# Hyatt Hotels Corp (H) FY 2024 MD&A

Verbatim Item 7 Management's Discussion and Analysis from Hyatt Hotels Corp's 10-K for fiscal year 2024.

SEC filing source: https://www.sec.gov/Archives/edgar/data/1468174/000146817425000009/h-20241231.htm
Accession: 0001468174-25-000009
Filing date: 2025-02-13
Report date: 2024-12-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high

Company profile: /company/H/
All MD&A years: /company/H/mda/
Previous year: /company/H/mda/fy2023/ (FY 2023)
Next year: /company/H/mda/fy2025/ (FY 2025)

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part IV, Item 15, "Exhibits and Financial Statement Schedule—Consolidated Financial Statements." During the year ended December 31, 2024, we realigned our operating and reportable segments and revised certain financial statement line items. As a result, segment operating information and certain financial statement line items within our consolidated results of operations for the years ended December 31, 2023 and December 31, 2022 have been recast to reflect these changes and are included herein. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 1 and Note 19 to our Consolidated Financial Statements" for further information. For our discussion and analysis of our liquidity and capital resources for the year ended December 31, 2023, compared to the year ended December 31, 2022, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2023 Form 10-K. In addition to historical data, this discussion contains forward-looking statements about our business, operations, and financial performance based on current expectations that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in "Disclosure Regarding Forward-Looking Statements" and Part I, Item 1A, "Risk Factors" included elsewhere in this annual report.

Overview

At December 31, 2024, our hotel portfolio consisted of 1,442 properties (347,301 rooms), including:

•637 managed properties (191,898 rooms), including 110 all-inclusive resorts (38,327 rooms), all of which we operate under management and hotel services agreements with third-party owners;

•672 franchised properties (117,767 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 (10,252 rooms), including 17 owned hotels (6,059 rooms), 6 operating leased all-inclusive resorts (1,275 rooms), 4 operating leased hotels (1,697 rooms), 3 owned all-inclusive resorts (1,050 rooms), and 1 finance leased hotel (171 rooms), all of which we manage;

•21 managed properties and 2 franchised properties owned or leased by unconsolidated hospitality ventures (7,398 rooms);

•57 franchised properties (8,083 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 (11,903 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

•43 residential units (5,174 rooms), which consist of branded residences and serviced apartments. We manage all of the serviced apartments and those branded residential units that participate in a rental program with an adjacent Hyatt-branded hotel.

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 believe our business model allows us to pursue more diversified revenue and income streams balancing both the advantages and risks associated with these lines of business. Our expertise and experience in each of these areas gives us the flexibility to evaluate growth opportunities across our lines of business. Growth in the number of management and hotel services agreements and franchise agreements and earnings therefrom typically results in higher overall returns on invested capital because the capital investment under a typical management and hotel services agreement or franchise agreement is not significant. The capital required to build and maintain hotels we manage, franchise, or provide services to for third-party owners and franchisees is typically provided by the owner of the respective property with minimal capital required by us as the manager or franchisor. In certain instances, Hyatt has provided funding to owners for the acquisition and development of hotels

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that Hyatt will manage, franchise, or provide services to in the form of cash, debt repayment or performance guarantees, preferred equity, or mezzanine debt. During periods of increasing demand, we do not share fully in the incremental profits of hotel operations for hotels we manage for third-party owners as our arrangements generally include a base fee that is, typically, a percentage of revenue from the subject hotel and an incentive fee that is, typically, a percentage of hotel profits (in certain circumstances, after satisfying certain financial return thresholds to be earned by the owner), depending on the structure and terms of the management and hotel services agreement. We do not share in the benefits of increases in profits from franchised properties because franchisees pay us an initial application fee and ongoing royalty fees that are calculated as a percentage of gross room revenues, and also at times, as a percentage of food and beverage revenues, with no fees based on profits. Disputes or disruptions may arise with third-party owners and franchisees of hotels we manage, franchise, provide services to, or license to, and these disputes can result in the termination of the relevant agreement.

With respect to property ownership, we believe ownership of selected hotels in key markets enhances our ability to control our brand presence in these markets. Ownership of hotels allows us to capture the full benefit of increases in operating profits during periods of increasing demand and room rates. The cost structure of a typical hotel includes fixed costs, and therefore, as demand and room rates increase over time, the growth rate of operating profits typically is higher than the growth rate of revenues. The profits realized from our owned and leased hotels are generally more significantly affected by economic downturns and declines in revenues than the fee revenues earned from the properties we manage, franchise, or provide services to. This is because we absorb the full impact of declining profits for our owned and leased hotels, whereas our management and franchise fees do not have the same level of downside exposure to declining hotel profitability. Hotel ownership is more capital intensive than managing or franchising hotels for third-party owners and franchisees as we are responsible for the costs and capital expenditures for our owned and leased hotels. See also "—Principal Factors Affecting Our Results of Operations—Expenses" and Part I, Item 1A, "Risk Factors—Risks Related to Our Business—We are exposed to the risks resulting from investments in owned and leased real estate, which could increase our costs, reduce our profits, limit our ability to respond to market conditions, or restrict our growth strategy."

For the years ended December 31, 2024, December 31, 2023, and December 31, 2022, 75.8%, 76.1%, and 77.4% of our revenues, respectively, were derived from operations in the United States. At December 31, 2024 and December 31, 2023, 65.3% and 73.9% of our long-lived assets, respectively, were located in the United States.

We report our consolidated operations in U.S. dollars. Amounts are reported in millions, unless otherwise noted. 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 not measures recognized in accordance with accounting principles generally accepted in the United States of America ("GAAP"). See "—Key Business Metrics Evaluated by Management—Constant Dollar Currency" 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 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 previously recognized in integration costs during the three months ended March 31, 2024 and general and administrative expenses during the years ended December 31, 2023 and December 31, 2022, and transaction costs, which were previously recognized in general and administrative expenses during the three months ended March 31, 2024 and the years ended December 31, 2023 and December 31, 2022. Previously, only transaction costs recognized in gains (losses) on sales of real estate and other and other income (loss), net were excluded from Adjusted EBITDA. As these 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 "—Key Business Metrics Evaluated by Management—Adjusted EBITDA" for an explanation of how we utilize Adjusted EBITDA, why we present it, and material limitations on its usefulness. See "—Principal Factors Affecting Our Results of Operations—Expenses" for a description of transaction and integration costs.

During the year ended December 31, 2024, we realigned our operating and reportable segments to align with our business strategy, certain organizational changes within our leadership team, and the manner in which our CODM assesses performance and makes decisions regarding the allocation of resources. A summary of our reportable segments is as follows:

•Management and franchising, which consists of the provision of management, franchising, and hotel services, or the licensing of our intellectual property to, (i) our property portfolio, (ii) our co-branded credit card programs, and (iii) other hospitality-related businesses, including the Unlimited Vacation Club following the UVC Transaction;

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•Owned and leased, which consists of our owned and leased hotel portfolio and, for purposes of owned and leased segment Adjusted EBITDA, our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA based on our ownership percentage of each venture; and

•Distribution, which consists of distribution and destination management services offered through ALG Vacations and the boutique and luxury global travel platform offered through Mr & Mrs Smith. Prior to the UVC Transaction, this segment also included the Unlimited Vacation Club paid membership program.

Within overhead, we include unallocated corporate expenses.

In conjunction with the segment realignment, certain financial statement line item descriptions were revised within our consolidated statements of income. With the exception of the new transaction and integration costs financial statement line item described above, the composition of the accounts within these financial statement line items remains unchanged. Additionally, we created new financial statement line items, distribution revenues and distribution expenses, which include the results of ALG Vacations, previously recognized in distribution and destination management revenues and expenses, and the results of Mr & Mrs Smith, previously recognized in other fee revenues and selling, general, and administrative expenses.

Segment operating information for the years ended December 31, 2023 and December 31, 2022 have been recast to reflect these segment changes. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 1 and Note 19 to our Consolidated Financial Statements" for further discussion of our segment structure and financial statement line item changes.

Key Business Metrics Evaluated by Management

Revenues

We primarily derive our revenues from provision of management, franchising, and hotel services, licensing of our portfolio of brands to franchisees and other hospitality-related businesses, including the Unlimited Vacation Club, operation of our owned and leased hotel portfolio, and provision of distribution and destination management services. Management uses gross fee revenues, owned and leased revenues, distribution revenues, and other revenues to assess the overall performance of our business and to analyze trends such as consumer demand, brand preference, and competition. For a detailed discussion of our primary revenue sources, see "—Principal Factors Affecting Our Results of Operations—Revenues."

Adjusted EBITDA

We use the term Adjusted EBITDA throughout this annual 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 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;

•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.

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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 results from other companies within our industry.

Adjusted EBITDA excludes certain items that can vary widely across different industries and among companies within the same industry, including interest expense and benefit or provision for income taxes, which are dependent on company specifics, including capital structure, credit ratings, tax policies, and jurisdictions in which they operate; depreciation and amortization, which are dependent on company policies including how the assets are utilized as well as the lives assigned to the assets; Contra revenue, which is dependent on company policies and strategic decisions regarding payments to hotel owners; and stock-based compensation expense, which varies among companies as a result of different compensation plans companies have adopted.

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 consolidated statements of income (loss) in our consolidated financial statements included elsewhere in this annual report.

See "—Non-GAAP Measure Reconciliation" for a reconciliation of net income (loss) attributable to Hyatt Hotels Corporation to consolidated Adjusted EBITDA.

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.

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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 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 Revenue Per Available Room ("RevPAR")

Net Package RevPAR is the product of the Net Package ADR and the average daily occupancy percentage. Net Package RevPAR generally includes revenue derived from the sale of packages comprised of rooms, food and beverage, and entertainment revenues, net of compulsory tips paid to employees. Our 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.

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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 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.

Principal Factors Affecting Our Results of Operations

Our revenues and expenses are affected by a variety of factors. Revenues are principally affected by consumer demand, which is closely linked to economic conditions and is sensitive to business and personal discretionary spending levels. Certain expenses associated with our business, including interest, rent, property taxes, insurance, certain salaries and wages, and utilities costs, are relatively fixed and may increase at a greater rate than our revenues and/or may not be able to be reduced at the same rate as declining revenues. The fixed-cost nature of these expenses limits our ability to offset reductions in revenue through cost-cutting measures, which could adversely affect our net cash flows and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth, and when demand rapidly and significantly decreases, as we experienced with the COVID-19 pandemic. See Part I, Item 1A, "Risk Factors—Risks Related to the Hospitality Industry," and "Risk Factors—Risks Related to Our Business."

Revenues

We primarily derive our revenues from the following sources:

Gross fees.    Represents revenues derived from management fees earned from managed hotels and residential units, usually under long-term management and hotel services agreements; franchise fees received in connection with the franchising of our brands, usually under long-term franchise agreements; license fees received in connection with the licensing of the Hyatt brand names through our co-branded credit card programs and vacation units; management and royalty fees related to the management and licensing of certain of our brands to the Unlimited Vacation Club business; fees from hotel services provided to certain all-inclusive resorts within Latin America and the Caribbean; and termination fees. For a detailed discussion of our management and franchise fees, see Part I, Item 1, "Business—Management and Hotel Services Agreements" and Part I, Item 1, "Business—Franchise Agreements."

Owned and leased revenues.    Represents revenues derived from hotel operations, including room rentals and food and beverage sales and other ancillary revenues at our owned and leased properties. Revenues from the majority of our hotel operations depend heavily on demand from group and transient travelers.

Revenues from room rentals and ancillary revenues are primarily derived from three categories of customers: transient, group, and contract. Transient guests are individual travelers who are traveling for business or leisure. Our group guests are traveling for group events that reserve a minimum of 10 rooms for meetings or social functions sponsored by associations, corporate, social, military, educational, religious, or other organizations. Group business usually includes a block of room accommodations as well as other ancillary services, such as catering and banquet services. Our contract guests are traveling under a contract negotiated for a block of rooms for more than 30 days in duration at agreed-upon rates. Airline crews are typical generators of contract demand for our hotels.

Distribution revenues.    Represents revenues derived from the offering of travel products and services through ALG Vacations, including some or all of the following: air transportation, hotel accommodations primarily provided by third-party resorts, travel insurance, ground transportation, car rental reservations, and excursions provided by third parties. Distribution revenues also include commission fees related to Mr & Mrs Smith for bookings made directly through platform and through third-party partners.

Other revenues.    Represents revenues related to our co-branded credit card programs as well as the paid membership program prior to the UVC Transaction and the Destination Residential Management business, which was sold during the year ended December 31, 2023.

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Revenues for reimbursed costs.    Represents revenues for the reimbursement of costs incurred on behalf of third-party owners and franchisees. These reimbursed costs relate primarily to payroll at managed properties where we are the employer, as well as costs associated with system-wide services and the loyalty program operated on behalf of owners.

Intersegment eliminations.    Represents management fee revenues and expenses related to our owned and leased hotels, commission fee revenues and expenses related to certain ALG Vacations bookings, and promotional award redemption revenues and expenses related to our co-branded credit card programs at our owned and leased hotels, all of which are eliminated in consolidation.

RevPAR and Net Package RevPAR Statistics

The tables below include comparable system-wide RevPAR and comparable system-wide Net Package RevPAR by geography. See "—Segment Results" for detailed discussion of RevPAR by segment.

[[GREPCENT_TABLE]]
[["","","","RevPAR"],["","","","Year Ended December 31,"],["","Number of comparable hotels (1)","","2024","","vs. 2023 (in constant $)"],["Comparable system-wide hotels","1,080","","$","142","","","4.6","%"],["United States","645","","$","147","","","1.8","%"],["Americas (excluding United States)","66","","$","177","","","9.3","%"],["Greater China","121","","$","90","","","(0.1)","%"],["Asia Pacific (excluding Greater China)","106","","$","146","","","15.3","%"],["Europe","103","","$","167","","","10.9","%"],["Middle East & Africa","39","","$","134","","","6.7","%"],["","","","Net Package RevPAR"],["","","","Year Ended December 31,"],["","Number of comparable resorts (2)","","2024","","vs. 2023 (in reported $)"],["Comparable system-wide all-inclusive resorts","93","","$","244","","","4.4","%"],["Americas (excluding United States)","59","","$","278","","","3.0","%"],["Europe","34","","$","142","","","14.0","%"],["(1) Consists of hotels that we manage, franchise, own, lease, or provide services to, excluding all-inclusive properties."],["(2) Consists of all-inclusive properties that we manage, franchise, lease, or provide services to."]]
[[/GREPCENT_TABLE]]

The increase in comparable system-wide hotels RevPAR for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by higher demand and increased ADR across all geographies, except Greater China, with notable increases from Asia Pacific (excluding Greater China) and Europe, in part due to the Paris Summer Olympics.

The increase in comparable all-inclusive resorts Net Package RevPAR for the year ended December 31, 2024, compared to the year ended December 31, 2023, was driven by higher Net Package ADR and demand.

During the year ended December 31, 2024, we continued to see strong growth in business transient and group travel. Demand for leisure transient travel remained strong and above prior year levels. Compared to 2023, group bookings production increased at our Americas full service managed hotels, including our owned and leased hotels.

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[[GREPCENT_TABLE]]
[["","","","RevPAR"],["","","","Year Ended December 31,"],["","Number of comparable hotels (1)","","2023","","vs. 2022 (in constant $)"],["Comparable system-wide hotels","994","","","$","141","","","17.0","%"],["United States","638","","","$","145","","","8.2","%"],["Americas (excluding United States)","62","","","$","172","","","16.6","%"],["Greater China","102","","","$","99","","","89.5","%"],["Asia Pacific (excluding Greater China)","97","","","$","133","","","43.5","%"],["Europe","58","","","$","183","","","19.8","%"],["Middle East & Africa","37","","","$","128","","","8.3","%"],["","","","Net Package RevPAR"],["","","","Year Ended December 31,"],["","Number of comparable resorts (2)","","2023","","vs. 2022 (in reported $)"],["Comparable system-wide all-inclusive resorts","85","","","$","242","","","15.3","%"],["Americas (excluding United States)","56","","","$","268","","","14.5","%"],["Europe","29","","","$","134","","","23.3","%"],["(1) Consists of hotels that we manage, franchise, own, lease, or provide services to, excluding all-inclusive properties."],["(2) Consists of all-inclusive properties that we manage, franchise, lease, or provide services to."]]
[[/GREPCENT_TABLE]]

The increase in comparable system-wide hotels RevPAR for the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily driven by strong demand and ADR across all geographies, with the most significant increase in Greater China.

The increase in comparable all-inclusive resorts Net Package RevPAR for the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily driven by strong demand and Net Package ADR.

During the year ended December 31, 2023, leisure transient travel remained strong, and we continued to see strong growth in group travel, with group rooms revenue exceeding pre-COVID-19 pandemic levels. Compared to 2022, group bookings production increased at our Americas full service managed hotels, including our owned and leased hotels, and business transient demand continued to improve.

Competition.    The hospitality industry is highly competitive. Increased supply can put significant pressure on ADR at our properties as well as those of our competitors. We face competition from new distribution channels in the travel industry, including large companies that offer travel services as part of their business model, peer-to-peer inventory sources, and industry consolidation. We believe our brand strength and ability to manage our operations in an efficient manner will help us to continue competing successfully within the hospitality industry.

Agreements with third-party owners and franchisees and relationships with developers.    We depend on our long-term management and hotel services agreements and franchise agreements with third-party owners and franchisees for a significant portion of our management and franchise fees revenues. The viability of our management and franchising business depends on our ability to establish and maintain good relationships with third-party owners and franchisees. Our relationships with these third parties generate additional management and hotel services agreement and franchise agreement expansion opportunities as well as new relationships with developers and opportunities for property development, all of which can support our growth. We believe we have good relationships with our third-party owners, franchisees, and developers in all of our segments and are committed to the continued growth and development of these relationships. These relationships exist with a diverse group of third-party owners, franchisees, and developers and are not heavily concentrated with any particular third party.

Access to capital.    The hospitality industry is a capital-intensive business requiring significant capital expenditures to develop, operate, maintain, and renovate properties. Third-party owners and franchisees are required to fund capital expenditures for the properties they own in accordance with the terms of the applicable management and hotel services agreement or franchise agreement. Access to the capital that we or our third-party owners, franchisees, or development partners need to finance the construction of new properties or to maintain and renovate existing properties is critical to the continued growth of our business and our revenues. The availability of capital or the conditions under which we or our third-party owners, franchisees, or development partners can obtain capital can have a significant impact on the overall level, cost, and pace of future development and therefore, the ability to grow our revenues.

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Expenses

We primarily incur the following expenses:

General and administrative expenses.    Consists primarily of compensation expenses, including deferred compensation plans funded through contributions to rabbi trusts for certain employees, for our colleagues at our corporate and regional offices, including those that support our management and franchising segment; professional fees, including consulting, audit, and legal fees; travel and entertainment expenses; sales and marketing expenses; credit loss reserves on certain accounts receivables; and office administrative and related expenses, including rent expenses.

Owned and leased expenses.    Reflects the expenses incurred to operate our owned and leased hotels, including rooms expenses, food and beverage costs, other support costs, and property expenses. Rooms expenses generally includes compensation costs or third-party service costs for housekeeping, laundry, and front desk staff and supply costs for guest room amenities and laundry. Food and beverage costs include costs for wait and kitchen staff and food and beverage products. Other support costs consist of expenses associated with property-level management, including deferred compensation plans funded through contributions to rabbi trusts for certain employees, utilities, sales and marketing, hotel spa operations, parking and other guest recreation, entertainment, and services. Property expenses include property taxes, repairs and maintenance, rent, and insurance.

Distribution expenses.    Consists of expenses related to ALG Vacations, including costs directly related to selling travel products and related services such as chartered air expenses, credit card fees, and commission expenses, as well as destination management cost of sales. Distribution expenses also include compensation expenses, professional fees, sales and marketing expenses, and technology expenses related to ALG Vacations and Mr & Mrs Smith.

Other direct costs.    Represents expenses related to direct costs associated with our co-branded credit card programs as well as the paid membership program prior to the UVC Transaction and the Destination Residential Management business, which was sold during the year ended December 31, 2023.

Transaction and integration costs.    Consists of expenses related to transaction costs for potential and completed transactions, primarily related to professional fees incurred for acquisitions and dispositions, as well as integration costs incurred primarily related to the integration of recently acquired businesses, including certain compensation expenses, professional fees, sales and marketing expenses, and technology expenses. Transaction costs incurred during the period of a completed disposition are recognized in gains (losses) on sales of real estate and other.

Depreciation and amortization expenses.    Depreciation expenses represent non-cash depreciation of fixed assets such as buildings, furniture, fixtures, and equipment at our consolidated owned and leased properties and our corporate headquarters and regional offices. Amortization expenses primarily consist of amortization of customer relationships intangibles and management and hotel services agreement and franchise agreement intangibles. Changes in depreciation and amortization expenses may be driven by renovations of existing properties, acquisition or development of new properties and/or businesses, or the disposition of existing properties through sale or closure.

Reimbursed costs.    Represents costs incurred on behalf of third-party owners and franchisees. These reimbursed costs relate primarily to payroll at managed properties where we are the employer, as well as costs related to system-wide services and the loyalty program operated on behalf of owners of managed and franchised properties.

Other Items

Asset impairments

We hold significant amounts of goodwill, intangible assets, property and equipment, operating lease ROU assets, and investments. We evaluate these assets on a quarterly basis for impairment as further discussed in "—Critical Accounting Policies and Estimates." These evaluations have, in the past, resulted in impairment charges of certain assets based on the specific facts and circumstances surrounding those assets. In the future, we may be required to take additional impairment charges if there are declines in our asset and/or investment fair values.

Acquisitions, dispositions, and significant renovations

From time to time, we may acquire businesses to support our long-term growth strategy. We also routinely acquire, dispose, or undertake large-scale renovations of hotel properties. The results of operations derived from these properties do not, therefore, meet the definition of comparable as defined in "—Key Business Metrics Evaluated by Management—Comparable system-wide and Comparable owned and leased." The results of operations from these properties, however, may have a material effect on our results from period to period and are, therefore, discussed separately in "—Results of Operations," when material.

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In 2024, we entered into the following key transactions:

•sold Hyatt Regency Orlando and an adjacent undeveloped land parcel for approximately $723 million, net of cash disposed, closing costs, and proration adjustments, received a $265 million preferred equity investment, issued $50 million of seller financing for the adjacent undeveloped land parcel, and entered into a long-term management agreement;

•sold Park Hyatt Zurich for Swiss Francs ("CHF") 220 million (approximately $244 million), net of closing costs and proration adjustments, issued CHF 41 million (approximately $45 million) of seller financing, and entered into a long-term management agreement;

•sold Hyatt Regency San Antonio Riverwalk for $226 million, net of closing costs and proration adjustments, and entered into a long-term management agreement;

•sold the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino for $173 million of proceeds, net of cash disposed, closing costs, and proration adjustments, issued $41 million of seller financing, and entered into a long-term management agreement;

•completed the UVC Transaction in exchange for $41 million, net of cash disposed, retained 20% ownership in the unconsolidated hospitality venture, and entered into a long-term management agreement and license and royalty agreement;

•sold Hyatt Regency O'Hare Chicago for $11 million, net of closing costs and proration adjustment, issued $20 million of seller financing, and entered into a long-term franchise agreement;

•sold Hyatt Regency Green Bay for $3 million, net of closing costs and proration adjustments, and entered into a long-term franchise agreement;

•acquired a controlling financial interest in a hospitality venture that manages Bahia Principe Hotels & Resorts-branded properties and owns the Bahia Principe brand for €359 million (approximately $374 million) and €60 million of deferred consideration (the "Bahia Principe Transaction");

•acquired Standard International for $151 million and up to an additional $185 million of contingent consideration;

•acquired Alua Atlántico Golf Resort, Alua Tenerife, and AluaSoul Orotava Valley (the "Alua Portfolio") for €61 million (approximately $65 million) and assumed $53 million of long-term debt; and

•acquired the Me and All Hotels brand name for $28 million, inclusive of closing costs.

In 2023, we entered into the following key transactions:

•acquired Dream Hotel Group for $125 million and up to an additional $175 million of contingent consideration;

•acquired Mr & Mrs Smith for £58 million (approximately $72 million); and

•sold our interests in the entities that own the Destination Residential Management business for $2 million of base consideration and up to an additional $48 million of contingent consideration.

In 2022, we entered into the following key transactions:

•sold The Confidante Miami Beach for approximately $227 million, net of closing costs and proration adjustments, and entered into a long-term management agreement;

•sold Hyatt Regency Indian Wells Resort & Spa for approximately $136 million, net of closing costs and proration adjustments, and entered into a long-term management agreement;

•sold The Driskill for approximately $119 million, net of closing costs and proration adjustments, and entered into a long-term management agreement;

•sold Grand Hyatt San Antonio River Walk for approximately $109 million of cash, net of closing costs; a $19 million held-to-maturity ("HTM") debt security; and $18 million release of restricted cash and entered into a long-term management agreement;

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•sold Hyatt Regency Greenwich for approximately $38 million, net of closing costs and proration adjustments, and entered into a long-term management agreement; and

•acquired Hyatt Regency Irvine for $135 million, net of closing costs and proration adjustments.

See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 4 and Note 7 to our Consolidated Financial Statements" for further discussion on these key transactions.

Effect of foreign currency exchange rate fluctuations

A significant portion of our operations are conducted in functional currencies other than our reporting currency, which is the U.S. dollar. As a result, we are required to translate those results from the functional currency into U.S. dollars at market-based average exchange rates during the period reported. When comparing our results of operations between periods, there may be material portions of the changes in our revenues or expenses that are derived from fluctuations in exchange rates experienced between those periods. See Part I, Item 1A, "Risk Factors—Risks Related to our Business—The risks of doing business internationally, or in a particular country or region, could lower our revenues, increase our costs, reduce our profits, or disrupt our business."

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Results of Operations

Years Ended December 31, 2024, December 31, 2023, and December 31, 2022

Discussion on Consolidated Results 

For additional information regarding our consolidated results, refer to our consolidated statements of income included in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Consolidated Financial Statements." See "—Segment Results" for further discussion.

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.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Better / (Worse) 2024 vs. 2023","","Better / (Worse) 2023 vs. 2022"],["Base management fees","$","399","","","$","374","","","$","319","","","$","25","","","6.6","%","","$","55","","","17.5","%"],["Incentive management fees","242","","","232","","","192","","","10","","","4.0","%","","40","","","21.0","%"],["Franchise and other fees","458","","","364","","","297","","","94","","","25.8","%","","67","","","22.4","%"],["Gross fees","1,099","","","970","","","808","","","129","","","13.2","%","","162","","","20.2","%"],["Contra revenue","(69)","","","(47)","","","(31)","","","(22)","","","(45.4)","%","","(16)","","","(51.2)","%"],["Net fees","$","1,030","","","$","923","","","$","777","","","$","107","","","11.6","%","","$","146","","","18.9","%"]]
[[/GREPCENT_TABLE]]

The increase in base management fees during the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by increased transient and group demand, ADR, and portfolio growth, most notably in the Americas, Europe, and Asia Pacific (excluding Greater China). The increase in incentive management fees during the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by strong performance in Asia Pacific (excluding Greater China), Europe, and Middle East & Africa, partially offset by a decline in hotel performance in the United States, in part due to certain properties undergoing renovations.

The increases in base and incentive management fees during the year ended December 31, 2023, compared to the year ended December 31, 2022, were due to increased demand, ADR, and portfolio growth, with the largest increases in Asia Pacific, most notably in Greater China due to eased travel restrictions, partially offset by decreased incentive management fees in the Americas (excluding United States) as hotel profits were negatively impacted by currency translation. The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

The increase in franchise and other fees during the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by franchise fees in the Americas and Europe due to increased demand and portfolio growth, 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 increased license fees related to our co-branded credit card programs.

The increase in franchise and other fees during the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily driven by franchise fees, most notably in the United States due to increased demand and ADR and increased license fees related to our co-branded credit card programs. These increases were partially offset by a decrease in other fees in Europe as the year ended December 31, 2022 included fees from the termination of a management contract for a hotel in the pipeline.

The increase in Contra revenue during the years ended December 31, 2024 and December 31, 2023, compared to the same period in the prior years, was primarily due to incremental amortization of key money assets. The year ended December 31, 2024 also included an accrued performance cure payment and accelerated amortization associated with certain key money assets.

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Owned and leased revenues.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","Better / (Worse)","","Currency Impact"],["Comparable owned and leased revenues","$","843","","","$","799","","","$","44","","","5.6","%","","$","(2)"],["Non-comparable owned and leased revenues","331","","","540","","","(209)","","","(38.8)","%","","(2)"],["Owned and leased revenues","$","1,174","","","$","1,339","","","$","(165)","","","(12.3)","%","","$","(4)"]]
[[/GREPCENT_TABLE]]

The increase in comparable owned and leased revenues during the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by continued strength in business transient and group demand, with notable increases in New York due to strong demand, Chicago due to the Democratic National Convention, and Paris due to the Summer Olympics.

The decrease in non-comparable owned and leased revenues during the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by dispositions of owned hotels, partially offset by increased revenues at a renovated hotel in the United States.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2023","","2022","","Better / (Worse)","","Currency Impact"],["Comparable owned and leased revenues","$","1,303","","","$","1,114","","","$","189","","","16.9","%","","$","10"],["Non-comparable owned and leased revenues","36","","","121","","","(85)","","","(70.2)","%","","\u2014"],["Owned and leased revenues","$","1,339","","","$","1,235","","","$","104","","","8.4","%","","$","10"]]
[[/GREPCENT_TABLE]]

The increase in comparable owned and leased revenues during the year ended December 31, 2023, compared to the year ended December 31, 2022, was driven by increased demand and higher ADR, which contributed to increased rooms and food and beverage revenues. The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

The decrease in non-comparable owned and leased revenues during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by net disposition activity in 2022, partially offset by increased revenues at a renovated hotel in the United States.

Distribution revenues.    During the year ended December 31, 2024, distribution revenues decreased $24 million, compared to the year ended December 31, 2023, primarily driven by ALG Vacations due to the normalization of demand and higher pricing in 2023 as well as lower booking and departure volume in 2024, in part due to hurricane activity in the Caribbean, and decreased breakage recognized related to ALG Vacations travel credits. These declines were partially offset by increased revenues related to Amstar, in part due to product mix and a higher volume of passenger transfers, and commission fee revenues related to Mr & Mrs Smith, which was acquired in 2023.

During year ended December 31, 2023, distribution revenues increased $61 million, compared to the year ended December 31, 2022, primarily due to revenues from ALG Vacations and commission fee revenues related to Mr & Mrs Smith. The increase in ALG Vacations was primarily due to higher pricing, partially offset by normalized demand and certain credits recognized in 2022, which did not recur in 2023. The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

Other revenues.     During the year ended December 31, 2024, other revenues decreased $231 million, compared to the year ended December 31, 2023, driven by the UVC Transaction and the sale of the Destination Residential Management business in 2023, partially offset by an increase in revenues related to our co-branded credit card programs.

During the year ended December 31, 2023, other revenues increased $27 million, compared to the year ended December 31, 2022, primarily driven by the Unlimited Vacation Club paid membership program due to amortization of incremental membership contracts, which were signed at higher average prices, and our co-branded credit card programs. These increases were partially offset by the Destination Residential Management business, which was sold in 2023, and prior to the sale, experienced a decline in operations as certain properties were negatively impacted by the Maui wildfires during the year ended December 31, 2023.

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Revenues for reimbursed costs.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Change 2024 vs. 2023","","Change 2023 vs. 2022"],["Revenues for reimbursed costs","$","3,352","","","$","3,058","","","$","2,620","","","$","294","","","9.7","%","","$","438","","","16.7","%"],["Less: rabbi trust impact (1)","(23)","","","(27)","","","35","","","4","","","14.7","%","","(62)","","","(175.7)","%"],["Revenues for reimbursed costs, excluding rabbi trust impact","$","3,329","","","$","3,031","","","$","2,655","","","$","298","","","9.9","%","","$","376","","","14.1","%"],["(1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within reimbursed costs."]]
[[/GREPCENT_TABLE]]

Revenues for reimbursed costs increased during the years ended December 31, 2024 and December 31, 2023, compared to the same period in the prior years, 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. In 2024, the higher reimbursements for expenses were due to increased demand at our existing properties and portfolio growth. In 2023, the higher reimbursements for expenses were due to improved hotel operating performance, the recovery from the COVID-19 Omicron variant that negatively impacted travel in the beginning of 2022, and portfolio growth.

Additionally, during the year ended December 31, 2024, compared to the year ended December 31, 2023, revenues for reimbursed costs increased due to higher point redemptions related to the loyalty program.

General and administrative expenses.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Change 2024 vs. 2023","","Change 2023 vs. 2022"],["General and administrative expenses","$","548","","","$","578","","","$","435","","","$","(30)","","","(5.1)","%","","$","143","","","33.1","%"],["Less: rabbi trust impact (1)","(46)","","","(49)","","","67","","","3","","","10.2","%","","(116)","","","(174.7)","%"],["Less: stock-based compensation expense","(58)","","","(72)","","","(60)","","","14","","","15.8","%","","(12)","","","(18.8)","%"],["Adjusted general and administrative expenses","$","444","","","$","457","","","$","442","","","$","(13)","","","(2.9)","%","","$","15","","","3.5","%"],["(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."]]
[[/GREPCENT_TABLE]]

General and administrative expenses decreased $30 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily driven by the UVC Transaction. Excluding the impact of the UVC Transaction, general and administrative expenses increased $16 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily driven by credit loss reserves on certain receivables and payroll and related costs, partially offset by decreases in professional fees and stock-based compensation expense.

General and administrative expenses increased during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by the performance of the underlying investments in marketable securities held to fund our deferred compensation plans through rabbi trusts, increased payroll and related costs, stock-based compensation expense, and travel expenses, partially offset by the reversal of credit loss reserves on certain receivables.

Adjusted general and administrative expenses exclude the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. See "—Key Business Metrics Evaluated by Management—Adjusted General and Administrative Expenses" for further discussion.

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Owned and leased expenses.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","Better / (Worse)"],["Comparable owned and leased expenses","$","694","","","$","659","","","$","(35)","","","(5.2)","%"],["Non-comparable owned and leased expenses","228","","","357","","","129","","","36.3","%"],["Rabbi trust impact (1)","3","","","6","","","3","","","24.0","%"],["Owned and leased expenses","$","925","","","$","1,022","","","$","97","","","9.4","%"],["(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."]]
[[/GREPCENT_TABLE]]

The increase in comparable owned and leased expenses during the year ended December 31, 2024, compared to the year ended December 31, 2023, 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 year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by dispositions of owned hotels, partially offset by increased expenses at a renovated hotel in the United States.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2023","","2022","","Better / (Worse)"],["Comparable owned and leased expenses","$","971","","","$","831","","","$","(140)","","","(16.9)","%"],["Non-comparable owned and leased expenses","45","","","93","","","48","","","50.8","%"],["Rabbi trust impact (1)","6","","","(8)","","","(14)","","","(160.9)","%"],["Owned and leased expenses","$","1,022","","","$","916","","","$","(106)","","","(11.6)","%"],["(1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within net gains (losses) and interest income from marketable securities held to fund rabbi trusts."]]
[[/GREPCENT_TABLE]]

The increase in comparable owned and leased expenses during the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily due to increased fixed and variable expenses, most notably payroll and related costs. The year ended December 31, 2022 was impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022, which contributed to lower variable expenses.

The decrease in non-comparable owned and leased expenses during the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily driven by net disposition activity in 2022, partially offset by certain properties that underwent significant renovations in 2023.

Distribution expenses.    During the year ended December 31, 2024, distribution expenses increased $16 million, compared to the year ended December 31, 2023, primarily driven by payroll and related costs and marketing costs related to Mr & Mrs Smith, which was acquired in 2023, and increases in certain variable costs related to ALG Vacations and Amstar, in part due to a change in product mix as well as an increased volume of passenger transfers, partially offset by lower marketing costs.

During the year ended December 31, 2023, distribution expenses increased $84 million, compared to the year ended December 31, 2022, primarily due to ALG Vacations due to increases in certain variable costs and the recovery from the COVID-19 Omicron variant that negatively impacted travel in the beginning of 2022, as well as expenses related to Mr & Mrs Smith.

Other direct costs.    During the year ended December 31, 2024, other direct costs decreased $242 million, compared to the year ended December 31, 2023, driven by the UVC Transaction and the sale of the Destination Residential Management business, offset by an increase in expenses related to our co-branded credit card programs.

During the year ended December 31, 2023, other direct costs increased $56 million, compared to the year ended December 31, 2022, primarily driven by the Unlimited Vacation Club paid membership program and our co-branded credit card programs. The increase in the Unlimited Vacation Club paid membership program expenses was primarily due to increased marketing and overhead costs from incremental contract sales as well as increased amortization of deferred commission expenses related to membership contract sales, while the increase in our co-branded credit card programs was driven by a higher volume of point transfers. These increases were partially offset by the Destination Residential Management business, which was sold in 2023, and prior to the sale, experienced a decline in operations as certain properties were negatively impacted by the Maui wildfires that occurred during the year ended December 31, 2023.

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Transaction and integration costs.    During the year ended December 31, 2024, transaction and integration costs were flat, compared to the year ended December 31, 2023, primarily due to transaction and integration costs related to the Bahia Principe Transaction and the acquisition of Standard International in 2024, offset by transaction costs related to Dream Hotel Group and Mr & Mrs Smith as well as integration costs related to Dream Hotel Group in 2023.

During the year ended December 31, 2023, transaction and integration costs increased $7 million, compared to the year ended December 31, 2022, primarily due to transaction costs related to the acquisitions of Dream Hotel Group and Mr & Mrs Smith, transaction costs associated with dispositions that did not close in the period, and integration costs related to Dream Hotel Group, all of which were partially offset by integration costs related to ALG in 2022. See Part I, Item 1, "Financial Statements—Note 7 to our Consolidated Financial Statements" for additional information.

Depreciation and amortization expenses.    Depreciation and amortization expenses decreased $64 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the UVC Transaction and dispositions of owned hotels, partially offset by assets placed into service.

Depreciation and amortization expenses decreased $29 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to the use of an accelerated amortization method for certain intangible assets, which resulted in increased amortization expense in 2022, as well as dispositions of owned hotels.

Reimbursed costs.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Change 2024 vs. 2023","","Change 2023 vs. 2022"],["Reimbursed costs","$","3,457","","","$","3,144","","","$","2,632","","","$","313","","","9.9","%","","$","512","","","19.4","%"],["Less: rabbi trust impact (1)","(23)","","","(27)","","","35","","","4","","","14.7","%","","(62)","","","(175.7)","%"],["Reimbursed costs, excluding rabbi trust impact","$","3,434","","","$","3,117","","","$","2,667","","","$","317","","","10.1","%","","$","450","","","16.9","%"],["(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."]]
[[/GREPCENT_TABLE]]

Reimbursed costs increased during the years ended December 31, 2024 and December 31, 2023, compared to the same period in the prior years, 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. In 2024, the higher expenses were due to increased demand at our existing properties and portfolio growth. In 2023, the higher expenses were due to improved hotel operating performance, the recovery from the COVID-19 Omicron variant that negatively impacted travel in the beginning of 2022, and portfolio growth.

Additionally, during the year ended December 31, 2024, compared to the year ended December 31, 2023, reimbursed costs increased related to the loyalty program.

Net gains (losses) and interest income from marketable securities held to fund rabbi trusts.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Better / (Worse) 2024 vs. 2023","","Better / (Worse) 2023 vs. 2022"],["Rabbi trust gains (losses) allocated to general and administrative expenses","$","46","","","$","49","","","$","(67)","","","$","(3)","","","(10.2)","%","","$","116","","","174.7","%"],["Rabbi trust gains (losses) allocated to owned and leased expenses","3","","","6","","","(8)","","","(3)","","","(24.0)","%","","14","","","160.9","%"],["Net gains (losses) and interest income from marketable securities held to fund rabbi trusts","$","49","","","$","55","","","$","(75)","","","$","(6)","","","(11.4)","%","","$","130","","","173.2","%"]]
[[/GREPCENT_TABLE]]

Net gains (losses) and interest income from marketable securities held to fund rabbi trusts decreased during the year ended December 31, 2024, compared to the year ended December 31, 2023, and increased during the year ended December 31, 2023, compared to the year ended December 31, 2022, driven by the performance of the underlying invested assets.

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Equity earnings (losses) from unconsolidated hospitality ventures.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Better / (Worse) 2024 vs. 2023","","Better / (Worse) 2023 vs. 2022"],["Gain on dilution of ownership interest in an unconsolidated hospitality venture","$","79","","","$","\u2014","","","$","\u2014","","","$","79","","","$","\u2014"],["Net gains from sales activity related to unconsolidated hospitality ventures","20","","","\u2014","","","18","","","20","","","(18)"],["Distributions from unconsolidated hospitality ventures","7","","","6","","","8","","","1","","","(2)"],["Hyatt's share of unconsolidated hospitality ventures' net losses excluding foreign currency","(44)","","","(16)","","","(30)","","","(28)","","","14"],["Impairment charges related to investments in unconsolidated hospitality ventures","(15)","","","\u2014","","","\u2014","","","(15)","","","\u2014"],["Hyatt's share of unconsolidated hospitality ventures' foreign currency, net","(11)","","","4","","","\u2014","","","(15)","","","4"],["Other (1)","(5)","","","5","","","9","","","(10)","","","(4)"],["Equity earnings (losses) from unconsolidated hospitality ventures","$","31","","","$","(1)","","","$","5","","","$","32","","","$","(6)"],["(1) The year ended December 31, 2024 includes equity losses primarily related to a debt repayment guarantee for a hotel property in the United States."]]
[[/GREPCENT_TABLE]]

See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 4 and Note 15 to our Consolidated Financial Statements" for additional information.

Interest expense.     Interest expense increased $35 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the issuances of senior notes in 2024 and 2023, partially offset by the redemption of certain of our senior notes in 2024 and 2023.

Interest expense decreased $5 million during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily due to repurchases and redemptions of certain of our senior notes in 2023 and 2022, offset by the issuance of senior notes in 2023.

See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements" for additional information.

Gains (losses) on sales of real estate and other.    During the year ended December 31, 2024, we recognized the following:

•    $514 million pre-tax gain related to the sale of Hyatt Regency Orlando and an adjacent undeveloped land parcel;

•    $257 million pre-tax gain related to the sale of Park Hyatt Zurich;

•    $231 million pre-tax gain related to the UVC Transaction;

•    $172 million pre-tax gain related to the sale of the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino;

•    $100 million pre-tax gain related to the sale of Hyatt Regency San Antonio Riverwalk;

•    $17 million pre-tax loss related to a decrease in the carrying value of the contingent consideration receivable recorded in conjunction with the sale of the Destination Residential Management business in 2023;

•    $5 million pre-tax loss related to the sale of Hyatt Regency O'Hare Chicago; and

•    $4 million pre-tax loss related to the sale of Hyatt Regency Green Bay.

During the year ended December 31, 2023, we recognized a $19 million pre-tax gain related to the sale of the Destination Residential Management business.

During the year ended December 31, 2022, we recognized the following:

•$137 million pre-tax gain related to the sale of Grand Hyatt San Antonio River Walk;

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•$51 million pre-tax gain related to the sale of The Driskill;

•$40 million pre-tax gain related to the sale of Hyatt Regency Indian Wells Resort & Spa;

•$24 million pre-tax gain related to the sale of The Confidante Miami Beach; and

•$14 million pre-tax gain related to the sale of Hyatt Regency Greenwich.

See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 4 and Note 7 to our Consolidated Financial Statements" for additional information.

Asset impairments.    During the year ended December 31, 2024, we recognized $213 million of impairment charges related to $163 million of goodwill, $24 million of intangible assets, $21 million of property and equipment, and $5 million of operating lease ROU assets. During the year ended December 31, 2023, we recognized $30 million of impairment charges, primarily related to intangible assets. During the year ended December 31, 2022, we recognized $38 million of impairment charges, related to $31 million of intangibles assets and $7 million of goodwill.

See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 5, Note 8, and Note 9 to our Consolidated Financial Statements" for additional information.

Other income (loss), net.   Other income (loss), net increased $133 million and $158 million during the years ended December 31, 2024 and December 31, 2023, respectively, compared to the same period in the prior years. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 21 to our Consolidated Financial Statements" for additional information.

Benefit (provision) for income taxes.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Change 2024 vs. 2023","","Change 2023 vs. 2022"],["Income before income taxes","$","1,563","","","$","310","","","$","363","","","$","1,253","","","404.2","%","","$","(53)","","","(14.7)","%"],["Benefit (provision) for income taxes","(267)","","","(90)","","","92","","","(177)","","","(197.9)","%","","(182)","","","(197.8)","%"],["Effective tax rate","17.1","%","","28.9","%","","(25.2)","%","","","","(11.8)","%","","","","54.1","%"]]
[[/GREPCENT_TABLE]]

The increase in the provision for income taxes during the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by the gains on sales of Hyatt Regency Orlando and an adjacent undeveloped land parcel, Park Hyatt Zurich, and Hyatt Regency San Antonio Riverwalk.

The change in the provision for income taxes and increase in the effective tax rate for the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily due to the release of a significant portion of the valuation allowance on U.S. federal and state deferred tax assets in 2022 and the non-cash tax benefit from the foreign asset restructuring undertaken in 2023 related to the ALG integration.

See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 14 to our Consolidated Financial Statements" for further detail.

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Non-GAAP Measure Reconciliation

The table below provides a reconciliation of net income attributable to Hyatt Hotels Corporation to consolidated Adjusted EBITDA:

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["2024","","2023","","2022","","Change 2024 vs. 2023","","Change 2023 vs. 2022"],["Net income attributable to Hyatt Hotels Corporation","$","1,296","","","$","220","","","$","455","","","$","1,076","","","487.8","%","","$","(235)","","","(51.5)","%"],["Contra revenue","69","","","47","","","31","","","22","","","45.4","%","","16","","","51.2","%"],["Revenues for reimbursed costs","(3,352)","","","(3,058)","","","(2,620)","","","(294)","","","(9.7)","%","","(438)","","","(16.7)","%"],["Stock-based compensation expense (1)","62","","","75","","","60","","","(13)","","","(14.5)","%","","15","","","24.4","%"],["Transaction and integration costs","42","","","42","","","35","","","\u2014","","","1.6","%","","7","","","16.0","%"],["Depreciation and amortization","333","","","397","","","426","","","(64)","","","(16.1)","%","","(29)","","","(6.7)","%"],["Reimbursed costs","3,457","","","3,144","","","2,632","","","313","","","9.9","%","","512","","","19.4","%"],["Equity (earnings) losses from unconsolidated hospitality ventures","(31)","","","1","","","(5)","","","(32)","","","NM","","6","","","126.6","%"],["Interest expense","180","","","145","","","150","","","35","","","24.5","%","","(5)","","","(3.4)","%"],["(Gains) losses on sales of real estate and other","(1,245)","","","(18)","","","(263)","","","(1,227)","","","NM","","245","","","93.5","%"],["Asset impairments","213","","","30","","","38","","","183","","","617.3","%","","(8)","","","(21.1)","%"],["Other (income) loss, net","(257)","","","(124)","","","34","","","(133)","","","(107.5)","%","","(158)","","","(464.1)","%"],["(Benefit) provision for income taxes","267","","","90","","","(92)","","","177","","","197.9","%","","182","","","197.8","%"],["Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA","62","","","64","","","55","","","(2)","","","(2.6)","%","","9","","","16.8","%"],["Adjusted EBITDA","$","1,096","","","$","1,055","","","$","936","","","$","41","","","3.9","%","","$","119","","","12.7","%"],["(1) Includes amounts recognized in general and administrative expenses and distribution expenses."]]
[[/GREPCENT_TABLE]]

Segment Results

We evaluate segment operating performance using gross fee revenues, owned and leased revenues, distribution revenues, other revenues, and Adjusted EBITDA. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 19 to our Consolidated Financial Statements" for more information, including a reconciliation of segment Adjusted EBITDA to income before income taxes.

During the year ended December 31, 2024, we completed the UVC Transaction, which resulted in decreases in other revenues, general and administrative expenses, and other direct costs within the distribution segment for the year ended December 31, 2024 compared to the same period in the prior year.

Management and franchising segment revenues.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Better / (Worse) 2024 vs. 2023","","Better / (Worse) 2023 vs. 2022"],["Base management fees","$","432","","","$","414","","","$","356","","","$","18","","","4.5","%","","$","58","","","16.6","%"],["Incentive management fees","252","","","248","","","205","","","4","","","1.4","%","","43","","","21.1","%"],["Franchise and other fees","465","","","371","","","307","","","94","","","25.2","%","","64","","","20.4","%"],["Gross fees (1)","1,149","","","1,033","","","868","","","116","","","11.2","%","","165","","","19.0","%"],["Other revenues","42","","","110","","","134","","","(68)","","","(61.7)","%","","(24)","","","(17.6)","%"],["Segment revenues (2)","$","1,191","","","$","1,143","","","$","1,002","","","$","48","","","4.2","%","","$","141","","","14.1","%"],["(1) See \"\u2014Results of Operations\" for further discussion regarding the increases in gross fee revenues."],["(2) Includes $49 million, $62 million, and $58 million of intersegment revenues for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively. See Part IV, Item 15, \"Exhibits and Financial Statement Schedule\u2014Note 19 to our Consolidated Financial Statements\" for additional information."]]
[[/GREPCENT_TABLE]]

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The decreases in other revenues during the years ended December 31, 2024 and December 31, 2023, compared to the same period in the prior years, were driven by the sale of the Destination Residential Management business in 2023, partially offset by an increase related to our co-branded credit card programs. Prior to the sale of the Destination Residential Management business, operations were negatively impacted by Maui wildfires. See "—Results of Operations" for further discussion.

The tables below include comparable system-wide RevPAR, occupancy, and ADR by geography and for hotels that we manage, franchise, own, lease, or provide services to, excluding all-inclusive properties.

[[GREPCENT_TABLE]]
[["","","","Year Ended December 31,"],["","Number of comparable hotels","","RevPAR","","Occupancy","","ADR"],["","","","","","","","","vs. 2023","","","","","","","","","","","","","","vs. 2023"],["","","2024","","","","","","(in constant $)","","2024","","","","vs. 2023","","2024","","","","","","(in constant $)"],["Comparable system-wide hotels","1,080","","","$","142","","","","","","","4.6","%","","69.9","%","","","","2.0% pts","","$","204","","","","","","","1.6","%"],["United States","645","","","$","147","","","","","","","1.8","%","","70.0","%","","","","1.0% pts","","$","210","","","","","","","0.3","%"],["Americas (excluding United States)","66","","","$","177","","","","","","","9.3","%","","69.3","%","","","","2.4% pts","","$","256","","","","","","","5.5","%"],["Greater China","121","","","$","90","","","","","","","(0.1)","%","","70.2","%","","","","2.8% pts","","$","127","","","","","","","(4.1)","%"],["Asia Pacific (excluding Greater China)","106","","","$","146","","","","","","","15.3","%","","71.6","%","","","","4.6% pts","","$","204","","","","","","","7.9","%"],["Europe","103","","","$","167","","","","","","","10.9","%","","68.7","%","","","","3.7% pts","","$","243","","","","","","","5.0","%"],["Middle East & Africa","39","","","$","134","","","","","","","6.7","%","","67.1","%","","","","2.5% pts","","$","199","","","","","","","2.7","%"]]
[[/GREPCENT_TABLE]]

The increase in RevPAR at our comparable system-wide hotels during the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily driven by strong demand in business transient and group travel as well as increased inbound travel, most notably from Greater China and the United States into Asia Pacific (excluding Greater China) and from the United States into Europe. Additionally, the Paris Summer Olympics contributed to the RevPAR increase in Europe, while the RevPAR decrease in Greater China was driven by lower ADR.

During the year ended December 31, 2024, we removed 27 properties from comparable system-wide hotels results, including:

•in the United States, five properties that left the hotel portfolio, four properties that underwent significant renovations, one property that underwent an expansion, and one property that temporarily suspended operations;

•in the Americas (excluding United States), two properties that left the hotel portfolio, one property that temporarily suspended operations, and one property that underwent a significant renovation;

•in Greater China, two properties that temporarily suspended operations and one property that underwent a significant renovation;

•in Asia Pacific (excluding Greater China), three properties that left the hotel portfolio, two properties that underwent significant renovations, and one property that converted from franchised to managed;

•in Europe, one property that temporarily suspended operations and one property that left the hotel portfolio; and

•in Middle East & Africa, one property that temporarily suspended operations.

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[[GREPCENT_TABLE]]
[["","","","Year Ended December 31,"],["","Number of comparable hotels","","RevPAR","","Occupancy","","ADR"],["","","","","","","","","vs. 2022","","","","","","","","","","","","","","vs. 2022"],["","","2023","","","","","","(in constant $)","","2023","","","","vs. 2022","","2023","","","","","","(in constant $)"],["Comparable system-wide hotels","994","","","$","141","","","","","","","17.0","%","","69.0","%","","","","7.2% pts","","$","205","","","","","","","4.7","%"],["United States","638","","","$","145","","","","","","","8.2","%","","69.1","%","","","","3.3% pts","","$","210","","","","","","","3.0","%"],["Americas (excluding United States)","62","","","$","172","","","","","","","16.6","%","","68.1","%","","","","5.4% pts","","$","252","","","","","","","7.3","%"],["Greater China","102","","","$","99","","","","","","","89.5","%","","70.9","%","","","","23.9% pts","","$","139","","","","","","","25.6","%"],["Asia Pacific (excluding Greater China)","97","","","$","133","","","","","","","43.5","%","","68.1","%","","","","12.6% pts","","$","196","","","","","","","16.9","%"],["Europe","58","","","$","183","","","","","","","19.8","%","","69.4","%","","","","7.8% pts","","$","264","","","","","","","6.4","%"],["Middle East & Africa","37","","","$","128","","","","","","","8.3","%","","65.9","%","","","","4.3% pts","","$","195","","","","","","","1.2","%"]]
[[/GREPCENT_TABLE]]

The increase in RevPAR at our comparable system-wide hotels during the year ended December 31, 2023, compared to the year ended December 31, 2022, was primarily driven by increased demand and ADR in all geographies, with the increase in Greater China due to travel restrictions being eased resulting in RevPAR rates exceeding pre-COVID-19 pandemic levels beginning in the second quarter of 2023. The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the Omicron variant in the beginning of 2022.

During the year ended December 31, 2023, we removed 20 properties from comparable system-wide hotels results, including:

•in the United States, nine properties that left the hotel portfolio, one property that temporarily suspended operations, and one property that underwent a significant renovation;

•in Greater China, two properties that underwent significant renovations, one property that experienced a seasonal closure, and one property that left the hotel portfolio;

•in Asia Pacific (excluding Greater China), one property that underwent a significant renovation and one property that left the hotel portfolio; and

•in Europe, two properties that left the hotel portfolio and one property that underwent a significant renovation.

The tables below include comparable system-wide Net Package RevPAR, occupancy, and Net Package ADR by geography and for all-inclusive resorts that we manage, franchise, lease, or provide services to.

[[GREPCENT_TABLE]]
[["","","","Year Ended December 31,"],["","Number of comparable resorts","","Net Package RevPAR","","Occupancy","","Net Package ADR"],["","","","","","","","","vs. 2023","","","","","","","","","","","","","","vs. 2023"],["","","2024","","","","","","(in reported $)","","2024","","","","vs. 2023","","2024","","","","","","(in reported $)"],["Comparable system-wide all-inclusive resorts","93","","","$","244","","","","","","","4.4","%","","75.3","%","","","","1.3% pts","","$","324","","","","","","","2.7","%"],["Americas (excluding United States)","59","","","$","278","","","","","","","3.0","%","","73.1","%","","","","0.3% pts","","$","380","","","","","","","2.7","%"],["Europe","34","","","$","142","","","","","","","14.0","%","","82.2","%","","","","4.4% pts","","$","173","","","","","","","7.9","%"]]
[[/GREPCENT_TABLE]]

The increase in Net Package RevPAR at our comparable all-inclusive resorts during the year ended December 31, 2024, compared to the year ended December 31, 2023, was driven by higher Net Package ADR and demand.

During the year ended December 31, 2024, we removed 14 properties from comparable system-wide all-inclusive resorts results, including:

•in the Americas (excluding United States), three properties that underwent expansions, two properties that left the hotel portfolio, and one property that underwent a significant renovation; and

•in Europe, six properties that experienced seasonal closures and two properties that left the hotel portfolio.

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[[GREPCENT_TABLE]]
[["","","","Year Ended December 31,"],["","Number of comparable resorts","","Net Package RevPAR","","Occupancy","","Net Package ADR"],["","","","","","","","","vs. 2022","","","","","","","","","","","","","","vs. 2022"],["","","2023","","","","","","(in reported $)","","2023","","","","vs. 2022","","2023","","","","","","(in reported $)"],["Comparable system-wide all-inclusive resorts","85","","","$","242","","","","","","","15.3","%","","74.9","%","","","","3.7% pts","","$","323","","","","","","","9.6","%"],["Americas (excluding United States)","56","","","$","268","","","","","","","14.5","%","","73.6","%","","","","2.9% pts","","$","365","","","","","","","9.9","%"],["Europe","29","","","$","134","","","","","","","23.3","%","","80.5","%","","","","6.9% pts","","$","167","","","","","","","12.8","%"]]
[[/GREPCENT_TABLE]]

The increase in Net Package RevPAR at our comparable all-inclusive resorts during the year ended December 31, 2023, compared to the year ended December 31, 2022, was driven by strong Net Package ADR. The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

During the year ended December 31, 2023, we removed six properties from comparable system-wide all-inclusive resorts results, including:

•in the Americas (excluding United States), one property that closed for an extended period due to hurricane damage, one property that converted from franchised to managed, and one property that left the hotel portfolio; and

•in Europe, three properties that experienced seasonal closures.

Management and franchising segment Adjusted EBITDA.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Better / (Worse) 2024 vs. 2023","","Better / (Worse) 2023 vs. 2022"],["Segment Adjusted EBITDA","$","854","","","$","782","","","$","629","","","$","72","","","9.2","%","","$","153","","","24.3","%"]]
[[/GREPCENT_TABLE]]

Adjusted EBITDA increased during the years ended December 31, 2024 and December 31, 2023, compared to the same period in the prior years, primarily driven by increases in gross fee revenues and results of our co-branded credit card programs recognized in other revenues and other direct costs.

General and administrative expenses increased during the years ended December 31, 2024 and December 31, 2023 compared to the same period in the prior years. In 2024, the increase was primarily due to credit loss reserves on certain receivables and payroll and related costs. In 2023, the increase was primarily due to payroll and related costs and travel expenses, partially offset by the reversal of credit loss reserves on certain receivables.

The sale of the Destination Residential Management business and the impact of the Maui wildfires on operations both in 2023 resulted in decreases in other revenues and other direct costs with an insignificant impact to Adjusted EBITDA.

Owned and leased segment revenues.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","Better / (Worse)","","Currency Impact"],["Comparable owned and leased revenues","$","866","","","$","828","","","$","38","","","4.6","%","","$","(2)"],["Non-comparable owned and leased revenues","331","","","540","","","(209)","","","(38.8)","%","","(2)"],["Segment revenues (1), (2)","$","1,197","","","$","1,368","","","$","(171)","","","(12.5)","%","","$","(4)"]]
[[/GREPCENT_TABLE]]

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2023","","2022","","Better / (Worse)","","Currency Impact"],["Comparable owned and leased revenues","$","1,332","","","$","1,142","","","$","190","","","16.6","%","","$","10"],["Non-comparable owned and leased revenues","36","","","121","","","(85)","","","(70.2)","%","","\u2014"],["Segment revenues (1), (2)","$","1,368","","","$","1,263","","","$","105","","","8.3","%","","$","10"],["(1) See \"\u2014Results of Operations\" for further discussion regarding the changes in owned and leased revenues."],["(2) Includes $23 million, $29 million and $28 million of intersegment revenues for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively."]]
[[/GREPCENT_TABLE]]

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The tables below include comparable system-wide RevPAR, occupancy, and ADR for owned and leased hotels.

[[GREPCENT_TABLE]]
[["","","","Year Ended December 31,"],["","","","RevPAR","","Occupancy","","ADR"],["","Number of comparable hotels","","2024","","vs. 2023 (in constant $)","","2024","","vs. 2023","","2024","","vs. 2023 (in constant $)"],["Comparable owned and leased hotels","20","","$","221","","","5.1","%","","73.1","%","","2.2% pts","","$","302","","","1.9","%"]]
[[/GREPCENT_TABLE]]

The increase in RevPAR at our comparable owned and leased hotels during the year ended December 31, 2024, compared to the same period in 2023, was driven by continued growth in business transient and group travel, most notably in New York. Additionally, the increase in RevPAR was driven by higher ADR primarily due to the Democratic National Convention, which was held in Chicago, and the Paris Summer Olympics.

During the year ended December 31, 2024, we removed seven properties from comparable owned and leased hotels results as six properties were sold and one property underwent a significant renovation. The sold properties remain in our hotel portfolio under long-term management and franchise agreements.

[[GREPCENT_TABLE]]
[["","","","Year Ended December 31,"],["","","","RevPAR","","Occupancy","","ADR"],["","Number of comparable hotels","","2023","","vs. 2022 (in constant $)","","2023","","vs. 2022","","2023","","vs. 2022 (in constant $)"],["Comparable owned and leased hotels","26","","$","201","","","15.5","%","","71.9","%","","6.5% pts","","$","279","","","5.1","%"]]
[[/GREPCENT_TABLE]]

The increase in RevPAR at our comparable owned and leased hotels during the year ended December 31, 2023, compared to the same period in 2022, was driven by strong group demand, growth in transient travel, and increased ADR. The year ended December 31, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

During the year ended December 31, 2023, no properties were removed from comparable owned and leased hotels results.

Owned and leased segment Adjusted EBITDA.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Better / (Worse) 2024 vs. 2023","","Better / (Worse) 2023 vs. 2022"],["Owned and leased Adjusted EBITDA (1)","$","199","","","$","256","","","$","253","","","$","(57)","","","(22.3)","%","","$","3","","","1.1","%"],["Pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA","62","","","64","","","55","","","(2)","","","(2.6)","%","","9","","","16.8","%"],["Segment Adjusted EBITDA","$","261","","","$","320","","","$","308","","","$","(59)","","","(18.3)","%","","$","12","","","3.9","%"],["(1) See \"\u2014Results of Operations\" for further discussion regarding the changes in owned and leased revenues and owned and leased expenses."]]
[[/GREPCENT_TABLE]]

Our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA increased during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by improved hotel performance and the recovery from the COVID-19 Omicron variant that negatively impacted travel in the beginning of 2022.

Distribution segment revenues.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Better / (Worse) 2024 vs. 2023","","Better / (Worse) 2023 vs. 2022"],["Distribution revenues (1)","$","1,023","","","$","1,047","","","$","986","","","$","(24)","","","(2.3)","%","","$","61","","","6.2","%"],["Other revenues","26","","","189","","","137","","","(163)","","","(86.4)","%","","52","","","37.7","%"],["Segment revenues","$","1,049","","","$","1,236","","","$","1,123","","","$","(187)","","","(15.2)","%","","$","113","","","10.1","%"],["(1) See \"\u2014Results of Operations\" for further discussion regarding the changes in distribution revenues."]]
[[/GREPCENT_TABLE]]

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Other revenues decreased during the year ended December 31, 2024, compared to the year ended December 31, 2023, driven by the UVC Transaction.

Other revenues increased during the year ended December 31, 2023, compared to the year ended December 31, 2022, primarily driven by amortization of incremental Unlimited Vacation Club membership contracts, which were signed at higher average prices.

Distribution segment Adjusted EBITDA.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023","","2022","","Better / (Worse) 2024 vs. 2023","","Better / (Worse) 2023 vs. 2022"],["Segment Adjusted EBITDA","$","140","","","$","129","","","$","168","","","$","11","","","8.3","%","","$","(39)","","","(23.4)","%"]]
[[/GREPCENT_TABLE]]

Excluding the impact of the UVC Transaction, Adjusted EBITDA decreased $38 million during the year ended December 31, 2024 compared to the year ended December 31, 2023. This decrease as well as the decrease in Adjusted EBITDA during the year ended December 31, 2023, compared to the year ended December 31, 2022, were primarily driven by distribution revenues and distribution expenses (see "—Results of Operations" for further discussion).

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 year ended December 31, 2024, we issued senior notes due 2029, 2031, and 2034 and received approximately $1,380 million of net proceeds. A portion of the proceeds was used to repay the $746 million outstanding balance on the senior notes due 2024, and we intend to use the remaining net proceeds to repay the outstanding balance on the senior notes due 2025 at or prior to maturity and for general corporate purposes. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements" for additional information.

During the year ended December 31, 2024, we exceeded our commitment announced in August 2021 to realize $2.0 billion of gross proceeds from the disposition of owned assets, net of acquisitions.

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 year ended December 31, 2024, we returned $1,250 million of capital to our stockholders through $1,190 million of share repurchases, inclusive of $629 million of Class A common stock and $561 million of Class B common stock, and $60 million of quarterly dividend payments. At December 31, 2024, we had approximately $971 million remaining under the share repurchase authorizations. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 16 and Note 18 to our Consolidated Financial Statements."

We believe that our cash position, short-term investments, cash from operations, borrowing capacity under our revolving credit facility, and access to the capital markets will be adequate to meet all of our funding requirements and capital deployment objectives in both the short term and long term.

Recent Transactions Affecting Our Liquidity and Capital Resources

During the years ended December 31, 2024 and December 31, 2023, various transactions impacted our liquidity. See "—Sources and Uses of Cash."

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Sources and Uses of Cash

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023"],["Cash provided by (used in):"],["Operating activities","$","633","","","$","800"],["Investing activities","81","","","(365)"],["Financing activities","(618)","","","(578)"],["Effect of exchange rate changes on cash","(3)","","","(2)"],["Net increase (decrease) in cash, cash equivalents, and restricted cash classified within assets held for sale","3","","","(3)"],["Net increase (decrease) in cash, cash equivalents, and restricted cash","$","96","","","$","(148)"]]
[[/GREPCENT_TABLE]]

Cash Flows from Operating Activities

Cash provided by operating activities decreased $167 million during the year ended December 31, 2024, compared to the year ended December 31, 2023, primarily due to the UVC Transaction and an increase in cash paid for interest, partially offset by improved performance of our hotel portfolio.

Cash Flows from Investing Activities

2024 Activity:

•We received $723 million of net proceeds from the sale of Hyatt Regency Orlando and an adjacent undeveloped land parcel.

•We received approximately $244 million of net proceeds from the sale of Park Hyatt Zurich.

•We received $226 million of net proceeds from the sale of Hyatt Regency San Antonio Riverwalk.

•We received $173 million of net proceeds from the sale of the shares of entities that own Hyatt Regency Aruba Resort Spa and Casino.

•We received $62 million of proceeds related to the sales activity related to certain equity method investments and redemption of HTM debt securities.

•We received $51 million of proceeds from financing receivables.

•We received $41 million of net proceeds from the UVC Transaction.

•We received $11 million of net proceeds from the sale of Hyatt Regency O'Hare Chicago.

•We received $3 million of net proceeds from the sale of Hyatt Regency Green Bay.

•We invested $437 million of net proceeds from the sale of marketable securities and short-term investments.

•We completed the Bahia Principe Transaction for approximately $372 million, net of cash acquired.

•We invested $170 million in capital expenditures (see "—Capital Expenditures").

•We acquired 100% of the issued and outstanding equity interests of certain entities collectively doing business as Standard International for $148 million, net of cash acquired.

•We issued $136 million of financing receivables.

•We acquired the Alua Portfolio for approximately $61 million, net of cash acquired.

•We invested $53 million in HTM debt securities.

•We contributed $35 million to unconsolidated hospitality ventures.

•We acquired the Me and All Hotels brand name for $28 million, inclusive of closing costs.

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2023 Activity:

•We invested $198 million in capital expenditures (see "—Capital Expenditures").

•We acquired Dream Hotel Group for $125 million of cash.

•We acquired Mr & Mrs Smith for approximately $50 million, net of cash acquired.

•We issued $43 million of financing receivables.

•We invested $30 million in a convertible debt security.

•We transferred $10 million of cash related to advanced deposits to the buyer of the Destination Residential Management business.

•We received $93 million of net proceeds from the sale of marketable securities and short-term investments.

Periodically, we enter into like-kind exchange agreements upon the disposition or acquisition of certain properties. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by a qualified intermediary and are unavailable for our use until released. The proceeds are recorded as restricted cash on our consolidated balance sheets and released (i) if they are utilized as part of a like-kind exchange agreement, (ii) if we do not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the remaining allowable time period.

Cash Flows from Financing Activities

2024 Activity:

•We issued senior notes and received approximately $1,380 million of net proceeds, after deducting $20 million of underwriting discounts and other offering expenses.

•We borrowed CHF 41 million (approximately $44 million) in conjunction with the sale of Park Hyatt Zurich.

•We paid $43 million of withholding taxes for stock-based compensation.

•We paid four quarterly $0.15 per share cash dividends on outstanding shares of Class A and Class B common stock totaling $60 million.

•We repaid outstanding senior notes at maturity for approximately $753 million, inclusive of $7 million of accrued interest.

•We repurchased 7,992,256 shares of Class A and Class B common stock for an aggregate purchase price of $1,190 million.

2023 Activity:

•We repaid certain of our outstanding senior notes at maturity for approximately $642 million, inclusive of $4 million of accrued interest.

•We repurchased 4,123,828 shares of Class A common stock for an aggregate purchase price of $453 million, inclusive of the payment of a $9 million liability for the repurchase of 106,116 shares recorded at December 31, 2022.

•We paid three quarterly $0.15 per share cash dividends on outstanding shares of Class A and Class B common stock totaling $47 million.

•We repurchased $18 million of certain senior notes.

•We issued senior notes and received approximately $596 million of net proceeds, after deducting $4 million of underwriting discounts and other offering expenses.

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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-capital ratios:

[[GREPCENT_TABLE]]
[["","December 31, 2024","","","December 31, 2023"],["Consolidated debt (1)","$","3,782","","","","$","3,056"],["Stockholders' equity","3,547","","","","3,564"],["Total capital","7,329","","","","6,620"],["Total debt-to-total capital","51.6","%","","","46.2","%"],["Consolidated debt (1)","3,782","","","","3,056"],["Less: cash and cash equivalents and short-term investments (2)","(1,383)","","","","(896)"],["Net consolidated debt","$","2,399","","","","$","2,160"],["Net debt-to-total capital","32.7","%","","","32.6","%"]]
[[/GREPCENT_TABLE]]

(1) Excludes approximately $370 million and $548 million of our share of unconsolidated hospitality venture indebtedness at December 31, 2024 and December 31, 2023, respectively, substantially all of which is non-recourse to us and a portion of which we guarantee pursuant to separate agreements.

(2) Excludes approximately $3 million of cash and cash equivalents reclassified to assets held for sale at December 31, 2023.

Capital Expenditures

We routinely make capital expenditures to enhance our business. We classify our capital expenditures into maintenance and technology and enhancements to existing properties. We have been, and will continue to be, disciplined with respect to our capital spending, taking into account our cash flows from operations.

[[GREPCENT_TABLE]]
[["","Year Ended December 31,"],["","2024","","2023"],["Maintenance and technology","$","141","","","$","130"],["Enhancements to existing properties","29","","","68"],["Total capital expenditures","$","170","","","$","198"]]
[[/GREPCENT_TABLE]]

The decrease in capital expenditures is primarily driven by a decrease in renovation spend at certain owned hotels, partially offset by increased maintenance and technology spend at certain regional offices and owned hotels.

Senior Notes

The table below sets forth the outstanding principal balance of our various series of senior unsecured notes (collectively, the "Senior Notes") at December 31, 2024, as described in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements." Interest on the outstanding Senior Notes is payable semi-annually.

[[GREPCENT_TABLE]]
[["","","Outstanding principal amount"],["$450 million senior unsecured notes maturing in 2025\u20145.375%","","$","450"],["$400 million senior unsecured notes maturing in 2026\u20144.850%","","400"],["$600 million senior unsecured notes maturing in 2027\u20145.750%","","600"],["$400 million senior unsecured notes maturing in 2028\u20144.375%","","399"],["$600 million senior unsecured notes maturing in 2029\u20145.250%","","600"],["$450 million senior unsecured notes maturing in 2030\u20145.750%","","440"],["$450 million senior unsecured notes maturing in 2031\u20145.375%","","450"],["$350 million senior unsecured notes maturing in 2034\u20145.500%","","350"],["Total Senior Notes","","$","3,689"]]
[[/GREPCENT_TABLE]]

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In the indenture that governs the Senior Notes, we agreed not to:

•create any liens on our principal properties, or on the capital stock or debt of our subsidiaries that own or lease principal properties, to secure debt without also effectively providing that the Senior Notes are secured equally and ratably with such debt for so long as such debt is so secured; or

•enter into any sale and leaseback transactions with respect to our principal properties.

These limitations are subject to significant exceptions.

The indenture also limits our ability to enter into mergers or consolidations or transfer all or substantially all of our assets unless certain conditions are satisfied.

If a change of control triggering event occurs, as defined in the indenture governing the Senior Notes, we will be required to offer to purchase the Senior Notes at a price equal to 101% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase. We may also redeem some or all of the remaining Senior Notes at any time prior to their maturity at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption plus a make-whole amount, if any. The amount of any make-whole payment depends, in part, on the yield of U.S. Treasury securities with a comparable maturity to the Senior Notes at the date of redemption.

We are in compliance with all applicable covenants under the indenture governing our Senior Notes at December 31, 2024.

Revolving Credit Facility

On May 18, 2022, we entered into a credit agreement with a syndicate of lenders that provides for a $1.5 billion senior unsecured revolving credit facility (the "revolving credit facility") that matures in May 2027. The credit agreement refinanced and replaced in its entirety our Second Amended and Restated Credit Agreement dated January 6, 2014, as amended. The revolving credit facility provides for the making of revolving loans to us in U.S. dollars and, subject to a sublimit of $250 million, certain other currencies, and the issuance of up to $300 million of letters of credit for our own account or for the account of our subsidiaries. We have the option during the term of the revolving credit facility to increase the revolving credit facility by an aggregate amount of up to an additional $500 million provided that, among other things, new and/or existing lenders agree to provide commitments for the increased amount. We may prepay any outstanding aggregate principal amount, in whole or in part, at any time, subject to customary breakage costs and upon proper notice. The credit agreement contains customary affirmative, negative, and financial covenants; representations and warranties; and default provisions.

Our revolving credit facility is intended to provide financing for working capital and general corporate purposes, including commercial paper backup and permitted investments and acquisitions. At December 31, 2024, we had no loan balance outstanding and $3 million of outstanding undrawn letters of credit issued under our revolving credit facility, and reduced availability thereunder. At December 31, 2024, we had $1,497 million of borrowing capacity available under our revolving credit facility, net of outstanding undrawn letters of credit. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements."

Interest rates on outstanding borrowings are based on, at our option, either an adjusted Secured Overnight Financing Rate ("Adjusted Term SOFR") or an alternate base rate, with margins in each case based on our credit rating or, in certain circumstances, our credit rating and leverage ratio.

Borrowings under our revolving credit facility bear interest, at our option, at either one, three, or six month Adjusted Term SOFR plus a margin ranging from 0.775% to 1.250% per annum, or the alternative base rate plus a margin ranging from 0.000% to 0.250% per annum, in each case depending on our credit rating by any of S&P, Moody's or Fitch or, in certain circumstances, our credit rating and leverage ratio.

Our revolving credit facility provides for a facility fee ranging from 0.090% to 0.225% of the total commitments of the lenders under the revolving credit facility depending on our credit rating or, in certain circumstances, our credit rating and leverage ratio. The facility fee is charged regardless of the level of borrowings.

At December 31, 2024, the interest rate for a one month Adjusted Term SOFR borrowing under our revolving credit facility would have been 5.482%, or Adjusted Term SOFR, inclusive of a 0.100% credit spread adjustment, of 4.432% plus the applicable margin of 1.050%.

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We are also required to pay letter of credit fees with respect to each letter of credit equal to the applicable margin for Adjusted Term SOFR loans on the face amount of each letter of credit. In addition, we must pay a fronting fee to the issuer of each letter of credit of 0.10% per annum on the face amount of such letter of credit.

The revolving credit facility contains a number of affirmative and restrictive covenants, including limitations on the ability to place liens on our direct or indirect subsidiaries' assets; to merge, consolidate, and dissolve; to sell assets; to engage in transactions with affiliates; to change our direct or indirect subsidiaries' fiscal year or organizational documents; to make restricted payments.

The revolving credit facility also contains a financial covenant that limits our maximum leverage, consisting of the ratio of Consolidated Adjusted Funded Debt to Consolidated EBITDA, each as defined in the revolving credit facility, to not more than 4.5 to 1. The financial covenant is measured quarterly. Our outstanding Senior Notes do not contain a corresponding financial covenant or a requirement that we maintain certain financial ratios.

We are in compliance with all applicable covenants under the revolving credit facility at December 31, 2024.

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 December 31, 2024. At December 31, 2024, these letters of credit, which mature on various dates through 2025, had weighted-average fees of approximately 92 basis points. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements."

Surety and Other Bonds

Surety and other bonds issued on our behalf were $268 million at December 31, 2024 and are generally off-balance sheet arrangements. These primarily relate to our insurance programs, litigation, customer deposits associated with ALG Vacations, taxes, licenses, liens, and utilities for our lodging operations. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements."

Other Indebtedness and Future Debt Maturities

Excluding $3,689 million of Senior Notes, all other third-party indebtedness was $93 million, net of $27 million of unamortized discounts and deferred financing fees, at December 31, 2024.

At December 31, 2024, $456 million of our outstanding debt will mature within the next 12 months. We believe we will have adequate liquidity to repay or refinance our current debt obligations.

Contractual Obligations

Our significant contractual obligations at December 31, 2024 include debt, finance and operating lease obligations, contingent consideration arrangements, purchase obligations, and other commitments, primarily related to deferred compensation plan liabilities.

Our short-term and long-term debt obligations are discussed above and in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements," and our short-term and long-term finance and operating lease obligations are discussed in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 8 to our Consolidated Financial Statements."

Our commitments under contingent consideration arrangements are primarily anticipated to be paid in the long term based on the expected timing of achieving the contractual objectives and are discussed in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 7 and Note 15 to our Consolidated Financial Statements."

Purchase obligations at December 31, 2024 were $14 million, which are due in the short term and primarily consist of construction and renovation commitments at certain owned hotels.

Other commitments primarily consist of deferred compensation plan liabilities, with $2 million due in the short term and $568 million due in the long term. This excludes $464 million in long-term income taxes payable due to the uncertainty related to the timing of the reversal of those liabilities.

We enter into contracts with certain airlines for commercial air transportation provided by third-party air carriers and chartered air transportation provided by ALG Vacations. Obligations under these contracts are due in the short term and may be renegotiated based on customer demand.

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Guarantee Commitments

We enter into performance guarantees with third-party owners related to certain hotels we manage, which require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels. Under these performance guarantees, we may be required to fund up to $29 million within the next 12 months and up to $121 million thereafter. Through acquisitions, we acquired certain management and hotel services agreements with performance guarantees based on annual performance levels. Contract terms within certain management and hotel services agreements limit our exposure, and therefore, we are unable to reasonably estimate our maximum potential future payments under these guarantees.

We also enter into debt repayment and other guarantees with respect to certain unconsolidated hospitality ventures, certain hospitality venture partners, certain managed or franchised hotels, and indemnifications provided as a result of certain dispositions for liabilities incurred prior to sale. Our debt repayment guarantee commitments include $39 million that expire within the next 12 months and $115 million that expire thereafter. Certain of the underlying debt agreements have extension periods which are not reflected in the aforementioned figures. With respect to certain of these guarantees, we have reimbursement agreements with our unconsolidated hospitality venture partners or the respective third-party owners or franchisees that reduce our maximum potential future payments and are not reflected above.

As a part of the UVC Transaction, we agreed to guarantee up to $70 million of our hospitality venture partner's investment upon the occurrence of certain events in the long term. 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 pre-existing uncertain tax positions. At December 31, 2024, the indemnification for open tax years had a maximum exposure of $72 million. Our exposure related to tax years expiring in the next 12 months and thereafter is $12 million and $60 million, respectively.

See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements."

Investment Commitments

We are committed, under certain conditions, to lend, provide certain consideration to, or invest in various business ventures. At December 31, 2024, we expect to fund commitments of $248 million within the next 12 months and $411 million thereafter. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our 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 consolidated financial statements and accompanying notes.

A number of our accounting policies, which are described in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 2 to our Consolidated Financial Statements," are critical due to the fact they involve a higher degree of judgment and estimates. Those accounting policies and other critical estimates are included below. As a result, these accounting policies could materially affect our financial position and results of operations. While we have used our best estimates based on the facts and circumstances available to us at the time, different estimates reasonably could have been used in the current period. In addition, changes in the accounting estimates that we use are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. Although we believe our estimates, assumptions, and judgments are reasonable, they are based on information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions. Management has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of the board of directors.

Loyalty Program Future Redemption Obligation and Revenue Recognition

We utilize an actuary to assist with the valuation of the deferred revenue liability related to the loyalty program. Changes in the estimates, including the anticipated timing of future point redemptions and an estimate of the breakage for points that will not be redeemed, could result in further material changes to our liability and the amount of revenues we recognize when redemptions occur. See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 3 to our Consolidated Financial Statements."

At December 31, 2024, our total deferred revenue liability related to the loyalty program was $1,333 million. A 10% decrease in the breakage assumption would increase our deferred revenue liability related to the loyalty program by approximately $75 million.

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Equity Method Investments

We assess investments in unconsolidated hospitality ventures accounted for under the equity method for impairment quarterly. We use judgment to determine whether or not there is an indication that a loss in value has occurred and whether a decline is deemed to be other than temporary, and we consider our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions, and/or venture-specific information available at the time of the assessment. When there is an indication that an other-than-temporary loss in value has occurred, judgment is also required in determining the assumptions and estimates to use when calculating the fair value.

Changes in economic and operating conditions impacting these estimates and judgments could result in impairments to our equity method investments in future periods. Historically, changes in estimates used in the impairment assessment process have not resulted in material impairment charges in subsequent periods as a result of changes made to those estimates. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 4 to our Consolidated Financial Statements."

Acquisitions

Assets acquired and liabilities assumed in acquisitions are recorded at fair value as of the acquisition date. We use judgment to determine the fair value of the assets or businesses acquired and to allocate the fair value to identifiable tangible and intangible assets. Generally, tangible assets acquired include property and equipment, and intangible assets acquired may include management and hotel services agreement and franchise agreement intangibles, brand intangibles, customer relationships intangibles, other intangibles, or goodwill in a business combination. Changes to the significant assumptions or factors used to determine fair value, in particular, assumptions related to cash flow projections, including revenue projections, and the selection of discount rates, could affect the measurement and allocation of fair value. See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 7 and Note 9 to our Consolidated Financial Statements."

Contingent and Non-cash Consideration

Contingent consideration payable arising from acquisitions is recorded at fair value as a liability on the acquisition date and remeasured at each reporting date. In order to estimate the fair value, we generally utilize a Monte Carlo simulation to model the probability of possible outcomes. Changes to the significant assumptions or factors used to determine fair value, in particular, assumptions related to the selection of discount rates, probabilities of achieving the contractual objectives, and/or timing of payments, could affect the fair value measurement upon acquisition and each reporting period thereafter.

Contingent consideration receivable and non-cash consideration arising from dispositions are recorded at fair value as an asset upon sale. In order to estimate the fair value, we generally utilize a Monte Carlo simulation to model possible outcomes or a probability-based discounted future cash flow approach. Changes to the significant assumptions or factors used to determine fair value, in particular, assumptions related to the selection of probability weighting, discount rates, probabilities of achieving the contractual objectives, operating results, and/or timing of payments, could affect the fair value measurement upon sale.

See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 7 and Note 15 to our Consolidated Financial Statements."

Goodwill and Indefinite-Lived Intangible Assets

We evaluate goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year using balances at October 1 and at interim dates if triggering events occur or if indicators of impairment exist, respectively.

We are required to apply judgment when determining whether or not triggering events occur or indicators of impairment exist. The determination of the occurrence of indicators of impairment is based on our knowledge of the hospitality industry, historical experience, location of the property or properties, market conditions, and/or specific information available at the time of the assessment. The results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis. Judgment is also required in determining the assumptions and estimates used when calculating the fair value of the reporting unit or the indefinite-lived intangible asset.

During the year ended December 31, 2024, we impaired goodwill allocated to one of our reporting units within the management and franchising segment to fair value. The fair value was estimated using a weighted methodology considering the output from both a discounted future cash flow model and the guideline public companies method. The assumptions and judgments included projected future cash flows, discount rate, and capitalization rate. At December 31, 2024, the amount of goodwill allocated to the reporting unit was $1,116 million. Changes in certain assumptions and estimates used in the fair value calculation, including a 5% decline in the underlying cash flows or a 1% increase in the discount rate or capitalization rate, would result in a material impairment charge.

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Historically, changes in estimates used in the goodwill and indefinite-lived intangible assets valuations have not resulted in material impairment charges in subsequent periods. Excluding assets recently impaired, changes in the aforementioned assumptions and estimates would not result in a material impairment charge for our remaining goodwill reporting units or indefinite-lived intangible assets. In periods close to an acquisition, we would expect fair value to approximate carrying value and do not consider this to be indicative of an impairment risk, absent other factors. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 9 to our Consolidated Financial Statements."

Property and Equipment, Operating Lease ROU Assets, and Definite-Lived Intangible Assets

We evaluate property and equipment, operating lease ROU assets, and definite-lived intangible assets for impairment quarterly, and when events or circumstances indicate the carrying value may not be recoverable, we evaluate the net book value of the assets by comparing it to the projected undiscounted cash flows of the assets. We use judgment to determine whether indicators of impairment exist and consider our knowledge of the hospitality industry, historical experience, location of the property, market conditions, and/or property-specific information available at the time of the assessment. The results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of the analysis. When an indicator of impairment exists, judgment is also required in determining the assumptions and estimates to use within the recoverability analysis and when calculating the fair value of the asset or asset group, if applicable.

Changes in economic and operating conditions impacting these estimates and judgments could result in impairments to our long-lived assets in future periods. Historically, changes in estimates used in the property and equipment and definite-lived intangible assets impairment assessment have not resulted in material impairment charges in subsequent periods as a result of changes made to those estimates. See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 5 and Note 9 to our Consolidated Financial Statements."

Incremental Borrowing Rate and Accounting for Leases

In determining the present value of our operating lease ROU assets and lease liabilities, we estimate an incremental borrowing rate ("IBR") by applying a portfolio approach based on lease terms. Certain of our leases have terms that exceed 30 years. Given the lack of publicly available data for longer-term borrowing rates, determining the IBR for certain of our longer-term leases requires additional judgment. Changes in these estimates could result in a material change to our lease liabilities. See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 8 to our Consolidated Financial Statements."

At December 31, 2024, we had $278 million of total operating lease liabilities recorded on our consolidated balance sheet. A 1% decrease in our estimated IBR would increase our total operating lease liabilities by approximately $19 million.

Guarantees

We enter into performance guarantees related to certain hotels we manage. We also enter into debt repayment and other guarantees with respect to certain unconsolidated hospitality ventures, certain hospitality venture partners, certain managed or franchised hotels, and indemnifications provided as a result of certain dispositions for liabilities incurred prior to sale. We record a liability for the fair value of these guarantees at their inception date. In order to estimate the fair value, we generally use either scenario-based weighting, which utilizes a Monte Carlo simulation or a probability-based weighting approach to model the probability of possible outcomes, or the with and without method under the income approach, which calculates the difference in present value of anticipated cash flows with and without the guarantee. The valuation methodology includes assumptions and judgments regarding probability weighting, discount rates, volatility, hotel operating results, hotel property sales prices, and timing of expected cash flows. Our assumptions are based on our knowledge of the hospitality industry, market conditions, location of the property, contractual obligations, and/or likelihood of incurring costs related to claims for which we indemnify third parties, as well as other qualitative factors. See Part IV, Item 15 "Exhibits and Financial Statement Schedule—Note 4 and Note 15 to our Consolidated Financial Statements."

Income Taxes

Judgment is required in addressing the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws, or interpretations thereof). In addition, we are subject to examination of our income tax returns by the IRS and other tax authorities. A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements.

We evaluate tax positions taken or expected to be taken on a tax return to determine whether they are more likely than not of being sustained, assuming that the tax reporting positions will be examined by taxing authorities with full knowledge of all relevant information, prior to recording the related tax benefit in our consolidated financial statements. If a position does not meet the more likely than not standard, the benefit cannot be recognized. Assumptions, judgments, and estimates are required to

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determine whether the "more likely than not" standard has been met when developing the provision for income taxes. A change in the assessment of the "more likely than not" standard with respect to a position could materially impact our consolidated financial statements. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 14 to our Consolidated Financial Statements."

Deferred Income Taxes – Valuation Allowance

We assess the realizability of our deferred tax assets quarterly and recognize a valuation allowance when it is more likely than not that some or all of our deferred tax assets are not realizable. This assessment is completed on a jurisdiction-by-jurisdiction basis and relies on the weight of all positive and negative evidence available. Cumulative pre-tax losses for a three-year period are considered significant objective negative evidence that some or all of our deferred tax assets may not be realizable. Cumulative reported pre-tax income is considered objectively verifiable positive evidence of our ability to generate positive pre-tax income in the future. In accordance with GAAP, when there is a recent history of pre-tax losses, there is little weight placed on forecasts for purposes of assessing the recoverability of our deferred tax assets. Judgment is required when considering the relative impact of positive and negative evidence. The weight given to the potential effect of positive and negative evidence is commensurate with the extent that it can be objectively verified. The more negative evidence that exists, the more positive evidence is necessary to support a conclusion that a valuation allowance is not needed. We consider the availability of objectively verifiable evidence in determining our ability to utilize deferred tax assets. We use systematic and logical methods to estimate when deferred tax liabilities will reverse and generate taxable income and when deferred tax assets will reverse and generate tax deductions. Assumptions, judgment, and the use of estimates are required when estimating future income and scheduling the reversal of deferred tax assets and liabilities, and the exercise is inherently complex and subjective. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 14 to our Consolidated Financial Statements."
