have the right, but not an obligation, to make payments to certain third-party owners if their hotels do not achieve specified levels of operating profit. If we choose not to fund the shortfall, the hotel owner has the option to terminate the contract. At March 31, 2025 and December 31, 2024, we had $3 million and no amount, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets related to these performance cure payments.
Debt Repayment Guarantees—We enter into various debt repayment guarantees, as summarized below, in order to assist third-party owners, franchisees, and unconsolidated hospitality ventures in obtaining third-party financing or to obtain more favorable borrowing terms.
| Geographical region | Maximum potential future payments (1) | Maximum exposure net of recoverability from third parties (1) | Other long-term liabilities recorded at March 31, 2025 | Other long-term liabilities recorded at December 31, 2024 | Year of guarantee expiration (2) | ||||||||||||||||||||||||||||||||||||||||||
| United States (3), (4) | $ | $ | $ | $ | various, through 2030 | ||||||||||||||||||||||||||||||||||||||||||
| All foreign (3) | various, through 2028 | ||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
(1) Our maximum exposure is generally based on a specified percentage of the total principal due upon borrower default.
(2) Certain underlying debt agreements have extension periods which are not reflected in the year of guarantee expiration.
(3) We have agreements with our unconsolidated hospitality venture partners or the respective third-party owners or franchisees to recover certain amounts funded under the debt repayment guarantee; the recoverability mechanism may be in the form of cash or HTM debt security.
(4) Certain agreements give us the ability to assume control of the property if defined funding thresholds are met or if certain events occur.
At March 31, 2025, we are not aware, nor have we received any notification, that our third-party owners, franchisees, or unconsolidated hospitality ventures are not current on their debt service obligations where we have provided a debt repayment guarantee.
Other Guarantees—We may be obligated to fund up to $146 million related to certain guarantees as a result of the UVC Transaction (see Note 4). At March 31, 2025 and December 31, 2024, we had $62 million and $67 million, respectively, of guarantee liabilities recorded in other long-term liabilities on our condensed consolidated balance sheets associated with these guarantees.
Guarantee Liabilities Fair Value—We estimated the fair value of our guarantees to be $220 million and $213 million at March 31, 2025 and December 31, 2024, respectively. Based on the lack of available market data, we have classified our guarantees as Level Three in the fair value hierarchy.
Contingent Consideration Fair Value—As part of acquisitions, we have entered into various contingent consideration arrangements. At March 31, 2025, we had $356 million of potential future consideration remaining under these arrangements. However, we are unable to reasonably estimate our maximum potential future consideration remaining related to the Bahia Principe Transaction (see Note 6).
At March 31, 2025 and December 31, 2024, we had $208 million and $214 million, respectively, recorded in other long-term liabilities, and $1 million and $3 million, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets related to contingent consideration. Our contingent consideration liabilities are remeasured at fair value on a recurring basis and are classified as Level Three in the fair value hierarchy. The following table summarizes the change in fair value recognized in other income (loss), net on our condensed consolidated statements of income:
| 2025 | 2024 | ||||||||||||||||
| Fair value at January 1 | $ | $ | |||||||||||||||
Change in fair value (Note 18) | ( | ( | |||||||||||||||
| Payments | ( | ||||||||||||||||
| Fair value at March 31 | $ | $ | |||||||||||||||
Insurance—We obtain insurance for potential losses from general liability, property, automobile, aviation, environmental, workers' compensation, employment practices, crime, cyber, and other miscellaneous risks. A portion of these risks is retained through a U.S.-based and licensed captive insurance company that is a wholly
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Collective Bargaining Agreements—At March 31, 2025, approximately 21 % of our U.S.-based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment, and orderly settlement of labor disputes. Certain employees are covered by union-sponsored, multi-employer pension and health plans pursuant to agreements between various unions and us. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe our employee relations are good.
Surety and Other Bonds—Surety and other bonds issued on our behalf were $268 million at March 31, 2025 and primarily relate to our insurance programs, litigation, customer deposits associated with ALG Vacations, taxes, licenses, liens, and utilities for our lodging operations.
Letters of Credit—Letters of credit outstanding on our behalf at March 31, 2025 were $108 million, which primarily relate to our ongoing operations, collateral for customer deposits associated with ALG Vacations, collateral for estimated insurance claims, and securitization of our performance under a certain debt repayment guarantee, which is only called on if the borrower defaults on its obligations. Of the letters of credit outstanding, $3 million reduces the available capacity under our revolving credit facility (see Note 9).
Capital Expenditures—As part of our ongoing business operations, expenditures are required to complete renovation projects that have been approved.
Other—We act as general partner of various partnerships owning hotel properties that are subject to mortgage indebtedness. These mortgage agreements generally limit the lender's recourse to security interests in assets financed and/or other assets of the partnership(s) and/or the general partner(s) thereof.
In conjunction with financing obtained for our unconsolidated hospitality ventures and certain managed or franchised properties, we may provide standard indemnifications to the lender for loss, liability, or damage occurring as a result of our actions or actions of the other unconsolidated hospitality venture partners or the respective third-party owners or franchisees.
As a result of certain dispositions, we have agreed to provide customary indemnifications to third-party purchasers for certain liabilities incurred prior to sale and for breach of certain representations and warranties made during the sales process, such as representations of valid title, authority, and environmental issues that may not be limited by a contractual monetary amount. These indemnification agreements survive until the applicable statutes of limitation expire or until the agreed-upon contract terms expire.
We are subject to various claims and contingencies arising in the normal course of business, which are primarily related to lawsuits and taxes (see Note 11), as well as commitments under contractual obligations. Many of these claims are covered under our current insurance programs, subject to deductibles. We record a liability when the loss is probable and reasonably estimable, and if the loss is recoverable from third parties, we record a receivable when the realization of the claim is probable. Based on information currently available, we do not expect the ultimate resolution of such claims and litigation to have a material effect on our condensed consolidated financial statements.
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13. EQUITY
Accumulated Other Comprehensive Loss—The components of accumulated other comprehensive loss, net of tax impacts, were as follows:
| Balance at January 1, 2025 | Other comprehensive income (loss) before reclassification | Amounts reclassified from accumulated other comprehensive loss | Balance at March 31, 2025 | ||||||||||||||||||||
| Foreign currency translation adjustments | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| AFS debt securities unrealized fair value adjustments | ( | ( | |||||||||||||||||||||
| Derivative instrument adjustments (1) | ( | ( | |||||||||||||||||||||
| Accumulated other comprehensive loss | $ | ( | $ | $ | $ | ( | |||||||||||||||||
(1) Amounts reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense on our condensed consolidated statements of income related to the settlement of interest rate locks. We expect to reclassify $ | |||||||||||||||||||||||
| Balance at January 1, 2024 | Other comprehensive income (loss) before reclassification | Amounts reclassified from accumulated other comprehensive loss | Balance at March 31, 2024 | ||||||||||||||||||||
| Foreign currency translation adjustments (1) | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| AFS debt securities unrealized fair value adjustments | ( | ||||||||||||||||||||||
| Pension liabilities adjustments (2) | ( | ( | |||||||||||||||||||||
| Derivative instrument adjustments (3) | ( | ( | ( | ||||||||||||||||||||
| Accumulated other comprehensive loss | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
(1) Amounts reclassified from accumulated other comprehensive loss included realized losses recognized in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income related to the dilution of our ownership interest in an unconsolidated hospitality venture (see Note 4). | |||||||||||||||||||||||
(2) Amounts reclassified from accumulated other comprehensive loss primarily included realized gains recognized in gains on sales of real estate and other on our condensed consolidated statements of income related to the UVC Transaction (see Note 4). | |||||||||||||||||||||||
(3) Amounts reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense on our condensed consolidated statements of income related to the settlement of interest rate locks. | |||||||||||||||||||||||
Share Repurchases—On December 18, 2019, May 10, 2023, and May 8, 2024, our board of directors authorized repurchases of up to $750 million, $1,055 million, and $1,000 million, respectively, of our common stock. These repurchases may be made from time to time 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 prices we deem appropriate and subject to market conditions, applicable law, and other factors deemed relevant in our sole discretion. The common stock repurchase program applies to our Class A and Class B common stock. 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.
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Total number of shares repurchased | |||||||||||
| Weighted-average price per share | $ | $ | |||||||||
| Aggregate purchase price (1) | $ | $ | |||||||||
(1) Excludes related insignificant expenses. | |||||||||||
The shares of Class A common stock repurchased in the open market were retired and returned to the status of authorized and unissued shares, while the shares of Class B common stock repurchased were retired and the total number of authorized Class B shares was reduced by the number of shares returned (see Note 15). At March 31, 2025, we had $822 million remaining under the total share repurchase authorization.
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Dividends—The following tables summarize dividends declared to Class A and Class B stockholders of record:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Class A common stock | $ | $ | |||||||||||||||||||||
| Class B common stock | |||||||||||||||||||||||
| Total cash dividends declared | $ | $ | |||||||||||||||||||||
| Date declared | Dividend per share amount for Class A and Class B | Date of record | Date paid | |||||||||||||||||
| February 13, 2025 | $ | February 28, 2025 | March 12, 2025 | |||||||||||||||||
| February 14, 2024 | $ | February 28, 2024 | March 12, 2024 | |||||||||||||||||
14. STOCK-BASED COMPENSATION
As part of our Long-Term Incentive Plan (as amended from time to time, "LTIP"), we award time-vested stock appreciation rights ("SARs"), time-vested restricted stock units ("RSUs"), and performance-vested restricted stock units ("PSUs") to certain employees and non-employee directors. In addition, non-employee directors may elect to receive their annual fees and/or annual equity retainers in the form of shares of our Class A common stock. Compensation expense and unearned compensation presented below exclude (i) amounts related to employees of our managed hotels and other employees whose payroll is reimbursed, as these expenses have been, and will continue to be, reimbursed by our third-party owners and are recognized in revenues for reimbursed costs and reimbursed costs on our condensed consolidated statements of income and (ii) insignificant amounts related to employees of our owned and leased hotels recognized in owned and leased expenses on our condensed consolidated statements of income. Stock-based compensation expense recognized in general and administrative expenses, distribution expenses, and transaction and integration costs on our condensed consolidated statements of income related to our awards was as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| SARs | $ | $ | |||||||||||||||||||||
| RSUs | |||||||||||||||||||||||
| PSUs | |||||||||||||||||||||||
| Total | $ | $ | |||||||||||||||||||||
SARs—During the three months ended March 31, 2025, we granted 302,439 SARs to employees with a weighted-average grant date fair value of $53.08 . During the three months ended March 31, 2024, we granted 219,570 SARs to employees with a weighted-average grant date fair value of $68.83 .
RSUs—During the three months ended March 31, 2025, we granted 402,172 RSUs to employees and non-employee directors with a weighted-average grant date fair value of $122.68 . During the three months ended March 31, 2024, we granted 280,081 RSUs to employees and non-employee directors with a weighted-average grant date fair value of $156.91 .
PSUs—During the three months ended March 31, 2025, we granted 61,714 PSUs to employees and non-employee directors with a weighted-average grant date fair value of $146.00 . During the three months ended March 31, 2024, we did not grant any PSUs.
Our total unearned compensation for our stock-based compensation programs at March 31, 2025 was $4 million for SARs, $53 million for RSUs, and $10 million for PSUs, which will be recognized in general and administrative expenses, distribution expenses, and transaction and integration costs over a weighted-average period of three years one year with respect to PSUs.
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15. RELATED-PARTY TRANSACTIONS
In addition to those included elsewhere in the Notes to our condensed consolidated financial statements, related-party transactions entered into by us are summarized as follows:
Legal Services—A partner in a law firm that provided services to us throughout 2025 and 2024 is the brother-in-law of our Executive Chairman. During the three months ended March 31, 2025 and March 31, 2024, we incurred $14 million and $6 million, respectively, of legal fees with this firm. At March 31, 2025 and December 31, 2024, we had $9 million and $2 million, respectively, due to the law firm.
Equity Method Investments—We have equity method investments in entities that own, operate, manage, or franchise properties or other hospitality-related businesses, including the Unlimited Vacation Club paid membership program, for which we receive management, franchise, license, or royalty fees. We recognized $24 million and $15 million of fee revenues during the three months ended March 31, 2025 and March 31, 2024, respectively. In addition, in some cases we provide loans or guarantees to these entities (see Note 4, Note 5, and Note 12). During both the three months ended March 31, 2025 and March 31, 2024, we recognized an insignificant amount of income related to these guarantees. At March 31, 2025 and December 31, 2024, we had $124 million and $112 million, respectively, due from these entities, inclusive of $91 million and $67 million, respectively, recorded in receivables, net and $33 million and $45 million, respectively, recorded in financing receivables, net on our condensed consolidated balance sheets. During both the three months ended March 31, 2025 and March 31, 2024, we recognized an insignificant amount of interest income related to these receivables. Our ownership interest in these unconsolidated hospitality ventures varies from 20 % to 50 %.
In addition to the above fees, we provide services related to sales and revenue management, marketing, global care centers (including reservation and customer support), digital and technology, and digital media (collectively, "system-wide services") on behalf of owners of managed and franchised properties and administer the loyalty program for the benefit of Hyatt's portfolio of properties. These expenses have been, and will continue to be, reimbursed by our third-party owners and franchisees and are recognized in revenues for reimbursed costs and reimbursed costs on our condensed consolidated statements of income.
Class B Share Conversion—During the three months ended March 31, 2025 and March 31, 2024, 19,001 766,296 0.01 par value per share. The shares of Class B common stock that were converted into shares of Class A common stock have been retired, thereby reducing the shares of Class B common stock authorized and outstanding.
Class B Share Repurchase—During the three months ended March 31, 2024, we repurchased 1,987,299 shares of Class B common stock at a weighted-average price of $156.67 per share, for an aggregate purchase price of approximately $312 million. The shares of Class B common stock were repurchased in privately negotiated transactions from a limited liability company owned directly and indirectly by trusts for the benefit of certain Pritzker family members and a private foundation affiliated with certain Pritzker family members, and were retired, thereby reducing the shares of Class B common stock authorized and outstanding by the repurchased share amount.
16. SEGMENT INFORMATION
Our reportable segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by the chief operating decision maker ("CODM") to assess performance and make decisions regarding the allocation of resources. Our CODM is our President and Chief Executive Officer. We define our operating and reportable segments as follows:
•Management and franchising—This segment derives its earnings primarily from 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. Intersegment revenues relate to management fees earned from our owned and leased hotels and commission fees earned from certain ALG Vacations bookings, both of which are eliminated in consolidation. Additionally, we recognize revenues for reimbursed costs in this segment primarily related to payroll at managed properties where we are the employer, as well as costs associated with system-wide services and the loyalty program operated on behalf of owners of managed and franchised properties.
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•Owned and leased—This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations, and for purposes of segment Adjusted EBITDA, includes our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA, primarily based on our ownership percentage of each venture. Adjusted EBITDA includes intercompany management fee expenses paid to our management and franchising segment, which are eliminated in consolidation. Intersegment revenues relate to promotional award redemptions earned by our owned and leased hotels related to our co-branded credit card programs and are eliminated in consolidation.
•Distribution—This segment derives its earnings from distribution and destination management services offered through ALG Vacations and the boutique and luxury global travel platform offered through Mr & Mrs Smith. Prior to the UVC Transaction, this segment also included earnings from a paid membership program offering benefits exclusively at certain all-inclusive resorts primarily in Latin America and the Caribbean. Adjusted EBITDA includes intercompany commission fee expenses paid to our management and franchising segment, which are eliminated in consolidation.
Within overhead, we include unallocated corporate expenses.
During the year ended December 31, 2024, we revised our definition of Adjusted EBITDA to exclude transaction and integration costs (see Note 1), and we recast prior-period results to provide comparability. The revised definition excludes integration costs, which were recognized in integration costs during the three months ended March 31, 2024 and transaction costs, which were recognized in general and administrative expenses during the three months ended March 31, 2024. Previously, only transaction costs recognized in gains on sales of real estate and other and other income (loss), net were excluded from Adjusted EBITDA. As transaction and integration costs may vary in frequency or magnitude, we believe the revised definition presents a more representative measure of our core operations, assists in the comparability of results, and provides information consistent with how our management evaluates operating performance.
Our CODM evaluates performance based on segment revenues and Adjusted EBITDA. Our CODM uses these measures to evaluate trends and assess segment operating performance as compared to our prior-period and forecasted results as well as our industry and competitors in order to determine how to allocate resources to each segment. Significant segment expenses include Adjusted general and administrative expenses, owned and leased expenses, and distribution expenses. Our CODM does not evaluate our operating segments using discrete asset information.
We define Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation plus net income (loss) attributable to noncontrolling interests and our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA, primarily based on our ownership percentage of each owned and leased venture, adjusted to exclude amortization of management and hotel services agreement and franchise agreement assets ("key money assets") and performance cure payments, which constitute payments to customers ("Contra revenue"); revenues for reimbursed costs; stock-based compensation expense; transaction and integration costs; depreciation and amortization; reimbursed costs that we intend to recover over the long term; equity earnings (losses) from unconsolidated hospitality ventures; interest expense; gains (losses) on sales of real estate and other; asset impairments; other income (loss), net; and benefit (provision) for income taxes.
Adjusted 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 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.
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The following tables present revenues disaggregated by the nature of the product or service and by segment and a reconciliation of segment revenues to segment Adjusted EBITDA:
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Management and franchising | Owned and leased | Distribution | Segment Total | Eliminations | Total | ||||||||||||||||||||||||||||||
| Base management fees | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Incentive management fees | ( | ||||||||||||||||||||||||||||||||||
| Franchise and other fees | ( | ||||||||||||||||||||||||||||||||||
| Gross fees | ( | ||||||||||||||||||||||||||||||||||
| Rooms and packages | ( | ||||||||||||||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Owned and leased | ( | ||||||||||||||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||
| Segment revenues | ( | ||||||||||||||||||||||||||||||||||
| Contra revenue | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Revenues for reimbursed costs | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Intersegment revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||
| Management and franchising | Owned and leased | Distribution | Segment Total | |||||||||||||||||||||||||||||
| Segment revenues | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Significant segment expenses: | ||||||||||||||||||||||||||||||||
| Adjusted general and administrative expenses | ( | ( | ( | |||||||||||||||||||||||||||||
| Owned and leased expenses (1) | ( | ( | ||||||||||||||||||||||||||||||
| Distribution expenses (2) | ( | ( | ||||||||||||||||||||||||||||||
| Other segment items: | ||||||||||||||||||||||||||||||||
| Other income (expenses) (3) | ( | ( | ||||||||||||||||||||||||||||||
| Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA | ||||||||||||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | ||||||||||||||||||||||||||||
(1) Includes intercompany management fee expenses paid to our management and franchising segment and promotional award redemptions earned by our owned and leased hotels related to our co-branded credit card programs, both of which are eliminated in consolidation. | ||||||||||||||||||||||||||||||||
| (2) Includes intercompany commission fee expenses paid to our management and franchising segment, which are eliminated in consolidation. | ||||||||||||||||||||||||||||||||
(3) Management and franchising primarily includes direct costs associated with our co-branded credit card programs recognized in other direct costs. Distribution includes stock-based compensation expense recognized in distribution expenses. | ||||||||||||||||||||||||||||||||
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| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||
| Management and franchising | Owned and leased | Distribution | Segment Total | Eliminations | Total | ||||||||||||||||||||||||||||||
| Base management fees | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Incentive management fees | ( | ||||||||||||||||||||||||||||||||||
| Franchise and other fees | ( | ||||||||||||||||||||||||||||||||||
| Gross fees | ( | ||||||||||||||||||||||||||||||||||
| Rooms and packages | ( | ||||||||||||||||||||||||||||||||||
| Food and beverage | |||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||
| Owned and leased | ( | ||||||||||||||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||||||||
| Segment revenues | ( | ||||||||||||||||||||||||||||||||||
| Contra revenue | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Revenues for reimbursed costs | |||||||||||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Intersegment revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||
| Management and franchising | Owned and leased | Distribution | Segment Total | ||||||||||||||||||||
| Segment revenues | $ | $ | $ | $ | |||||||||||||||||||
| Significant segment expenses: | |||||||||||||||||||||||
| Adjusted general and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Owned and leased expenses (1) | ( | ( | |||||||||||||||||||||
| Distribution expenses (2) | ( | ( | |||||||||||||||||||||
| Other segment items: | |||||||||||||||||||||||
| Other income (expenses) (3) | ( | ( | ( | ||||||||||||||||||||
| Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA | |||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | $ | $ | |||||||||||||||||||
(1) Includes intercompany management fee expenses paid to our management and franchising segment and promotional award redemptions earned by our owned and leased hotels related to our co-branded credit card programs, both of which are eliminated in consolidation. | |||||||||||||||||||||||
| (2) Includes intercompany commission fee expenses paid to our management and franchising segment, which are eliminated in consolidation. | |||||||||||||||||||||||
(3) Management and franchising primarily includes direct costs associated with our co-branded credit card programs recognized in other direct costs. Owned and leased includes the change in market performance of the underlying invested assets recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts. Distribution includes stock-based compensation expense recognized in distribution expenses and the paid membership program prior to the UVC Transaction recognized in other direct costs. | |||||||||||||||||||||||
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The following table provides a reconciliation of segment Adjusted EBITDA to income before income taxes:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Segment Adjusted EBITDA | $ | $ | |||||||||||||||||||||
| Unallocated overhead expenses | ( | ( | |||||||||||||||||||||
| Eliminations | |||||||||||||||||||||||
| Contra revenue | ( | ( | |||||||||||||||||||||
| Revenues for reimbursed costs | |||||||||||||||||||||||
| Reimbursed costs | ( | ( | |||||||||||||||||||||
Stock-based compensation expense (Note 14) (1) | ( | ( | |||||||||||||||||||||
| Transaction and integration costs | ( | ( | |||||||||||||||||||||
| Depreciation and amortization | ( | ( | |||||||||||||||||||||
| Equity earnings (losses) from unconsolidated hospitality ventures | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
Gains on sales of real estate and other | |||||||||||||||||||||||
| Asset impairments | ( | ( | |||||||||||||||||||||
Other income (loss), net | |||||||||||||||||||||||
| Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA | ( | ( | |||||||||||||||||||||
| Income before income taxes | $ | $ | |||||||||||||||||||||
| (1) Includes amounts recognized in general and administrative expenses and distribution expenses. | |||||||||||||||||||||||
17. EARNINGS PER SHARE
The calculation of basic and diluted earnings per Class A and Class B share, including a reconciliation of the numerator and denominator, is as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | $ | $ | |||||||||||||||||||||
| Net income attributable to Hyatt Hotels Corporation | $ | $ | |||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic weighted-average shares outstanding | |||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||
| Diluted weighted-average shares outstanding | |||||||||||||||||||||||
| Basic Earnings Per Class A and Class B Share: | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | $ | $ | |||||||||||||||||||||
| Net income attributable to Hyatt Hotels Corporation | $ | $ | |||||||||||||||||||||
| Diluted Earnings Per Class A and Class B Share: | |||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||
| Net income attributable to noncontrolling interests | $ | $ | |||||||||||||||||||||
| Net income attributable to Hyatt Hotels Corporation | $ | $ | |||||||||||||||||||||
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The computations of diluted earnings per Class A and Class B share do not include the following shares of Class A common stock assumed to be issued as stock-settled SARs and RSUs because they are anti-dilutive.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| SARs | |||||||||||||||||||||||
| RSUs | |||||||||||||||||||||||
18. OTHER INCOME (LOSS), NET
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Interest income | $ | $ | |||||||||||||||||||||
Guarantee amortization income (Note 12) | |||||||||||||||||||||||
Unrealized gains, net (Note 4) | |||||||||||||||||||||||
Contingent consideration liabilities fair value adjustments (Note 12) | |||||||||||||||||||||||
| Foreign currency exchange, net | |||||||||||||||||||||||
Guarantee expense (Note 12) | ( | ( | |||||||||||||||||||||
Credit loss provisions, net (Note 4 and Note 5) | ( | ||||||||||||||||||||||
| Other, net | ( | ||||||||||||||||||||||
| Other income (loss), net | $ | $ | |||||||||||||||||||||
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
This Quarterly Report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about the Company's plans, strategies, and financial performance, and prospective or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance, or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would," and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the rate and pace of economic recovery following economic downturns; global supply chain constraints and interruptions, rising costs of construction-related labor and materials, and increases in costs due to inflation or other factors that may not be fully offset by increases in revenues in our business; risks affecting the luxury, resort, and all-inclusive lodging segments; levels of spending in business, leisure, and group segments, as well as consumer confidence; declines in occupancy and average daily rate ("ADR"); limited visibility with respect to future bookings; loss of key personnel; domestic and international political and geopolitical conditions, including political or civil unrest or changes in trade policy; the impact of global tariff policies or regulations; hostilities, or fear of hostilities, including future terrorist attacks, that affect travel; the effects that the announcement or pendency of the planned Playa Hotels Acquisition may have on us, Playa and our respective business and ability to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom we or they do business; inability to obtain required regulatory or government approvals or to obtain such approvals on satisfactory conditions; inability to obtain sufficient stockholder tender of Playa ordinary shares, stockholder approval or to satisfy other closing conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; the effects that any termination of the definitive agreement may have on us or our business; failure to successfully complete the planned acquisition; legal proceedings that may be instituted related to the planned acquisition; significant and unexpected costs, charges or expenses related to the planned acquisition; risks associated with potential divestitures, including of Playa real estate or business; ability or failure to successfully integrate the acquisition with existing operations; ability to realize anticipated synergies of the Playa Hotels Acquisition or obtain the results anticipated; travel-related accidents; natural or man-made disasters, weather and climate-related events, such as hurricanes, earthquakes, tsunamis, tornadoes, droughts, floods, wildfires, oil spills, nuclear incidents, and global outbreaks of pandemics or contagious diseases, or fear of such outbreaks; our ability to successfully achieve specified levels of operating profits at hotels that have performance tests or guarantees in favor of our third-party owners; the impact of hotel renovations and redevelopments; risks associated with our capital allocation plans, share repurchase program, and dividend payments, including a reduction in, or elimination or suspension of, repurchase activity or dividend payments; the seasonal and cyclical nature of the real estate and hospitality businesses; changes in distribution arrangements, such as through internet travel intermediaries; changes in the tastes and preferences of our customers; relationships with colleagues and labor unions and changes in labor laws; the financial condition of, and our relationships with, third-party owners, franchisees, and hospitality venture partners; the possible inability of third-party owners, franchisees, or development partners to access the capital necessary to fund current operations or implement our plans for growth; risks associated with potential acquisitions and dispositions and our ability to successfully integrate completed acquisitions with existing operations; failure to successfully complete proposed transactions (including the failure to satisfy closing conditions or obtain required approvals); our ability to maintain effective internal control over financial reporting and disclosure controls and procedures; declines in the value of our real estate assets; unforeseen terminations of our management and hotel services agreements or franchise agreements; changes in federal, state, local, or foreign tax law; increases in interest rates, wages, and other operating costs; foreign exchange rate fluctuations or currency restructurings; risks associated with the introduction of new brand concepts, including lack of acceptance of new brands or innovation; general volatility of the capital markets and our ability to access such markets; changes in the competitive environment in our industry, industry consolidation, and the markets where we operate; our ability to successfully grow the World of Hyatt loyalty program and manage the Unlimited Vacation Club paid membership program; cyber incidents and information technology failures; outcomes of legal or administrative proceedings; and violations of regulations or laws related to our franchising business and licensing businesses and our international operations.
These factors are not necessarily all of the important factors that could cause our actual results, performance, or achievements to differ materially from those expressed in or implied by any of our forward-looking statements.
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Other unknown or unpredictable factors could also harm our business, financial condition, results of operations, or cash flows. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
The following discussion should be read in conjunction with the Company's condensed consolidated financial statements and accompanying Notes, which appear elsewhere in this Quarterly Report.
Overview
Our portfolio of properties consists of full service hotels and resorts, select service hotels, all-inclusive resorts, and other properties, including timeshare, fractional, and other forms of residential and vacation units.
At March 31, 2025, our hotel portfolio consisted of 1,460 properties (357,336 rooms), including:
•638 managed properties (192,593 rooms), including 109 all-inclusive resorts (38,120 rooms), all of which we operate under management and hotel services agreements with third-party owners;
•684 franchised properties (126,306 rooms), including 8 all-inclusive resorts in which we hold common shares (3,153 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties;
•31 owned and leased properties (10,184 rooms), including 17 owned hotels (6,059 rooms), 6 operating leased all-inclusive resorts (1,224 rooms), 4 operating leased hotels (1,697 rooms), 3 owned all-inclusive resorts (1,033 rooms), and 1 finance leased hotel (171 rooms), all of which we manage;
•22 managed properties and 2 franchised properties owned or leased by unconsolidated hospitality ventures (7,613 rooms);
•61 franchised properties (8,748 rooms) operated by an unconsolidated hospitality venture in connection with a master license agreement by Hyatt; 6 of these properties (1,246 rooms) are leased by the unconsolidated hospitality venture; and
•22 all-inclusive resorts (11,892 rooms), operated by a consolidated hospitality venture.
Our property portfolio also included:
•22 vacation units (1,997 rooms) under the Hyatt Vacation Club brand and operated by third parties; and
•40 residential units (4,306 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.
Additionally, we provide certain reservation and/or loyalty program services to hotels that are unaffiliated with our hotel portfolio and operate under other trade names or marks owned by such hotels or licensed by third parties. 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 report our consolidated operations in U.S. dollars. Amounts are reported in millions, unless otherwise noted. Percentages may not recompute due to rounding, and percentage changes that are not meaningful are presented as "NM." Constant currency disclosures used throughout Management's Discussion and Analysis of Financial Condition and Results of Operations are non-GAAP measures. See "—Non-GAAP Measures" for further discussion of constant currency disclosures.
During the year ended December 31, 2024, we presented a new financial statement line item, transaction and integration costs, to provide enhanced visibility on our condensed consolidated statements of income, and accordingly, we revised our definition of Adjusted EBITDA to exclude transaction and integration costs. We recast prior-period results to provide comparability. The revised definition excludes integration costs, which were recognized in integration costs during the three months ended March 31, 2024, and transaction costs, which were
34
recognized in general and administrative expenses during the three months ended March 31, 2024. Previously, only transaction costs recognized in gains on sales of real estate and other and other income (loss), net were excluded from Adjusted EBITDA. As transaction and integration costs may vary in frequency or magnitude, we believe the revised definition presents a more representative measure of our core operations, assists in the comparability of results, and provides information consistent with how our management evaluates operating performance. See "—Non-GAAP Measures" for an explanation of how we utilize Adjusted EBITDA, why we present it, and material limitations on its usefulness, as well as a reconciliation of our net income attributable to Hyatt Hotels Corporation to consolidated Adjusted EBITDA.
Overview of Financial Results
Consolidated revenues increased $4 million, or 0.2%, during the quarter ended March 31, 2025 compared to the quarter ended March 31, 2024. Gross fee revenues and revenues for reimbursed costs increased $45 million and $84 million, respectively, primarily driven by increased demand leading to improved operating performance at our existing properties as well as growth of our hotel portfolio compared to the quarter ended March 31, 2024. Additionally, during the quarter ended March 31, 2025, gross fee revenues increased due to management fee revenues related to the Bahia Principe Transaction and other fee revenues related to the management of and licensing of certain of our brands to the Unlimited Vacation Club following the UVC Transaction. Other revenues decreased $24 million, compared to the quarter ended March 31, 2024, primarily driven by the UVC Transaction. Owned and leased revenues decreased $90 million, compared to the quarter ended March 31, 2024, due to net disposition activity in 2024.
Comparable system-wide hotels Revenue per Available Room ("RevPAR") for the quarter ended March 31, 2025 was $135, which represented a 5.7% improvement compared to the quarter ended March 31, 2024 in constant currency. Comparable system-wide all-inclusive resorts Net Package RevPAR for the quarter ended March 31, 2025 was $305, which represented a 4.5% increase compared to the quarter ended March 31, 2024 in reported dollars. See "—RevPAR and Net Package RevPAR Statistics" for further discussion.
During the quarter ended March 31, 2025, compared to the quarter ended March 31, 2024, business transient demand continued to improve and group demand was strong, and as a result, group RevPAR increased approximately 9% and group ADR increased approximately 5%. At March 31, 2025, group booking pace for April through December 2025 at our full service managed hotels in the United States is up approximately 3% compared to the same period in 2024.
For the quarter ended March 31, 2025, we reported $20 million of net income attributable to Hyatt Hotels Corporation, representing a $502 million decrease, compared to the quarter ended March 31, 2024, primarily driven by decreases in gains on sales of real estate and other and equity earnings (losses) from unconsolidated hospitality ventures primarily driven by 2024 transaction activity. Our consolidated Adjusted EBITDA for the quarter ended March 31, 2025 was $273 million, a $14 million increase compared to the quarter ended March 31, 2024. See "—Results of Operations" and "—Segment Results" for further discussion.
During the quarter ended March 31, 2025, we returned $163 million of capital to our stockholders through $149 million of share repurchases and $14 million of quarterly dividend payments.
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RevPAR and Net Package RevPAR Statistics
The tables below include comparable system-wide RevPAR and Net Package RevPAR.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of comparable hotels (2) | RevPAR | Occupancy | ADR | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| vs. 2024 | vs. 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | (in constant $) | 2025 | vs. 2024 | 2025 | (in constant $) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comparable system-wide hotels (1) | 1,155 | $ | 135 | 5.7 | % | 66.6 | % | 2.1% pts | $ | 202 | 2.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| United States | 679 | $ | 138 | 5.4 | % | 66.4 | % | 1.9% pts | $ | 208 | 2.4 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Americas (excluding United States) | 68 | $ | 191 | 2.3 | % | 67.9 | % | (1.1)% pts | $ | 282 | 3.9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Greater China | 144 | $ | 80 | 0.1 | % | 67.0 | % | 3.6% pts | $ | 120 | (5.2) | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asia Pacific (excluding Greater China) | 116 | $ | 155 | 11.2 | % | 72.7 | % | 3.3% pts | $ | 213 | 6.3 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Europe | 108 | $ | 125 | 8.5 | % | 57.7 | % | 2.4% pts | $ | 217 | 4.0 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Middle East & Africa | 40 | $ | 156 | 8.3 | % | 68.1 | % | 2.6% pts | $ | 229 | 4.1 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) Consists of hotels that we manage, franchise, own, lease, or provide services to, excluding all-inclusive properties. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) During the three months ended March 31, 2025, we removed the following from comparable hotels: six properties that left the hotel portfolio, three properties that underwent a significant renovation, one property that experienced a seasonal closure, one property that temporarily suspended operations, one property that underwent an expansion, and one property that experienced an extended closure. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The increase in RevPAR at our comparable system-wide hotels during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily driven by strong demand in business transient and group travel, in part due to the timing of the Easter holiday.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of comparable resorts (2) | Net Package RevPAR | Occupancy | Net Package ADR | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| vs. 2024 | vs. 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | (in reported $) | 2025 | vs. 2024 | 2025 | (in reported $) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comparable system-wide all-inclusive resorts (1) | 105 | $ | 305 | 4.5 | % | 83.1 | % | 4.9% pts | $ | 367 | (1.7) | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Americas (excluding United States) | 68 | $ | 339 | 4.1 | % | 82.7 | % | 5.2% pts | $ | 410 | (2.5) | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Europe | 37 | $ | 134 | 6.9 | % | 84.7 | % | 3.2% pts | $ | 158 | 2.8 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) Consists of all-inclusive resorts that we manage, franchise, lease, or provide services to | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) During the three months ended March 31, 2025, we removed the following from comparable resorts: four properties that experienced seasonal closures, one property that underwent an expansion, and one property that left the hotel portfolio. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The increase in Net Package RevPAR at our comparable all-inclusive resorts during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was driven by higher demand, partially offset by lower Net Package ADR in the Americas (excluding United States).
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| RevPAR | Occupancy | ADR | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Number of comparable hotels (1) | vs. 2024 | vs. 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | (in constant $) | 2025 | vs. 2024 | 2025 | (in constant $) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Comparable owned and leased hotels | 21 | $ | 189 | 9.0 | % | 66.2 | % | 2.7% pts | $ | 286 | 4.4 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) During the three months ended March 31, 2025, no properties were removed from comparable hotels. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The increase in RevPAR at our comparable owned and leased hotels during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily driven by strong group demand and group ADR.
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Results of Operations
Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024
Consolidated Results
For additional information regarding our consolidated results, refer to our condensed consolidated statements of income included in this Quarterly Report.
The impact from our investments in marketable securities held to fund our deferred compensation plans through rabbi trusts was recognized on the following financial statement line items and had no impact on net income: revenues for reimbursed costs; general and administrative expenses; owned and leased expenses; reimbursed costs; and net gains (losses) and interest income from marketable securities held to fund rabbi trusts.
Fee revenues.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Better / (Worse) | |||||||||||||||||||||||||||||||||||||||||||||
| Base management fees | $ | 114 | $ | 98 | $ | 16 | 16.1 | % | |||||||||||||||||||||||||||||||||||||||
| Incentive management fees | 76 | 64 | 12 | 18.4 | % | ||||||||||||||||||||||||||||||||||||||||||
| Franchise and other fees | 117 | 100 | 17 | 16.6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Gross fees | 307 | 262 | 45 | 16.9 | % | ||||||||||||||||||||||||||||||||||||||||||
| Contra revenue | (20) | (13) | (7) | (50.7) | % | ||||||||||||||||||||||||||||||||||||||||||
| Net fees | $ | 287 | $ | 249 | $ | 38 | 15.1 | % | |||||||||||||||||||||||||||||||||||||||
The increase in base management fees during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily driven by increased business transient and group demand, as well as portfolio growth, most notably in the Americas, inclusive of the Bahia Principe Transaction.
The increase in incentive management fees during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily driven by the Bahia Principe Transaction and strong hotel performance in ASPAC (excluding Greater China) as well as the Americas (excluding United States), in part due to hotel profits being positively impacted by currency translation, partially offset by lower incentive management fees in the United States.
The increase in franchise and other fees during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily driven by management and royalty fees related to the management of and licensing of certain of our brands to the Unlimited Vacation Club paid membership program following the UVC Transaction and license fees related to our co-branded credit card programs.
The increase in Contra revenue during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily driven by the Americas due to a payment made to a third-party owner and accrued performance cure payments.
Owned and leased revenues.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | Better / (Worse) | Currency Impact | ||||||||||||||||||||||||||
| Comparable owned and leased revenues | $ | 195 | $ | 180 | $ | 15 | 8.3 | % | $ | (2) | |||||||||||||||||||
| Non-comparable owned and leased revenues | 24 | 129 | (105) | (81.2) | % | (2) | |||||||||||||||||||||||
| Owned and leased revenues | $ | 219 | $ | 309 | $ | (90) | (29.2) | % | $ | (4) | |||||||||||||||||||
The increase in comparable owned and leased revenues during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily driven by strong group demand.
The decrease in non-comparable owned and leased revenues during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily driven by net disposition activity in 2024.
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Distribution revenues. During the three months ended March 31, 2025, distribution revenues decreased $4 million, compared to the three months ended March 31, 2024, primarily driven by ALG Vacations and Amstar due to lower booking and departure volume, partially offset by higher pricing.
Other revenues. During the three months ended March 31, 2025, other revenues decreased $24 million, compared to the three months ended March 31, 2024, primarily driven by the UVC Transaction.
Revenues for reimbursed costs.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||||||||
| Revenues for reimbursed costs | $ | 886 | $ | 802 | $ | 84 | 10.5 | % | |||||||||||||||
| Less: rabbi trust impact (1) | 6 | (12) | 18 | 149.7 | % | ||||||||||||||||||
| Revenues for reimbursed costs, excluding rabbi trust impact | $ | 892 | $ | 790 | $ | 102 | 12.9 | % | |||||||||||||||
| (1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within reimbursed costs. | |||||||||||||||||||||||
Revenues for reimbursed costs increased during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, driven by higher reimbursements for payroll and related expenses at managed properties where we are the employer and an increase in reimbursed costs related to system-wide services provided to managed and franchised properties. The higher reimbursements for expenses were due to increased demand at our existing properties and portfolio growth.
General and administrative expenses.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||||||||
| General and administrative expenses | $ | 126 | $ | 169 | $ | (43) | (25.8) | % | |||||||||||||||
| Less: rabbi trust impact (1) | 12 | (22) | 34 | 150.8 | % | ||||||||||||||||||
| Less: stock-based compensation expense | (29) | (29) | — | 1.9 | % | ||||||||||||||||||
| Adjusted general and administrative expenses | $ | 109 | $ | 118 | $ | (9) | (7.9) | % | |||||||||||||||
| (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. | |||||||||||||||||||||||
General and administrative expenses decreased $43 million during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, in part due to the UVC Transaction. Excluding the impact of the UVC Transaction, general and administrative expenses decreased $37 million during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily driven by a decline in market performance of the underlying investments in marketable securities held to fund our deferred compensation plans through rabbi trusts and a decrease in professional fees.
Adjusted general and administrative expenses exclude the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. See "—Non-GAAP Measures" for further discussion.
Owned and leased expenses.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | Better / (Worse) | |||||||||||||||||||||||||||
| Comparable owned and leased expenses | $ | 176 | $ | 164 | $ | (12) | (7.4) | % | |||||||||||||||||||||
| Non-comparable owned and leased expenses | 18 | 84 | 66 | 78.1 | % | ||||||||||||||||||||||||
| Rabbi trust impact (1) | — | 2 | 2 | 120.7 | % | ||||||||||||||||||||||||
| Owned and leased expenses | $ | 194 | $ | 250 | $ | 56 | 22.1 | % | |||||||||||||||||||||
| (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. | |||||||||||||||||||||||||||||
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The increase in comparable owned and leased expenses during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily due to increased variable expenses at certain hotels, most notably payroll and related costs.
The decrease in non-comparable owned and leased expenses during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily driven by net disposition activity in 2024.
Distribution expenses. During the three months ended March 31, 2025, distribution expenses decreased $8 million, compared to the three months ended March 31, 2024, primarily driven by ALG Vacations due to cost management strategies and lower variable expenses as a result of lower booking and departure volume.
Other direct costs. During the three months ended March 31, 2025, other direct costs decreased $21 million, compared to the three months ended March 31, 2024, primarily driven by the UVC Transaction.
Transaction and integration costs. During the three months ended March 31, 2025, transaction and integration costs increased $15 million, compared to the three months ended March 31, 2024, primarily due to transaction costs related to the planned Playa Hotels Acquisition. See Part I, Item 1, "Financial Statements—Note 6 to our Condensed Consolidated Financial Statements" for additional information.
Depreciation and amortization expenses. During the three months ended March 31, 2025, depreciation and amortization expenses decreased $12 million, compared to the three months ended March 31, 2024, primarily due to lower depreciation expense as a result of net disposition activity in 2024 and lower amortization expense related to the UVC Transaction, partially offset by additional amortization expense for intangible assets acquired in the Bahia Principe Transaction.
Reimbursed costs.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||||||||
| Reimbursed costs | $ | 902 | $ | 836 | $ | 66 | 8.0 | % | |||||||||||||||
| Less: rabbi trust impact (1) | 6 | (12) | 18 | 149.7 | % | ||||||||||||||||||
| Reimbursed costs, excluding rabbi trust impact | $ | 908 | $ | 824 | $ | 84 | 10.2 | % | |||||||||||||||
| (1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within revenues for reimbursed costs. | |||||||||||||||||||||||
Reimbursed costs increased during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, driven by increased payroll and related expenses at managed properties where we are the employer and expenses related to system-wide services provided to managed and franchised properties and the loyalty program. The higher expenses were due to increased demand at our existing properties and portfolio growth.
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Better / (Worse) | |||||||||||||||||||||
| Rabbi trust gains (losses) allocated to general and administrative expenses | $ | (12) | $ | 22 | $ | (34) | (150.8) | % | |||||||||||||||
| Rabbi trust gains (losses) allocated to owned and leased expenses | — | 2 | (2) | (120.7) | % | ||||||||||||||||||
| Net gains (losses) and interest income from marketable securities held to fund rabbi trusts | $ | (12) | $ | 24 | $ | (36) | (148.4) | % | |||||||||||||||
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts decreased during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, driven by market performance of the underlying invested assets.
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Equity earnings (losses) from unconsolidated hospitality ventures.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Better / (Worse) | |||||||||||||||||||||||||||||||||
| Hyatt's share of unconsolidated hospitality ventures' net losses excluding foreign currency | $ | (6) | $ | (10) | $ | 4 | |||||||||||||||||||||||||||||
| Gain on dilution of ownership interest in an unconsolidated hospitality venture | — | 79 | (79) | ||||||||||||||||||||||||||||||||
| Hyatt's share of unconsolidated hospitality ventures' foreign currency exchange, net | — | 2 | (2) | ||||||||||||||||||||||||||||||||
| Other (1) | (6) | 4 | (10) | ||||||||||||||||||||||||||||||||
| Equity earnings (losses) from unconsolidated hospitality ventures | $ | (12) | $ | 75 | $ | (87) | |||||||||||||||||||||||||||||
(1) The three months ended March 31, 2025 primarily includes equity losses related to a debt repayment guarantee for a hotel property in the United States. | |||||||||||||||||||||||||||||||||||
See Part I, Item 1, "Financial Statements—Note 4 and Note 12 to our Condensed Consolidated Financial Statements" for additional information.
Interest expense. During three months ended March 31, 2025, interest expense increased $28 million, compared to the three months ended March 31, 2024, primarily due to the issuances of senior notes in 2024 and bridge commitment fees related to the planned Playa Hotels Acquisition, partially offset by the redemption of certain of our senior notes in 2024. See Part I, Item 1, "Financial Statements—Note 9 to our Condensed Consolidated Financial Statements" for additional information.
Gains on sales of real estate and other. During the three months ended March 31, 2024, we recognized a $231 million pre-tax gain related to the UVC Transaction and a $172 million pre-tax gain related to the sale of the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino. See Part I, Item 1, "Financial Statements—Note 4 and Note 6 to our Condensed Consolidated Financial Statements" for additional information.
Asset impairments. During the three months ended March 31, 2025, we recognized $4 million of impairment charges related to intangible assets. During the three months ended March 31, 2024, we recognized a $15 million impairment charge related to goodwill. See Part I, Item 1, "Financial Statements—Note 6 to our Condensed Consolidated Financial Statements" for additional information.
Other income (loss), net. During the three months ended March 31, 2025, other income (loss), net decreased $11 million compared to the three months ended March 31, 2024. See Part I, Item 1, "Financial Statements—Note 18 to our Condensed Consolidated Financial Statements" for additional information.
Provision for income taxes.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||||||||
| Income before income taxes | $ | 52 | $ | 541 | $ | (489) | (90.4) | % | |||||||||||||||
| Provision for income taxes | (28) | (19) | (9) | (54.8) | % | ||||||||||||||||||
| Effective tax rate | 55.1 | % | 3.4 | % | 51.7 | % | |||||||||||||||||
The increase in the provision for income taxes during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, was primarily driven by an increase in uncertain tax positions in 2025 related to foreign tax filings, combined with a benefit related to employee compensation in 2024. The increase in the effective tax rate is driven by uncertain tax position activity in 2025 and the impact from both the sale of the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino and the UVC Transaction in addition to the release of a valuation allowance on certain foreign deferred tax assets in 2024. See Part I, Item 1, "Financial Statements—Note 11 to our Condensed Consolidated Financial Statements" for additional information.
Segment Results
We evaluate segment operating performance using segment revenues and Adjusted EBITDA. See Part I, Item 1, "Financial Statements—Note 16 to our Condensed Consolidated Financial Statements" for more information, including a reconciliation of segment Adjusted EBITDA to income before income taxes.
40
Management and franchising segment revenues and Adjusted EBITDA.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Better / (Worse) | |||||||||||||||||||||
| Gross fees (1) | $ | 316 | $ | 277 | $ | 39 | 13.8 | % | |||||||||||||||
| Other revenues | 11 | 9 | 2 | 22.0 | % | ||||||||||||||||||
| Segment revenues (2) | $ | 327 | $ | 286 | $ | 41 | 14.1 | % | |||||||||||||||
(1) See "—Results of Operations" for further discussion regarding the increase in gross fee revenues. | |||||||||||||||||||||||
(2) Includes $9 million and $15 million of intersegment revenues for the three months ended March 31, 2025 and March 31, 2024, respectively. See Part I, Item 1, "Financial Statements—Note 16 to our Condensed Consolidated Financial Statements" for additional information. | |||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Better / (Worse) | |||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 236 | $ | 203 | $ | 33 | 16.5 | % | |||||||||||||||
Adjusted EBITDA increased during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily driven by the increase in gross fee revenues, partially offset by an increase general and administrative expenses, most notably payroll and related costs.
Owned and leased segment revenues and Adjusted EBITDA.
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | Better / (Worse) | Currency Impact | ||||||||||||||||||||||||||
| Segment revenues (1), (2) | $ | 223 | $ | 316 | $ | (93) | (29.5) | % | $ | (4) | |||||||||||||||||||
(1) See "—Results of Operations" for further discussion regarding the decrease in owned and leased revenues. | |||||||||||||||||||||||||||||
(2) Includes $4 million and $7 million of intersegment revenues for the three months ended March 31, 2025 and March 31, 2024, respectively. | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Better / (Worse) | |||||||||||||||||||||
| Owned and leased Adjusted EBITDA (1) | $ | 15 | $ | 45 | $ | (30) | (68.7) | % | |||||||||||||||
| Pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA | 12 | 17 | (5) | (25.8) | % | ||||||||||||||||||
| Segment Adjusted EBITDA | $ | 27 | $ | 62 | $ | (35) | (57.2) | % | |||||||||||||||
(1) See "—Results of Operations" for further discussion regarding the decreases in owned and leased revenues and owned and leased expenses. | |||||||||||||||||||||||
Our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA decreased during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily driven by a property undergoing a significant renovation.
Distribution segment revenues and Adjusted EBITDA.
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Better / (Worse) | |||||||||||||||||||||
| Distribution revenues (1) | $ | 315 | $ | 319 | $ | (4) | (1.4) | % | |||||||||||||||
| Other revenues (1) | — | 26 | (26) | (100.0) | % | ||||||||||||||||||
| Segment revenues | $ | 315 | $ | 345 | $ | (30) | (8.7) | % | |||||||||||||||
(1) See "—Results of Operations" for further discussion regarding the decreases in distribution revenues and other revenues. | |||||||||||||||||||||||
41
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Better / (Worse) | |||||||||||||||||||||
| Segment Adjusted EBITDA | $ | 49 | $ | 39 | $ | 10 | 25.2 | % | |||||||||||||||
Excluding the impact of the UVC Transaction, Adjusted EBITDA increased $4 million during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily driven by distribution revenues and distribution expenses. See "—Results of Operations" for further discussion.
Non-GAAP Measures
Adjusted Earnings Before Interest Expense, Taxes, Depreciation, and Amortization ("Adjusted EBITDA")
We use the term Adjusted EBITDA throughout this Quarterly Report. Adjusted EBITDA, as we define it, is a non-GAAP measure. We define consolidated Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation plus net income (loss) attributable to noncontrolling interests and our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA, primarily based on our ownership percentage of each owned and leased venture, adjusted to exclude the following items:
•management and hotel services agreement and franchise agreement assets (key money assets) amortization and performance cure payments, which constitute payments to customers (Contra revenue);
•revenues for reimbursed costs;
•reimbursed costs that we intend to recover over the long term;
•stock-based compensation expense;
•transaction and integration costs;
•depreciation and amortization;
•equity earnings (losses) from unconsolidated hospitality ventures;
•interest expense;
•gains (losses) on sales of real estate and other;
•asset impairments;
•other income (loss), net; and
•benefit (provision) for income taxes.
We calculate consolidated Adjusted EBITDA by adding the Adjusted EBITDA of each of our reportable segments and eliminations to unallocated overhead expenses.
Our board of directors and executive management team focus on Adjusted EBITDA as one of the key performance and compensation measures both on a segment and on a consolidated basis. Adjusted EBITDA assists 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 on a consolidated basis. Our President and Chief Executive Officer, who is our CODM, also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in part, by assessing the Adjusted EBITDA of each segment. In addition, the compensation committee of our board of directors determines the annual variable compensation for certain members of our management based in part on consolidated Adjusted EBITDA, segment Adjusted EBITDA, or some combination of both.
We believe Adjusted EBITDA is useful to investors because it provides investors with the same information that we use internally for purposes of assessing our operating performance and making compensation decisions and facilitates our comparison of results with our prior-period and forecasted results as well as our industry and competitors.
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
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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.
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. If we collect amounts in excess of amounts spent, we have a commitment to our hotel owners to spend these amounts on the related system-wide services and programs. Additionally, if we spend in excess of amounts collected, we have a contractual right to adjust future collections or expenditures to recover prior-period costs. These timing differences are due to our discretion to spend in excess of revenues earned or less than revenues earned in a single period to ensure that the system-wide services and programs are operated in the best long-term interests of our hotel owners. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively. Therefore, we exclude the net impact when evaluating period-over-period changes in our operating results. Adjusted EBITDA includes reimbursed costs related to system-wide services and programs that we do not intend to recover from hotel owners. Finally, we exclude other items that are not core to our operations and may vary in frequency or magnitude, such as transaction and integration costs, asset impairments, unrealized and realized gains and losses on marketable securities, and gains and losses on sales of real estate and other.
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. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. 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 condensed consolidated statements of income in our condensed consolidated financial statements included elsewhere in this Quarterly Report.
See below for a reconciliation of net income attributable to Hyatt Hotels Corporation to consolidated Adjusted EBITDA.
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. 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. See "—Results of Operations" for a reconciliation of general and administrative expenses to Adjusted general and administrative expenses.
ADR
ADR represents hotel room revenues, divided by the total number of rooms sold in a given period. ADR measures the average room price attained by a hotel, and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in our industry, and we use ADR to assess the pricing levels that we are able to generate by customer group, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described below.
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
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compared. Comparable system-wide also excludes properties for which comparable results are not available. We may use variations of comparable system-wide to specifically refer to comparable system-wide hotels or our all-inclusive resorts, for those properties that we manage, franchise, or provide services to within the management and franchising segment. "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. We may use variations of comparable owned and leased to specifically refer to comparable owned and leased hotels or our all-inclusive resorts, for those properties that we own or lease within the owned and leased segment. Comparable system-wide and comparable owned and leased are commonly used as a basis of measurement in our industry. "Non-comparable system-wide" or "non-comparable owned and leased" represent all properties that do not meet the respective definition of "comparable" as defined above.
Constant Dollar Currency
We report the results of our operations both on an as reported basis, as well as on a constant dollar basis. Constant Dollar Currency, which is a non-GAAP measure, excludes the effects of movements in foreign currency exchange rates between comparative periods. We believe constant dollar analysis provides valuable information regarding our results as it removes currency fluctuations from our operating results. We calculate Constant Dollar Currency by restating prior-period local currency financial results at current-period exchange rates. These restated amounts are then compared to our current-period reported amounts to provide operationally driven variances in our results.
Net Package ADR
Net Package ADR represents net package revenues divided by the total number of rooms sold in a given period. 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. Net Package ADR measures the average room price attained by a hotel, and Net Package ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. 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.
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 packages comprised of rooms, food and beverage, and entertainment revenues, net of compulsory tips paid to employees. 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.
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 property rooms increases or decreases.
RevPAR
RevPAR is the product of the ADR and the average daily occupancy percentage. 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. RevPAR is a commonly used performance measure in our industry.
RevPAR changes that are driven predominantly by changes in occupancy have different implications for overall revenue levels and incremental profitability than do changes that are driven predominantly by changes in average room rates. For example, increases in occupancy at a hotel would lead to increases in room revenues and
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additional variable operating costs, including housekeeping services, utilities, and room amenity costs, and could also result in increased ancillary revenues, including food and beverage. In contrast, changes in average room rates typically have a greater impact on margins and profitability as average room rate changes result in minimal impacts to variable operating costs.
The table below provides a reconciliation of net income attributable to Hyatt Hotels Corporation to consolidated Adjusted EBITDA:
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||||||||
| Net income attributable to Hyatt Hotels Corporation | $ | 20 | $ | 522 | $ | (502) | (96.4) | % | |||||||||||||||
| Contra revenue | 20 | 13 | 7 | 50.7 | % | ||||||||||||||||||
| Revenues for reimbursed costs | (886) | (802) | (84) | (10.5) | % | ||||||||||||||||||
| Reimbursed costs | 902 | 836 | 66 | 8.0 | % | ||||||||||||||||||
| Stock-based compensation expense (1) | 31 | 31 | — | (1.7) | % | ||||||||||||||||||
| Transaction and integration costs | 23 | 8 | 15 | 176.2 | % | ||||||||||||||||||
| Depreciation and amortization | 80 | 92 | (12) | (12.6) | % | ||||||||||||||||||
| Equity (earnings) losses from unconsolidated hospitality ventures | 12 | (75) | 87 | 115.5 | % | ||||||||||||||||||
| Interest expense | 66 | 38 | 28 | 72.1 | % | ||||||||||||||||||
| Gains on sales of real estate and other | — | (403) | 403 | 100.0 | % | ||||||||||||||||||
| Asset impairments | 4 | 17 | (13) | (74.6) | % | ||||||||||||||||||
| Other (income) loss, net | (43) | (54) | 11 | 21.0 | % | ||||||||||||||||||
| Provision for income taxes | 28 | 19 | 9 | 54.8 | % | ||||||||||||||||||
| Net income attributable to noncontrolling interests | 4 | — | 4 | NM | |||||||||||||||||||
| Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA | 12 | 17 | (5) | (25.8) | % | ||||||||||||||||||
| Adjusted EBITDA | $ | 273 | $ | 259 | $ | 14 | 5.4 | % | |||||||||||||||
| (1) Includes amounts recognized in general and administrative expenses and distribution expenses. | |||||||||||||||||||||||
Liquidity and Capital Resources
Overview
We finance our business primarily with existing cash, short-term investments, and cash generated from our operations. As part of our long-term business strategy, we use net proceeds from dispositions to pay down debt; support new investment opportunities, including acquisitions; and return capital to our stockholders, when appropriate. We may also borrow cash under our revolving credit facility or from other third-party sources and raise funds by issuing debt or equity securities. We maintain a cash investment policy that emphasizes the preservation of capital.
During the three months ended March 31, 2025, we issued the 2028 Notes and 2032 Notes and received approximately $990 million of net proceeds, which we temporarily invested in marketable securities. On April 11, 2025, we entered into a credit agreement with a syndicate of lenders for a $1,700 million delayed draw term loan facility. We intend to use the net proceeds from the 2028 Notes, 2032 Notes, and delayed draw term loan facility to fund the purchase price for the planned Playa Hotels Acquisition. Further, during the three months ended March 31, 2025, we repaid $450 million of the outstanding 2025 Notes at maturity. See Part I, Item 1, "Financial Statements—Note 6 and Note 9 to our Condensed Consolidated Financial Statements" for additional information.
We may, from time to time, seek to retire or purchase our outstanding equity and/or debt securities through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an ASR transaction. Such repurchases or exchanges, if any, will depend on prevailing market conditions, restrictions in our existing or future financing arrangements, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material. During the quarter ended March 31, 2025, we returned $163 million of capital to our stockholders through $149 million of share repurchases and $14 million of quarterly dividend payments. At March 31, 2025, we had approximately $822 million
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remaining under the share repurchase program. See Part I, Item 1, "Financial Statements—Note 13 to our Condensed Consolidated Financial Statements" for additional information.
We believe that our cash position, short-term investments, cash from operations, borrowing capacity under our revolving credit and delayed draw term loan facilities, and access to the capital markets will be adequate to meet all of our funding requirements and capital deployment objectives in both the short term and long term.
Recent Transactions Affecting our Liquidity and Capital Resources
During both the three months ended March 31, 2025 and March 31, 2024, various transactions impacted our liquidity. See "—Sources and Uses of Cash."
Sources and Uses of Cash
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash provided by (used in): | |||||||||||
| Operating activities | $ | 153 | $ | 242 | |||||||
| Investing activities | 239 | 42 | |||||||||
| Financing activities | 340 | (444) | |||||||||
| Effect of exchange rate changes on cash | (8) | (2) | |||||||||
| Net increase in cash, cash equivalents, and restricted cash classified within assets held for sale | — | 3 | |||||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $ | 724 | $ | (159) | |||||||
Cash Flows from Operating Activities
Cash provided by operating activities decreased $89 million during the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to an increase in cash paid for income taxes.
Cash Flows from Investing Activities
During the three months ended March 31, 2025:
•We received $309 million of net proceeds from marketable securities and short-term investments.
•We invested $30 million in capital expenditures (see "—Capital Expenditures").
•We contributed $25 million to unconsolidated hospitality ventures.
•We invested $21 million in HTM debt securities.
During the three months ended March 31, 2024:
•We received $173 million of net proceeds from the sale of the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino.
•We received $41 million of net proceeds from the UVC Transaction.
•We invested $135 million in net purchases of marketable securities and short-term investments.
•We invested $34 million in capital expenditures (see "—Capital Expenditures").
Cash Flows from Financing Activities
During the three months ended March 31, 2025:
•We issued senior notes and received approximately $990 million of net proceeds, after deducting $10 million of underwriting discounts and other offering expenses.
•We repaid the outstanding 2025 Notes at maturity for approximately $460 million, inclusive of $10 million of accrued interest.
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•We repurchased 1,078,511 shares of Class A common stock for an aggregate purchase price of $149 million.
•We paid $23 million of withholding taxes for stock-based compensation.
•We paid one quarterly $0.15 per share cash dividend on outstanding shares of Class A and Class B common stock totaling $14 million.
During the three months ended March 31, 2024:
•We repurchased 2,515,656 shares of Class A and Class B common stock for an aggregate purchase price of $388 million.
•We paid $40 million of withholding taxes for stock-based compensation.
•We paid one quarterly $0.15 per share cash dividend on outstanding shares of Class A and Class B common stock totaling $15 million.
We define net debt as total debt less the total of cash and cash equivalents and short-term investments. We consider net debt and its components to be an important indicator of liquidity and a guiding measure of capital structure strategy. Net debt is a non-GAAP measure and may not be computed the same as similarly titled measures used by other companies. The following table provides a summary of our debt-to-total capital ratios:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Consolidated debt (1) | $ | 4,328 | $ | 3,782 | |||||||
| Stockholders' equity | 3,461 | 3,547 | |||||||||
| Total capital | 7,789 | 7,329 | |||||||||
| Total debt-to-total capital | 55.6 | % | 51.6 | % | |||||||
| Consolidated debt (1) | 4,328 | 3,782 | |||||||||
| Less: cash and cash equivalents and short-term investments | (1,805) | (1,383) | |||||||||
| Net consolidated debt | $ | 2,523 | $ | 2,399 | |||||||
| Net debt-to-total capital | 32.4 | % | 32.7 | % | |||||||
(1) Excludes approximately $399 million and $370 million of our share of unconsolidated hospitality venture indebtedness at March 31, 2025 and December 31, 2024, respectively, substantially all of which is non-recourse to us and a portion of which we guarantee pursuant to separate agreements. See Part I, Item 1, "Financial Statements—Note 12 to our Condensed Consolidated Financial Statements" for additional information.
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. We have been, and will continue to be, disciplined with respect to our capital spending, taking into account our cash flows from operations.
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Maintenance and technology | $ | 26 | $ | 27 | |||||||
| Enhancements to existing properties | 4 | 7 | |||||||||
| Total capital expenditures | $ | 30 | $ | 34 | |||||||
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Senior Notes
The table below sets forth the outstanding principal balance of our Senior Notes at March 31, 2025, as described in Part I, Item 1, "Financial Statements—Note 9 to our Condensed Consolidated Financial Statements." Interest on the outstanding Senior Notes is payable semi-annually.
| Outstanding principal amount | |||||
$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 | ||||
$500 million senior unsecured notes maturing in 2028—5.050% | 500 | ||||
$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 | ||||
$500 million senior unsecured notes maturing in 2032—5.750% | 500 | ||||
$350 million senior unsecured notes maturing in 2034—5.500% | 350 | ||||
| Total Senior Notes | $ | 4,239 | |||
We are in compliance with all applicable covenants under the indenture governing our Senior Notes at March 31, 2025.
Revolving Credit Facility
Our revolving credit facility is intended to provide financing for working capital and general corporate purposes, including commercial paper backup and permitted investments and acquisitions. At March 31, 2025, we had no balance outstanding. See Part I, Item 1, "Financial Statements—Note 9 to our Condensed Consolidated Financial Statements."
We are in compliance with all applicable covenants under the revolving credit facility at March 31, 2025.
Letters of Credit
We issue letters of credit either under our revolving credit facility or directly with financial institutions. We had $105 million in letters of credit issued directly with financial institutions outstanding at March 31, 2025. At March 31, 2025, these letters of credit, which mature on various dates through 2026, had weighted-average fees of approximately 92 basis points. See Part I, Item 1, "Financial Statements—Note 12 to our Condensed Consolidated Financial Statements."
Critical Accounting Policies and Estimates
Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures in our condensed consolidated financial statements and accompanying Notes. We have disclosed those estimates that we believe are critical and require complex judgment in their application in our 2024 Form 10-K. At March 31, 2025, there have been no material changes to our critical accounting policies or the methodologies or assumptions we apply under them as previously disclosed in our 2024 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
At March 31, 2025, there have been no material changes to our market risk previously disclosed in response to Item 7A to Part II of our 2024 Form 10-K.
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Item 4. Controls and Procedures.
Disclosure Controls and Procedures.
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting.
There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, workers' compensation and other employee claims, intellectual property claims, and claims related to our management of certain hotel properties. Most occurrences involving liability, claims of negligence, and employees are covered by insurance, in each case, with solvent insurance carriers. We record a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material effect on our consolidated financial position, results of operations, or liquidity.
See Part I, Item 1, "Financial Statements—Note 11 and Note 12 to our Condensed Consolidated Financial Statements" for more information related to tax and legal contingencies, respectively.
Item 1A. Risk Factors.
We are supplementing the risk factors described under the section titled "Risk Factors" in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 with the following risk factors.
We expect to incur material expenses and indebtedness related to the Playa Hotels Acquisition.
We expect to incur material expenses and indebtedness in completing the Playa Hotels Acquisition and integrating the business, operations, practices, policies, and procedures of Playa Hotels. While we have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. We have financed a portion of the consideration for the Playa Hotels Acquisition through the incurrence of indebtedness, which has increased our debt service obligations and could increase the risk of downgrade of our credit ratings by credit rating agencies. These additional expenses or indebtedness could have an adverse effect on us or our results of operations.
We may not realize the anticipated benefits from the pending Playa Hotels Acquisition.
The Playa Hotels Acquisition involves the combination of two companies that currently operate as independent companies. While we and Playa Hotels will continue to operate independently until the completion of the Playa Hotels Acquisition, the success of the Playa Hotels Acquisition will depend, in part, on our ability to realize the anticipated benefits from successfully combining our and Playa Hotels' businesses after closing. We plan on devoting substantial management attention and resources to integrating our and Playa Hotels' business practices so that we can fully realize the anticipated benefits of the Playa Hotels Acquisition. Nonetheless, the business and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than originally anticipated. The Playa Hotels Acquisition could also result in the assumption of unknown or contingent liabilities, and, because Playa Hotels operates in the same sector that we do, the Playa Hotels Acquisition could also exacerbate a number of risks that currently apply to us. Further, as part of our capital strategy, we plan to continue from time to time to sell certain real estate, including real estate acquired as part of the Playa Hotels Acquisition, subject to a management and hotel services agreement or franchise agreement, with the primary purpose of using the proceeds to repay indebtedness issued as part of the transaction. As we actively market and look to sell selected real estate assets, general economic conditions, rising interest rates, and/or property-specific issues may negatively affect real estate values, prevent us from selling real estate assets on acceptable terms or at expected values, or prevent us from selling real estate assets within committed timeframes.
Potential difficulties we may encounter following closing include the following:
•the inability to successfully combine our and Playa Hotels' businesses in a manner that permits us to realize the anticipated benefits of the Playa Hotels Acquisition in the time frame currently anticipated, or at all;
•the failure to integrate internal systems, programs and internal controls, or decisions by our management to apply different accounting policies, assumptions or judgments to Playa Hotels' operational results than Playa Hotels applied in the past;
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•the inability to successfully realize the anticipated value of the Playa Hotels Acquisition to expand our all-inclusive ALG Vacations and Unlimited Vacation Club distribution channels or the expected benefits and added value from the World of Hyatt loyalty program;
•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 Playa Hotels, 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;
•preserving the important licensing, distribution, marketing, owner, customer, labor, and other relationships of the acquired assets;
•coordinating sales, distribution, loyalty, membership, and marketing functions;
•loss of sales and other commercial relationships;
•the complexities associated with managing the combined company;
•the failure to retain key employees of either of the two companies that may be difficult to replace;
•the disruption of each company's ongoing businesses or inconsistencies in services, standards, controls, procedures, and policies;
•potential unknown liabilities and unforeseen increased expenses, delays, or regulatory conditions associated with the Playa Hotels Acquisition; and
•performance shortfalls at one or both of the two companies as a result of the diversion of management's attention caused by completing the Playa Hotels Acquisition and integrating our and Playa Hotels' operations.
Based on our preliminary purchase accounting estimates, a significant portion of the purchase price for the Playa Hotels Acquisition would be allocated to goodwill and intangible assets and we already hold a significant amount of these assets. On a quarterly basis, we evaluate our assets for impairment based on various factors, including actual operating results, trends of projected revenues and profitability, potential or actual terminations of underlying management and hotel services agreements and franchise agreements, pending third-party offers, and significant adverse changes in the business climate. If our acquisition of the Playa Hotels does not yield expected returns, we may be required to recognize additional impairment charges, which could materially adversely affect our reported results.
Any of these risks could adversely affect our ability to maintain relationships with customers, vendors, colleagues, and other commercial relationships or adversely affect our or Playa Hotels' future operational results. As a result, the anticipated benefits of the Playa Hotels Acquisition may not be realized at all or may take longer to realize or cost more than expected, which could adversely affect our business, financial condition, results of operations, and growth prospects. In addition, changes in laws and regulations could adversely impact our business, financial condition, results of operations, and growth prospects after the Playa Hotels Acquisition.
The pending Playa Hotels Acquisition may not be completed on the currently contemplated timeline or terms, or at all.
Consummation of the Playa Hotels Acquisition is conditioned on, among other things, the receipt of certain consents and other approvals under the competition laws of various jurisdictions. Neither we nor Playa Hotels can provide assurance that the conditions to completing the Playa Hotels Acquisition will be satisfied or waived, and accordingly, that the Playa Hotels Acquisition will be completed on the terms or timeline that the parties anticipate or at all. If any condition to the Playa Hotels Acquisition is not satisfied, it could delay or prevent the Playa Hotels Acquisition from occurring, which could negatively impact our business, financial condition, results of operations, and growth prospects.
Failure to complete the pending Playa Hotels Acquisition could have an adverse effect on us.
Either we or Playa Hotels may terminate the Purchase Agreement in specified circumstances. If the Playa Hotels Acquisition is not completed, our business, financial condition, results of operations, and growth prospects
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may be adversely affected and, without realizing any of the benefits of having completed the Playa Hotels Acquisition, we will be subject to a number of risks, including the following:
•the market price of our securities could decline;
•we will be required to pay certain costs relating to the Playa Hotels Acquisition, such as legal, accounting, financial advisor, filing, printing and mailing fees, and integration costs that have already been incurred or will continue to be incurred until the closing of the Playa Hotels Acquisition, whether or not the Playa Hotels Acquisition is completed;
•if the Purchase Agreement is terminated, our stockholders cannot be certain that we will be able to find another acquisition opportunity as attractive to us as the Playa Hotels Acquisition;
•we could be subject to litigation related to any failure to complete the Playa Hotels Acquisition or related to any enforcement proceeding commenced against us to perform our obligations under the Purchase Agreement;
•we will not realize the benefit of the time and resources, financial and otherwise, committed by our management to matters relating to the Playa Hotels Acquisition that could have been devoted to pursuing other beneficial opportunities; and
•we may experience reputational harm due to the adverse perception of any failure to successfully complete the Playa Hotels Acquisition or negative reactions from the financial markets or from our customers, vendors, employees and other commercial relationships.
Any of these risks could adversely affect our business, financial condition, results of operations, and growth prospects, and impact our ability to meaningfully increase the percentage of revenues and earnings we generate from fees. Similarly, delays in the completion of the Playa Hotels Acquisition could, among other things, result in additional transaction costs, loss of revenue, or other negative effects associated with delay and uncertainty about the completion of the Playa Hotels Acquisition and could adversely affect our business, financial condition, results of operations, and growth prospects.
The pendency of the Playa Hotels Acquisition could adversely affect our and/or Playa Hotels' businesses and operations.
In connection with the pending Playa Hotels Acquisition, some customers, vendors, or other parties with commercial relationships with each of us and Playa Hotels may delay or defer decisions, which could adversely affect the revenues, earnings, cash flows, and expenses of us and Playa Hotels, regardless of whether the Playa Hotels Acquisition is completed. In addition, due to operating covenants in the Purchase Agreement, Playa Hotels may be unable (without our prior written consent), during the pendency of the Playa Hotels Acquisition, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions, and otherwise pursue other actions outside the ordinary course, even if such actions would prove beneficial.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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 March 31, 2025:
| 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 | |||||||||||||||||||||||
| January 1 to January 31, 2025 | — | $ | — | — | $ | 971,005,888 | ||||||||||||||||||||
| February 1 to February 28, 2025 | 686,793 | 144.70 | 686,793 | $ | 871,629,145 | |||||||||||||||||||||
| March 1 to March 31, 2025 | 391,718 | 127.64 | 391,718 | $ | 821,629,420 | |||||||||||||||||||||
| Total | 1,078,511 | $ | 138.50 | 1,078,511 | ||||||||||||||||||||||
(1)On May 8, 2024, our board of directors approved an expansion of our share repurchase program. Under such 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 ASR transaction. 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 March 31, 2025, we had approximately $822 million remaining under the share repurchase program. See Part I, Item 1, "Financial Statements—Note 13 to our Condensed Consolidated Financial Statements" for additional information.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
53
Item 6. Exhibits.
Exhibit Number | Exhibit Description | ||||
| 2.1 | |||||
| 3.1 | |||||
| 3.2 | |||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
54
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| HYATT HOTELS CORPORATION | |||||||||||
| Date: | May 1, 2025 | By: | /s/ Mark S. Hoplamazian | ||||||||
| Mark S. Hoplamazian | |||||||||||
| President and Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| HYATT HOTELS CORPORATION | |||||||||||
| Date: | May 1, 2025 | By: | /s/ Joan Bottarini | ||||||||
| Joan Bottarini | |||||||||||
| Executive Vice President, Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
55
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark S. Hoplamazian, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hyatt Hotels Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| May 1, 2025 | /s/ Mark S. Hoplamazian | ||||
| Mark S. Hoplamazian | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joan Bottarini, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hyatt Hotels Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| May 1, 2025 | /s/ Joan Bottarini | ||||
| Joan Bottarini | |||||
| Executive Vice President, Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hyatt Hotels Corporation (the "Company") on Form 10-Q for the quarter ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| May 1, 2025 | /s/ Mark S. Hoplamazian | ||||
| Mark S. Hoplamazian | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as a part of this report or on a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hyatt Hotels Corporation (the "Company") on Form 10-Q for the quarter ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| May 1, 2025 | /s/ Joan Bottarini | ||||
| Joan Bottarini | |||||
| Executive Vice President, Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as a part of this report or on a separate disclosure document.