HYATT HOTELS CORPORATION (Exact Name of Registrant As Specified in Its Charter)
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ¨ 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 (IRS Employer Incorporation or Organization) Identification No.) 150 North Riverside Plaza 8th Floor, Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (312) 750-1234 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Class A Common Stock, $0.01 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ 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 þ No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ 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 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 þ 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 Act). Yes ¨ No þ At June 29, 2018, the aggregate market value of the registrant's Class A common stock, $0.01 par value, held by non-affiliates of the registrant was approximately $3,316.5 million (based upon the closing sale price of the Class A common stock on June 29, 2018 on The New York Stock Exchange). The market value of the registrant's Class B common stock is not included in the above value as there is no active market for such stock. At January 31, 2019, there were 38,870,443 shares of the registrant's Class A common stock, $0.01 par value, outstanding and 67,115,828 shares of the registrant's Class B common stock, $0.01 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrant's Proxy Statement for its 2019 Annual Meeting of Stockholders to be held on May 15, 2019. Table of Contents HYATT HOTELS CORPORATION TABLE OF CONTENTS FISCAL YEAR ENDED DECEMBER 31, 2018 PART I Disclosure Regarding Forward-Looking Statements 1 Item 1. Business 4 Item 1A. Risk Factors 25 Item 1B. Unresolved Staff Comments 48 Item 2. Properties 49 Item 3. Legal Proceedings 54 Item 4. Mine Safety Disclosures 54 Executive Officers of the Registrant 55 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 58 Item 6. Selected Financial Data 61 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 62 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 95 Item 8. Financial Statements and Supplementary Data 96 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 96 Item 9A. Controls and Procedures 97 Item 9B. Other Information 97 PART III Item 10. Directors, Executive Officers, and Corporate Governance 98 Item 11. Executive Compensation 98 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 98 Item 13. Certain Relationships and Related Transactions, and Director Independence 99 Item 14. Principal Accountant Fees and Services 99 PART IV Item 15. Exhibits and Financial Statement Schedule 101 Item 16. Form 10-K Summary 101 Signatures 102 Table of Contents Disclosure Regarding Forward-Looking Statements This annual report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about the Company's plans, strategies, financial performance, the amount by which the Company intends to reduce its real estate asset base and the anticipated timeframe for such asset dispositions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would," and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: • the factors discussed in this annual report set forth under the sections titled "Risk Factors" in Part I, Item 1A, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7; • general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; • the rate and the pace of economic recovery following economic downturns; • levels of spending in business and leisure segments as well as consumer confidence; • declines in occupancy and average daily rate ("ADR"); • limited visibility with respect to future bookings; • loss of key personnel; • hostilities, or fear of hostilities, including future terrorist attacks, that affect travel; • travel-related accidents; • natural or man-made disasters such as earthquakes, tsunamis, tornadoes, hurricanes, floods, wildfires, oil spills, nuclear incidents, and global outbreaks of pandemics or contagious diseases or fear of such outbreaks; • our ability to successfully achieve certain levels of operating profits at hotels that have performance tests or guarantees in favor of our third-party owners; • the impact of hotel renovations and redevelopments; • risks associated with our capital allocation plans and common stock repurchase program and other forms of shareholder capital return, including the risk that our common stock repurchase program could increase volatility and fail to enhance shareholder value; • our intention to pay a quarterly cash dividend and the amounts thereof, if any; • the seasonal and cyclical nature of the real estate and hospitality businesses; • changes in distribution arrangements, such as through internet travel intermediaries; • changes in the tastes and preferences of our customers; • relationships with colleagues and labor unions and changes in labor laws; • the financial condition of, and our relationships with, third-party property owners, franchisees, and hospitality venture partners; • the possible inability of third-party owners, franchisees, or development partners to access capital necessary to fund current operations or implement our plans for growth; • risks associated with potential acquisitions and dispositions and the introduction of new brand concepts; • the timing of acquisitions and dispositions, and our ability to successfully integrate completed acquisitions with existing operations; • failure to successfully complete proposed transactions (including the failure to satisfy closing conditions or obtain required approvals); • our ability to successfully execute on our strategy to expand our management and franchising business while at the same time reducing our real estate asset base within targeted timeframes and at expected values; • declines in the value of our real estate assets; • unforeseen terminations of our management or franchise agreements;