Edgar Filing: Hyatt Hotels Corp

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-34521

HYATT HOTELS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



Delaware		20-1480589
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

71 South Wacker Drive 12th Floor, Chicago, Illinois		60606
(Address of Principal Executive Offices)		(Zip Code)

(312) 750-1234

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check One):



Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of July 28, 2017, there were 38,940,601 shares of the registrant’s Class A common stock, $0.01 par value, outstanding and 86,090,839 shares of the registrant’s Class B common stock, $0.01 par value, outstanding.

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HYATT HOTELS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2017

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	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	51

	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults Upon Senior Securities	53
Item 4.	Mine Safety Disclosures	53
Item 5.	Other Information	53
Item 6.	Exhibits	54

Signatures		55

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions of dollars, except per share amounts)

(Unaudited)



	Three Months Ended						Six Months Ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
REVENUES:
Owned and leased hotels	$	577		$	559		$	1,149		$	1,075
Management and franchise fees	130			115			252			222
Other revenues	15			11			37			20
Other revenues from managed properties	473			480			944			937
Total revenues	1,195			1,165			2,382			2,254
DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
Owned and leased hotels	430			413			857			802
Depreciation and amortization	91			86			182			167
Other direct costs	6			9			25			15
Selling, general, and administrative	90			75			189			163
Other costs from managed properties	473			480			944			937
Direct and selling, general, and administrative expenses	1,090			1,063			2,197			2,084
Net gains and interest income from marketable securities held to fund operating programs	10			7			25			8
Equity earnings (losses) from unconsolidated hospitality ventures	1			19			(2		)	21
Interest expense	(20		)	(20		)	(41		)	(37		)
Gains (losses) on sales of real estate	34			(21		)	34			(21		)
Other income (loss), net	2			1			42			(3		)
INCOME BEFORE INCOME TAXES	132			88			243			138
PROVISION FOR INCOME TAXES	(45		)	(21		)	(86		)	(37		)
NET INCOME	87			67			157			101
NET INCOME AND ACCRETION ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			—			—
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION	$	87		$	67		$	157		$	101
EARNINGS PER SHARE—Basic
Net income	$	0.69		$	0.50		$	1.23		$	0.75
Net income attributable to Hyatt Hotels Corporation	$	0.69		$	0.50		$	1.23		$	0.75
EARNINGS PER SHARE—Diluted
Net income	$	0.68		$	0.49		$	1.22		$	0.74
Net income attributable to Hyatt Hotels Corporation	$	0.68		$	0.49		$	1.22		$	0.74

See accompanying Notes to condensed consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions of dollars)

(Unaudited)



	Three Months Ended					Six Months Ended
	June 30, 2017		June 30, 2016			June 30, 2017		June 30, 2016
Net income	$	87	$	67		$	157	$	101
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments, net of tax expense of $- for the three and six months ended June 30, 2017 and June 30, 2016	19		(9		)	60		15
Unrealized gains on available-for-sale securities, net of tax expense of $7 and $28 for the three and six months ended June 30, 2017, respectively, and $8 and $5 for the three and six months ended June 30, 2016, respectively	11		12			45		8
Other comprehensive income	30		3			105		23
COMPREHENSIVE INCOME	117		70			262		124
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—		—			—		—
COMPREHENSIVE INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION	$	117	$	70		$	262	$	124

See accompanying Notes to condensed consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions of dollars, except share and per share amounts)

(Unaudited)



	June 30, 2017			December 31, 2016
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	400		$	482
Restricted cash	340			76
Short-term investments	51			56
Receivables, net of allowances of $21 at June 30, 2017 and $18 at December 31, 2016	368			304
Inventories	15			28
Prepaids and other assets	153			153
Prepaid income taxes	36			40
Total current assets	1,363			1,139
Investments	181			186
Property and equipment, net	4,239			4,270
Financing receivables, net of allowances	19			19
Goodwill	145			125
Intangibles, net	671			599
Deferred tax assets	290			313
Other assets	993			1,098
TOTAL ASSETS	$	7,901		$	7,749
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	241		$	119
Accounts payable	159			162
Accrued expenses and other current liabilities	550			514
Accrued compensation and benefits	123			129
Total current liabilities	1,073			924
Long-term debt	1,446			1,445
Other long-term liabilities	1,530			1,472
Total liabilities	4,049			3,841
Commitments and contingencies (see Note 11)
Redeemable noncontrolling interest in preferred shares of a subsidiary	9			—
EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding at June 30, 2017 and December 31, 2016	—			—
Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 39,422,221 issued and outstanding at June 30, 2017, and Class B common stock, $0.01 par value per share, 422,318,251 shares authorized, 86,090,839 shares issued and outstanding at June 30, 2017. Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 39,952,061 issued and outstanding at December 31, 2016, and Class B common stock, $0.01 par value per share, 422,857,621 shares authorized, 90,863,209 shares issued and outstanding at December 31, 2016	1			1
Additional paid-in capital	1,358			1,686
Retained earnings	2,650			2,493
Accumulated other comprehensive loss	(172		)	(277		)
Total stockholders’ equity	3,837			3,903
Noncontrolling interests in consolidated subsidiaries	6			5
Total equity	3,843			3,908
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY	$	7,901		$	7,749

See accompanying Notes to condensed consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of dollars)

(Unaudited)



	Six Months Ended
	June 30, 2017			June 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	157		$	101
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	182			167
(Gains) losses on sales of real estate	(34		)	21
Realized losses from marketable securities	40			—
Working capital changes and other	(26		)	(50		)
Net cash provided by operating activities	319			239
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities and short-term investments	(251		)	(226		)
Proceeds from marketable securities and short-term investments	252			232
Contributions to investments	(23		)	(17		)
Return of investments	200			52
Acquisitions, net of cash acquired	(243		)	(238		)
Capital expenditures	(133		)	(85		)
Proceeds from sales of real estate, net of cash disposed	296			240
Sales proceeds transferred to escrow as restricted cash	(267		)	—
Other investing activities	(13		)	19
Net cash used in investing activities	(182		)	(23		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt, net of issuance costs of $- and $4, respectively	420			519
Repayments of debt	(295		)	(428		)
Repurchase of common stock	(348		)	(131		)
Proceeds from redeemable noncontrolling interest in preferred shares of a subsidiary	9			—
Other financing activities	(7		)	(7		)
Net cash used in financing activities	(221		)	(47		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	2			16
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(82		)	185
CASH AND CASH EQUIVALENTS—BEGINNING OF YEAR	482			457
CASH AND CASH EQUIVALENTS—END OF PERIOD	$	400		$	642
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	40		$	37
Cash paid during the period for income taxes	$	63		$	28
Non-cash investing and financing activities are as follows:
Change in accrued capital expenditures	$	23		$	6

See accompanying Notes to condensed consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions of dollars, unless otherwise indicated)

(Unaudited)

1. ORGANIZATION

Hyatt Hotels Corporation, a Delaware corporation, and its consolidated subsidiaries (collectively "Hyatt Hotels Corporation") provide hospitality services on a worldwide basis through the development, ownership, operation, management, franchising and licensing of hospitality related businesses. We develop, own, operate, manage, franchise, license or provide services to a portfolio of properties consisting of full service hotels, select service hotels, resorts and other properties, including timeshare, fractional and other forms of residential or vacation properties. At June 30, 2017, (i) we operated or franchised 321 full service hotels, comprising 124,432 rooms throughout the world, (ii) we operated or franchised 365 select service hotels, comprising 51,194 rooms, of which 329 hotels are located in the United States, and (iii) our portfolio of properties included 6 franchised all inclusive Hyatt-branded resorts, comprising 2,401 rooms, and 3 destination wellness resorts, comprising 421 rooms. At June 30, 2017, our portfolio of properties operated in 56 countries around the world.

As used in these Notes and throughout this Quarterly Report on Form 10-Q, (i) the terms "Company," "we," "us" or "our" mean Hyatt Hotels Corporation and its consolidated subsidiaries and (ii) the term "portfolio of properties" refers to hotels and other properties or residential ownership units that we develop, own, operate, manage, franchise, license or provide services to, including under our Park Hyatt, Miraval, Grand Hyatt, Hyatt Regency, Hyatt, Andaz, Hyatt Centric, The Unbound Collection by Hyatt, Hyatt Place, Hyatt House, Hyatt Ziva, Hyatt Zilara and Hyatt Residence Club brands.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information or footnotes required by GAAP for complete annual financial statements. As a result, this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the "2016 Form 10-K").

We have eliminated all intercompany accounts and transactions in our condensed consolidated financial statements. We consolidate entities under our control, including entities where we are deemed to be the primary beneficiary.

Management believes the accompanying condensed consolidated financial statements reflect all adjustments, which are all of a normal recurring nature, considered necessary for a fair presentation of the interim periods.

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Adopted Accounting Standards—In March 2016, the Financial Accounting Standards Board ("FASB") released Accounting Standards Update No. 2016-09 ("ASU 2016-09"), Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The provisions of ASU 2016-09 were effective for interim periods and fiscal years beginning after December 15, 2016. We adopted ASU 2016-09 on January 1, 2017, which resulted in recognition of excess tax benefits from share-based payment transactions on the condensed consolidated statements of income and within operating activities on the condensed consolidated statements of cash flows, on a prospective basis. ASU 2016-09 did not materially impact our condensed consolidated financial statements and prior periods have not been adjusted.

Future Adoption of Accounting Standards—In May 2014, the FASB released Accounting Standards Update No. 2014-09 ("ASU 2014-09"), Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and provides a single, comprehensive revenue recognition model for contracts with customers. In August 2015, the FASB released Accounting Standards Update No. 2015-14 ("ASU 2015-14"), Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. ASU 2015-14 delays the effective date of ASU 2014-09 by one year, making it effective for interim

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periods and fiscal years beginning after December 15, 2017, with early adoption permitted as of the original effective date under ASU 2014-09.

ASU 2014-09 requires entities to recognize revenue when a customer obtains control of a good or a service. Revenues are recognized in an amount that reflects the consideration expected to be received in return for the goods or services. ASU 2014-09 also requires enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The standard permits the use of either the full retrospective or modified retrospective (cumulative effect) transition method. We expect to adopt ASU 2014-09 utilizing the full retrospective transition method on January 1, 2018.

While we continue to evaluate possible impacts on our condensed consolidated financial statements, ASU 2014-09 is currently expected to impact either the amount or timing of revenue recognition as follows:

•Under existing guidance, gains on sales of real estate are deferred when we maintain substantial continuing involvement and are amortized into management and franchise fee revenues. Upon adoption of ASU 2014-09, gains on sales of real estate will be recognized when control of the property transfers to the buyer. Any remaining unamortized deferred gains at our date of adoption will be included as an adjustment to retained earnings. See Note 9 for the deferred gains on sales of hotel properties at June 30, 2017 and December 31, 2016. For the three and six months ended June 30, 2017, we recognized $6 million and $11 million, respectively, of management and franchise fee revenues related to the amortization of these deferred gains on our condensed consolidated statements of income.

•Under existing guidance, amortization of certain management and franchise agreement intangibles is recorded within depreciation and amortization on our condensed consolidated statements of income. Upon adoption of ASU 2014-09, certain management and franchise agreement intangibles will meet the definition of consideration paid to a customer and therefore, will be recorded as contra-revenue within management and franchise fee revenues on our condensed consolidated statements of income. For the three and six months ended June 30, 2017, we recognized $4 million and $8 million, respectively, of amortization expense related to management and franchise agreement intangibles that will meet the definition of consideration paid to a customer upon adoption of ASU 2014-09.

•Under existing guidance, incentive fees are recognized in the amount that would be due as if the contract were to terminate at that time. Under ASU 2014-09, variable consideration is included in the transaction price only if it is probable that a significant reversal in the cumulative amount of revenue recognized would not occur when the uncertainty associated with the variable consideration is subsequently resolved. This may result in a different pattern of quarterly recognition for incentive fees for certain contracts. We do not anticipate a material impact to incentive fee recognition on a full year basis.

•Under existing guidance, franchise application fees are recognized at a point in time. Upon adoption of ASU 2014-09, franchise application fees will be recognized over time. We do not expect a significant impact on our condensed consolidated financial statements.

We do not expect the standard to materially affect the amount or timing of revenue recognition for royalty fees from our franchised properties, base management fees from our managed properties, or revenues from hotel guest transactions at our owned and leased properties. We are continuing to evaluate other possible impacts to our condensed consolidated financial statements, including the impact related to our loyalty program.

In January 2016, the FASB released Accounting Standards Update No. 2016-01 ("ASU 2016-01"), Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 revises the accounting for equity investments and financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. The provisions of ASU 2016-01 are effective for interim periods and fiscal years beginning after December 15, 2017. Upon adoption, the unrealized gains (losses) on available-for-sale ("AFS") equity securities, including our investment in Playa Hotels & Resorts N.V. ("Playa N.V.") (see Note 4), reported in accumulated other comprehensive loss at December 31, 2017 will be reclassified to retained earnings, and any subsequent changes in fair value will be recognized in net income on our condensed consolidated statements of income. We are continuing to evaluate the other possible impacts of adopting ASU 2016-01.

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In February 2016, the FASB released Accounting Standards Update No. 2016-02 ("ASU 2016-02"), Leases (Topic 842). ASU 2016-02 requires lessees to record lease contracts on the balance sheet by recognizing a right-of-use asset and lease liability. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach and are effective for interim periods and fiscal years beginning after December 15, 2018, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-02 and expect this ASU may have a material effect on our condensed consolidated financial statements.

In June 2016, the FASB released Accounting Standards Update No. 2016-13 ("ASU 2016-13"), Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaces the existing impairment model for most financial assets from an incurred loss impairment model to a current expected credit loss model, which requires an entity to recognize an impairment allowance equal to its current estimate of all contractual cash flows the entity does not expect to collect. ASU 2016-13 also requires credit losses relating to AFS debt securities to be recorded through an allowance for credit losses. The provisions of ASU 2016-13 are to be applied using a modified retrospective approach and are effective for interim periods and fiscal years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-13.

In October 2016, the FASB released Accounting Standards Update No. 2016-16 ("ASU 2016-16"), Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. ASU 2016-16 requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The provisions of ASU 2016-16 are effective for interim periods and fiscal years beginning after December 15, 2017, with early adoption permitted. ASU 2016-16 requires an entity to adopt the amendments on a modified retrospective basis, recognizing the effects in retained earnings at the beginning of the year of adoption. Upon adoption, we do not expect ASU 2016-16 to have a material impact on our condensed consolidated financial statements.

In November 2016, the FASB released Accounting Standards Update No. 2016-18 ("ASU 2016-18"), Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). ASU 2016-18 requires amounts generally described as restricted cash to be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statements of cash flows. The provisions of ASU 2016-18 are effective for interim periods and fiscal years beginning after December 15, 2017, and are to be applied on a retrospective basis with early adoption permitted. Currently, the transfers between cash and cash equivalents and restricted cash are included within operating and investing activities on our condensed consolidated statement of cash flows. Upon adoption, our restricted cash balances of $340 million and $76 million at June 30, 2017 and December 31, 2016, respectively, will be included in cash, cash equivalents, and restricted cash on our condensed consolidated statements of cash flows.

In January 2017, the FASB released Accounting Standards Update No. 2017-01 ("ASU 2017-01"), Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU 2017-01 clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. Generally, our acquisitions of individual hotels are accounted for as business combinations, however, upon adoption of ASU 2017-01, there is an increased likelihood that the acquisitions of individual hotels will be accounted for as asset acquisitions. This standard is effective on a prospective basis, and therefore does not affect the accounting treatment for any previous transactions. The provisions of ASU 2017-01 are effective for interim periods and fiscal years beginning after December 15, 2017. We are continuing to evaluate other potential impacts of adopting ASU 2017-01.

In January 2017, the FASB released Accounting Standards Update No. 2017-04 ("ASU 2017-04"), Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 eliminates Step 2 from the impairment test which requires entities to determine the implied fair value of goodwill to measure if any impairment charge is necessary. Instead, entities will record an impairment charge based on the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The provisions of ASU 2017-04 are to be applied on a prospective basis and are effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2017-04.

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3. EQUITY AND COST METHOD INVESTMENTS



	June 30, 2017		December 31, 2016
Equity method investments	$	175	$	180
Cost method investments	6		6
Total investments	$	181	$	186

During the six months ended June 30, 2017, an unconsolidated hospitality venture, which is classified as an equity method investment within our owned and leased hotels segment, sold a Hyatt Place hotel. We received proceeds of $4 million and recorded a gain of $2 million in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income.

During the three and six months ended June 30, 2017, we recorded insignificant impairment charges related to our unconsolidated hospitality ventures which are classified as equity method investments. During the three and six months ended June 30, 2016, we recorded a $2 million impairment charge in equity earnings (losses) from unconsolidated hospitality ventures related to one equity method investment.

The following table presents summarized financial information for all unconsolidated hospitality ventures in which we hold an investment accounted for under the equity method:



	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017			2016
Total revenues	$	179	$	342	$	453		$	626
Gross operating profit	67		132		145			202
Income (loss) from continuing operations	16		58		(2		)	78
Net income (loss)	16		58		(2		)	78

4. MARKETABLE SECURITIES

We hold marketable securities to fund certain operating programs and for investment purposes. We periodically transfer cash and cash equivalents to time deposits, highly liquid and transparent commercial paper, corporate notes and bonds, U.S. government obligations and obligations of other government agencies for investment purposes.

Marketable Securities Held to Fund Operating Programs—Marketable securities held to fund operating programs, which are recorded at fair value and included on the condensed consolidated balance sheets, were as follows:



	June 30, 2017			December 31, 2016
Loyalty program	$	400		$	394
Deferred compensation plans held in rabbi trusts (Note 9)	377			352
Captive insurance companies	72			65
Total marketable securities held to fund operating programs	$	849		$	811
Less current portion of marketable securities held to fund operating programs included in cash and cash equivalents, short-term investments, and prepaids and other assets	(116		)	(109		)
Marketable securities held to fund operating programs included in other assets	$	733		$	702

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Net gains and interest income from marketable securities held to fund operating programs on the condensed consolidated statements of income included realized and unrealized gains and losses and interest income related to the following:



	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Loyalty program	$	1	$	2	$	1	$	3
Deferred compensation plans held in rabbi trusts	9		5		24		5
Total net gains and interest income from marketable securities held to fund operating programs	$	10	$	7	$	25	$	8

Our captive insurance companies hold marketable securities which are classified as AFS and are invested in U.S. government agencies, time deposits and corporate debt securities. We classify these investments as current or long-term, based on their contractual maturity dates, which range from 2017 through 2022.

Marketable Securities Held for Investment Purposes—Marketable securities held for investment purposes, which are recorded at fair value and included on the condensed consolidated balance sheets, were as follows:



	June 30, 2017			December 31, 2016
Interest bearing money market funds	$	57		$	106
Time deposits	45			45
Preferred shares	—			290
Common shares	145			—
Total marketable securities held for investment purposes	$	247		$	441
Less current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments	(102		)	(151		)
Marketable securities held for investment purposes included in other assets	$	145		$	290

Fair Value—We measured the following financial assets at fair value on a recurring basis:



	June 30, 2017		Cash and cash equivalents		Short-term investments		Prepaids and other assets		Other assets
Level One - Quoted Prices in Active Markets for Identical Assets
Interest bearing money market funds	$	67	$	67	$	—	$	—	$	—
Mutual funds	377		—		—		—		377
Common shares	145		—		—		—		145
Level Two - Significant Other Observable Inputs
Time deposits	58		—		46		—		12
U.S. government obligations	150		—		—		38		112
U.S. government agencies	48		—		1		8		39
Corporate debt securities	190		—		4		38		148
Mortgage-backed securities	18		—		—		5		13
Asset-backed securities	40		—		—		10		30
Municipal and provincial notes and bonds	3		—		—		1		2
Total	$	1,096	$	67	$	51	$	100	$	878

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	December 31, 2016		Cash and cash equivalents		Short-term investments		Prepaids and other assets		Other assets
Level One - Quoted Prices in Active Markets for Identical Assets
Interest bearing money market funds	$	114	$	114	$	—	$	—	$	—
Mutual funds	352		—		—		—		352
Level Two - Significant Other Observable Inputs
Time deposits	59		—		46		—		13
U.S. government obligations	142		—		—		33		109
U.S. government agencies	53		—		9		8		36
Corporate debt securities	181		—		1		35		145
Mortgage-backed securities	22		—		—		5		17
Asset-backed securities	34		—		—		8		26
Municipal and provincial notes and bonds	5		—		—		1		4
Level Three - Significant Unobservable Inputs
Preferred shares	290		—		—		—		290
Total	$	1,252	$	114	$	56	$	90	$	992

During the three and six months ended June 30, 2017 and June 30, 2016, there were no transfers between levels of the fair value hierarchy. We currently do not have non-financial assets or non-financial liabilities required to be measured at fair value on a recurring basis.

Preferred shares—During the year ended December 31, 2013, we invested $271 million in Playa Hotels & Resorts B.V. ("Playa") for convertible redeemable preferred shares which were classified as an AFS debt security. The fair value of the preferred shares was:



	2017			2016
Fair value at January 1	$	290		$	335
Gross unrealized losses	(54		)	(7		)
Realized losses	(40		)	—
Interest income	94			—
Cash redemption	(290		)	—
Fair value at March 31	$	—		$	328
Gross unrealized gains	—			19
Fair value at June 30	$	—		$	347

In October 2016, Playa redeemed 3,458,530 of our preferred shares plus accrued and unpaid paid in kind ("PIK") dividends thereon for $41 million.

In March 2017, Playa completed a business combination with Pace Holdings Corporation ("Pace"), and our preferred shares plus accrued and unpaid PIK dividends were redeemed in full for $290 million. Upon redemption, we recorded $94 million of interest income and $40 million of realized losses in other income (loss), net on our condensed consolidated statements of income. The realized losses were the result of a difference between the fair value of the initial investment and the contractual redemption price of $8.40 per share.

Common shares—Prior to the Playa business combination, we accounted for our common share investment in Playa as an equity method investment. As a result of the Playa business combination, Playa N.V. is publicly traded on the NASDAQ and our ownership percentage was diluted to 11.57%. As we no longer have the ability to significantly influence Playa, our investment was recharacterized as an AFS equity security in March 2017. The fair value of the common shares is classified as Level One in the fair value hierarchy as we are able to obtain market available pricing information. Our investment is re-measured quarterly at fair value through accumulated other

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comprehensive loss on our condensed consolidated balance sheets. The remeasurement of our investment at fair value resulted in unrealized gains recorded in other comprehensive income of $127 million at June 30, 2017. In conjunction with the Playa business combination, we also received 1,738,806 of founders' warrants to purchase 579,602 additional shares of Playa N.V.'s common stock and 237,110 of earn-out warrants. During the three months ended June 30, 2017, we completed a non-cash exchange of the founders' warrants for additional common shares in Playa N.V. The earn-out warrants are recorded at a fair value of $2 million within other assets on our condensed consolidated balance sheets at June 30, 2017.

Held-to-Maturity Debt Securities—At June 30, 2017 and December 31, 2016, we had investments in held-to-maturity ("HTM") debt securities of $30 million and $27 million, respectively, which are investments in third-party entities that own certain of our hotels. The amortized costs of our investments approximate fair value and are classified as Level Three in the fair value hierarchy. The securities are mandatorily redeemable between 2020 and 2025.

5. FINANCING RECEIVABLES



	June 30, 2017			December 31, 2016
Unsecured financing to hotel owners	$	124		$	119
Less allowance for losses	(105		)	(100		)
Total long-term financing receivables, net	$	19		$	19

Allowance for Losses and Impairments—The following table summarizes the activity in our financing receivables allowance:



	2017		2016
Allowance at January 1	$	100	$	98
Provisions	2		1
Other adjustments	1		1
Allowance at March 31	$	103	$	100
Provisions	2		3
Allowance at June 30	$	105	$	103

Credit Monitoring—Our unsecured financing receivables were as follows:



	June 30, 2017
	Gross loan balance (principal and interest)		Related allowance			Net financing receivables		Gross receivables on non-accrual status
Loans	$	13	$	—		$	13	$	—
Impaired loans (1)	59		(59		)	—		59
Total loans	72		(59		)	13		59
Other financing arrangements	52		(46		)	6		46
Total unsecured financing receivables	$	124	$	(105	)	$	19	$	105

(1) The unpaid principal balance was $44 million and the average recorded loan balance was $58 million at June 30, 2017.

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	December 31, 2016
	Gross loan balance (principal and interest)		Related allowance			Net financing receivables		Gross receivables on non-accrual status
Loans	$	13	$	—		$	13	$	—
Impaired loans (2)	56		(56		)	—		56
Total loans	69		(56		)	13		56
Other financing arrangements	50		(44		)	6		44
Total unsecured financing receivables	$	119	$	(100	)	$	19	$	100

(2) The unpaid principal balance was $43 million and the average recorded loan balance was $57 million at December 31, 2016.

Fair Value—We estimated the fair value of financing receivables, which are classified as Level Three in the fair value hierarchy, to be $19 million at June 30, 2017 and December 31, 2016.

6. ACQUISITIONS AND DISPOSITIONS

Acquisitions

Miraval—During the six months ended June 30, 2017, we acquired Miraval Group from an unrelated third party. The transaction included the Miraval Life in Balance Spa brand, Miraval Arizona Resort & Spa in Tucson, Arizona, Travaasa Resort in Austin, Texas, and the option to acquire Cranwell Spa & Golf Resort ("Cranwell") in Lenox, Massachusetts. We subsequently exercised our option and acquired approximately 95% of Cranwell during the six months ended June 30, 2017. These transactions are collectively referred to as "Miraval." Total cash consideration for Miraval was $237 million.

The following table summarizes the fair value of the identifiable net assets acquired in the acquisition of Miraval, which is recorded within corporate and other:




Current assets, net of cash acquired	$	2
Property and equipment	173
Indefinite-lived intangibles (1)	37
Management agreement intangibles (2)	14
Goodwill (3)	17
Other definite-lived intangibles (4)	7
Total assets	$	250

Current liabilities	$	11
Deferred tax liabilities	3
Total liabilities	14
Total net assets acquired attributable to Hyatt Hotels Corporation	236
Total net assets acquired attributable to noncontrolling interests	1
Total net assets acquired	$	237

(1) Includes an intangible attributable to the Miraval brand.

(2) Amortized over a useful life of 20 years.

(3) The goodwill, of which $8 million is deductible for tax purposes, is attributable to Miraval's reputation as a renowned provider of wellness and mindfulness experiences, the extension of the Hyatt brand beyond traditional hotel stays, and the establishment of deferred tax liabilities.

(4) Amortized over useful lives ranging from two to seven years.

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In conjunction with the acquisition of Miraval, a consolidated hospitality venture for which we are the managing member (the "Miraval Venture") issued $9 million of redeemable preferred shares to unrelated third-party investors. The preferred shares are non-voting, except as required by applicable law and certain contractual approval rights, and have liquidation preference over all other classes of securities within the Miraval Venture. The redeemable preferred shares earn a return of 12% and a redemption premium that increases over time depending on the length of time the redeemable preferred shares are outstanding. The preferred shares are redeemable at various time periods at the option of the Miraval Venture starting 12 months from the date of issuance. If not redeemed by the Miraval Venture prior to the two-year anniversary, the preferred shareholders have the option to require redemption of all preferred shares outstanding. The preferred shares are also redeemable upon the occurrence of certain change-in-control events. Under the current terms, the shares are classified as a redeemable noncontrolling interest in preferred shares of a subsidiary, which are presented between liabilities and equity on our condensed consolidated balance sheets and carried at the current redemption value.

The Confidante Miami Beach—During the three months ended June 30, 2016, we acquired Thompson Miami Beach for a purchase price of approximately $238 million, from a seller indirectly owned by a limited partnership affiliated with the brother of our Executive Chairman. Of the $238 million purchase price, assets acquired consist of $228 million of property and equipment, which was recorded in our owned and leased hotels segment, and $10 million of management agreement intangibles, which were recorded in our Americas management and franchising segment and are being amortized over a useful life of 20 years. We rebranded this hotel as The Confidante Miami Beach and added the hotel to The Unbound Collection by Hyatt. The purchase of The Confidante Miami Beach was structured and identified as replacement property in a potential reverse like-kind exchange agreement, but the allowable period to complete the exchange expired during the fourth quarter of 2016.

Dispositions

Hyatt Regency Grand Cypress—During the three months ended June 30, 2017, we sold Hyatt Regency Grand Cypress to an unrelated third party for $202 million, net of closing costs and proration adjustments, and entered into a long-term management agreement with the owner of the property. The sale resulted in a pre-tax gain of $26 million which was deferred and is being recognized in management and franchise fees over the term of the management agreement within our Americas management and franchising segment. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. Proceeds from the sale of Hyatt Regency Grand Cypress are held as restricted for use in a potential like-kind exchange.

Hyatt Regency Louisville—During the three months ended June 30, 2017, we sold Hyatt Regency Louisville to an unrelated third party for $65 million, net of closing costs and proration adjustments, and entered into a long-term franchise agreement with the owner of the property. The sale resulted in a pre-tax gain of $35 million, which was recognized in gains (losses) on sales of real estate on our condensed consolidated statements of income during the three and six months ended June 30, 2017. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. Proceeds from the sale of Hyatt Regency Louisville are held as restricted for use in a potential like-kind exchange.

Land Held for Development—During the three months ended June 30, 2017, we sold land and construction in progress for $29 million to an unconsolidated hospitality venture in which we have a 50% ownership interest, with the intent to complete development of a hotel in Glendale, California. The sale resulted in a pre-tax loss of $1 million, which was recognized in gains (losses) on sales of real estate on our condensed consolidated statements of income during the three and six months ended June 30, 2017.

Andaz 5th Avenue—During the three months ended June 30, 2016, we sold Andaz 5th Avenue to an unrelated third party for $240 million, net of $10 million of closing costs and proration adjustments and entered into a long-term management agreement with the owner of the property. The sale resulted in a pre-tax loss of $21 million which was recognized in gains (losses) on sales of real estate on our condensed consolidated statements of income during the three and six months ended June 30, 2016. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment.

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.

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Like-Kind Exchange Agreements

Periodically, we enter into like-kind exchange agreements upon the disposition or acquisition of certain hotels. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by a qualified intermediary. The proceeds are recorded as restricted cash on our condensed 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.

7. INTANGIBLES, NET



	June 30, 2017			Weighted- average useful lives in years	December 31, 2016
Management and franchise agreement intangibles	$	630		25	$	589
Lease related intangibles	121			111	115
Brand and other indefinite-lived intangibles	53			—	16
Advanced bookings intangibles	12			6	11
Other definite-lived intangibles	9			11	6
	825				737
Accumulated amortization	(154		)		(138		)
Intangibles, net	$	671			$	599



	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Amortization expense	$	8	$	6	$	15	$	13

8. DEBT

Long-term debt, net of current maturities was $1,446 million and $1,445 million at June 30, 2017 and December 31, 2016, respectively.

Revolving Credit Facility—During the six months ended June 30, 2017, we had borrowings of $420 million and repayments of $290 million on our revolving credit facility. The weighted-average interest rate on these borrowings was 2.02% at June 30, 2017. At June 30, 2017 and December 31, 2016, we had $230 million and $100 million outstanding, respectively. At June 30, 2017, we had $1.3 billion available on our revolving credit facility.

Senior Notes—During the six months ended June 30, 2016, we issued $400 million of 4.850% senior notes due 2026, at an issue price of 99.920% (the "2026 Notes"). We received net proceeds of $396 million from the sale of the 2026 Notes, after deducting discounts and offering expenses of approximately $4 million. We used a portion of the net proceeds to pay for the redemption of $250 million of 3.875% senior notes due 2016 (the "2016 Notes") (as described below), with the remaining proceeds intended to be used for general corporate purposes. Interest on the 2026 Notes is payable semi-annually on March 15 and September 15 of each year.

The 2026 Notes, together with our $196 million of 6.875% senior notes due 2019 (the "2019 Notes"), $250 million of 5.375% senior notes due 2021 (the "2021 Notes"), and $350 million of 3.375% senior notes due 2023 (the "2023 Notes"), are collectively referred to as the "Senior Notes."

Debt Redemption—During the three months ended June 30, 2016, we redeemed all of our outstanding 2016 Notes, of which an aggregate principal amount of $250 million was outstanding. The redemption price, which was calculated in accordance with the terms of the 2016 Notes and included principal and accrued interest plus a make-whole premium, was $254 million. The make-whole premium was recorded within other income (loss), net on our condensed consolidated statements of income, see Note 17.

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Senior Secured Term Loan—During the six months ended June 30, 2016, we repaid the senior secured term loan of $64 million related to Hyatt Regency Lost Pines Resort and Spa.

Fair Value—We estimated the fair value of debt, excluding capital leases, which consists of our Senior Notes, bonds and other long-term debt. Our Senior Notes and bonds are classified as Level Two due to the use and weighting of multiple market inputs in the final price of the security. We estimated the fair value of other debt instruments using a discounted cash flow analysis based on current market inputs for similar types of arrangements. Based upon the lack of availability of market data, we have classified our revolving credit facility and other debt as Level Three. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. Fluctuations in these assumptions will result in different estimates of fair value.



	June 30, 2017
	Carrying value		Fair value		Quoted prices in active markets for identical assets (level one)		Significant other observable inputs (level two)		Significant unobservable inputs (level three)
Debt (1)	$	1,688	$	1,794	$	—	$	1,473	$	321

(1) Excludes capital lease obligations of $14 million and unamortized discounts and deferred financing fees of $15 million.



	December 31, 2016
	Carrying value		Fair value		Quoted prices in active markets for identical assets (level one)		Significant other observable inputs (level two)		Significant unobservable inputs (level three)
Debt (2)	$	1,565	$	1,642	$	—	$	1,450	$	192

(2) Excludes capital lease obligations of $15 million and unamortized discounts and deferred financing fees of $16 million.

9. LIABILITIES



	June 30, 2017		December 31, 2016
Deferred gains on sales of hotel properties	$	378	$	363
Deferred compensation plans (Note 4)	377		352
Loyalty program liability	292		296
Guarantee liabilities (Note 11)	118		124
Other	365		337
Total other long-term liabilities	$	1,530	$	1,472

Accrued expenses and other current liabilities included $150 million and $139 million of liabilities related to our loyalty program at June 30, 2017 and December 31, 2016, respectively.

10. INCOME TAXES

The effective income tax rates for the three months ended June 30, 2017 and June 30, 2016, were 34.1% and 24.7%, respectively. The effective income tax rates for the six months ended June 30, 2017 and June 30, 2016, were 35.3% and 27.2%, respectively. Our effective tax rates increased for the three and six months ended June 30, 2017 compared to the three and six months ended June 30, 2016, primarily due to the favorable impact of the reversal of uncertain tax positions in 2016 and the impact of foreign losses not benefited in 2017.

Unrecognized tax benefits were $91 million and $86 million at June 30, 2017 and December 31, 2016, respectively, of which $6 million and $5 million, respectively, would impact the effective tax rates if recognized.

During the first quarter of 2017, the Internal Revenue Service ("IRS") issued a "Notice of Deficiency" for our 2009 through 2011 tax years. We disagree with the IRS' assessment as it relates to the inclusion of loyalty program contributions as taxable income to the Company. In the second quarter of 2017, we filed a petition with the United States Tax Court for redetermination of the tax liability asserted by the IRS related to our loyalty program. If the IRS' position is upheld, it would result in an income tax liability of $119 million (including $26 million of estimated interest,

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net of federal tax benefit) for the years under audit that would be primarily offset by a deferred tax asset, and therefore, only the related interest would have an impact on the effective tax rate if recognized. We believe we have adequate tax reserves in connection with this matter.

11. COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we enter into various commitments, guarantees, surety bonds, and letter of credit agreements, which are discussed below:

Commitments—At June 30, 2017, we are committed, under certain conditions, to lend or invest up to $437 million, net of any related letters of credit, in various business ventures.

Performance Guarantees—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.

Our most significant performance guarantee relates to four managed hotels in France that we began managing in the second quarter of 2013 ("the four managed hotels in France"), which has a term of seven years, with approximately three years remaining. This guarantee has a maximum cap, but does not have an annual cap. The remaining maximum exposure related to our performance guarantees at June 30, 2017 was $378 million, of which €293 million ($335 million using exchange rates at June 30, 2017) related to the four managed hotels in France.

We had total net performance guarantee liabilities of $69 million and $79 million at June 30, 2017 and December 31, 2016, which included $53 million and $55 million recorded in other long-term liabilities, $17 million and $24 million in accrued expenses and other current liabilities, and $1 million and insignificant receivables on our condensed consolidated balance sheets, respectively. Our total performance guarantee liabilities are comprised of the fair value of the guarantee obligation liabilities recorded upon inception, net of amortization and any separate contingent liabilities, net of cash payments. Performance guarantee expense or income and income from amortization of the guarantee obligation liabilities are recorded in other income (loss), net on our condensed consolidated statements of income, see Note 17.



	The four managed hotels in France						Other performance guarantees						All performance guarantees
	2017			2016			2017			2016			2017			2016
Beginning balance, January 1	$	66		$	93		$	13		$	4		$	79		$	97
Amortization of initial guarantee obligation liability into income	(3		)	(8		)	(1		)	—			(4		)	(8		)
Performance guarantee expense, net	26			19			—			—			26			19
Net payments during the period	(22		)	(14		)	(4		)	(1		)	(26		)	(15		)
Foreign currency exchange, net	2			4			—			—			2			4
Ending balance, March 31	$	69		$	94		$	8		$	3		$	77		$	97
Initial guarantee obligation liability upon inception	—			—			3			—			3			—
Amortization of initial guarantee obligation liability into income	(4		)	(9		)	(1		)	—			(5		)	(9		)
Performance guarantee expense (income), net	15			10			(1		)	(2		)	14			8
Net (payments) receipts during the period	(27		)	(20		)	3			1			(24		)	(19		)
Foreign currency exchange, net	4			(1		)	—			—			4			(1		)
Ending balance, June 30	$	57		$	74		$	12		$	2		$	69		$	76

Additionally, we enter into certain management contracts where we have the right, but not an obligation, to make payments to certain hotel 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 management contract. At June 30, 2017 and December 31, 2016, there were no amounts recorded on our condensed consolidated balance sheets related to these performance test clauses.

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Debt Repayment Guarantees—We enter into various debt repayment guarantees related to our unconsolidated hospitality ventures and certain managed or franchised hotels. Typically, we enter into debt repayment guarantees in order to assist hotel owners in obtaining third-party financing or to obtain more favorable borrowing terms. Included within debt repayment guarantees are the following:



Property Description	Maximum potential future payments		Maximum exposure net of recoverability from third parties		Other long-term liabilities recorded at June 30, 2017		Other long-term liabilities recorded at December 31, 2016		Year of guarantee expiration
Hotel property in Washington State(1), (3), (4), (5)	$	215	$	—	$	30	$	35	2020
Hotel properties in India (2), (3)	186		186		19		21		2020
Hotel property in Brazil (1)	80		40		3		3		2020
Hotel property in Minnesota	25		25		2		2		2021
Hotel property in Arizona (1), (4)	25		—		2		2		2019
Hotel properties in California (1)	31		13		6		6		various, through 2021
Other (1)	36		14		3		—		various, through 2021
Total	$	598	$	278	$	65	$	69

(1) We have agreements with our unconsolidated hospitality venture partner, the respective hotel owners or other third parties to recover certain amounts funded under the debt repayment guarantee; the recoverability mechanism may be in the form of cash, financing receivable, or HTM debt security.

(2) Debt repayment guarantee is denominated in Indian rupees and translated using exchange rates at June 30, 2017. We have the contractual right to recover amounts funded from the unconsolidated hospitality venture, which is a related party. We expect our maximum exposure to be $93 million, taking into account our partner’s 50% ownership interest in the unconsolidated hospitality venture.

(3) Under certain events or conditions, we have the right to force the sale of the property(ies) in order to recover amounts funded.

(4) If certain funding thresholds are met or if certain events occur, we have the ability to assume control of the property.

(5) We are subject to a completion guarantee whereby the parties agree to substantially complete the construction of the project by a specified date. In the event of default, we are obligated to complete construction using the funds available from the outstanding loan. Any additional funds paid by us are subject to recovery through a HTM debt security.

At June 30, 2017, the hotel owners are current on their debt service obligations.

Guarantee Liabilities Fair Value—We estimated the fair value of our guarantees to be $225 million and $231 million at June 30, 2017 and December 31, 2016, respectively. Due to the lack of readily available market data, we have classified our guarantees as Level Three in the fair value hierarchy.

Insurance—We obtain commercial insurance for potential losses for general liability, workers' compensation, automobile liability, employment practices, crime, property and other miscellaneous coverages. A portion of the risk is retained on a self-insurance basis primarily through U.S. based and licensed captive insurance companies that are wholly owned subsidiaries of Hyatt and generally insure our deductibles and retentions. Reserve requirements are established based on actuarial projections of ultimate losses. Losses estimated to be paid within 12 months are $33 million and $30 million at June 30, 2017 and December 31, 2016, respectively, and are classified within accrued expenses and other current liabilities on our condensed consolidated balance sheets, while losses expected to be payable in future periods are $63 million and $62 million at June 30, 2017 and December 31, 2016, respectively, and are included in other long-term liabilities on our condensed consolidated balance sheets. At

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June 30, 2017, standby letters of credit of $7 million were issued to provide collateral for the estimated claims, which are guaranteed by us.

Collective Bargaining Agreements—At June 30, 2017, approximately 25% 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 us and various unions. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe our employee relations are good.

Surety Bonds—Surety bonds issued on our behalf were $25 million at June 30, 2017 and primarily relate to workers’ compensation, taxes, licenses and utilities related to our lodging operations.

Letters of Credit—Letters of credit outstanding on our behalf at June 30, 2017 were $239 million, which relate to our ongoing operations, collateral for estimated insurance claims, and securitization of our performance under our debt repayment guarantee associated with the hotel properties in India, which is only called upon if we default on our guarantee. The letters of credit outstanding do not reduce the available capacity under our revolving credit facility.

Capital Expenditures—As part of our ongoing business operations, significant expenditures are required to complete renovation projects that have been approved.

Other—We act as general partner of various partnerships owning hotel properties 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 hotels, 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 owners.

We are subject, from time to time, to various claims and contingencies related to lawsuits, taxes and environmental matters, as well as commitments under contractual obligations. Many of these claims are covered under our current insurance programs, subject to deductibles. We recognize a liability associated with commitments and contingencies when a loss is probable and reasonably estimable. Although the ultimate liability for these matters cannot be determined at this point, based on information currently available, we do not expect the ultimate resolution of such claims and litigation will have a material effect on our condensed consolidated financial statements.

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12. EQUITY



	Stockholders' equity			Noncontrolling interests in consolidated subsidiaries		Total equity
Balance at January 1, 2017	$	3,903		$	5	$	3,908
Net income	157			—		157
Other comprehensive income	105			—		105
Contributions from noncontrolling interests	—			1		1
Repurchase of common stock	(348		)	—		(348		)
Directors compensation	2			—		2
Employee stock plan issuance	2			—		2
Share-based payment activity	16			—		16
Balance at June 30, 2017	$	3,837		$	6	$	3,843

	Stockholders' equity			Noncontrolling interests in consolidated subsidiaries		Total equity
Balance at January 1, 2016	$	3,991		$	4	$	3,995
Net income	101			—		101
Other comprehensive income	23			—		23
Repurchase of common stock	(131		)	—		(131		)
Directors compensation	2			—		2
Employee stock plan issuance	2			—		2
Share-based payment activity	16			—		16
Balance at June 30, 2016	$	4,004		$	4	$	4,008

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Accumulated Other Comprehensive Loss



	Balance at April 1, 2017			Current period other comprehensive income before reclassification			Amount reclassified from accumulated other comprehensive loss		Balance at June 30, 2017
Foreign currency translation adjustments	$	(258	)	$	19		$	—	$	(239	)
Unrealized gains on AFS securities	67			11			—		78
Unrecognized pension cost	(7		)	—			—		(7		)
Unrealized losses on derivative instruments	(4		)	—			—		(4		)
Accumulated other comprehensive income (loss)	$	(202	)	$	30		$	—	$	(172	)

	Balance at January 1, 2017			Current period other comprehensive income before reclassification			Amount reclassified from accumulated other comprehensive loss		Balance at June 30, 2017
Foreign currency translation adjustments	$	(299	)	$	60		$	—	$	(239	)
Unrealized gains on AFS securities	33			45			—		78
Unrecognized pension cost	(7		)	—			—		(7		)
Unrealized losses on derivative instruments	(4		)	—			—		(4		)
Accumulated other comprehensive income (loss)	$	(277	)	$	105		$	—	$	(172	)

	Balance at April 1, 2016			Current period other comprehensive income (loss) before reclassification			Amount reclassified from accumulated other comprehensive loss		Balance at June 30, 2016
Foreign currency translation adjustments	$	(233	)	$	(9	)	$	—	$	(242	)
Unrealized gains on AFS securities	35			12			—		47
Unrecognized pension cost	(7		)	—			—		(7		)
Unrealized losses on derivative instruments	(5		)	—			—		(5		)
Accumulated other comprehensive income (loss)	$	(210	)	$	3		$	—	$	(207	)

	Balance at January 1, 2016			Current period other comprehensive income before reclassification			Amount reclassified from accumulated other comprehensive loss		Balance at June 30, 2016
Foreign currency translation adjustments	$	(257	)	$	15		$	—	$	(242	)
Unrealized gains on AFS securities	39			8			—		47
Unrecognized pension cost	(7		)	—			—		(7		)
Unrealized losses on derivative instruments	(5		)	—			—		(5		)
Accumulated other comprehensive income (loss)	$	(230	)	$	23		$	—	$	(207	)

Share Repurchases—During 2017, 2016 and 2015, our board of directors authorized the repurchase of up to $500 million, $500 million and $400 million, respectively, of our common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan, at prices we deem appropriate and subject to market conditions, applicable law and other factors

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deemed relevant in our sole discretion. The common stock repurchase program applies to our Class A common stock and our Class B common stock. The common stock repurchase program does not obligate us to repurchase any dollar amount or number of shares of common stock and the program may be suspended or discontinued at any time.

In March 2017, we entered into an accelerated share repurchase program ("2017 ASR") with a third-party financial institution. Under the 2017 ASR agreement, we paid $300 million and received an initial delivery of 4,596,822 Class A shares, which were repurchased at a price of $52.21 per share. This initial delivery of shares represents the minimum number of shares that we may receive under the agreement and was accounted for as a reduction to stockholders’ equity on the condensed consolidated balance sheets. Upon settlement of the 2017 ASR in the third quarter, the total number of shares ultimately delivered is determined based on the volume-weighted-average price of our common stock during that period. At June 30, 2017, the remaining shares yet to be delivered, totaled $60 million and were accounted for as an equity-classified forward contract. Subsequent to June 30, 2017, 500,000 Class A shares were delivered under partial settlement of the 2017 ASR. The initial delivery of shares resulted in a reduction in the weighted-average common shares calculation for basic and diluted earnings per share. See Note 16.

During the six months ended June 30, 2017, we repurchased 5,480,636 Class A shares, including shares repurchased pursuant to the 2017 ASR. The shares of common stock were repurchased at a weighted-average price of $52.48 per share for an aggregate purchase price of $288 million, excluding related insignificant expenses. Total shares repurchased during the six months ended June 30, 2017 represented approximately 4% of our total shares of common stock outstanding at December 31, 2016.

During the six months ended June 30, 2016, we repurchased 2,948,990 shares. The shares of common stock were repurchased at a weighted-average price of $44.47 per share for an aggregate purchase price of $131 million, excluding related insignificant expenses. The shares repurchased during the six months ended June 30, 2016 represented approximately 2% of our total shares of common stock outstanding at December 31, 2015.

The shares of Class A common stock repurchased on the open market were retired and returned to the status of authorized and unissued shares. At June 30, 2017, we had approximately $509 million remaining under the share repurchase authorization.

13. STOCK-BASED COMPENSATION

As part of our Long-Term Incentive Plan ("LTIP"), we award Stock Appreciation Rights ("SARs"), Restricted Stock Units ("RSUs"), Performance Share Units ("PSUs") and Performance Vesting Restricted Stock ("PSs") to certain employees. Compensation expense and unearned compensation presented below exclude amounts related to employees of our managed hotels and other employees whose payroll is reimbursed, as this expense has been and will continue to be reimbursed by our third-party hotel owners and is recorded in other revenues from managed properties and other costs from managed properties on our condensed consolidated statements of income. Stock-based compensation expense included in selling, general, and administrative expense on our condensed consolidated statements of income related to these awards was as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
SARs	$	1	$	1	$	9	$	8
RSUs	3		3		11		11
PSUs and PSs	1		—		1		1
Total stock-based compensation recorded within selling, general, and administrative expenses	$	5	$	4	$	21	$	20

SARs—During the six months ended June 30, 2017, we granted 605,601 SARs to employees with a weighted-average grant date fair value of $16.35.

RSUs— During the six months ended June 30, 2017, we granted 417,794 RSUs to employees with a weighted-average grant date fair value of $52.67.

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PSUs—During the six months ended June 30, 2017, we granted 102,115 PSUs to our executive officers, with a weighted-average grant date fair value of $52.65. The performance period applicable to such PSUs is a three year period beginning January 1, 2017 and ending December 31, 2019.

Our total unearned compensation for our stock-based compensation programs at June 30, 2017 was $7 million for SARs, $20 million for RSUs and $6 million for PSUs and PSs, which will primarily be recorded to compensation expense over the next three years with respect to SARs and RSUs, and over the next two years with respect to PSUs and PSs.

14. RELATED-PARTY TRANSACTIONS

In addition to those included elsewhere in the Notes to our condensed consolidated financial statements, related-party transactions entered into by us are summarized as follows:

Leases—Our corporate headquarters have been located at the Hyatt Center in Chicago, Illinois, since 2005. A subsidiary of the Company holds a master lease for a portion of the Hyatt Center and has entered into sublease agreements with certain related parties. Future expected sublease income for this space from related parties is $3 million.

Legal Services—A partner in a law firm that provided services to us throughout the six months ended June 30, 2017 and June 30, 2016, is the brother-in-law of our Executive Chairman. We incurred $1 million and insignificant legal fees with this firm for the three months ended June 30, 2017 and June 30, 2016, respectively. We incurred $2 million and insignificant legal fees with this firm during the six months ended June 30, 2017 and June 30, 2016, respectively. Legal fees, when expensed, are included in selling, general, and administrative expenses. At June 30, 2017 and December 31, 2016, we had $1 million and insignificant amounts due to the law firm, respectively.

Equity Method Investments—We have equity method investments in entities that own properties for which we receive management or franchise fees. We recorded fees of $6 million and $8 million for the three months ended June 30, 2017 and June 30, 2016, respectively. We recorded fees of $12 million and $14 million for the six months ended June 30, 2017 and June 30, 2016, respectively. At June 30, 2017 and December 31, 2016, we had receivables due from these properties of $8 million and $7 million, respectively. Our ownership interest in these unconsolidated hospitality ventures generally varies from 24% to 70%. In addition, in some cases we provide loans (see Note 5) or guarantees (see Note 11) to these entities. During the three months ended June 30, 2017 and June 30, 2016, we recorded fees related to these guarantees of $2 million and $1 million, respectively. We recorded fees related to these guarantees of $3 million and $2 million during the six months ended June 30, 2017 and June 30, 2016, respectively.

Class B Share Conversion—During the three and six months ended June 30, 2017, 4,233,000 shares and 4,772,370 shares of Class B common stock, respectively, were converted on a share-for-share basis into shares of our Class A common stock, $0.01 par value per share, of which 539,370 shares were retired during the three months ended June 30, 2017. The remaining 4,233,000 shares of Class B common stock were retired subsequent to June 30, 2017. The retirements thereby reduce the shares of Class B common stock authorized and outstanding.

15. SEGMENT INFORMATION

Our reportable segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by the chief operating decision maker to assess performance and make decisions regarding the allocation of resources. Our chief operating decision maker is our President and Chief Executive Officer. We define our reportable segments as follows:

•

Owned and leased hotels—This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations and for purposes of segment Adjusted EBITDA, includes our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture. Adjusted EBITDA includes intercompany expenses related to management fees paid to the Company's management and franchising segments, which are eliminated in consolidation. Intersegment revenues relate to promotional award redemptions at our owned and leased hotels related to our co-branded credit card, which are eliminated in consolidation.

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•

Americas management and franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in the United States, Latin America, Canada and the Caribbean. This segment's revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to payroll costs at managed properties where the Company is the employer. These revenues and costs are recorded within other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees earned from the Company's owned hotels, which are eliminated in consolidation.

•

ASPAC management and franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Southeast Asia, as well as Greater China, Australia, South Korea, Japan and Micronesia. This segment's revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to reservations, marketing and technology costs. These revenues and costs are recorded within other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees earned from the Company's owned hotels, which are eliminated in consolidation.

•

EAME/SW Asia management and franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Europe, Africa, the Middle East, India, Central Asia and Nepal. This segment's revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to reservations, marketing and technology costs. These revenues and costs are recorded within other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees earned from the Company's owned hotels, which are eliminated in consolidation.

Our chief operating decision maker evaluates performance based on each segment's revenue and Adjusted EBITDA. Adjusted EBITDA, as we define it, is a non-GAAP measure. We define Adjusted EBITDA as net income attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated hospitality ventures Adjusted EBITDA based on our ownership percentage of each venture, adjusted to exclude interest expense; provision for income taxes; depreciation and amortization; equity earnings (losses) from unconsolidated hospitality ventures; stock-based compensation expense; gains (losses) on sales of real estate and other income (loss), net.

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The table below shows summarized consolidated financial information by segment. Included within corporate and other are unallocated corporate expenses, results related to Miraval, license fees related to Hyatt Residence Club and results related to our co-branded credit card.



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Owned and leased hotels
Owned and leased hotels revenues	$	562		$	559		$	1,120		$	1,075
Other revenues	—			—			13			—
Intersegment revenues (a)	2			—			4			—
Adjusted EBITDA	136			149			279			280
Depreciation and amortization	73			72			147			140
Americas management and franchising
Management and franchise fees revenues	109			100			213			191
Other revenues from managed properties	431			436			859			857
Intersegment revenues (a)	21			21			43			41
Adjusted EBITDA	97			89			187			165
Depreciation and amortization	4			4			9			9
ASPAC management and franchising
Management and franchise fees revenues	27			22			52			44
Other revenues from managed properties	26			27			52			48
Intersegment revenues (a)	1			—			1			—
Adjusted EBITDA	16			12			31			24
Depreciation and amortization	1			1			1			1
EAME/SW Asia management and franchising
Management and franchise fees revenues	17			16			33			32
Other revenues from managed properties	16			17			33			32
Intersegment revenues (a)	2			4			4			6
Adjusted EBITDA	9			8			17			16
Depreciation and amortization	2			2			3			3
Corporate and other
Revenues	33			13			59			22
Adjusted EBITDA	(29		)	(31		)	(58		)	(64		)
Depreciation and amortization	11			7			22			14
Eliminations
Revenues (a)	(26		)	(25		)	(52		)	(47		)
Adjusted EBITDA (b)	—			—			1			—
Depreciation and amortization	—			—			—			—
TOTAL
Revenues	$	1,195		$	1,165		$	2,382		$	2,254
Adjusted EBITDA	229			227			457			421
Depreciation and amortization	91			86			182			167


(a)	Intersegment revenues are included in the management and franchise fees revenues and owned and leased hotels revenues and are eliminated in Eliminations.


(b)	Includes expenses recorded by our owned and leased hotels related to billings for depreciation of technology-related capital assets.

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



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Net income attributable to Hyatt Hotels Corporation	$	87		$	67		$	157		$	101
Interest expense	20			20			41			37
Provision for income taxes	45			21			86			37
Depreciation and amortization	91			86			182			167
EBITDA	243			194			466			342
Equity (earnings) losses from unconsolidated hospitality ventures	(1		)	(19		)	2			(21		)
Stock-based compensation expense (Note 13)	5			4			21			20
(Gains) losses on sales of real estate (Note 6)	(34		)	21			(34		)	21
Other (income) loss, net (Note 17)	(2		)	(1		)	(42		)	3
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA	18			28			44			56
Adjusted EBITDA	$	229		$	227		$	457		$	421