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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2025


☐			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.)

150 North Riverside Plaza

8th Floor, Chicago, Illinois 60606

(Address of Principal Executive Offices) (Zip Code)

(312) 750-1234

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, $0.01 par value

New York Stock Exchange

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 ☒ 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 ☒ 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.

Large accelerated filer

☒

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 ☒

At October 31, 2025, there were 41,819,241 shares of the registrant's Class A common stock, $0.01 par value, outstanding and 53,143,473 shares of the registrant's Class B common stock, $0.01 par value, outstanding.

Table of Contents

HYATT HOTELS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS



	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	46
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 4.	Controls and Procedures	68

	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	69
Item 1A.	Risk Factors	69
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69
Item 3.	Defaults Upon Senior Securities	69
Item 4.	Mine Safety Disclosures	69
Item 5.	Other Information	69
Item 6.	Exhibits	70

Signatures		71

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(In millions of dollars, except per share amounts)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
REVENUES:
Base management fees	$	107	$	97	$	334	$	295
Incentive management fees	53		52		191		170
Franchise and other fees	123		119		366		340
Gross fees	283		268		891		805
Contra revenue	(34)		(27)		(69)		(56)
Net fees	249		241		822		749
Owned and leased	429		287		952		910
Distribution	192		221		769		818
Other revenues	13		13		35		58
Revenues for reimbursed costs	903		867		2,734		2,511
Total revenues	1,786		1,629		5,312		5,046
DIRECT AND GENERAL AND ADMINISTRATIVE EXPENSES:
General and administrative	138		126		416		412
Owned and leased	346		228		786		716
Distribution	169		182		654		690
Other direct costs	22		19		66		81
Transaction and integration costs	25		8		130		26
Depreciation and amortization	83		81		245		257
Reimbursed costs	905		881		2,756		2,570
Total direct and general and administrative expenses	1,688		1,525		5,053		4,752
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts	22		18		41		46
Equity earnings (losses) from unconsolidated hospitality ventures	(34)		(13)		(40)		32
Interest expense	(90)		(50)		(230)		(128)
Gains (losses) on sales of real estate and other	—		514		(2)		1,267
Asset impairments	(9)		(35)		(23)		(52)
Other income (loss), net	(4)		70		68		152
Income (loss) before income taxes	(17)		608		73		1,611
Provision for income taxes	(33)		(137)		(103)		(259)
Net income (loss)	$	(50)	$	471	$	(30)	$	1,352
Net income (loss) attributable to noncontrolling interests	$	(1)	$	—	$	2	$	—
Net income (loss) attributable to Hyatt Hotels Corporation	$	(49)	$	471	$	(32)	$	1,352

EARNINGS (LOSSES) PER CLASS A AND CLASS B SHARE:
Net income (loss) attributable to Hyatt Hotels Corporation—Basic	$	(0.51)	$	4.75	$	(0.34)	$	13.38
Net income (loss) attributable to Hyatt Hotels Corporation—Diluted	$	(0.51)	$	4.63	$	(0.34)	$	13.04

See accompanying Notes to condensed consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions of dollars)

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Net income (loss)	$	(50)	$	471	$	(30)	$	1,352
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments, net of tax of $(1) and $(6) for the three and nine months ended September 30, 2025, respectively, and $1 and $4 for the three and nine months ended September 30, 2024, respectively	(5)		29		167		(24)
Pension liabilities adjustments, net of tax of $— for both the three and nine months ended September 30, 2025 and September 30, 2024	(1)		—		(1)		(2)
Available-for-sale debt securities unrealized fair value adjustments, net of tax of $— for both the three and nine months ended September 30, 2025 and $(4) and $(3) for the three and nine months ended September 30, 2024, respectively	2		13		1		9
Derivative instrument adjustments, net of tax of $— for both the three months ended September 30, 2025 and September 30, 2024 and $(1) for both the nine months ended September 30, 2025 and September 30, 2024	2		1		5		2
Other comprehensive income (loss)	(2)		43		172		(15)
Comprehensive income (loss)	$	(52)	$	514	$	142	$	1,337
Comprehensive income (loss) attributable to noncontrolling interests	$	(2)	$	—	$	40	$	—
Comprehensive income (loss) attributable to Hyatt Hotels Corporation	$	(50)	$	514	$	102	$	1,337

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)


	September 30, 2025		December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	697	$	1,011
Restricted cash	1		1
Short-term investments	52		372
Receivables, net of allowances of $71 and $62 at September 30, 2025 and December 31, 2024, respectively	930		1,121
Inventories	9		8
Prepaids and other assets	160		174
Prepaid income taxes	130		46

Current assets held for sale	138		—
Total current assets	2,117		2,733
Equity method investments	188		189
Property and equipment, net	1,726		1,689
Financing receivables, net of allowances of $37 and $36 at September 30, 2025 and December 31, 2024, respectively	459		368
Operating lease right-of-use assets	339		328
Goodwill	3,448		2,541
Intangibles, net	2,265		2,167
Deferred tax assets	494		466
Other assets	2,883		2,843
Long-term assets held for sale	1,786		—
TOTAL ASSETS	$	15,705	$	13,324
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	407	$	456
Accounts payable	360		475
Accrued expenses and other current liabilities	603		565
Current contract liabilities	1,332		1,553
Accrued compensation and benefits	245		192
Current operating lease liabilities	35		33
Current liabilities held for sale	102		—
Total current liabilities	3,084		3,274
Long-term debt	5,607		3,326
Long-term contract liabilities	958		843
Long-term operating lease liabilities	251		245
Other long-term liabilities	1,963		1,810
Long-term liabilities held for sale	34		—
Total liabilities	11,897		9,498
Commitments and contingencies (Note 13)
EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding at both September 30, 2025 and December 31, 2024	—		—
Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 42,140,646 issued and outstanding at September 30, 2025, and Class B common stock, $0.01 par value per share, 385,142,370 shares authorized, 53,147,958 shares issued and outstanding at September 30, 2025. Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 42,613,090 issued and outstanding at December 31, 2024, and Class B common stock, $0.01 par value per share, 385,525,991 shares authorized, 53,531,579 shares issued and outstanding at December 31, 2024	1		1
Additional paid-in capital	15		—
Retained earnings	3,603		3,815
Accumulated other comprehensive loss	(135)		(269)
Total stockholders' equity	3,484		3,547
Noncontrolling interests	324		279
Total equity	3,808		3,826
TOTAL LIABILITIES AND EQUITY	$	15,705	$	13,324

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)


	Nine Months Ended
	September 30, 2025		September 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(30)	$	1,352
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	245		257

(Gains) losses on sales of real estate and other	2		(1,267)
Amortization of share awards	61		55
Amortization of operating lease right-of-use assets	25		28
Deferred income taxes	(24)		(95)
Asset impairments	23		52

Equity (earnings) losses from unconsolidated hospitality ventures	40		(32)



Contra revenue	69		56

(Gains) losses, net on marketable securities	(18)		4

Contingent consideration liabilities fair value adjustments	(14)		(20)

Payments for key money assets	(100)		(99)
Deferred revenue related to the loyalty program	179		173
Working capital changes and other	(392)		(66)
Net cash provided by operating activities	66		398
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities and short-term investments	(496)		(1,321)
Proceeds from marketable securities and short-term investments	772		1,204
Contributions to equity method and other investments	(71)		(78)
Return of equity method and other investments	10		9
Acquisitions, net of cash acquired	(1,274)		(28)
Capital expenditures	(143)		(119)
Issuance of financing receivables	(16)		(91)
Proceeds from sales of real estate, net of cash disposed	13		1,410




Other investing activities	18		(3)
Net cash provided by (used in) investing activities	(1,187)		983
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt, net of issuance costs of $15 and $14 for the nine months ended September 30, 2025 and September 30, 2024, respectively	2,684		830

Repayments and repurchases of debt	(1,550)		(749)
Repurchases of common stock	(179)		(1,179)
Dividends paid	(43)		(46)





Payment of withholding taxes for stock-based compensation	(24)		(41)

Other financing activities	(21)		1
Net cash provided by (used in) financing activities	867		(1,184)
Effect of exchange rate changes on cash	(13)		(11)
Net increase (decrease) in cash, cash equivalents, and restricted cash, including cash, cash equivalents, and restricted cash classified within current assets held for sale	(267)		186
Change in cash, cash equivalents, and restricted cash classified within current assets held for sale	(50)		3
Net increase (decrease) in cash, cash equivalents, and restricted cash	(317)		189
Cash, cash equivalents, and restricted cash—Beginning of period	1,015		919

Cash, cash equivalents, and restricted cash—End of period	$	698	$	1,108
(Continued)

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)

Supplemental disclosure of cash flow information:



	September 30, 2025		September 30, 2024
Cash and cash equivalents	$	697	$	1,095
Restricted cash	1		9
Restricted cash included in other assets	—		4
Total cash, cash equivalents, and restricted cash	$	698	$	1,108



	Nine Months Ended
	September 30, 2025		September 30, 2024
Cash paid during the period for interest	$	194	$	115
Cash paid during the period for income taxes, net	$	182	$	121
Cash paid for amounts included in the measurement of operating lease liabilities	$	33	$	34

Non-cash investing and financing activities:

Non-cash right-of-use assets obtained in exchange for operating lease liabilities	$	10	$	13
Non-cash contributions to equity method and other investments (Note 4)	$	—	$	223

Non-cash issuance of financing receivables (Note 7)	$	—	$	129
Non-cash purchase consideration for the Playa Hotels Acquisition (Note 7)	$	13	$	—
Non-cash extinguishment of convertible debt security (Note 4)	$	30	$	—
(Concluded)

See accompanying Notes to condensed consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

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

(Unaudited)



	Stockholders' equity attributable to Hyatt Hotels Corporation
	Common Shares Outstanding		Common Stock Amount				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Class	Class	Class		Class
	A	B	A		B
BALANCE—January 1, 2024	44,275,818	58,757,123	$	1	$	—	$	—	$	3,738	$	(175)	$	3	$	3,567
Net income	—	—	—		—		—		522		—		—		522
Other comprehensive loss	—	—	—		—		—		—		(22)		—		(22)

Repurchases of common stock (1)	(528,427)	(1,987,229)	—		—		(2)		(387)		—		—		(389)
Employee stock plan issuance	13,475	—	—		—		2		—		—		—		2


Share-based payment activity	635,482	—	—		—		—		(5)		—		—		(5)

Cash dividends declared of $0.15 per share (Note 14)	—	—	—		—		—		(15)		—		—		(15)
Class share conversions	766,296	(766,296)	—		—		—		—		—		—		—
BALANCE—March 31, 2024	45,162,644	56,003,598	$	1	$	—	$	—	$	3,853	$	(197)	$	3	$	3,660
Net income	—	—	—		—		—		359		—		—		359
Other comprehensive loss	—	—	—		—		—		—		(36)		—		(36)

Repurchases of common stock (1)	(906,875)	—	—		—		(21)		(114)		—		—		(135)


Employee stock plan issuance	14,553	—	—		—		2		—		—		—		2
Share-based payment activity	32,883	—	—		—		19		—		—		—		19

Cash dividends declared of $0.15 per share (Note 14)	—	—	—		—		—		(16)		—		—		(16)
Class share conversions	464,111	(464,111)	—		—		—		—		—		—		—
BALANCE—June 30, 2024	44,767,316	55,539,487	$	1	$	—	$	—	$	4,082	$	(233)	$	3	$	3,853
Net income	—	—	—		—		—		471		—		—		471
Other comprehensive income	—	—	—		—		—		—		43		—		43

Repurchases of common stock (2)	(2,858,280)	(1,642,251)	—		—		(11)		(652)		—		—		(663)


Employee stock plan issuance	12,920	—	—		—		2		—		—		—		2
Share-based payment activity	206,781	—	—		—		9		—		—		—		9

Cash dividends declared of $0.15 per share (Note 14)	—	—	—		—		—		(15)		—		—		(15)
Class share conversions	148,657	(148,657)	—		—		—		—		—		—		—
BALANCE—September 30, 2024	42,277,394	53,748,579	$	1	$	—	$	—	$	3,886	$	(190)	$	3	$	3,700

(1) Includes a $1 million liability related to the 1% U.S. federal excise tax on certain share repurchases enacted by the Inflation Reduction Act of 2022.
(2) Includes a $6 million liability related to the 1% U.S. federal excise tax on certain share repurchases enacted by the Inflation Reduction Act of 2022.
(Continued)

See accompanying Notes to condensed consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND NONCONTROLLING INTERESTS

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

(Unaudited)


	Stockholders' equity attributable to Hyatt Hotels Corporation
	Common Shares Outstanding		Common Stock Amount				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total
	Class	Class	Class		Class
	A	B	A		B
BALANCE—January 1, 2025	42,613,090	53,531,579	$	1	$	—	$	—	$	3,815	$	(269)	$	279	$	3,826
Net income	—	—	—		—		—		20		—		4		24
Other comprehensive income	—	—	—		—		—		—		45		13		58
Measurement period adjustment for noncontrolling interest (Note 7)	—	—	—		—		—		—		—		5		5
Repurchases of common stock (1)	(1,078,511)	—	—		—		(13)		(137)		—		—		(150)


Employee stock plan issuance	12,982	—	—		—		2		—		—		—		2
Share-based payment activity	351,159	—	—		—		11		—		—		—		11

Cash dividends declared of $0.15 per share (Note 14)	—	—	—		—		—		(14)		—		—		(14)
Class share conversions	19,001	(19,001)	—		—		—		—		—		—		—
BALANCE—March 31, 2025	41,917,721	53,512,578	$	1	$	—	$	—	$	3,684	$	(224)	$	301	$	3,762
Net loss	—	—	—		—		—		(3)		—		(1)		(4)
Other comprehensive income	—	—	—		—		—		—		90		26		116




Employee stock plan issuance	21,695	—	—		—		2		—		—		—		2
Share-based payment activity (2)	17,454	—	—		—		25		—		—		—		25
Cash dividends declared of $0.15 per share (Note 14)	—	—	—		—		—		(14)		—		—		(14)


BALANCE—June 30, 2025	41,956,870	53,512,578	$	1	$	—	$	27	$	3,667	$	(134)	$	326	$	3,887
Net loss	—	—	—		—		—		(49)		—		(1)		(50)
Other comprehensive loss	—	—	—		—		—		—		(1)		(1)		(2)

Repurchases of common stock (1)	(211,799)	—	—		—		(31)		—		—		—		(31)


Employee stock plan issuance	15,578	—	—		—		2		—		—		—		2
Share-based payment activity	15,377	—	—		—		17		—		—		—		17

Cash dividends declared of $0.15 per share (Note 14)	—	—	—		—		—		(15)		—		—		(15)
Class share conversions	364,620	(364,620)	—		—		—		—		—		—		—
BALANCE—September 30, 2025	42,140,646	53,147,958	$	1	$	—	$	15	$	3,603	$	(135)	$	324	$	3,808

(1) Includes a $1 million liability related to the 1% U.S. federal excise tax on certain share repurchases enacted by the Inflation Reduction Act of 2022.
(2) Includes $3 million of additional paid-in capital related to time-vested restricted stock units granted to certain Playa Hotels & Resorts N.V. employees as part of the total purchase consideration on the acquisition date (see Note 7).
(Concluded)

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 have offerings that consist of full service hotels and resorts, select service hotels, all-inclusive resorts, and other properties, including timeshare, fractional, and other forms of residential and vacation units. We also offer distribution and destination management services through ALG Vacations and distribution services through Mr & Mrs Smith, a boutique and luxury global travel platform. At September 30, 2025, our hotel portfolio included 1,497 hotels (366,347 rooms) throughout the world, of which 728 hotels (167,988 rooms) are located in the United States and 156 are all-inclusive resorts (58,948 rooms). At September 30, 2025, our portfolio of properties operated in 82 countries around the world. Additionally, we provide certain reservation and/or loyalty program services to hotels that are unaffiliated with our hotel portfolio and operate under other trade names or marks owned by such hotels or licensed by third parties.

Unless otherwise specified or required by the context, references in this Quarterly Report on Form 10-Q ("Quarterly Report") to "we," "our," "us," "Hyatt," or the "Company" refer to Hyatt Hotels Corporation and its consolidated subsidiaries. As used in this Quarterly Report:

•"hospitality ventures" refer to entities in which we own less than a 100% equity interest;

•"hotel portfolio" refers to our full service hotels, our select service hotels, and our all-inclusive resorts;

•"loyalty program" refers to the World of Hyatt loyalty program that is operated for the benefit of participating properties and generates substantial repeat guest business by rewarding frequent stays with points that can be redeemed for hotel nights and other valuable rewards;

•"properties," "portfolio of properties," or "property portfolio" refer to our hotel portfolio and residential and vacation units that we operate, manage, franchise, own, lease, develop, license, or to which we provide services or license our trademarks, including under the Park Hyatt, Alila, Miraval, Impression by Secrets, The Unbound Collection by Hyatt, Andaz, Thompson Hotels, The Standard, Dream Hotels, The StandardX, Breathless Resorts & Spas, JdV by Hyatt, Bunkhouse Hotels, Me and All Hotels, Zoëtry Wellness & Spa Resorts, Hyatt Ziva, Hyatt Zilara, Secrets Resorts & Spas, Dreams Resorts & Spas, Hyatt Vivid Hotels & Resorts, Sunscape Resorts & Spas, Alua Hotels & Resorts, Bahia Principe Hotels & Resorts, Grand Hyatt, Hyatt Regency, Destination by Hyatt, Hyatt Centric, Hyatt Vacation Club, Hyatt, Caption by Hyatt, Unscripted by Hyatt, Hyatt Place, Hyatt House, Hyatt Studios, Hyatt Select, and UrCove brands;

•"residential units" refer to residential units that we manage, own, or to which we provide services or license our trademarks (such as serviced apartments and Hyatt-branded residential units) that are typically part of a mixed-use project and located either adjacent to or near a full service hotel that is a member of our portfolio of properties or in unique leisure locations; and

•"vacation units" refer to the fractional and timeshare vacation properties we license our trademarks to and that are part of the Hyatt Vacation Club.

The unaudited condensed consolidated financial statements and accompanying footnotes (the "Notes") 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 should be read in conjunction with the consolidated financial statements and accompanying footnotes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 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.

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2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Future Adoption of Accounting Standards

Disclosure Improvements—In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2023-06 ("ASU 2023-06"), Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. ASU 2023-06 modifies the disclosure and presentation requirements for certain FASB Accounting Standards Codification topics to align with Securities and Exchange Commission ("SEC") regulations. The effective date for each amendment will be the date on which the SEC's removal of that related disclosure from its regulations becomes effective, if the SEC removes the disclosure by June 30, 2027. The provisions of ASU 2023-06 are to be applied prospectively, with early adoption prohibited. We do not expect the adoption of ASU 2023-06 to have a material impact on our condensed consolidated financial statements and accompanying Notes.

Income Taxes—In December 2023, the FASB issued Accounting Standards Update No. 2023-09 ("ASU 2023-09"), Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires enhanced annual income tax disclosures including (1) disaggregation of effective tax rate reconciliation categories, (2) additional information for reconciling items that meet a quantitative threshold, and (3) income taxes paid by jurisdiction. The provisions of ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and may be applied either prospectively or retrospectively for all prior periods presented. We are currently assessing the impact of adopting ASU 2023-09.

Expense Disaggregation Disclosures—In November 2024, the FASB issued Accounting Standards Update No. 2024-03 ("ASU 2024-03"), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of disaggregated information about certain costs and expenses presented on the consolidated statements of income (loss), including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, as clarified by Accounting Standards Update No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, and may be applied either prospectively or retrospectively for any or all prior periods presented. We are currently assessing the impact of adopting ASU 2024-03.

Credit Losses—In July 2025, the FASB issued Accounting Standards Update No. 2025-05 ("ASU 2025-05"), Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Accounting Standards Codification 606, Revenue from Contracts with Customers. The provisions of ASU 2025-05 are effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted, and are to be applied prospectively. We are currently assessing the impact of adopting ASU 2025-05.

Internal-Use Software—In September 2025, the FASB issued Accounting Standards Update No. 2025-06 ("ASU 2025-06"), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 removes all references to prescriptive and sequential software development stages and requires entities to begin capitalizing software costs when both of the following occur: (1) management authorizes and commits to funding the software project and (2) it is probable that the project will be completed and the software will be used for its intended purpose. The provisions of ASU 2025-06 are effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted, and may be applied prospectively, retrospectively, or with a modified transition approach. We are currently assessing the impact of adopting ASU 2025-06.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Revenues

See Note 17 for our revenues disaggregated by the nature of the product or service.

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Contract Balances

Contract assets, included in receivables, net on our condensed consolidated balance sheets, were $4 million and insignificant at September 30, 2025 and December 31, 2024, respectively. As our profitability hurdles are generally calculated on a full-year basis, we expect our contract assets to be insignificant at year end.

Contract liabilities were comprised of the following:


	September 30, 2025		December 31, 2024
Deferred revenue related to the loyalty program	$	1,512	$	1,333
Deferred revenue related to distribution and destination management services	480		705
Deferred revenue related to co-branded credit card programs	77		66
Advanced deposits	66		53
Initial fees received from franchise owners	49		47
Deferred revenue related to insurance programs	17		112

Other deferred revenue	89		80
Total contract liabilities	$	2,290	$	2,396

Revenue recognized during the three months ended September 30, 2025 and September 30, 2024 included in the contract liabilities balance at the beginning of each year was $201 million and $190 million, respectively. Revenue recognized during the nine months ended September 30, 2025 and September 30, 2024 included in the contract liabilities balance at the beginning of each year was $1,122 million and $1,040 million, respectively. This revenue primarily related to distribution and destination management services and the loyalty program.

Revenue Allocated to Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted revenue expected to be recognized in future periods was approximately $130 million at September 30, 2025. This was primarily related to design services fees from third-party owners and initial application fees from franchisees. Design services fees are recognized as revenues over multiple years, typically over a period of less than five years, using the percentage-of-completion method based on the achievement of design and/or renovation or construction milestones, timing of which is inherently uncertain. Initial application fees are recognized as revenues using the straight-line method over the initial term of the franchise agreement, which is generally 20 years. Of the $130 million of contracted revenue, we expect to recognize approximately 10% within the next 12 months, with the remainder to be recognized thereafter.

4. 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 7). 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 September 30, 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.

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	September 30, 2025		December 31, 2024
Cash and cash equivalents	$	23	$	2
Receivables	3		15

Total current assets	26		17
Operating lease right-of-use assets	1		1
Goodwill	177		147
Intangibles, net	570		515


Other assets	57		50
Total assets	$	831	$	730

Accounts payable	$	1	$	15
Accrued expenses and other current liabilities	4		1
Total current liabilities	5		16
Long-term operating lease liabilities	1		1

Other long-term liabilities	184		161
Total liabilities	$	190	$	178

The resorts managed by the joint venture increase our all-inclusive portfolio and provide 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 nine months ended September 30, 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 (losses) on sales of real estate and other on our condensed consolidated statements of income (loss) during the nine months ended September 30, 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 included 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 included projected cash flows based on contract terms. The valuation methodology included 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 included assumptions and judgments regarding probability weighting, discount rates, and expected timing of cash flows, which are primarily Level Three assumptions. At September 30, 2025, the indemnification for open tax years had a maximum exposure of $75 million.

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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 September 30, 2025 and December 31, 2024, we had $75 million and $68 million, respectively, recorded in other long-term liabilities (see Note 11) on our condensed consolidated balance sheets related to our guaranteed obligations of this unconsolidated VIE. At September 30, 2025 and December 31, 2024, our maximum exposure to loss was $145 million and $142 million, respectively, which includes the maximum exposure under the guarantee and indemnification (see Note 13).

Equity Method Investments

Equity method investments were $188 million and $189 million at September 30, 2025 and December 31, 2024, respectively.

During the three and nine months ended September 30, 2025, we recognized $29 million and $36 million, respectively, of impairment charges, and during the three and nine months ended September 30, 2024, we recognized no amount and $10 million, respectively, of impairment charges in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income (loss). The impairment charges were related to certain investments in unconsolidated hospitality ventures in which the estimated fair values were less than the carrying values, and the impairments were deemed other than temporary. We estimated the fair values of our investments, which are classified as Level Three in the hierarchy, using pending third-party offers or internally-developed cash flow models.

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 September 30, 2025, the aggregate value of our equity shares was $274 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 (loss) during the nine months ended September 30, 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:


	September 30, 2025		December 31, 2024
Loyalty program (Note 9)	$	748	$	642
Deferred compensation plans held in rabbi trusts (Note 9)	588		548
Captive insurance company (Note 9)	112		86
Total marketable securities held to fund operating programs	$	1,448	$	1,276
Less: current portion of marketable securities held to fund operating programs included in cash and cash equivalents and short-term investments	(96)		(55)
Marketable securities held to fund operating programs included in other assets	$	1,352	$	1,221

At September 30, 2025 and December 31, 2024, marketable securities held to fund operating programs included:

•$565 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;

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•$93 million and $25 million, respectively, of time deposits classified as held-to-maturity ("HTM") debt securities with contractual maturities on various dates through 2027. The amortized cost of our time deposits approximates fair value;

•$20 million and $17 million, respectively, 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 September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Unrealized gains (losses), net
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1)	$	20	$	(5)	$	36	$	19
Revenues for reimbursed costs (2)	10		(3)		17		8
Other income (loss), net (Note 19)	2		6		7		7
Other comprehensive income (loss) (Note 14)	2		15		13		9

Realized gains, net
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1)	$	2	$	23	$	5	$	27
Revenues for reimbursed costs (2)	1		11		3		13
Other income (loss), net (Note 19)	1		—		1		—
(1) Unrealized and realized gains (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 (loss).
(2) Unrealized and realized gains (losses) recognized in revenues for reimbursed costs related to marketable securities held to fund rabbi trusts are offset by amounts recognized in reimbursed costs with no impact on net income (loss).

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:


	September 30, 2025		December 31, 2024
Interest-bearing money market funds	$	244	$	600

Time deposits (1)	40		379
Ordinary shares in Playa Hotels (Note 9)	—		154
Total marketable securities held for investment purposes	$	284	$	1,133
Less: current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments	(281)		(975)
Marketable securities held for investment purposes included in other assets	$	3	$	158
(1) Time deposits have contractual maturities on various dates through 2027. The amortized cost of our time deposits approximates fair value.

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During the nine months ended September 30, 2025, we acquired all of the issued and outstanding ordinary shares of Playa Hotels & Resorts N.V. ("Playa Hotels") (see Note 7). Prior to the acquisition, we held ordinary shares in Playa Hotels, which were accounted for as equity securities with a readily determinable fair value as we did not have the ability to significantly influence the operations of the entity. The following table summarizes net gains (losses) recognized in other income (loss), net on our condensed consolidated statements of income (loss) (see Note 19):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net gains (losses)	$	—	$	(8)	$	10	$	(11)
Less: net gains recognized on shares during the period	—		—		(10)		—
Unrealized gains (losses), net recognized on shares held at period end	$	—	$	(8)	$	—	$	(11)

Fair Value—We measure marketable securities at fair value on a recurring basis:


	September 30, 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	$	308	$	308	$	—	$	—
Mutual funds and exchange-traded funds	596		—		—		596

Common shares	12		—		—		12
Level Two—Significant Other Observable Inputs

Time deposits	133		17		20		96
U.S. government obligations	287		—		6		281
U.S. government agencies	31		—		—		31
Corporate debt securities	289		—		26		263
Mortgage-backed securities	36		—		—		36
Asset-backed securities	36		—		—		36
Municipal and provincial notes and bonds	4		—		—		4



Total	$	1,732	$	325	$	52	$	1,355


	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
Ordinary and 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

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During both the nine months ended September 30, 2025 and September 30, 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 recorded as HTM debt securities within other assets on our condensed consolidated balance sheets:


	September 30, 2025		December 31, 2024
HTM debt securities (1)	$	315	$	276
Less: allowance for credit losses	(9)		(9)
Total HTM debt securities, net of allowances	$	306	$	267

Gross HTM debt securities on nonaccrual status	$	16	$	—
(1) Includes a $194 million preferred equity investment, net of a $31 million and $35 million unamortized discount, at September 30, 2025 and December 31, 2024, respectively, in a third-party entity that owns a managed hotel. Accretion of the discount was recognized in interest income within other income (loss), net on our condensed consolidated statements of income (loss) (see Note 19) and was 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 (reversals), net (1)	—		(2)
Write-offs	—		(2)
Allowance at June 30	$	9	$	9
Provisions (1)	—		—

Allowance at September 30	$	9	$	9


(1) Provisions for credit losses were partially or fully offset by interest income recognized in the same periods (see Note 19).

We estimated the fair value of these HTM debt securities to be approximately $305 million and $270 million at September 30, 2025 and December 31, 2024, respectively. Our preferred equity investments, which are redeemable on various dates through 2032, are classified as Level Three in the fair value hierarchy. The fair values were 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 security, which is redeemable in 2062, is 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—During the three months ended September 30, 2025, a $30 million convertible debt investment associated with one of our franchised properties was extinguished in conjunction with the recapitalization of the franchisee. The uncollectible investment, which was classified as AFS and recorded within other assets on our condensed consolidated balance sheets, was written off upon extinguishment. As part of the recapitalization, we maintained the long-term franchise agreement for the property.

During the three and nine months ended September 30, 2025, we recognized no amount and $30 million, respectively, of credit loss provisions in other income (loss), net on our condensed consolidated statements of income (loss) (see Note 19) related to this investment. Prior to the extinguishment, we remeasured the fair value of our investment on a recurring basis using a discounted future cash flow model. At December 31, 2024, we estimated the fair value of the investment, which was classified as Level Three in the fair value hierarchy, to be $42 million.

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Net unrealized gains (losses) recognized on our condensed consolidated financial statements were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024			2025		2024
Other comprehensive income (loss) (Note 14)	$	—	$	2		$	(12)	$	3

Equity Securities Without a Readily Determinable Fair Value—At September 30, 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.

5. PROPERTY AND EQUIPMENT, NET

At September 30, 2025 and December 31, 2024, we had $1,726 million and $1,689 million, respectively, of net property and equipment recorded on our condensed consolidated balance sheets.

During the nine months ended September 30, 2025 and the three and nine months ended September 30, 2024, we identified changes in circumstances that indicated that the carrying values of certain asset groups, inclusive of property and equipment and operating lease right-of-use ("ROU") assets, may not be recoverable. We assessed the recoverability of the net book values and determined that the carrying values of certain asset groups were not fully recoverable. We then estimated the fair values of these assets, which are classified as Level Three in the hierarchy, using pending third-party offers or internally-developed cash flow models, which incorporated cash flow assumptions based on current economic trends, historical experience, and future growth projections. We determined that the carrying values of certain asset groups were in excess of the fair values, and we allocated the impairment charges to the long-lived assets within the asset group. During the nine months ended September 30, 2025, we recognized $6 million and $2 million of impairment charges related to property and equipment and operating lease ROU assets, respectively. During the three and nine months ended September 30, 2024, we recognized $21 million and $5 million of impairment charges related to property and equipment and operating lease ROU assets, respectively. The impairment charges were recognized in asset impairments on our condensed consolidated statements of income (loss) within our owned and leased segment.

For additional information about acquisition and disposition activity impacting property and equipment, see Note 7.

6. RECEIVABLES

Receivables

At September 30, 2025 and December 31, 2024, we had $930 million and $1,121 million, respectively, of net receivables recorded on our condensed consolidated balance sheets.

The following table summarizes the activity in our receivables allowance for credit losses:


	2025		2024
Allowance at January 1	$	62	$	50

Provisions (reversals), net	9		3
Write-offs	(3)		(4)





Allowance at June 30	$	68	$	49
Provisions (reversals), net	4		5
Write-offs	(1)		(1)
Allowance at September 30	$	71	$	53

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Financing Receivables


	September 30, 2025		December 31, 2024
Secured financing to hotel owners	$	162	$	150
Unsecured financing to hotel owners and unconsolidated hospitality ventures (1)	344		295
Total financing receivables	$	506	$	445
Less: current portion of financing receivables included in receivables, net	(10)		(41)
Less: allowance for credit losses (2)	(37)		(36)
Total long-term financing receivables, net of allowances	$	459	$	368
(1) Includes a $38 million and $35 million loan, net of a $12 million and $15 million unamortized discount, at September 30, 2025 and December 31, 2024, respectively, related to seller financing issued in conjunction with the sale of an undeveloped land parcel (see Note 7). Accretion of the discount was recognized in interest income within other income (loss), net on our condensed consolidated statements of income (loss) (see Note 19) and was based on an imputed interest rate of approximately 9.5%.
(2) At both September 30, 2025 and December 31, 2024, there was no allowance for credit losses recorded for secured financing to hotel owners.

Allowance for Credit Losses—The following table summarizes the activity in our unsecured financing receivables allowance for credit losses:


	2025		2024
Allowance at January 1	$	36	$	42
Provisions (reversals), net	6		—






Foreign currency exchange, net	1		(1)
Write-offs	—		(3)


Allowance at June 30	$	43	$	38




Write-offs	(5)		—
Provisions (reversals), net	(1)		1
Allowance at September 30	$	37	$	39

Credit Monitoring—Our unsecured financing receivables were as follows:


	September 30, 2025
	Gross loan balance (principal and interest)		Related allowance		Net financing receivables		Gross receivables on nonaccrual status



Loans	$	254	$	(33)	$	221	$	21


Other financing arrangements	90		(4)		86		—
Total unsecured financing receivables	$	344	$	(37)	$	307	$	21


	December 31, 2024
	Gross loan balance (principal and interest)		Related allowance		Net financing receivables		Gross receivables on nonaccrual status





Loans	$	259	$	(33)	$	226	$	20
Other financing arrangements	36		(3)		33		—
Total unsecured financing receivables	$	295	$	(36)	$	259	$	20

Fair Value—We estimated the fair value of financing receivables to be approximately $502 million and $440 million at September 30, 2025 and December 31, 2024, respectively. The fair values, which are classified as Level Three in the fair value hierarchy, were estimated using discounted future cash flow models. The principal inputs used are projected future cash flows and the discount rate, which is generally the effective interest rate of the loan.

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7. ACQUISITIONS AND DISPOSITIONS

Acquisitions

Playa Hotels—During the nine months ended September 30, 2025, we completed a tender offer process to purchase all of the issued and outstanding ordinary shares of Playa Hotels at a cash price of $13.50 per share (the "Offer Consideration" and such acquisition, the "Playa Hotels Acquisition"). Immediately prior to the acquisition date, we held 9.9% of Playa Hotels' outstanding shares (see Note 4). On June 11, 2025, the acquisition date, we paid cash of $1,497 million, obtained control over a majority of the outstanding shares, and repaid Playa Hotels' existing term loan for approximately $1,078 million, inclusive of $3 million of accrued interest (see Note 10). All remaining shares were acquired from June 12, 2025 to June 17, 2025. The impact of the noncontrolling interest during the intervening period was insignificant. On June 17, 2025, we completed the Playa Hotels Acquisition, which was financed through proceeds from debt (see Note 10). We accounted for the transaction as a business combination.

Upon acquisition, each unvested restricted share and restricted stock unit award held by non-executive directors of Playa Hotels and certain terminating employees (collectively, the "Terminating Employees") became fully vested and was automatically converted into the right to receive cash, equal to the Offer Consideration multiplied by the total number of unvested ordinary shares as of immediately prior to the closing of the Playa Hotels Acquisition. Vesting for awards eligible to vest based on performance goals was determined based on relevant provisions in underlying award agreements, with such vesting occurring either (i) as though the greater of target performance or actual performance had been achieved or (ii) as though target performance had been achieved, except that, all such awards granted during 2024 vested at the applicable maximum performance level. We paid $50 million to Terminating Employees and recorded a $3 million liability for amounts to be paid at a future date in accrued compensation and benefits on our condensed consolidated balance sheet. Of this amount, $25 million was attributable to pre-combination vesting and was therefore included in the purchase consideration. The remaining $28 million is attributable to post-combination vesting and was recognized in transaction and integration costs on our condensed consolidated statements of income (loss) during the nine months ended September 30, 2025.

Additionally, we assumed outstanding unvested restricted shares and restricted stock unit awards (the "Continuing Awards") that were previously granted to continuing employees under the Playa Hotels N.V. 2017 Omnibus Incentive Plan (the "Playa Hotels Plan") and converted each award into time-vested restricted stock units ("RSUs") (see Note 15). The fair value of these replacement awards, which was estimated based on the closing stock price of our Class A common stock on the acquisition date, was $17 million, of which $3 million was attributable to pre-combination vesting and was therefore included in the purchase consideration. The remaining $14 million was attributable to post-combination vesting and will be recognized as compensation expense on a straight-line basis over the requisite service period on our condensed consolidated statements of income (loss) (see Note 15).

Total purchase consideration was determined as follows:


Ordinary shares outstanding	123,013,382
Less: Hyatt's previously-held ordinary shares	(12,143,621)
Total number of ordinary shares acquired	110,869,761
Offer Consideration per share	$	13.50
Cash paid to shareholders (1)	$	1,497
Fair value of share-based payment awards to Terminating Employees	25
Fair value of Continuing Awards	3
Settlement of preexisting relationship (2)	8
Total purchase consideration	$	1,533
(1) Includes $7 million paid to shareholders during the three months ended September 30, 2025. (2) Represents the effective settlement of existing receivables and key money assets related to Playa Hotels, which was determined based on the respective carrying values at the acquisition date.

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The acquisition primarily consisted of 15 all-inclusive resorts across Mexico, the Dominican Republic, and Jamaica. On June 29, 2025, we entered into a definitive agreement with an unrelated third party to sell the entirety of the owned real estate portfolio of Playa Hotels (the "Playa Hotels Portfolio") for $2,000 million, inclusive of a $200 million preferred equity investment in the third-party entity that will own the properties, and up to an additional $143 million of contingent consideration, if certain operating thresholds are met. Upon sale of the Playa Hotels Portfolio, we will enter into long-term management agreements with the prospective buyer for 13 of the 15 properties. One of the two properties that was not going to be sold subject to a long-term management agreement was sold to a separate unrelated third party during the three months ended September 30, 2025. As a result of the sale, the purchase price for the 14 remaining properties in the Playa Hotels Portfolio will be reduced dollar for dollar by the gross purchase price of the sale. As described below, at the Playa Hotels Acquisition date and September 30, 2025, the assets and liabilities associated with the Playa Hotels Portfolio were classified as held for sale on our condensed consolidated balance sheet.

Our condensed consolidated balance sheet at September 30, 2025 reflects preliminary estimates of the fair value of the assets acquired and liabilities assumed based on available information as of the acquisition date. Assets and liabilities held for sale were recorded at their estimated fair values less costs to sell.

The fair value of the acquired property and equipment that was classified as held for sale was estimated using a market approach and market participant assumptions, which incorporated the following:

•The agreed-upon sales price of the Playa Hotels Portfolio, less amounts for committed capital expenditures to be incurred prior to the sale.

•The fair value of the preferred equity investment and contingent consideration, both of which were estimated using a Monte Carlo simulation to model the probability of possible outcomes. The valuation methodology included assumptions and judgments regarding discount rates, volatility, timing of expected cash flows, estimated probability of achieving the contractual objectives, and hotel operating results, which are primarily Level Three assumptions.

•The fair value of agreed-upon tax indemnifications, which were estimated using a probability-based weighting approach to determine the likelihood of payment of the potential tax liabilities. The valuation methodology included assumptions and judgments regarding probability weighting, outcomes of tax assessments, and expected timing of cash flows, which are primarily Level Three assumptions.

We recorded an assumed liability within accrued expenses and other current liabilities related to tax liabilities triggered by the acquisition. The liability was estimated using the cumulative-probability approach to determine the expected payment amount. The valuation methodology included assumptions and judgments regarding the cumulative probabilities, which are primarily Level Three assumptions.

The remaining assets and liabilities were recorded at their carrying values, which approximated their fair values. During the three months ended September 30, 2025, the fair values and classification of certain assets acquired and liabilities assumed were revised, which resulted in insignificant measurement period adjustments. We will continue to evaluate the underlying inputs and assumptions used in our valuation of assets acquired and liabilities assumed. Accordingly, these estimates, along with any related tax impacts, are subject to change during the measurement period, which is up to one year from the date of acquisition.

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The following table summarizes the preliminary fair value of the identifiable net assets acquired at the acquisition date:


Purchase consideration	$	1,533
Fair value of Hyatt's previously-held ordinary shares	164
Total to be allocated	$	1,697

Cash and cash equivalents	$	195
Receivables	7
Prepaids and other assets	3
Prepaid income taxes	1
Current assets held for sale	141
Property and equipment	6
Operating lease right-of-use assets	6
Goodwill (1)	963
Deferred tax assets	2
Other assets	1
Long-term assets held for sale	1,761
Total assets acquired	$	3,086

Accounts payable	$	34
Accrued expenses and other current liabilities	112
Accrued compensation and benefits	8
Current operating lease liabilities	1
Current liabilities held for sale	118
Debt	1,075

Long-term operating lease liabilities	5
Other long-term liabilities	1
Long-term liabilities held for sale	35
Total liabilities assumed	$	1,389
Total net assets acquired attributable to Hyatt Hotels Corporation	$	1,697
(1) The goodwill is attributable to securing the ability for us to manage certain properties in the Playa Hotels Portfolio over the long term as well as growth opportunities we expect to realize by introducing the properties to our all-inclusive platform offerings, including our distribution and destination management services and the Unlimited Vacation Club business that we manage. During the three months ended September 30, 2025, we completed the assignment of goodwill to our reporting units (see Note 8). The goodwill, of which $855 million was recorded on our management and franchising segment and $108 million was recorded on our distribution segment, is not tax deductible.

Following the acquisition date, the operating results of Playa Hotels were recognized in our condensed consolidated statements of income (loss) as follows:


	Three Months Ended September 30, 2025		Period from the Acquisition Date through September 30, 2025
Total revenues	$	161	$	208
Net income (loss) attributable to Hyatt Hotels Corporation (1)	11		(25)
(1) Includes $10 million and $55 million of non-recurring transaction costs that were incurred and recognized by Playa Hotels during the three months ended September 30, 2025 and the period from the acquisition date through September 30, 2025, respectively.

During the three and nine months ended September 30, 2025, we recognized $11 million and $90 million, respectively, of transaction costs, including the costs incurred and recognized by Playa Hotels described above, in transaction and integration costs on our condensed consolidated statements of income (loss). The costs primarily

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related to legal and financial advisory fees, severance payments to Terminating Employees, and payments made to settle unvested awards of Terminating Employees.

Unaudited Pro Forma Combined Financial Information

The following table presents the unaudited pro forma combined results of Hyatt and Playa Hotels as if the Playa Hotels Acquisition had occurred on January 1, 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Total revenues	$	1,786	$	1,798	$	5,727	$	5,707
Net income (loss) attributable to Hyatt Hotels Corporation	(39)		449		57		1,281

The unaudited pro forma combined financial information was based on the historical financial information of Hyatt and Playa Hotels, excluding Playa Hotels properties sold prior to the acquisition, and includes adjustments for the following factually supportable transactions, directly attributable to the acquisition:

•Elimination of historical related-party transactions between Hyatt and Playa Hotels that would be considered intercompany transactions;

•Incremental interest expense associated with the DDTL Facility, 2028 Notes, and 2032 Notes, each as defined in Note 10, that were used to finance the acquisition, repay certain indebtedness of Playa Hotels and its subsidiaries in connection with the acquisition, and pay related fees and expenses as well as the removal of Playa Hotels' historical interest expense;

•Recognition of stock-based compensation expense related to Assumed Awards, as defined in Note 15, issued to continuing employees;

•Recognition of $90 million of non-recurring transaction costs related to the acquisition as of the beginning of the earliest period presented;

•Recognition of expected transaction and integration costs directly attributable to the acquisition, including contractual severance payments to certain Terminating Employees and retention payments to certain continuing employees;

•Recognition of a non-recurring realized gain related to our previously-held ordinary shares in Playa Hotels (see Note 4) as of the beginning of the earliest period presented, and removal of the unrealized gains and losses historically recognized by Hyatt; and

•Tax effects of the acquisition as if Playa Hotels had been part of the combined company since January 1, 2024.

The unaudited pro forma combined financial information does not necessarily reflect what the combined company's financial condition or results of operations would have been had the transaction and the related financing occurred on January 1, 2024. The unaudited pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company following the acquisition. In addition, the unaudited pro forma combined financial information does not give effect to any cost savings, operating synergies or revenue synergies that may result from the transaction, including the impact of the planned disposition of the Playa Hotels Portfolio, or the costs to achieve any synergies.

Bahia Principe—During the year ended December 31, 2024, we completed the Bahia Principe Transaction (see Note 4) for €419 million of base consideration, including €60 million of deferred consideration payable at future dates. The consideration was subject to customary adjustments related to working capital, cash, and indebtedness, and we may pay additional variable contingent consideration through 2034 primarily related to the achievement of certain milestones for the development of additional hotels to be managed by the joint venture. The contingent consideration is payable at each hotel opening and is based on a multiple of stabilized base and incentive management fee revenues, and therefore, we are unable to reasonably estimate our maximum potential future consideration.

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We closed on the transaction on December 27, 2024, paid cash of €359 million (approximately $374 million), and accounted for the transaction as a business combination as we are the primary beneficiary of the VIE (see Note 4). Upon acquisition, we recorded a $58 million deferred consideration liability at fair value, of which $20 million was recorded in accrued expenses and other current liabilities and $38 million was recorded in other long-term liabilities on our condensed consolidated balance sheet. The fair value was estimated using a discounted future cash flow model and included assumptions and judgments regarding the discount rate, which is primarily a Level Three assumption. We also recorded a $33 million contingent consideration liability at fair value in other long-term liabilities on our condensed consolidated balance sheet. The fair value was estimated using a discounted future cash flow model and included assumptions and judgments regarding the discount rate, estimated probability of achieving the hotel development milestones, and expected amount and timing of payments, which are primarily Level Three assumptions. Total purchase consideration was determined as follows:


Cash paid, net of cash acquired	$	372
Cash acquired	2
Fair value of deferred consideration	58
Fair value of contingent consideration	33

Total purchase consideration	$	465

The acquisition included management and hotel services agreements for operating hotels and the Bahia Principe trade name and contemplated the future management of undeveloped Bahia Principe Hotels & Resorts-branded properties. In addition, the acquisition included expected synergies from the integration and future expansion of our destination management services and our management of and licensing of the Bahia Principe brand to the Unlimited Vacation Club business at Bahia Principe Hotels & Resorts-branded properties through separate contractual agreements. Following the acquisition date, fee revenues and operating expenses of Bahia Principe were recognized on our condensed consolidated statements of income (loss).

Our condensed consolidated balance sheets at both September 30, 2025 and December 31, 2024 reflect preliminary estimates of the fair value of the assets acquired, liabilities assumed, and the noncontrolling interest in the entity based on available information as of the acquisition date. The fair values of intangible assets acquired were estimated using either discounted future cash flow models or the relief from royalty method, both of which included revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three assumptions. The fair value of the noncontrolling interest related to the equity interests in the VIE held by our venture partner was estimated based on 50% of the enterprise value of the entity. The remaining assets and liabilities were recorded at their carrying values, which approximated their fair values.

During 2025, the fair values of certain assets acquired and liabilities assumed as well as the noncontrolling interest in the entity were revised. The measurement period adjustments primarily resulted from further evaluation of the contracts entered into upon acquisition and included the recognition of additional intangibles that were separately identifiable from goodwill as well as the related tax impacts that existed at the acquisition date. Measurement period adjustments recorded on our condensed consolidated balance sheet at September 30, 2025 included a $183 million increase in intangibles, net, a $47 million increase in other long-term liabilities, and a $5 million increase in the noncontrolling interest, all of which resulted in a corresponding $131 million decrease in goodwill. During the nine months ended September 30, 2025, we recognized insignificant amortization expense on our condensed consolidated statements of income (loss) that would have been recognized during the year ended December 31, 2024 if the measurement period adjustments would have been made as of the acquisition date.

We will finalize the fair values of the assets acquired and liabilities assumed in the fourth quarter of 2025. We will continue to evaluate the contracts acquired and the underlying inputs and assumptions used in our valuation of assets acquired, liabilities assumed, and the noncontrolling interest in the entity. Accordingly, these estimates, along with any related tax impacts, are subject to change during the measurement period, which is up to one year from the date of acquisition.

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The following table summarizes the preliminary fair value of the acquired VIE (see Note 4) and other separately identifiable net assets acquired at the acquisition date:


Cash and cash equivalents	$	2
Receivables (1)	15

Operating lease right-of-use assets	1
Goodwill (2)	205
Indefinite-lived intangibles (3)	84
Management and hotel services agreement intangibles (4)	616


Other assets (5)	50
Total assets acquired	$	973

Accounts payable (1)	$	15
Accrued expenses and other current liabilities	1
Long-term operating lease liabilities	1

Other long-term liabilities (6)	209
Total liabilities assumed	$	226

Noncontrolling interest	$	282
Total net assets acquired attributable to Hyatt Hotels Corporation	$	465

(1) Relates to value added taxes. We recorded an offsetting payable as amounts to be received were due to a third party.

(2) The goodwill is attributable to the growth opportunities we expect to realize by expanding our all-inclusive resort offerings. During the three months ended September 30, 2025, we completed the assignment of goodwill to our reporting units (see Note 8). The goodwill, which is not tax deductible, was recorded on our management and franchising segment.

(3) Relates to the Bahia Principe brand name.

(4) Amortized over useful lives of approximately 25 to 31 years, with a weighted-average useful life of approximately 28 years.

(5) Represents an indemnification asset that we expect to collect under contractual agreements for pre-acquisition tax liabilities as discussed below (see Note 9).

(6) Includes $50 million of pre-acquisition tax liabilities, including interest, related to certain foreign filing positions (see Note 11), which are fully indemnified as described above.

Standard International—During the year ended December 31, 2024, we acquired 100% of the issued and outstanding equity interests of certain entities collectively doing business as Standard International for $150 million of base consideration, subject to customary adjustments related to working capital, cash, and indebtedness, and up to an additional $185 million of contingent consideration to be paid upon the achievement of certain milestones related to the development of additional hotels and/or potential new hotels identified by the sellers through 2028.

We closed on the transaction on October 1, 2024 and paid $151 million of cash. Upon acquisition, we recorded a $108 million contingent consideration liability at fair value in other long-term liabilities on our condensed consolidated balance sheet. The fair value was estimated using a Monte Carlo simulation to model the likelihood of achieving the agreed-upon milestones based on available information as of the acquisition date. The valuation methodology included assumptions and judgments regarding the discount rate, estimated probability of achieving the milestones, and expected timing of payments, which are primarily Level Three assumptions. Total purchase consideration was determined as follows:


Cash paid, net of cash acquired	$	148
Cash acquired	3
Fair value of contingent consideration	108
Total purchase consideration	$	259

The acquisition included management, franchise, and license agreements for both operating and additional hotels that are expected to open in the future and the affiliated trade names. Following the acquisition date, fee revenues and operating expenses of Standard International were recognized on our condensed consolidated statements of income (loss).

Our condensed consolidated balance sheet at December 31, 2024 reflected estimates of the fair value of the assets acquired and liabilities assumed based on available information as of the acquisition date. The fair values of intangible assets acquired were estimated using either discounted future cash flow models or the relief from royalty

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method, both of which included revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three assumptions. The fair values of performance guarantee liabilities assumed were estimated using Monte Carlo simulations to model the probability of possible outcomes (see Note 13). The valuation methodology included assumptions and judgments regarding discount rates, volatility, and hotel operating results, which are primarily Level Three assumptions. The remaining assets and liabilities were recorded at their carrying values, which approximated their fair values.

We finalized the fair values of the assets acquired and liabilities assumed in the third quarter of 2025. Measurement period adjustments recorded on our condensed consolidated balance sheet at September 30, 2025 included a $41 million decrease in intangibles, net, a $2 million increase in long-term contract liabilities, and a $1 million decrease in other long-term liabilities, all of which resulted in a corresponding $42 million increase in goodwill. The measurement period adjustments primarily resulted from the refinement of certain assumptions, including contract terms, renewal periods, and useful lives, which affected the underlying cash flows in the valuation, and were based on facts and circumstances that existed at the acquisition date. During the nine months ended September 30, 2025, we recognized insignificant income on our condensed consolidated statements of income (loss) that would have been recognized during both the six months ended June 30, 2025 and the year ended December 31, 2024 if the measurement period adjustments would have been made as of the acquisition date.

The following table summarizes the fair value of the identifiable net assets acquired at the acquisition date:


Cash and cash equivalents	$	3
Receivables	4
Operating lease right-of-use assets	6
Goodwill (1)	128
Indefinite-lived intangibles (2)	88
Management and franchise agreement intangibles (3)	51
Total assets acquired	$	280


Accounts payable	$	1
Accrued expenses and other current liabilities	1
Accrued compensation and benefits	3
Current operating lease liabilities	1
Long-term contract liabilities	2
Long-term operating lease liabilities	5
Other long-term liabilities	8
Total liabilities assumed	$	21
Total net assets acquired attributable to Hyatt Hotels Corporation	$	259

(1) The goodwill, which is primarily tax deductible and was recorded on our management and franchising segment, is attributable to the growth opportunities we expect to realize by enhancing our lifestyle portfolio and offering immersive brand experiences.

(2) Relates to The Standard, Bunkhouse Hotels, The Manner, and The StandardX brand names.

(3) Amortized over useful lives of approximately 5 to 24 years, with a weighted-average useful life of approximately 17 years.

Me and All Hotels—During the nine months ended September 30, 2024, we acquired the Me and All Hotels brand name from an unrelated third party for approximately $28 million, inclusive of closing costs. Upon completion of the asset acquisition, we recorded an indefinite-lived brand intangible within intangibles, net on our condensed consolidated balance sheet (see Note 8).

Dispositions

Property in Playa del Carmen, Mexico—During the three months ended September 30, 2025, we sold one of the properties in the Playa Hotels Portfolio to an unrelated third party for $22 million, net of closing costs and proration adjustments, and accounted for the transaction as an asset disposition. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

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Hyatt Regency Orlando—During the three months ended September 30, 2024, we sold Hyatt Regency Orlando and an adjacent undeveloped land parcel to an unrelated third party. We received $723 million of cash consideration, net of cash disposed, closing costs, and proration adjustments, and accounted for the transaction as an asset disposition.

In conjunction with the sale, we received a $265 million preferred equity investment in the parent of the third-party entity that owns the property. Upon sale, we estimated the fair value of our preferred equity investment, which is redeemable at our option on various dates starting in 2030, to be approximately $188 million and recorded a HTM debt security within other assets on our condensed consolidated balance sheet (see Note 4). The fair value was estimated using a probability-based discounted future cash flow model and included assumptions and judgments regarding the probability weighting, discount rates, and expected timing of payments, which are primarily Level Three assumptions.

Additionally, we provided $50 million of seller financing with an initial maturity date of five years for the adjacent undeveloped land parcel. Upon sale, we estimated the fair value of the seller financing to be approximately $34 million and recorded an unsecured financing receivable on our condensed consolidated balance sheet (see Note 6). The fair value was estimated using a discounted future cash flow model and included assumptions and judgments regarding the discount rate and expected timing of payments, which are primarily Level Three assumptions.

Upon sale, we entered into a long-term management agreement for the property and a development agreement for the adjacent undeveloped land parcel. The sale resulted in a $514 million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our consolidated statements of income (loss) during the three months ended September 30, 2024. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

During the nine months ended September 30, 2025, we paid $9 million to the buyer for proration adjustments. The liability was recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheet at December 31, 2024.

Park Hyatt Zurich—During the nine months ended September 30, 2024, we sold Park Hyatt Zurich to an unrelated third party and accounted for the transaction as an asset disposition. We received proceeds of CHF 220 million (approximately $244 million), net of closing costs and proration adjustments, and issued a CHF 41 million (approximately $45 million) secured financing receivable with an initial maturity date of five years (see Note 6). Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $257 million pre-tax gain, including the reclassification of $6 million of currency translation gains from accumulated other comprehensive loss (see Note 14), which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income (loss) during the nine months ended September 30, 2024. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

Hyatt Regency San Antonio Riverwalk—During the nine months ended September 30, 2024, we sold Hyatt Regency San Antonio Riverwalk to an unrelated third party for $226 million, net of closing costs and proration adjustments, and accounted for the transaction as an asset disposition. Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $100 million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income (loss) during the nine months ended September 30, 2024. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

Hyatt Regency Green Bay—During the nine months ended September 30, 2024, we sold Hyatt Regency Green Bay to an unrelated third party for $3 million, net of closing costs and proration adjustments, and accounted for the transaction as an asset disposition. Upon sale, we entered into a long-term franchise agreement for the property. The sale resulted in a $4 million pre-tax loss, which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income (loss) during the nine months ended September 30, 2024. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

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Hyatt Regency Aruba Resort Spa and Casino—During the nine months ended September 30, 2024, we sold the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino to an unrelated third party and accounted for the transaction as an asset disposition. We received $173 million of proceeds, net of cash disposed, closing costs, and proration adjustments, and issued a $41 million unsecured financing receivable with an initial maturity date of five years (see Note 6). Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $172 million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income (loss) during the nine months ended September 30, 2024. In connection with the disposition, we recognized a $15 million goodwill impairment charge in asset impairments on our condensed consolidated statements of income (loss) during the nine months ended September 30, 2024. The assets disposed represented the entirety of the reporting unit and therefore, no business operations remained to support the related goodwill, which was therefore impaired. The operating results and financial position of this hotel prior to the sale remain within our owned and leased segment.

Held for Sale

Playa Hotels Portfolio—During the nine months ended September 30, 2025, we entered into a definitive agreement to sell the Playa Hotels Portfolio to an unrelated third party as discussed above. We expect to close on the planned disposition of the 14 remaining properties in the Playa Hotels Portfolio by the end of 2025, subject to regulatory approval in Mexico and other customary closing conditions.

The following table summarizes assets and liabilities held for sale within our owned and leased segment on our condensed consolidated balance sheet at September 30, 2025:


Cash and cash equivalents	$	50
Receivables, net	44
Inventories	17
Prepaids and other assets	21
Prepaid income taxes	6
Current assets held for sale	138
Property and equipment	1,783
Other assets	3
Long-term assets held for sale	1,786
Total assets held for sale	$	1,924

Current maturities of long-term debt (1)	$	1
Accounts payable	15
Accrued expenses and other current liabilities	12
Current contract liabilities	56
Accrued compensation and benefits	18
Current liabilities held for sale	102
Long-term debt (1)	18
Other long-term liabilities	16
Long-term liabilities held for sale	34
Total liabilities held for sale	$	136
(1) Relates to finance lease obligations.

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8. GOODWILL AND INTANGIBLES, NET

Goodwill

During the three months ended September 30, 2025, we implemented organizational changes, and as a result, we reassessed our reporting units and performed interim impairment analyses. We did not recognize any goodwill impairment charges as a result of the analyses. The following table presents the carrying value of goodwill:


	Management and franchising		Owned and leased		Distribution		Overhead		Unallocated (1)		Total
Goodwill at January 1, 2025	$	1,495	$	34	$	675	$	2	$	335	$	2,541
Additions (Note 7)	—		—		—		—		964		964
Measurement period adjustments (Note 7)	42		—		—		—		(132)		(90)
Allocations and other adjustments (1)	1,078		—		108		(2)		(1,184)		—
Foreign currency translation adjustments	16		—		—		—		17		33
Goodwill at September 30, 2025	$	2,631	$	34	$	783	$	—	$	—	$	3,448
(1) During the three months ended September 30, 2025, we completed the allocations of the preliminary goodwill balances attributed to the Playa Hotels Acquisition and Bahia Principe Transaction to our reporting units (see Note 7).

Intangibles


		September 30, 2025
	Weighted- average useful lives in years	Gross carrying value		Accumulated amortization		Net carrying value
Management and hotel services agreement and franchise agreement intangibles	20	$	1,564	$	(356)	$	1,208
Brand and other indefinite-lived intangibles	—	814		—		814
Customer relationships intangibles	10	411		(189)		222
Other intangibles	10	36		(15)		21
Total		$	2,825	$	(560)	$	2,265


	December 31, 2024
	Gross carrying value		Accumulated amortization		Net carrying value
Management and hotel services agreement and franchise agreement intangibles	$	1,368	$	(290)	$	1,078
Brand and other indefinite-lived intangibles	806		—		806
Customer relationships intangibles	410		(153)		257
Other intangibles	35		(9)		26
Total	$	2,619	$	(452)	$	2,167


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024			2025		2024
Amortization expense	$	38	$	31		$	111	$	98

During the three and nine months ended September 30, 2025, we recognized $9 million and $15 million, respectively, of impairment charges, and during the three and nine months ended September 30, 2024, we recognized $9 million and $11 million, respectively, of impairment charges in asset impairments on our condensed consolidated statements of income (loss). The impairment charges were related to management agreement intangibles and were a result of contract terminations within our management and franchising segment.

For additional information about acquisition and disposition activity impacting goodwill and intangibles, see Note 7.

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9. OTHER ASSETS


	September 30, 2025		December 31, 2024
Key money assets	$	1,063	$	994
Marketable securities held to fund the loyalty program (Note 4)	698		608
Marketable securities held to fund rabbi trusts (Note 4)	588		548
Long-term investments (Note 4)	320		325
Marketable securities held for captive insurance company (Note 4)	66		65
Indemnification asset (Note 7)	57		50

Ordinary shares in Playa Hotels (Note 4)	—		154
Other	91		99
Total other assets	$	2,883	$	2,843

10. DEBT

At September 30, 2025 and December 31, 2024, we had $6,014 million and $3,782 million, respectively, of total debt, which included $407 million and $456 million, respectively, recorded in current maturities of long-term debt on our condensed consolidated balance sheets.

Delayed Draw Term Loan Facility—During the nine months ended September 30, 2025, we entered into a credit agreement with a syndicate of lenders for a $1,700 million delayed draw term loan facility (the "DDTL Facility") and borrowed $1,700 million (the "DDTL Loans"). We received approximately $1,694 million of proceeds, net of $6 million of issuance costs, which we used to finance the Playa Hotels Acquisition (see Note 7), repay certain indebtedness of Playa Hotels and its subsidiaries as described below, and pay related fees and expenses. The DDTL Loans mature in 2028 and bear interest, at our option, at a base rate plus a range of 0.000% to 0.425% per annum, depending on our debt ratings, or Term Secured Overnight Financing Rate ("SOFR") plus a range of 0.815% to 1.425% per annum, depending on our debt ratings. Pursuant to the terms of the credit agreement, the occurrence of certain events triggers mandatory prepayment of the DDTL Loans. We will use the proceeds from our planned disposition of the Playa Hotels Portfolio to repay the DDTL Loans upon sale (see Note 7). During the three months ended September 30, 2025, we repaid $22 million of the DDTL Loans using proceeds from the sale of one of the properties in the Playa Hotels Portfolio (see Note 7). At September 30, 2025, we had $1,678 million outstanding under the DDTL Facility.

Senior Notes Issuances—During the nine months ended September 30, 2025, we issued $500 million of 5.050% senior notes due 2028 at an issue price of 99.905% (the "2028 Notes") and $500 million of 5.750% senior notes due 2032 at an issue price of 99.936% (the "2032 Notes"). We received approximately $990 million of net proceeds from the sale, after deducting $10 million of underwriting discounts and other offering expenses. We used the net proceeds from the issuance to fund a portion of the purchase consideration for the Playa Hotels Acquisition (see Note 7). Interest is payable semi-annually on March 30 and September 30 of each year, beginning on September 30, 2025.

During the nine months ended September 30, 2024, we issued $450 million of 5.250% senior notes due 2029 at an issue price of 99.496% and $350 million of 5.500% senior notes due 2034 at an issue price of 98.860%. We received approximately $786 million of net proceeds from the sale, after deducting $14 million of underwriting discounts and other offering expenses. We used the net proceeds from the issuance to repay the outstanding balance on the $750 million of 1.800% senior notes due 2024 (the "2024 Notes"), as described below. Interest is payable semi-annually on June 30 and December 30 of each year.

Senior Notes Repayment—During the nine months ended September 30, 2025, we repaid the outstanding $450 million of 5.375% senior notes due 2025 (the "2025 Notes") at maturity for approximately $460 million, inclusive of $10 million of accrued interest. During the three months ended September 30, 2024, we repaid the 2024 Notes, of which there was $746 million outstanding, at maturity for approximately $753 million, inclusive of $7 million of accrued interest.

Playa Hotels Term Loan Repayment—During the nine months ended September 30, 2025, in conjunction with the Playa Hotels Acquisition, we repaid the outstanding balance of an assumed term loan for approximately $1,078 million, inclusive of $3 million of accrued interest, on the acquisition date (see Note 7).

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Variable Rate Mortgage Loan—During the year ended December 31, 2024, we assumed a €50 million secured mortgage loan through a facility agreement with Banco Bilbao Vizcaya Argentaria, S.A. ("BBVA") in conjunction with the acquisition of three Alua hotels. The variable rate loan, which had approximately $59 million and $52 million outstanding at September 30, 2025 and December 31, 2024, respectively, matures in 2031. Additionally, we assumed €38 million of interest rate swaps with BBVA that expire in 2029 and reduce our exposure to fluctuations in the Euro Interbank Offered Rate. The interest rate swaps are remeasured at fair value on a recurring basis and are classified as Level Two in the fair value hierarchy. The fair values of the interest rate swaps were estimated using an income approach based on the terms of the interest rate swap contracts and inputs corroborated by observable market data including interest rates and yield curves. At both September 30, 2025 and December 31, 2024, the fair values of the interest rate swaps were insignificant.

Variable Rate Term Loan—During the nine months ended September 30, 2024, we entered into a credit agreement with Bank of America to correspond with the total amount of the secured financing receivable we issued to the buyer in conjunction with the sale of Park Hyatt Zurich (see Note 7) for a CHF 41 million variable rate term loan, which matures in 2029. At September 30, 2025 and December 31, 2024, we had approximately $51 million and $45 million, respectively, outstanding.

Revolving Credit Facility—During both the nine months ended September 30, 2025 and September 30, 2024, we had no borrowings or repayments on our revolving credit facility. At both September 30, 2025 and December 31, 2024, we had no balance outstanding. At September 30, 2025, we had $1,497 million of borrowing capacity available under our revolving credit facility, net of letters of credit outstanding.

Fair Value—We estimated the fair value of debt, which consists of the senior unsecured notes below (collectively, the "Senior Notes") and other long-term debt, excluding finance leases.

•$400 million of 4.850% senior notes due 2026

•$600 million of 5.750% senior notes due 2027

•$400 million of 4.375% senior notes due 2028

•$500 million of 5.050% senior notes due 2028

•$600 million of 5.250% senior notes due 2029

•$450 million of 5.750% senior notes due 2030

•$450 million of 5.375% senior notes due 2031

•$500 million of 5.750% senior notes due 2032

•$350 million of 5.500% senior notes due 2034

Our Senior Notes 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 on the lack of available market data, we have classified our other debt instruments, DDTL Facility, and revolving credit facility, if applicable, as Level Three in the fair value hierarchy. The primary sensitivity in these models is based on the selection of appropriate discount rates. Fluctuations in our assumptions will result in different estimates of fair value.


	September 30, 2025
	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)	$	6,047	$	6,178	$	—	$	4,335	$	1,843

(1) Excludes $22 million of finance lease obligations, of which $1 million and $18 million were assumed as part of the Playa Hotels Acquisition and classified as current liabilities held for sale and long-term liabilities held for sale, respectively (see Note 7), and $36 million of unamortized discounts and deferred financing fees.

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	December 31, 2024
	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)	$	3,805	$	3,813	$	—	$	3,695	$	118

(2) Includes the 2025 Notes and excludes $4 million of finance lease obligations and $27 million of unamortized discounts and deferred financing fees.

11. OTHER LONG-TERM LIABILITIES


	September 30, 2025		December 31, 2024
Deferred compensation plans funded by rabbi trusts (Note 4 and Note 9)	$	588	$	548
Income taxes payable	540		464
Deferred income taxes (Note 12)	238		171
Contingent consideration liabilities (Note 13)	202		214
Guarantee liabilities (Note 13)	184		229
Self-insurance liabilities (Note 13)	86		83

Deferred consideration liability (Note 7) (1)	44		38
Other	81		63
Total other long-term liabilities	$	1,963	$	1,810
(1) Relates to the Bahia Principe Transaction. The remaining balance of the deferred consideration liability was recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets. The total deferred consideration liability was net of a $3 million and $4 million unamortized discount at September 30, 2025 and December 31, 2024, respectively. Accretion of the discount was recognized in interest expense on our condensed consolidated statements of income (loss) and was based on an imputed interest rate of approximately 4.8%.

12. TAXES


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024			2025		2024
Provision for income taxes	$	33	$	137		$	103	$	259

Provision for income taxes decreased during the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily driven by the sale of Hyatt Regency Orlando and an adjacent undeveloped land parcel in 2024. Provision for income taxes decreased during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, primarily driven by the aforementioned gain on sale and the earnings impact from the sales of Hyatt Regency Aruba Resort Spa and Casino, Park Hyatt Zurich, and Hyatt Regency San Antonio Riverwalk as well as the UVC Transaction in 2024.

On July 4, 2025, U.S. legislation was enacted that modifies key business tax provisions beginning as early as tax years ending after December 31, 2024, with certain provisions effective for tax years ending after December 31, 2025. We do not expect the legislation to have a material impact on our consolidated financial statements for the year ending December 31, 2025. We are continuing to assess the impact of the legislation on future periods.

We are subject to audits by federal, state, and foreign tax authorities. U.S. tax years 2018 through 2020 are currently under field exam. U.S. tax years 2009 through 2011 have been subject to a U.S. Tax Court case concerning the tax treatment of the loyalty program in which the Internal Revenue Service is asserting that loyalty program contributions are taxable income to the Company. U.S. tax years 2012 through 2017 are pending the outcome of the U.S. Tax Court.

The Tax Court issued an opinion on October 2, 2023 related to the aforementioned case and determined that the Company must recognize approximately $12 million in net taxable income for the tax years 2009 through 2011, but that the Company need not recognize approximately $228 million in net taxable income related to tax years that preceded 2009. The Tax Court entered its decision on September 13, 2024. The Company filed a Notice of Appeal to the U.S. Court of Appeals on December 9, 2024. The Company presented oral arguments before the Seventh Circuit Court of Appeals on September 16, 2025 challenging the rulings in the Tax Court's decision that were not held in the Company's favor. The timing of the appellate court's decision remains uncertain. If the Tax Court's opinion is upheld on appeal, the estimated income tax payment due for the subsequent years 2012 through 2025

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would be $329 million, including $57 million of estimated interest, net of federal benefit. We believe we have an adequate uncertain tax liability recorded for this matter and believe that the ultimate outcome of this matter will not have a material effect on our consolidated financial position, results of operations, or liquidity.

At September 30, 2025 and December 31, 2024, total unrecognized tax benefits recorded on our condensed consolidated balance sheets were $499 million and $366 million, respectively, of which $240 million and $137 million, respectively, would impact the effective tax rate, if recognized. The increase is primarily driven by the Playa Hotels Acquisition. While it is reasonably possible that the amount of uncertain tax benefits associated with the U.S. treatment of the loyalty program could significantly change within the next 12 months, at this time, we are not able to estimate the range by which the reasonably possible outcomes of the pending litigation could impact our uncertain benefits within the next 12 months.

Through a prior acquisition, we assumed an assessment of additional corporate income tax from the Mexican tax authorities, which was in the process of being appealed, primarily related to disallowed deductions taken on historical tax returns. Our request for appeal to a higher court for one of the tax years was denied on May 15, 2024, and the assessment was finalized. At September 30, 2025 and December 31, 2024, we had $20 million and $18 million, respectively, of tax liabilities recorded in other long-term liabilities on our condensed consolidated balance sheets in connection with this matter. Our filing position for the additional tax years and matters assessed is more likely than not to be sustained. As the tax benefit more likely than not to be realized upon settlement is zero, we had $15 million and $13 million of uncertain tax liabilities recorded at September 30, 2025 and December 31, 2024, respectively, in other long-term liabilities on our condensed consolidated balance sheets.

Further, the Mexican tax authorities disallowed credits taken on historical tax returns and applied value added taxes to certain transactions. We have not recorded a liability associated with the additional value added tax as we do not believe a loss is probable. At September 30, 2025, our maximum exposure is not expected to exceed $14 million.

During the year ended December 31, 2018, we received a notice from the Indian tax authorities assessing additional service tax on our operations in India. We appealed this decision and do not believe a loss is probable, and therefore, we have not recorded a liability in connection with this matter. At September 30, 2025, our maximum exposure is not expected to exceed $21 million, including $15 million of estimated penalties and interest.

13. COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we enter into various commitments, guarantees, surety and other bonds, and letter of credit agreements.

Commitments—At September 30, 2025, we are committed, under certain conditions, to lend, provide certain consideration to, or invest in various business ventures up to $666 million, net of any related letters of credit.

Performance Guarantees and Performance Cure Payments—Certain of our contractual agreements with third-party owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels. Except as described below, at September 30, 2025, our performance guarantees had $148 million of remaining maximum exposure and expire between 2025 and 2042.

Through acquisitions, we acquired certain management and hotel services agreements with performance guarantees based on annual performance levels and with expiration dates between 2027 and 2045. Contract terms within certain of these management and hotel services agreements limit our exposure, and therefore, we are unable to reasonably estimate our maximum potential future payments.

At September 30, 2025 and December 31, 2024, we had $115 million and $113 million, respectively, of total performance guarantee liabilities, which included $101 million and $104 million, respectively, recorded in other long-term liabilities and $14 million and $9 million, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

Additionally, we enter into certain management and hotel services agreements where we have the right, but not an obligation, to make payments to certain third-party owners if their hotels do not achieve specified levels of operating profit. If we choose not to fund the shortfall, the hotel owner has the option to terminate the contract. At September 30, 2025 and December 31, 2024, we had $3 million and no amount, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets related to these performance cure payments.

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Debt Repayment Guarantees—We enter into various debt repayment guarantees, as summarized below, in order to assist third-party owners, franchisees, and unconsolidated hospitality ventures in obtaining third-party financing or to obtain more favorable borrowing terms.


Geographical region	Maximum potential future payments (1)		Maximum exposure net of recoverability from third parties (1), (2)		Other long-term liabilities recorded at September 30, 2025		Other long-term liabilities recorded at December 31, 2024		Year of guarantee expiration (3)
United States (4)	$	77	$	21	$	23	$	51	various, through 2030
All foreign	33		20		8		7		various, through 2028
Total	$	110	$	41	$	31	$	58

(1) Our maximum exposure is generally based on a specified percentage of the total principal due upon borrower default.

(2) We have agreements with our unconsolidated hospitality venture partners or the respective third-party owners or franchisees to recover certain amounts funded under the debt repayment guarantee; the recoverability mechanism may be in the form of cash or HTM debt security.

(3) Certain underlying debt agreements have extension periods which are not reflected in the year of guarantee expiration.

(4) Certain agreements give us the ability to assume control of the property if defined funding thresholds are met or if certain events occur.

At September 30, 2025, we are not aware, nor have we received any notification, that our third-party owners, franchisees, or unconsolidated hospitality ventures are not current on their debt service obligations where we have provided a debt repayment guarantee.

Other Guarantees—We may be obligated to fund up to $145 million related to certain guarantees as a result of the UVC Transaction (see Note 4). At September 30, 2025 and December 31, 2024, we had $52 million and $67 million, respectively, of guarantee liabilities recorded in other long-term liabilities on our condensed consolidated balance sheets associated with these guarantees.

Guarantee Liabilities Fair Value—We estimated the fair value of our guarantees to be approximately $175 million and $213 million at September 30, 2025 and December 31, 2024, respectively. Based on the lack of available market data, we have classified our guarantees as Level Three in the fair value hierarchy.

Contingent Consideration Fair Value—As part of acquisitions, we have entered into various contingent consideration arrangements. At September 30, 2025, we had $355 million of potential future consideration remaining under these arrangements. However, we are unable to reasonably estimate our maximum potential future consideration remaining related to the Bahia Principe Transaction (see Note 7).

At September 30, 2025 and December 31, 2024, we had $202 million and $214 million, respectively, recorded in other long-term liabilities, and no amount and $3 million, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets related to contingent consideration. Our contingent consideration liabilities are remeasured at fair value on a recurring basis and are classified as Level Three in the fair value hierarchy. Changes in fair value were recognized in other income (loss), net on our condensed consolidated statements of income (loss).

The following table summarizes the activity in our contingent consideration liabilities:


	2025		2024
Fair value at January 1	$	217	$	115
Change in fair value (Note 19)	(8)		(11)
Payments	(3)		—
Foreign currency exchange, net (Note 19)	3		—
Fair value at June 30	$	209	$	104
Change in fair value (Note 19)	(6)		(9)

Payments	(1)		—
Fair value at September 30	$	202	$	95

Insurance—We obtain insurance for potential losses from general liability, property, automobile, aviation, environmental, workers' compensation, employment practices, crime, cyber, and other miscellaneous risks. A portion of these risks is retained through a U.S.-based and licensed captive insurance company that is a wholly

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owned subsidiary of Hyatt and generally insures our deductibles and retentions. Reserve requirements are established based on actuarial projections of ultimate losses. Reserves for losses in our captive insurance company to be paid within 12 months were $50 million and $46 million at September 30, 2025 and December 31, 2024, respectively, and were recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets. Reserves for losses in our captive insurance company to be paid in future periods were $86 million and $83 million at September 30, 2025 and December 31, 2024, respectively, and were recorded in other long-term liabilities on our condensed consolidated balance sheets (see Note 11).

Collective Bargaining Agreements—At September 30, 2025, approximately 22% of our U.S.-based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment, and orderly settlement of labor disputes. Certain employees are covered by union-sponsored, multi-employer pension and health plans pursuant to agreements between various unions and us. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe our employee relations are good.

Surety and Other Bonds—Surety and other bonds issued on our behalf were $117 million at September 30, 2025 and primarily relate to our insurance programs, customer deposits associated with ALG Vacations, taxes, licenses, liens, and utilities for our lodging operations.

Letters of Credit—Letters of credit outstanding on our behalf at September 30, 2025 were $109 million, which primarily relate to our ongoing operations, collateral for customer deposits associated with ALG Vacations, collateral for estimated insurance claims, and securitization of our performance under a certain debt repayment guarantee, which is only called on if the borrower defaults on its obligations. Of the letters of credit outstanding, $3 million reduces the available capacity under our revolving credit facility (see Note 10).

Capital Expenditures—As part of our ongoing business operations, expenditures are required to complete renovation projects that have been approved. As part of the planned disposition of the Playa Hotels Portfolio, we are committed to invest in certain renovation projects. At September 30, 2025, our estimated remaining expenditures under this commitment are $32 million through 2025.

Unconditional Purchase Obligation—As part of the Playa Hotels Acquisition, we assumed an arrangement for the future minimum purchase of liquified natural gas to fuel certain equipment at an owned property. Future payments under this noncancellable unconditional purchase will be made through the second quarter of 2036. At September 30, 2025, our estimated remaining obligation was $7 million.

Other—We act as general partner of various partnerships owning hotel properties that are subject to mortgage indebtedness. These mortgage agreements generally limit the lender's recourse to security interests in assets financed and/or other assets of the partnership(s) and/or the general partner(s) thereof.

In conjunction with financing obtained for our unconsolidated hospitality ventures and certain managed or franchised properties, we may provide standard indemnifications to the lender for loss, liability, or damage occurring as a result of our actions or actions of the other unconsolidated hospitality venture partners or the respective third-party owners or franchisees.

As a result of certain dispositions, we have agreed to provide customary indemnifications to third-party purchasers for certain liabilities incurred prior to sale and for breach of certain representations and warranties made during the sales process, such as representations of valid title, authority, and environmental issues that may not be limited by a contractual monetary amount. These indemnification agreements survive until the applicable statutes of limitation expire or until the agreed-upon contract terms expire.

We are subject to various claims and contingencies arising in the normal course of business, which are primarily related to lawsuits and taxes (see Note 12), as well as commitments under contractual obligations. Many of these claims are covered under our current insurance programs, subject to deductibles. We record a liability when the loss is probable and reasonably estimable, and if the loss is recoverable from third parties, we record a receivable when the realization of the claim is probable. Based on information currently available, we do not expect the ultimate resolution of such claims and litigation to have a material effect on our condensed consolidated financial statements.

During the year ended December 31, 2024, the Missouri Court of Appeals issued an opinion affirming a previous verdict awarding damages to a guest at one of our managed hotels, and on May 8, 2025, we reached a settlement with the plaintiff. At December 31, 2024, we recorded an estimated liability in accrued expenses and

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other current liabilities with an offsetting receivable from insurance recorded in receivables, net on our condensed consolidated balance sheet. At September 30, 2025, we have no remaining amounts recorded on our condensed consolidated balance sheet and no remaining exposure related to this matter.

14. EQUITY

Accumulated Other Comprehensive Loss—The components of accumulated other comprehensive loss, net of tax impacts, were as follows:


	Balance at July 1, 2025		Other comprehensive income (loss) before reclassification		Amounts reclassified from accumulated other comprehensive loss		Balance at September 30, 2025
Foreign currency translation adjustments	$	(118)	$	(4)	$	—	$	(122)
AFS debt securities unrealized fair value adjustments (1)	1		3		(1)		3
Pension liabilities adjustments	—		(1)		—		(1)
Derivative instrument adjustments (2)	(17)		—		2		(15)
Accumulated other comprehensive loss	$	(134)	$	(2)	$	1	$	(135)

(1) Amounts reclassified from accumulated other comprehensive loss included realized gains recognized in other income (loss), net on our condensed consolidated statements of income (loss) related to marketable securities held for our captive insurance company and loyalty program (see Note 19).
(2) Amounts reclassified from accumulated other comprehensive loss included realized losses recognized in owned and leased expenses on our condensed consolidated statements of income (loss) related to foreign currency forward contracts and realized losses recognized in interest expense on our condensed consolidated statements of income (loss) related to the settlement of interest rate locks.
	Balance at January 1, 2025		Other comprehensive income (loss) before reclassification		Amounts reclassified from accumulated other comprehensive loss		Balance at September 30, 2025
Foreign currency translation adjustments	$	(251)	$	129	$	—	$	(122)
AFS debt securities unrealized fair value adjustments (3)	2		2		(1)		3
Pension liabilities adjustments	—		(1)		—		(1)
Derivative instrument adjustments (4)	(20)		1		4		(15)
Accumulated other comprehensive loss	$	(269)	$	131	$	3	$	(135)

(3) Amounts reclassified from accumulated other comprehensive loss included realized gains recognized in other income (loss), net on our condensed consolidated statements of income (loss) related to marketable securities held for our captive insurance company and loyalty program (see Note 19).
(4) Amounts reclassified from accumulated other comprehensive loss included realized losses recognized in owned and leased expenses on our condensed consolidated statements of income (loss) related to foreign currency forward contracts and realized losses recognized in interest expense on our condensed consolidated statements of income (loss) related to the settlement of interest rate locks. We expect to reclassify $5 million of losses, net of insignificant tax impacts, related to these interest rate locks over the next 12 months.

	Balance at July 1, 2024		Other comprehensive income (loss) before reclassification		Amounts reclassified from accumulated other comprehensive loss		Balance at September 30, 2024
Foreign currency translation adjustments	$	(209)	$	29	$	—	$	(180)
AFS debt securities unrealized fair value adjustments	—		13		—		13
Pension liabilities adjustments	(2)		—		—		(2)
Derivative instrument adjustments (5)	(22)		—		1		(21)
Accumulated other comprehensive loss	$	(233)	$	42	$	1	$	(190)

(5) Amounts reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense on our condensed consolidated statements of income (loss) related to the settlement of interest rate locks.

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	Balance at January 1, 2024		Other comprehensive income (loss) before reclassification		Amounts reclassified from accumulated other comprehensive loss		Balance at September 30, 2024
Foreign currency translation adjustments (6)	$	(156)	$	(21)	$	(3)	$	(180)
AFS debt securities unrealized fair value adjustments	4		9		—		13
Pension liabilities adjustments (7)	—		—		(2)		(2)
Derivative instrument adjustments (8)	(23)		(1)		3		(21)
Accumulated other comprehensive loss	$	(175)	$	(13)	$	(2)	$	(190)

(6) Amounts reclassified from accumulated other comprehensive loss included realized losses recognized in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income (loss) related to the dilution of our ownership interest in an unconsolidated hospitality venture (see Note 4) and realized gains recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income (loss) related to the sale of Park Hyatt Zurich (see Note 7).
(7) Amounts reclassified from accumulated other comprehensive loss primarily included realized gains recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income (loss) related to the UVC Transaction (see Note 4) and the sale of Park Hyatt Zurich (see Note 7).
(8) Amounts reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense on our condensed consolidated statements of income (loss) related to the settlement of interest rate locks.

Share Repurchases—On December 18, 2019, May 10, 2023, and May 8, 2024, our board of directors authorized repurchases of up to $750 million, $1,055 million, and $1,000 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 or an accelerated share repurchase ("ASR") transaction, at prices we deem appropriate and subject to market conditions, applicable law, and other factors deemed relevant in our sole discretion. The common stock repurchase program applies to our Class A and Class B common stock. The share repurchase program does not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time and does not have an expiration date.


	Nine Months Ended September 30,
	2025		2024
Total number of shares repurchased	1,290,310		7,923,062
Weighted-average price per share	$	139.02	$	148.81
Aggregate purchase price (1)	$	179	$	1,179
(1) Excludes related insignificant expenses.

The shares of Class A common stock repurchased in the open market were retired and returned to the status of authorized and unissued shares, while the shares of Class B common stock repurchased were retired and the total number of authorized Class B shares was reduced by the number of shares returned (see Note 16). At September 30, 2025, we had $792 million remaining under the total share repurchase authorization.

Dividends—The following tables summarize dividends declared to Class A and Class B stockholders of record:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Class A common stock	$	7	$	6	$	19	$	20
Class B common stock	8		9		24		26
Total cash dividends declared	$	15	$	15	$	43	$	46

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Date declared

Dividend per share amount for Class A and Class B

Date of record

Date paid

August 7, 2025

0.15

August 27, 2025

September 10, 2025

May 1, 2025

0.15

May 29, 2025

June 11, 2025

February 13, 2025

0.15

February 28, 2025

March 12, 2025

August 6, 2024

0.15

August 27, 2024

September 10, 2024

May 9, 2024

0.15

May 29, 2024

June 11, 2024

February 14, 2024

0.15

February 28, 2024

March 12, 2024

15. STOCK-BASED COMPENSATION

As part of our Long-Term Incentive Plan (as amended from time to time, "LTIP"), we award time-vested stock appreciation rights ("SARs"), RSUs, and performance-vested restricted stock units ("PSUs") to certain employees and non-employee directors. In addition, non-employee directors may elect to receive their annual fees and/or annual equity retainers in the form of shares of our Class A common stock. Compensation expense and unearned compensation presented below exclude amounts related to employees of our managed hotels and other employees whose payroll is reimbursed, as these expenses have been, and will continue to be, reimbursed by our third-party owners and are recognized in revenues for reimbursed costs and reimbursed costs on our condensed consolidated statements of income (loss). Stock-based compensation expense recognized in general and administrative expenses, owned and leased expenses, distribution expenses, and transaction and integration costs on our condensed consolidated statements of income (loss) related to our awards was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
SARs	$	1	$	1	$	14	$	14
RSUs	8		6		34		28
PSUs	6		2		13		13
Total	$	15	$	9	$	61	$	55

SARs—During the nine months ended September 30, 2025, we granted 311,519 SARs to employees with a weighted-average grant date fair value of $53.17. During the nine months ended September 30, 2024, we granted 223,410 SARs to employees with a weighted-average grant date fair value of $68.77.

RSUs—During the nine months ended September 30, 2025, we granted 568,659 RSUs to employees and non-employee directors with a weighted-average grant date fair value of $125.64. During the nine months ended September 30, 2024, we granted 301,104 RSUs to employees and non-employee directors with a weighted-average grant date fair value of $156.34.

PSUs—During the nine months ended September 30, 2025, we granted 267,389 PSUs to employees with a weighted-average grant date fair value of $144.84. During the nine months ended September 30, 2024, we granted 64,776 PSUs to employees with a weighted-average grant date fair value of $164.99.

Our total unearned compensation for our stock-based compensation programs at September 30, 2025 was $3 million for SARs, $49 million for RSUs, and $23 million for PSUs, which will be recognized in general and administrative expenses, owned and leased expenses, distribution expenses, and transaction and integration costs on our condensed consolidated statements of income (loss) over a weighted-average period of three years with respect to SARs, two years with respect to RSUs, and one year with respect to PSUs.

Playa Hotels Acquisition Continuing Awards—During the nine months ended September 30, 2025, in conjunction with the Playa Hotels Acquisition (see Note 7), we assumed the Continuing Awards that were previously granted to continuing employees under the Playa Hotels Plan and converted each award into RSUs (the "Assumed Awards"). The number of shares issued for the Assumed Awards was based on the number of ordinary shares subject to such Continuing Award immediately prior to the closing of the Playa Hotels Acquisition multiplied by the applicable exchange ratio. Vesting for awards eligible to vest based on performance goals was determined based on relevant provisions in underlying award agreements, with such vesting occurring either (i) as though the greater of target performance or actual performance had been achieved or (ii) as though target performance had been achieved, except that, all such awards granted during 2024 vested at the applicable maximum performance level. The Assumed Awards continue to be governed by the terms of the Playa Hotels Plan and are subject to the same

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vesting and other terms and conditions as were applicable to the corresponding Continuing Awards, except that if the holder of an Assumed Award is terminated without "cause" or terminates employment for "good reason" within 12 to 24 months, as applicable for specified holders, following the closing of the Playa Hotels Acquisition, such holder's Assumed Awards will vest in full, subject to execution of a release.

16. 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:

Legal Services—A partner in a law firm that provided services to us throughout 2025 and 2024 is the brother-in-law of our Executive Chairman. During the three and nine months ended September 30, 2025, we incurred $2 million and $25 million, respectively, of legal fees with this firm. During the three and nine months ended September 30, 2024, we incurred $5 million and $16 million, respectively, of legal fees with this firm. At September 30, 2025 and December 31, 2024, we had $12 million and $2 million, respectively, due to the law firm.

Equity Method Investments—We have equity method investments in entities that own, operate, manage, or franchise properties or other hospitality-related businesses, including the Unlimited Vacation Club paid membership program, for which we receive management, franchise, license, or royalty fees. During the three and nine months ended September 30, 2025, we recognized $23 million and $71 million, respectively, of fee revenues, and during the three and nine months ended September 30, 2024, we recognized $22 million and $61 million, respectively, of fee revenues. In addition, in some cases we provide loans or guarantees to these entities (see Note 4, Note 6, and Note 13). During both the three months ended September 30, 2025 and September 30, 2024 and during both the nine months ended September 30, 2025 and September 30, 2024, we recognized an insignificant amount of income related to these guarantees. At September 30, 2025 and December 31, 2024, we had $152 million and $112 million, respectively, due from these entities, inclusive of $36 million and $67 million, respectively, recorded in receivables, net and $116 million and $45 million, respectively, recorded in financing receivables, net on our condensed consolidated balance sheets. During the three and nine months ended September 30, 2025, we recognized $2 million and $5 million, respectively, of interest income, and during the three and nine months ended September 30, 2024, we recognized $1 million and $3 million, respectively, of interest income related to these receivables. Our ownership interest in these unconsolidated hospitality ventures varies from 20% to 50%.

In addition to the above fees, we provide services related to sales and revenue management, marketing, global care centers (including reservation and customer support), digital and technology, and digital media (collectively, "system-wide services") on behalf of owners of managed and franchised properties and administer the loyalty program for the benefit of Hyatt's portfolio of properties. These expenses have been, and will continue to be, reimbursed by our third-party owners and franchisees and are recognized in revenues for reimbursed costs and reimbursed costs on our condensed consolidated statements of income (loss).

Class B Share Conversion—During the nine months ended September 30, 2025 and September 30, 2024, 383,621 shares and 1,379,064 shares, respectively, of Class B common stock were converted on a share-for-share basis into shares of Class A common stock, $0.01 par value per share. The shares of Class B common stock that were converted into shares of Class A common stock have been retired, thereby reducing the shares of Class B common stock authorized and outstanding.

Class B Share Repurchase—During the nine months ended September 30, 2024, we repurchased 3,629,480 shares of Class B common stock at a weighted-average price of $154.66 per share, for an aggregate purchase price of approximately $561 million. The shares of Class B common stock were repurchased in privately negotiated transactions from a limited liability company owned directly and indirectly by trusts for the benefit of certain Pritzker family members and a private foundation affiliated with certain Pritzker family members, and were retired, thereby reducing the shares of Class B common stock authorized and outstanding by the repurchased share amount.

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17. 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 ("CODM") to assess performance and make decisions regarding the allocation of resources. Our CODM is our President and Chief Executive Officer. We define our operating and reportable segments as follows:

•Management and franchising—This segment derives its earnings primarily from the provision of management, franchising, and hotel services, or the licensing of our intellectual property to, (i) our property portfolio, (ii) our co-branded credit card programs, and (iii) other hospitality-related businesses, including the Unlimited Vacation Club following the UVC Transaction. Intersegment revenues relate to management and franchise fees earned from our owned and leased hotels and commission fees earned from certain ALG Vacations bookings, both of which are eliminated in consolidation. Additionally, we recognize revenues for reimbursed costs in this segment primarily related to payroll at managed properties where we are the employer, as well as costs associated with system-wide services and the loyalty program operated on behalf of owners of managed and franchised properties.

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

•Distribution—This segment derives its earnings from distribution and destination management services offered through ALG Vacations and the boutique and luxury global travel platform offered through Mr & Mrs Smith. Prior to the UVC Transaction, this segment also included earnings from a paid membership program offering benefits exclusively at certain all-inclusive resorts primarily in Latin America and the Caribbean. Adjusted EBITDA includes intercompany commission fee expenses paid to our management and franchising segment, which are eliminated in consolidation.

Within overhead, we include unallocated corporate expenses.

Our CODM evaluates performance based on segment revenues and Adjusted EBITDA. Our CODM uses these measures to evaluate trends and assess segment operating performance as compared to our prior-period and forecasted results as well as our industry and competitors in order to determine how to allocate resources to each segment. Significant segment expenses include Adjusted general and administrative expenses, owned and leased expenses, and distribution expenses. Our CODM does not evaluate our operating segments using discrete asset information.

We define Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation plus net income (loss) attributable to noncontrolling interests and our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA, primarily based on our ownership percentage of each owned and leased venture, adjusted to exclude management and hotel services agreement and franchise agreement assets ("key money assets") amortization and performance cure payments, which constitute payments to customers ("Contra revenue"); revenues for reimbursed costs; reimbursed costs that we intend to recover over the long term; stock-based compensation expense; transaction and integration costs; depreciation and amortization; equity earnings (losses) from unconsolidated hospitality ventures; interest expense; gains (losses) on sales of real estate and other; asset impairments; other income (loss), net; and benefit (provision) for income taxes.

Adjusted general and administrative expenses excludes the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. Adjusted general and administrative expenses assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations, both on a segment and consolidated basis.

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Hyatt Hotels Corp 10-Q