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DEBT AND EQUITY SECURITIES | 3 Months Ended
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Mar. 31, 2025
Investments, Debt and Equity Securities [Abstract] |
DEBT AND EQUITY SECURITIES | DEBT AND EQUITY SECURITIES We invest in debt and equity securities that we believe are strategically and operationally important to our business. These investments take the form of (i) investments in variable interest entities, (ii) equity method investments where we have the ability to significantly influence the operations of the entity, (iii) marketable securities held to fund operating programs and for investment purposes, and (iv) other types of investments. Variable Interest Entities Bahia Principe—During the year ended December 31, 2024, we entered into a shareholders' agreement with an unrelated third-party and acquired 50% of the outstanding shares of Management Hotelero Piñero, S.L. (the "Bahia Principe Transaction"). The joint venture, which is a variable interest entity ("VIE"), owns the Bahia Principe brand and manages Bahia Principe Hotels & Resorts-branded properties (see Note 6). Through our variable interest, we have the power to direct the activities that most significantly affect the economic performance of the VIE and have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE and therefore, we are the primary beneficiary. We consolidate the operating results and financial position of this VIE in our condensed consolidated financial statements within our management and franchising segment. The following table summarizes the VIE's assets and liabilities, including the effect of foreign currency translation, recorded on our condensed consolidated balance sheets at March 31, 2025 and December 31, 2024. The assets may only be used to settle obligations of the consolidated VIE, if any. In addition, there is no recourse to us for the consolidated VIE's liabilities.
| March 31, 2025 |  | December 31, 2024
Cash and cash equivalents | $ | 1 |  |  | $ | 2 |
Receivables | 30 |  |  | 15 |
Total current assets | 31 |  |  | 17 |
Operating lease right-of-use assets | 1 |  |  | 1 |
Goodwill | 163 |  |  | 147 |
Intangibles, net | 534 |  |  | 515 |
Other assets | 53 |  |  | 50 |
Total assets | $ | 782 |  |  | $ | 730 |
Accounts payable | $ | 16 |  |  | $ | 15 |
Accrued expenses and other current liabilities | 1 |  |  | 1 |
Total current liabilities | 17 |  |  | 16 |
Long-term operating lease liabilities | 1 |  |  | 1 |
Other long-term liabilities | 169 |  |  | 161 |
Total liabilities | $ | 187 |  |  | $ | 178 |
The joint venture increases our all-inclusive portfolio and provides guests and loyalty program members more opportunities to experience all-inclusive travel. In conjunction with the transaction, we entered into various agreements with the joint venture and its related parties to provide certain commercial and management support services to the joint venture and to support the growth of the Bahia Principe brand and the operation of the Bahia Principe Hotels & Resorts-branded properties. UVC Transaction—During the three months ended March 31, 2024, we completed a restructuring of the entity that owns the Unlimited Vacation Club paid membership program business and sold 80% of the entity to an unrelated third party for $80 million (the "UVC Transaction"). As a result of the transaction, we deconsolidated the entity as we no longer have a controlling financial interest, and we account for our remaining 20% ownership interest as an equity method investment in an unconsolidated hospitality venture. We received $41 million of proceeds, net of $39 million of cash disposed; recorded a $20 million equity method investment representing the fair value of our retained investment in the entity; and recorded $86 million of guarantee liabilities as described below. The transaction was accounted for as a business disposition and resulted in a $231 million pre-tax gain, which was recognized in gains on sales of real estate and other on our condensed consolidated statements of income during the three months ended March 31, 2024. We continue to manage the Unlimited Vacation Club business under a long-term management agreement and license and royalty agreement. The operating results of the Unlimited Vacation Club business prior to the UVC Transaction are reported within our distribution segment. The fair value of our retained investment in the entity was determined using a Black-Scholes-Merton option-pricing model of our common shares in the entity. The valuation methodology includes assumptions and judgments regarding volatility and discount rates, which are primarily Level Three assumptions. In conjunction with the transaction, we agreed to guarantee up to $70 million of our hospitality venture partner's investment upon the occurrence of certain events, and we recorded a $25 million guarantee liability at fair value in other long-term liabilities on our condensed consolidated balance sheet. The fair value was estimated using the with and without method, which includes projected cash flows based on contract terms. The valuation methodology includes assumptions and judgments regarding discount rates and length of time, which are primarily Level Three assumptions. Additionally, we agreed to indemnify the unconsolidated hospitality venture, the primary obligor to the foreign taxing authorities, for obligations the entity may incur as a result of uncertain tax positions. Following the transaction, we accounted for the indemnification as a guarantee. We derecognized the long-term income taxes payable related to the uncertain tax positions and recorded a $61 million guarantee liability at fair value in other long-term liabilities on our condensed consolidated balance sheet. The fair value of the indemnification was estimated using a probability-based weighting approach to determine the likelihood of payment of the tax liability, penalties, and interest related to the 2013 through 2018 tax years. The valuation methodology includes assumptions and judgments regarding probability weighting, discount rates, and expected timing of cash flows, which are primarily Level Three assumptions. At March 31, 2025, the indemnification for open tax years had a maximum exposure of $76 million. The entity that owns the Unlimited Vacation Club business is classified as a VIE in which we hold a variable interest but are not the primary beneficiary, and we account for our common ownership interest as an equity method investment. At March 31, 2025 and December 31, 2024, we had $70 million and $68 million, respectively, recorded in other long-term liabilities (see Note 10) on our condensed consolidated balance sheets related to our guaranteed obligations of this unconsolidated VIE. At March 31, 2025 and December 31, 2024, our maximum exposure to loss was $146 million and $142 million, respectively, which includes the maximum exposure under the guarantee and indemnification (see Note 12). Equity Method Investments Equity method investments were $209 million and $189 million at March 31, 2025 and December 31, 2024, respectively. Juniper Hotels Limited—On February 28, 2024, Juniper Hotels Limited completed its initial public offering ("IPO") and issued 50,000,000 equity shares on the BSE Limited and National Stock Exchange of India Limited stock exchanges. Both prior and subsequent to the IPO, we hold 86,251,192 equity shares in the entity. At March 31, 2025, the aggregate value of our equity shares was $253 million based on the price per share of the principal market. As a result of the IPO, our ownership interest in the unconsolidated hospitality venture was diluted from 50.0% to 38.8%. As we maintain the ability to significantly influence the operations of the entity, we recorded an increase to our equity method investment and recognized a $79 million non-cash pre-tax dilution gain in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income during the three months ended March 31, 2024. Marketable Securities We hold marketable securities with readily determinable fair values to fund certain operating programs and for investment purposes. We periodically transfer available cash and cash equivalents to purchase marketable securities for investment purposes. Marketable Securities Held to Fund Operating Programs—Marketable securities held to fund operating programs, which are recorded at fair value on our condensed consolidated balance sheets, were as follows:
| March 31, 2025 |  | December 31, 2024
Loyalty program (Note 8) | $ | 669 |  |  | $ | 642 |
Deferred compensation plans held in rabbi trusts (Note 8 and Note 10) | 523 |  |  | 548 |
Captive insurance company (Note 8) | 162 |  |  | 86 |
Total marketable securities held to fund operating programs | $ | 1,354 |  |  | $ | 1,276 |
Less: current portion of marketable securities held to fund operating programs included in cash and cash equivalents and short-term investments | (147) |  |  | (55) |
Marketable securities held to fund operating programs included in other assets | $ | 1,207 |  |  | $ | 1,221 |
At March 31, 2025 and December 31, 2024, marketable securities held to fund operating programs included: •$555 million and $473 million, respectively, of available-for-sale ("AFS") debt securities with contractual maturity dates ranging from 2025 through 2069. The amortized cost of our AFS debt securities approximates fair value; •$25 million, in both periods, of time deposits classified as held-to-maturity ("HTM") debt securities with a contractual maturity date in 2025. The amortized cost of our time deposits approximates fair value; •$17 million, in both periods, of equity securities with a readily determinable fair value. Net unrealized and realized gains (losses) from marketable securities held to fund operating programs recognized on our condensed consolidated financial statements were as follows:
| Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |
Unrealized gains (losses), net |  |  |  |  |  |  |
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1) | $ | (14) |  |  | $ | 22 |  |  |  |  |
Revenues for reimbursed costs (2) | (7) |  |  | 11 |  |  |  |  |
Other income (loss), net (Note 18) | 2 |  |  | — |  |  |  |  |
Other comprehensive income (loss) (Note 13) | 7 |  |  | (4) |  |  |  |  |
Realized gains, net |  |  |  |  |  |  |
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1) | $ | 2 |  |  | $ | 2 |  |  |  |  |
Revenues for reimbursed costs (2) | 1 |  |  | 1 |  |  |  |  |
(1) Unrealized and realized gains and losses recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts are offset by amounts recognized in general and administrative expenses and owned and leased expenses with no impact on net income.
(2) Unrealized and realized gains and losses recognized in revenues for reimbursed costs related to investments held to fund rabbi trusts are offset by amounts recognized in reimbursed costs with no impact on net income.
Marketable Securities Held for Investment Purposes—Marketable securities held for investment purposes, which are recorded at cost or fair value, depending on the nature of the investment, on our condensed consolidated balance sheets, were as follows:
| March 31, 2025 |  | December 31, 2024
Interest-bearing money market funds | $ | 447 |  |  | $ | 600 |
Common shares in Playa Hotels (Note 8) | 162 |  |  | 154 |
Time deposits (1) | 617 |  |  | 379 |
Total marketable securities held for investment purposes | $ | 1,226 |  |  | $ | 1,133 |
Less: current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments | (1,058) |  |  | (975) |
Marketable securities held for investment purposes included in other assets | $ | 168 |  |  | $ | 158 |
(1) Time deposits have contractual maturities on various dates through 2027. The amortized cost of our time deposits approximates fair value.
We hold common shares in Playa Hotels & Resorts N.V. ("Playa Hotels"), which are accounted for as an equity security with a readily determinable fair value as we do not have the ability to significantly influence the operations of the entity. We did not sell any of these common shares during the three months ended March 31, 2025 or March 31, 2024. Net unrealized gains recognized on our condensed consolidated statements of income were as follows:
| Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |
Other income (loss), net (Note 18) | $ | 8 |  |  | $ | 13 |  |  |  |  |
Fair Value—We measure marketable securities at fair value on a recurring basis:
| March 31, 2025 |  | Cash and cash equivalents |  | Short-term investments |  |  |  | Other assets
Level One—Quoted Prices in Active Markets for Identical Assets |  |  |  |  |  |  |  |  |
Interest-bearing money market funds | $ | 525 |  |  | $ | 525 |  |  | $ | — |  |  |  |  | $ | — |
Mutual funds and exchange-traded funds | 529 |  |  | — |  |  | — |  |  |  |  | 529 |
Common shares | 173 |  |  | — |  |  | — |  |  |  |  | 173 |
Level Two—Significant Other Observable Inputs |  |  |  |  |  |  |  |  |
Time deposits | 642 |  |  | 605 |  |  | 6 |  |  |  |  | 31 |
U.S. government obligations | 314 |  |  | 5 |  |  | 22 |  |  |  |  | 287 |
U.S. government agencies | 20 |  |  | — |  |  | — |  |  |  |  | 20 |
Corporate debt securities | 307 |  |  | — |  |  | 42 |  |  |  |  | 265 |
Mortgage-backed securities | 28 |  |  | — |  |  | — |  |  |  |  | 28 |
Asset-backed securities | 38 |  |  | — |  |  | — |  |  |  |  | 38 |
Municipal and provincial notes and bonds | 4 |  |  | — |  |  | — |  |  |  |  | 4 |
Total | $ | 2,580 |  |  | $ | 1,135 |  |  | $ | 70 |  |  |  |  | $ | 1,375 |
| December 31, 2024 |  | Cash and cash equivalents |  | Short-term investments |  |  |  | Other assets
Level One—Quoted Prices in Active Markets for Identical Assets |  |  |  |  |  |  |  |  |
Interest-bearing money market funds | $ | 638 |  |  | $ | 638 |  |  | $ | — |  |  |  |  | $ | — |
Mutual funds and exchange-traded funds | 555 |  |  | — |  |  | — |  |  |  |  | 555 |
Common shares | 164 |  |  | — |  |  | — |  |  |  |  | 164 |
Level Two—Significant Other Observable Inputs |  |  |  |  |  |  |  |  |
Time deposits | 404 |  |  | 20 |  |  | 355 |  |  |  |  | 29 |
U.S. government obligations | 307 |  |  | — |  |  | 5 |  |  |  |  | 302 |
U.S. government agencies | 21 |  |  | — |  |  | — |  |  |  |  | 21 |
Corporate debt securities | 249 |  |  | — |  |  | 12 |  |  |  |  | 237 |
Mortgage-backed securities | 29 |  |  | — |  |  | — |  |  |  |  | 29 |
Asset-backed securities | 38 |  |  | — |  |  | — |  |  |  |  | 38 |
Municipal and provincial notes and bonds | 4 |  |  | — |  |  | — |  |  |  |  | 4 |
Total | $ | 2,409 |  |  | $ | 658 |  |  | $ | 372 |  |  |  |  | $ | 1,379 |
During the three months ended March 31, 2025 and March 31, 2024, there were no transfers between levels of the fair value hierarchy. We do not have nonfinancial assets or nonfinancial liabilities required to be measured at fair value on a recurring basis. Other Investments HTM Debt Securities—We hold investments in third-party entities associated with certain of our hotels. The investments are redeemable on various dates through 2062 and recorded as HTM debt securities within other assets on our condensed consolidated balance sheets:
| March 31, 2025 |  | December 31, 2024
HTM debt securities (1) | $ | 296 |  |  | $ | 276 |
Less: allowance for credit losses | (9) |  |  | (9) |
Total HTM debt securities, net of allowances | $ | 287 |  |  | $ | 267 |
(1) Includes a $194 million preferred equity investment in a third-party entity that owns a managed hotel. The investment was net of $34 million and $35 million of unamortized discounts at March 31, 2025 and December 31, 2024, respectively. Accretion of the discount is recognized as interest income in other income (loss), net on our condensed consolidated statements of income (see Note 18) and is based on an imputed interest rate of approximately 8.9%.
The following table summarizes the activity in our HTM debt securities allowance for credit losses:
| 2025 |  | 2024
Allowance at January 1 | $ | 9 |  |  | $ | 13 |
Provisions, net (1) | — |  |  | — |
Allowance at March 31 | $ | 9 |  |  | $ | 13 |
(1) Provisions for credit losses were partially or fully offset by interest income recognized in the same periods (see Note 18).
We estimated the fair value of these HTM debt securities to be approximately $287 million and $270 million at March 31, 2025 and December 31, 2024, respectively. The fair values of our preferred equity investments, which are classified as Level Three in the fair value hierarchy, are estimated using probability-based discounted future cash flow models based on current market inputs for similar types of arrangements. The primary sensitivity in these models is the selection of appropriate discount rates and probability weighting. Fluctuations in these assumptions could result in different estimates of fair value. The remaining HTM debt securities are classified as Level Two in the fair value hierarchy due to the use and weighting of multiple market inputs being considered in the final price of the security. Convertible Debt Security—We hold a convertible debt investment associated with one of our franchised properties. Our investment is classified as AFS and remeasured at fair value on a recurring basis. The fair value of our investment, which is classified as Level Three in the fair value hierarchy, was estimated using a discounted future cash flow model. The model includes assumptions and judgments regarding projected future cash flows and discount rate, and fluctuations in our assumptions could result in different estimates of fair value. The convertible debt security has a contractual maturity date in 2029 and is recorded within other assets on our condensed consolidated balance sheets.
| March 31, 2025
| Amortized cost |  | Allowance for credit losses (1) |  | Gross unrealized gains |  | Gross unrealized losses |  | Fair value
AFS debt security | $ | 30 |  |  | $ | (5) |  |  | $ | 12 |  |  | $ | (12) |  |  | $ | 25 |
(1) During the three months ended March 31, 2025, we recognized a $5 million credit loss provision in other income (loss), net on our condensed consolidated statements of income (see Note 18).
| December 31, 2024
| Amortized cost |  | Allowance for credit losses |  | Gross unrealized gains |  | Gross unrealized losses |  | Fair value
AFS debt security | $ | 30 |  |  | $ | — |  |  | $ | 12 |  |  | $ | — |  |  | $ | 42 |
Net unrealized gains (losses) recognized on our condensed consolidated financial statements were as follows:
| Three Months Ended March 31, |  |  |  |
| 2025 |  | 2024 |  |  |  |  |  |  |  |
Other comprehensive income (loss) (Note 13) | $ | (12) |  |  | $ | — |  |  |  |  |  |  |  |  |
Equity Securities Without a Readily Determinable Fair Value—At March 31, 2025 and December 31, 2024, we held $11 million and $12 million, respectively, of investments in equity securities without a readily determinable fair value, which are recorded within other assets on our condensed consolidated balance sheets and represent investments in entities where we do not have the ability to significantly influence the operations of the entity.

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