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COMMITMENTS AND CONTINGENCIES | 3 Months Ended
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Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract] |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES In the ordinary course of business, we enter into various commitments, guarantees, surety and other bonds, and letter of credit agreements. Commitments—At March 31, 2025, we are committed, under certain conditions, to lend, provide certain consideration to, or invest in various business ventures up to $587 million, net of any related letters of credit. Performance Guarantees and Performance Cure Payments—Certain of our contractual agreements with third-party owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels. Except as described below, at March 31, 2025, our performance guarantees had $149 million of remaining maximum exposure and expire between 2025 and 2042. Through acquisitions, we acquired certain management and hotel services agreements with performance guarantees based on annual performance levels and with expiration dates between 2027 and 2045. Contract terms within certain of these management and hotel services agreements limit our exposure, and therefore, we are unable to reasonably estimate our maximum potential future payments. At March 31, 2025 and December 31, 2024, we had $114 million and $113 million, respectively, of total performance guarantee liabilities, which included $103 million and $104 million, respectively, recorded in other long-term liabilities and $11 million and $9 million, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets. Additionally, we enter into certain management and hotel services agreements where we have the right, but not an obligation, to make payments to certain third-party owners if their hotels do not achieve specified levels of operating profit. If we choose not to fund the shortfall, the hotel owner has the option to terminate the contract. At March 31, 2025 and December 31, 2024, we had $3 million and no amount, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets related to these performance cure payments. Debt Repayment Guarantees—We enter into various debt repayment guarantees, as summarized below, in order to assist third-party owners, franchisees, and unconsolidated hospitality ventures in obtaining third-party financing or to obtain more favorable borrowing terms.
Geographical region |  |  | Maximum potential future payments (1) |  |  | Maximum exposure net of recoverability from third parties (1) |  |  | Other long-term liabilities recorded at March 31, 2025 |  |  | Other long-term liabilities recorded at December 31, 2024 |  |  | Year of guarantee expiration (2)
United States (3), (4) |  |  | $ | 124 |  |  |  | $ | 25 |  |  |  | $ | 52 |  |  |  | $ | 51 |  |  |  | various, through 2030
All foreign (3) |  |  | 30 |  |  |  | 18 |  |  |  | 14 |  |  |  | 7 |  |  |  | various, through 2028
Total |  |  | $ | 154 |  |  |  | $ | 43 |  |  |  | $ | 66 |  |  |  | $ | 58 |  |  |  |
(1) Our maximum exposure is generally based on a specified percentage of the total principal due upon borrower default. (2) Certain underlying debt agreements have extension periods which are not reflected in the year of guarantee expiration. (3) We have agreements with our unconsolidated hospitality venture partners or the respective third-party owners or franchisees to recover certain amounts funded under the debt repayment guarantee; the recoverability mechanism may be in the form of cash or HTM debt security. (4) Certain agreements give us the ability to assume control of the property if defined funding thresholds are met or if certain events occur. At March 31, 2025, we are not aware, nor have we received any notification, that our third-party owners, franchisees, or unconsolidated hospitality ventures are not current on their debt service obligations where we have provided a debt repayment guarantee. Other Guarantees—We may be obligated to fund up to $146 million related to certain guarantees as a result of the UVC Transaction (see Note 4). At March 31, 2025 and December 31, 2024, we had $62 million and $67 million, respectively, of guarantee liabilities recorded in other long-term liabilities on our condensed consolidated balance sheets associated with these guarantees. Guarantee Liabilities Fair Value—We estimated the fair value of our guarantees to be $220 million and $213 million at March 31, 2025 and December 31, 2024, respectively. Based on the lack of available market data, we have classified our guarantees as Level Three in the fair value hierarchy. Contingent Consideration Fair Value—As part of acquisitions, we have entered into various contingent consideration arrangements. At March 31, 2025, we had $356 million of potential future consideration remaining under these arrangements. However, we are unable to reasonably estimate our maximum potential future consideration remaining related to the Bahia Principe Transaction (see Note 6). At March 31, 2025 and December 31, 2024, we had $208 million and $214 million, respectively, recorded in other long-term liabilities, and $1 million and $3 million, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets related to contingent consideration. Our contingent consideration liabilities are remeasured at fair value on a recurring basis and are classified as Level Three in the fair value hierarchy. The following table summarizes the change in fair value recognized in other income (loss), net on our condensed consolidated statements of income:
| 2025 |  | 2024 |  |
Fair value at January 1 | $ | 217 |  |  | $ | 115 |  |  |
Change in fair value (Note 18) | (5) |  |  | (4) |  |  |
Payments | (3) |  |  | — |  |  |
Fair value at March 31 | $ | 209 |  |  | $ | 111 |  |  |
Insurance—We obtain insurance for potential losses from general liability, property, automobile, aviation, environmental, workers' compensation, employment practices, crime, cyber, and other miscellaneous risks. A portion of these risks is retained through a U.S.-based and licensed captive insurance company that is a wholly owned subsidiary of Hyatt and generally insures our deductibles and retentions. Reserve requirements are established based on actuarial projections of ultimate losses. Reserves for losses in our captive insurance company to be paid within 12 months are $48 million and $46 million at March 31, 2025 and December 31, 2024, respectively, and are recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets. Reserves for losses in our captive insurance company to be paid in future periods are $88 million and $83 million at March 31, 2025 and December 31, 2024, respectively, and are recorded in other long-term liabilities on our condensed consolidated balance sheets (see Note 10). Collective Bargaining Agreements—At March 31, 2025, approximately 21% of our U.S.-based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment, and orderly settlement of labor disputes. Certain employees are covered by union-sponsored, multi-employer pension and health plans pursuant to agreements between various unions and us. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe our employee relations are good. Surety and Other Bonds—Surety and other bonds issued on our behalf were $268 million at March 31, 2025 and primarily relate to our insurance programs, litigation, customer deposits associated with ALG Vacations, taxes, licenses, liens, and utilities for our lodging operations. Letters of Credit—Letters of credit outstanding on our behalf at March 31, 2025 were $108 million, which primarily relate to our ongoing operations, collateral for customer deposits associated with ALG Vacations, collateral for estimated insurance claims, and securitization of our performance under a certain debt repayment guarantee, which is only called on if the borrower defaults on its obligations. Of the letters of credit outstanding, $3 million reduces the available capacity under our revolving credit facility (see Note 9). Capital Expenditures—As part of our ongoing business operations, expenditures are required to complete renovation projects that have been approved. Other—We act as general partner of various partnerships owning hotel properties that are subject to mortgage indebtedness. These mortgage agreements generally limit the lender's recourse to security interests in assets financed and/or other assets of the partnership(s) and/or the general partner(s) thereof. In conjunction with financing obtained for our unconsolidated hospitality ventures and certain managed or franchised properties, we may provide standard indemnifications to the lender for loss, liability, or damage occurring as a result of our actions or actions of the other unconsolidated hospitality venture partners or the respective third-party owners or franchisees. As a result of certain dispositions, we have agreed to provide customary indemnifications to third-party purchasers for certain liabilities incurred prior to sale and for breach of certain representations and warranties made during the sales process, such as representations of valid title, authority, and environmental issues that may not be limited by a contractual monetary amount. These indemnification agreements survive until the applicable statutes of limitation expire or until the agreed-upon contract terms expire. We are subject to various claims and contingencies arising in the normal course of business, which are primarily related to lawsuits and taxes (see Note 11), as well as commitments under contractual obligations. Many of these claims are covered under our current insurance programs, subject to deductibles. We record a liability when the loss is probable and reasonably estimable, and if the loss is recoverable from third parties, we record a receivable when the realization of the claim is probable. Based on information currently available, we do not expect the ultimate resolution of such claims and litigation to have a material effect on our condensed consolidated financial statements. During the year ended December 31, 2024, the Missouri Court of Appeals issued an opinion affirming a previous verdict awarding damages to a guest at one of our managed hotels. We requested the Missouri Supreme Court exercise jurisdiction over the appeal, and our petition was denied on April 1, 2025. In connection with this matter, we recorded an estimated liability in accrued expenses and other current liabilities with an offsetting receivable from insurance recorded in receivables, net on our condensed consolidated balance sheets at both March 31, 2025 and December 31, 2024. At March 31, 2025, our maximum exposure, which is fully insured, is not expected to exceed $213 million, including $36 million of estimated interest.

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