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, 2023~~March 31, 2024


☐			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 27, 2023,~~May 3, 2024, there were ~~44,221,190~~45,179,171 shares of the registrant's Class A common stock, $0.01 par value, outstanding and ~~58,917,749~~56,003,598 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, 2023~~MARCH 31, 2024

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	3630
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6446
Item 4.	Controls and Procedures	6546

	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	6647
Item 1A.	Risk Factors	6647
Item 2.	Unregistered Sales of Equity Securities , and Use of ~~Proceed~~s, ~~and Issuer Purchases of Equity Securitie~~sProceeds	6647
Item 3.	Defaults Upon Senior Securities	6647
Item 4.	Mine Safety Disclosures	6647
Item 5.	Other Information	6747
Item 6.	Exhibits	6849

Signatures		6950

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions of dollars, except per share amounts)

(Unaudited)

Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022
REVENUES:
Owned and leased hotels $ 329 $ 309 $ 984 $ 911
Management, franchise, license, and other fees 250 224 729 582
Contra revenue (12) (9) (34) (27)
Net management, franchise, license, and other fees 238 215 695 555
Distribution and destination management 222 244 823 746
Other revenues 79 68 238 206
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties 754 705 2,267 1,885
Total revenues 1,622 1,541 5,007 4,303
DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
Owned and leased hotels 256 236 753 675
Distribution and destination management 182 186 664 586
Depreciation and amortization 100 96 297 320
Other direct costs 81 73 266 209
Selling, general, and administrative 131 108 434 295
Costs incurred on behalf of managed and franchised properties 764 697 2,302 1,881
Direct and selling, general, and administrative expenses 1,514 1,396 4,716 3,966
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (9) (12) 26 (89)
Equity earnings (losses) from unconsolidated hospitality ventures 7 2 4 (6)
Interest expense (41) (38) (105) (116)
Gains (losses) on sales of real estate and other 18 (1) 18 250
Asset impairments (6) (9) (13) (19)
Other income (loss), net 24 (24) 80 (53)
INCOME BEFORE INCOME TAXES 101 63 301 304
PROVISION FOR INCOME TAXES (33) (35) (107) (143)
NET INCOME 68 28 194 161
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — —
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION $ 68 $ 28 $ 194 $ 161
EARNINGS PER SHARE—Basic
Net income $ 0.65 $ 0.25 $ 1.84 $ 1.46
Net income attributable to Hyatt Hotels Corporation $ 0.65 $ 0.25 $ 1.84 $ 1.46
EARNINGS PER SHARE—Diluted
Net income $ 0.63 $ 0.25 $ 1.80 $ 1.44
Net income attributable to Hyatt Hotels Corporation $ 0.63 $ 0.25 $ 1.80 $ 1.44


	Three Months Ended
	March 31, 2024		March 31, 2023
REVENUES:
Base management fees	$	98	$	91
Incentive management fees	64		57
Franchise and other fees	100		83
Gross fees	262		231
Contra revenue	(13)		(10)
Net fees	249		221
Owned and leased	309		314
Distribution	319		328
Other revenues	35		88
Revenues for reimbursed costs	802		729
Total revenues	1,714		1,680
DIRECT AND GENERAL AND ADMINISTRATIVE EXPENSES:
General and administrative	172		157
Owned and leased	250		240
Distribution	274		258
Other direct costs	45		98
Integration costs	4		4
Depreciation and amortization	92		98
Reimbursed costs	836		749
Total direct and general and administrative expenses	1,673		1,604
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts	24		18
Equity earnings (losses) from unconsolidated hospitality ventures	75		(2)
Interest expense	(38)		(33)
Gains on sales of real estate and other	403		—
Asset impairments	(17)		(2)
Other income (loss), net	53		48
Income before income taxes	541		105
Provision for income taxes	(19)		(47)
Net income	522		58
Net income attributable to noncontrolling interests	—		—
Net income attributable to Hyatt Hotels Corporation	$	522	$	58

EARNINGS PER CLASS A AND CLASS B SHARE:

Net income attributable to Hyatt Hotels Corporation—Basic	$	5.08	$	0.55

Net income attributable to Hyatt Hotels Corporation—Diluted	$	4.93	$	0.53

See accompanying Notes to condensed consolidated financial statements.

Table of Contents

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions of dollars)

(Unaudited)

Three Months Ended Nine Months Ended
September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022
Net income $ 68 $ 28 $ 194 $ 161
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments, net of tax of $1 and $— for the three and nine months ended September 30, 2023, respectively, and $— for the three and nine months ended September 30, 2022 (26) (22) 8 (35)
Derivative instrument adjustments, net of tax of $— and $(1) for the three and nine months ended September 30, 2023, respectively, and $— for the three and nine months ended September 30, 2022 3 2 5 5
Available-for-sale debt securities unrealized fair value adjustments, net of tax of $(2) for the three and nine months ended September 30, 2023 and $— for the three and nine months ended September 30, 2022 5 (5) 5 (15)
Other comprehensive income (loss) (18) (25) 18 (45)
COMPREHENSIVE INCOME 50 3 212 116
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS — — — —
COMPREHENSIVE INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION $ 50 $ 3 $ 212 $ 116


	Three Months Ended
	March 31, 2024		March 31, 2023
Net income	$	522	$	58
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments, net of tax of $4 and $— for the three months ended March 31, 2024 and March 31, 2023, respectively	(18)		15
Derivative instrument adjustments, net of tax of $— for the three months ended March 31, 2024 and March 31, 2023	—		1
Pension liabilities adjustments, net of tax of $— for the three months ended March 31, 2024 and March 31, 2023	(1)		—
Available-for-sale debt securities unrealized fair value adjustments, net of tax of $1 and $— for the three months ended March 31, 2024 and March 31, 2023, respectively	(3)		3
Other comprehensive income (loss)	(22)		19
Comprehensive income	500		77
Comprehensive income attributable to noncontrolling interests	—		—
Comprehensive income attributable to Hyatt Hotels Corporation	$	500	$	77

See accompanying Notes to condensed consolidated financial statements.

Table of Contents

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)


		September 30, 2023		December 31, 2022
	March 31, 2024						March 31, 2024	December 31, 2023
ASSETS	ASSETS
CURRENT ASSETS:	CURRENT ASSETS:
CURRENT ASSETS:
CURRENT ASSETS:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	701	$	991
Restricted cash	Restricted cash	13		39
Short-term investments	Short-term investments	26		158
Receivables, net of allowances of $54 and $63 at September 30, 2023 and December 31, 2022, respectively		762		834
Receivables, net of allowances of $51 and $50 at March 31, 2024 and December 31, 2023, respectively
Inventories	Inventories	10		9
Prepaids and other assets	Prepaids and other assets	183		180
Prepaid income taxes	Prepaid income taxes	56		39

Assets held for sale
Assets held for sale
Assets held for sale
Total current assets	Total current assets	1,751		2,250
Equity method investments	Equity method investments	212		178
Property and equipment, net	Property and equipment, net	2,373		2,384
Financing receivables, net of allowances of $40 and $44 at September 30, 2023 and December 31, 2022, respectively		71		60
Financing receivables, net of allowances of $40 and $42 at March 31, 2024 and December 31, 2023, respectively
Operating lease right-of-use assets	Operating lease right-of-use assets	366		385
Goodwill	Goodwill	3,202		3,101
Intangibles, net	Intangibles, net	1,728		1,668
Deferred tax assets	Deferred tax assets	312		257
Other assets	Other assets	2,302		2,029
TOTAL ASSETS	TOTAL ASSETS	$	12,317	$	12,312
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY
CURRENT LIABILITIES:	CURRENT LIABILITIES:
CURRENT LIABILITIES:
CURRENT LIABILITIES:
Current maturities of long-term debt
Current maturities of long-term debt
Current maturities of long-term debt	Current maturities of long-term debt	$	6	$	660
Accounts payable	Accounts payable	369		500
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	461		415
Current contract liabilities	Current contract liabilities	1,350		1,438
Accrued compensation and benefits	Accrued compensation and benefits	182		235
Current operating lease liabilities	Current operating lease liabilities	40		39

Liabilities held for sale
Total current liabilities	Total current liabilities	2,408		3,287
Long-term debt	Long-term debt	3,049		2,453
Long-term contract liabilities	Long-term contract liabilities	1,700		1,495
Long-term operating lease liabilities	Long-term operating lease liabilities	276		298
Other long-term liabilities	Other long-term liabilities	1,295		1,077
Total liabilities	Total liabilities	8,728		8,610
Commitments and contingencies (see Note 12)	Commitments and contingencies (see Note 12)					Commitments and contingencies (see Note 12)

EQUITY:	EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding at both September 30, 2023 and December 31, 2022		—		—
Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 44,677,518 issued and outstanding at September 30, 2023, and Class B common stock, $0.01 par value per share, 390,912,161 shares authorized, 58,917,749 shares issued and outstanding at September 30, 2023. Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 47,482,787 issued and outstanding at December 31, 2022, and Class B common stock, $0.01 par value per share, 390,912,161 shares authorized, 58,917,749 shares issued and outstanding at December 31, 2022		1		1
EQUITY:
EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding at both March 31, 2024 and December 31, 2023
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding at both March 31, 2024 and December 31, 2023
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding at both March 31, 2024 and December 31, 2023
Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 45,162,644 issued and outstanding at March 31, 2024, and Class B common stock, $0.01 par value per share, 387,998,010 shares authorized, 56,003,598 shares issued and outstanding at March 31, 2024. Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 44,275,818 issued and outstanding at December 31, 2023, and Class B common stock, $0.01 par value per share, 390,751,535 shares authorized, 58,757,123 shares issued and outstanding at December 31, 2023
Additional paid-in capital	Additional paid-in capital	25		318
Retained earnings	Retained earnings	3,784		3,622
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(224)		(242)
Total stockholders' equity	Total stockholders' equity	3,586		3,699
Noncontrolling interests in consolidated subsidiaries	Noncontrolling interests in consolidated subsidiaries	3		3
Total equity	Total equity	3,589		3,702
TOTAL LIABILITIES AND EQUITY	TOTAL LIABILITIES AND EQUITY	$	12,317	$	12,312

See accompanying Notes to condensed consolidated financial statements.

Table of Contents

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of dollars)

(Unaudited)


		Nine Months Ended				Three Months Ended
		September 30, 2023		September 30, 2022		March 31, 2024	March 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	Net income	$	194	$	161
Net income
Net income
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	297		320
Depreciation and amortization
Depreciation and amortization

Gains on sales of real estate and other
Gains on sales of real estate and other
Gains on sales of real estate and other	Gains on sales of real estate and other	(18)		(250)
Amortization of share awards	Amortization of share awards	60		47
Amortization of operating lease right-of-use assets	Amortization of operating lease right-of-use assets	28		25
Deferred income taxes	Deferred income taxes	(64)		(7)
Asset impairments	Asset impairments	13		19

Equity (earnings) losses from unconsolidated hospitality ventures	Equity (earnings) losses from unconsolidated hospitality ventures	(4)		6
Equity (earnings) losses from unconsolidated hospitality ventures
Equity (earnings) losses from unconsolidated hospitality ventures

Loss on extinguishment of debt		—		8

Contra revenue	Contra revenue	34		27

Unrealized (gains) losses, net		(9)		68
Distributions from unconsolidated hospitality ventures		8		11

Contra revenue

Contra revenue

Unrealized gains, net
Unrealized gains, net
Unrealized gains, net

Contingent consideration liability fair value adjustment
Contingent consideration liability fair value adjustment
Contingent consideration liability fair value adjustment

Working capital changes and other
Working capital changes and other
Working capital changes and other	Working capital changes and other	(113)		(32)
Net cash provided by operating activities	Net cash provided by operating activities	426		403
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities and short-term investments	Purchases of marketable securities and short-term investments	(378)		(780)
Purchases of marketable securities and short-term investments
Purchases of marketable securities and short-term investments
Proceeds from marketable securities and short-term investments	Proceeds from marketable securities and short-term investments	459		886
Contributions to equity method and other investments	Contributions to equity method and other investments	(36)		(7)
Return of equity method and other investments		7		38

Acquisitions, net of cash acquired
Acquisitions, net of cash acquired
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(175)		(174)
Capital expenditures	Capital expenditures	(134)		(142)
Issuance of financing receivables	Issuance of financing receivables	(31)		(22)

Proceeds from sales of real estate and other, net of cash disposed	Proceeds from sales of real estate and other, net of cash disposed	(10)		590

Proceeds from sales of real estate and other, net of cash disposed

Proceeds from sales of real estate and other, net of cash disposed
Other investing activities	Other investing activities	(6)		41
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(304)		430
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from debt, net of issuance costs of $4 and $—, respectively		596		—
Repayments and repurchases of debt		(659)		(17)

Repurchases of common stock	Repurchases of common stock	(358)		(263)

Dividends paid		(32)		—
Utilization of restricted cash for legal defeasance of Series 2005 Bonds		—		(8)
Repurchases of common stock

Other financing activities		(13)		(17)
Repurchases of common stock
Dividends paid

Repayments and repurchases of debt

Repayments and repurchases of debt

Repayments and repurchases of debt

Payment of withholding taxes for stock-based compensation

Payment of withholding taxes for stock-based compensation

Payment of withholding taxes for stock-based compensation

Net cash used in financing activities	Net cash used in financing activities	(466)		(305)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(5)		26
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, INCLUDING CASH, CASH EQUIVALENTS, AND RESTRICTED CASH CLASSIFIED WITHIN CURRENT ASSETS HELD FOR SALE		(349)		554
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH RECLASSIFIED TO ASSETS HELD FOR SALE		—		(2)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		(349)		552
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—BEGINNING OF YEAR		1,067		1,065
Net cash used in financing activities
Net cash used in financing activities
Effect of exchange rate changes on cash
Net decrease in cash, cash equivalents, and restricted cash, including cash, cash equivalents, and restricted cash classified within current assets held for sale
Net change in cash, cash equivalents, and restricted cash classified as assets held for sale
Net decrease in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash—Beginning of year

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—END OF PERIOD		$	718	$	1,617
Cash, cash equivalents, and restricted cash—End of period
Cash, cash equivalents, and restricted cash—End of period
Cash, cash equivalents, and restricted cash—End of period

See accompanying Notes to condensed consolidated financial statements.

Table of Contents

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of dollars)

(Unaudited)

Supplemental disclosure of cash flow information:

March 31, 2024

September 30, 2023

September 30, 2022

March 31, 2024

Cash and cash equivalents

701

1,223

Restricted cash (1)

356

Restricted cash (1)

Restricted cash included in other assets (1)

Total cash, cash equivalents, and restricted cash

718

1,617

(1) Restricted cash generally represents collateral for certain obligations, escrow deposits, and other arrangements.

Nine Months Ended
September 30, 2023 September 30, 2022
Cash paid during the period for interest $ 80 $ 95
Cash paid during the period for income taxes $ 124 $ 87
Cash paid for amounts included in the measurement of operating lease liabilities $ 37 $ 33
Non-cash investing and financing activities are as follows:
Change in accrued capital expenditures $ 14 $ 5
Non-cash redemption of financing receivables $ 20 $ —
Non-cash right-of-use assets obtained in exchange for operating lease liabilities $ 11 $ 20
Non-cash contingent consideration liability assumed in acquisition (see Note 6) $ 107 $ —
Non-cash contingent consideration receivable recorded in disposition (see Note 6) $ 28 $ —
Non-cash redemption of held-to-maturity debt security in exchange for equity method investment (see Note 4) $ 32 $ —
Non-cash legal defeasance of Series 2005 Bonds (see Note 6) $ — $ 166
Non-cash reduction in right-of-use assets and operating lease liabilities for lease reassessment $ — $ 12
Non-cash held-to-maturity debt security received (see Note 6) $ — $ 19
Non-cash repurchases of common stock $ — $ 16



	Three Months Ended
	March 31, 2024		March 31, 2023
Cash paid during the period for interest	$	39	$	19
Cash paid during the period for income taxes	$	15	$	16
Cash paid for amounts included in the measurement of operating lease liabilities	$	12	$	11

Non-cash investing and financing activities are as follows:
Change in accrued capital expenditures	$	(2)	$	4
Non-cash contributions to equity method and other investments (Note 4)	$	20	$	—
Non-cash issuance of financing receivable (Note 6)	$	41	$	—

Non-cash right-of-use assets obtained in exchange for operating lease liabilities	$	3	$	4



Non-cash repurchases of common stock (Note 13)	$	—	$	8
Non-cash redemption of financing receivable	$	—	$	20





Non-cash contingent consideration liability assumed in acquisition (Note 6)	$	—	$	107

See accompanying Notes to condensed consolidated financial statements.

Table of Contents

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

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

(Unaudited)

Common Shares Outstanding Common Stock Amount Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests in Consolidated Subsidiaries Total
Class Class Class Class
A B A B
BALANCE—January 1, 2022 50,322,050 59,653,271 $ 1 $ — $ 640 $ 3,167 $ (245) $ 3 $ 3,566
Total comprehensive loss — — — — — (73) 14 — (59)
Employee stock plan issuance 12,221 — — — 1 — — — 1
Class share conversions 635,522 (635,522) — — — — — — —
Share-based payment activity 303,355 — — — 16 — — — 16
BALANCE—March 31, 2022 51,273,148 59,017,749 $ 1 $ — $ 657 $ 3,094 $ (231) $ 3 $ 3,524
Total comprehensive income — — — — — 206 (34) — 172
Repurchases of common stock (1,210,402) — — — (101) — — — (101)
Employee stock plan issuance 13,963 — — — 1 — — — 1
Share-based payment activity 19,623 — — — 16 — — — 16
BALANCE—June 30, 2022 50,096,332 59,017,749 $ 1 $ — $ 573 $ 3,300 $ (265) $ 3 $ 3,612
Total comprehensive income — — — — — 28 (25) — 3
Repurchases of common stock (1,865,489) — — — (162) — — — (162)
Liability for repurchases of common stock (1) — — — — (16) — — — (16)
Employee stock plan issuance 18,143 — — — 2 — — — 2
Share-based payment activity 163,442 — — — 7 — — — 7
BALANCE—September 30, 2022 48,412,428 59,017,749 $ 1 $ — $ 404 $ 3,328 $ (290) $ 3 $ 3,446
BALANCE—January 1, 2023 47,482,787 58,917,749 $ 1 $ — $ 318 $ 3,622 $ (242) $ 3 $ 3,702
Total comprehensive income — — — — — 58 19 — 77
Repurchases of common stock (2) (1,018,931) — — — (98) — — — (98)
Liability for repurchases of common stock (3) — — — — (8) — — — (8)
Employee stock plan issuance 13,925 — — — 1 — — — 1
Share-based payment activity 366,917 — — — 22 — — — 22
BALANCE—March 31, 2023 46,844,698 58,917,749 $ 1 $ — $ 235 $ 3,680 $ (223) $ 3 $ 3,696
Total comprehensive income — — — — — 68 17 — 85
Repurchases of common stock (4) (968,629) — — — (101) — — — (101)
Employee stock plan issuance 18,337 — — — 2 — — — 2
Share-based payment activity 8,193 — — — 19 — — — 19
Cash dividends of $0.15 per share (see Note 13) — — — — — (16) — — (16)
BALANCE—June 30, 2023 45,902,599 58,917,749 $ 1 $ — $ 155 $ 3,732 $ (206) $ 3 $ 3,685
Total comprehensive income — — — — — 68 (18) — 50
Repurchases of common stock (5) (1,246,366) — — — (145) — — — (145)
Employee stock plan issuance 14,489 — — — 2 — — — 2
Share-based payment activity 6,796 — — — 13 — — — 13
Cash dividends of $0.15 per share (see Note 13) — — — — — (16) — — (16)
BALANCE—September 30, 2023 44,677,518 58,917,749 $ 1 $ — $ 25 $ 3,784 $ (224) $ 3 $ 3,589
(1) Represents repurchases of 189,000 shares for $16 million that were initiated prior to September 30, 2022, but settled in the fourth quarter of 2022.
(2) Includes the settlement of 1,018,931 shares repurchased for $106 million of cash, offset by the payment of a $9 million liability for shares not settled as of December 31, 2022, and also includes a $1 million liability for the 1% U.S. federal excise tax on certain share repurchases enacted by the Inflation Reduction Act of 2022.
(3) Represents repurchases of 73,368 shares for $8 million that were initiated prior to March 31, 2023, but settled in the second quarter of 2023.
(4) Includes the settlement of 968,629 shares repurchased for $108 million of cash, offset by the payment of an $8 million liability for shares not settled as of March 31, 2023, and also includes a $1 million liability for the 1% U.S. federal excise tax on certain share repurchases enacted by the Inflation Reduction Act of 2022.
(5) Includes a $1 million liability for the 1% U.S. federal excise tax on certain share repurchases enacted by the Inflation Reduction Act of 2022.


	Common Shares Outstanding		Common Stock Amount				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests in Consolidated Subsidiaries		Total
	Class	Class	Class		Class
	A	B	A		B
BALANCE—January 1, 2023	47,482,787	58,917,749	$	1	$	—	$	318	$	3,622	$	(242)	$	3	$	3,702
Total comprehensive income	—	—	—		—		—		58		19		—		77

Repurchases of common stock (1)	(1,018,931)	—	—		—		(98)		—		—		—		(98)
Liability for repurchases of common stock (2)	—	—	—		—		(8)		—		—		—		(8)

Employee stock plan issuance	13,925	—	—		—		1		—		—		—		1

Share-based payment activity	366,917	—	—		—		22		—		—		—		22


BALANCE—March 31, 2023	46,844,698	58,917,749	$	1	$	—	$	235	$	3,680	$	(223)	$	3	$	3,696























BALANCE—January 1, 2024	44,275,818	58,757,123	$	1	$	—	$	—	$	3,738	$	(175)	$	3	$	3,567
Total comprehensive income	—	—	—		—		—		522		(22)		—		500

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 (see Note 13)	—	—	—		—		—		(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























(1) Includes a $1 million liability for the 1% U.S. federal excise tax on certain share repurchases enacted by the Inflation Reduction Act of 2022.
(2) Represents repurchases of 73,368 shares for $8 million that were initiated prior to March 31, 2023, but settled in the second quarter of 2023.

See accompanying Notes to condensed consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(~~amounts~~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 ~~a paid membership program through the Unlimited Vacation Club,~~ and a boutique and luxury global travel platform through Mr & Mrs Smith. At ~~September 30, 2023,~~March 31, 2024, our hotel portfolio included ~~603 full service~~1,341 hotels, comprising ~~188,253~~323,405 rooms throughout the ~~world; 587 select service hotels, comprising 86,292 rooms,~~world, of which ~~454~~699 hotels are located in the United ~~States;~~States, comprising 156,851 rooms, and ~~120~~124 are all-inclusive resorts, comprising ~~38,712~~42,412 rooms. At ~~September 30, 2023,~~March 31, 2024, our portfolio of properties operated in 7678 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 ~~tradenames~~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 "Hyatt," the "Company," "we," "us," or "our" mean Hyatt Hotels Corporation and its consolidated subsidiaries. As used in these Notes and throughout this Quarterly ~~Report on Form 10-Q:~~Report:

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

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

•"loyalty program" refers to the World of Hyatt guest 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, Grand Hyatt, Hyatt Regency, Hyatt, Hyatt Vacation Club, Hyatt Place, Hyatt House, Hyatt Studios, UrCove, Miraval, Alila, Andaz, Thompson Hotels, Dream Hotels, Hyatt Centric, Caption by Hyatt, The Unbound Collection by Hyatt, Destination by Hyatt, JdV by Hyatt, Impression by Secrets, Hyatt Ziva, Hyatt Zilara, Zoëtry Wellness & Spa Resorts, Secrets Resorts & Spas, Breathless Resorts & Spas, Dreams Resorts & Spas, Hyatt Vivid Hotels & Resorts, Alua Hotels & Resorts, and Sunscape Resorts & Spas 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 ~~with respect to which~~ we license our trademarks to and that are part of the Hyatt Vacation Club.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all information or footnotes required by GAAP for complete annual financial statements. As a result, this Quarterly Report ~~on Form 10-Q~~ should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022~~2023 (the ~~"2022~~"2023 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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Segment Realignment—During the three months ended March 31, 2024, we realigned our reportable segments to align with our business strategy, the organizational changes for certain members of our leadership team, and the manner in which our chief operating decision maker ("CODM") assesses performance and makes decisions regarding the allocation of resources. The segment realignment had no impact on our condensed consolidated financial position or results of operations. Prior period segment results have been recast to reflect our new reportable segments. See Note 16 for a summary of our revised reportable segments and summarized consolidated financial information by segment.

In conjunction with the segment realignment, certain financial statement line item descriptions were revised within our condensed consolidated statements of income. The composition of the accounts within these financial statement line items remains unchanged. The changes include:


New financial statement line item						Previously-used financial statement line item
Owned and leased revenues						Owned and leased hotels revenues
Franchise and other fee revenues						Franchise, license, and other fee revenues
Revenues for reimbursed costs						Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties
General and administrative expenses (1)						Selling, general, and administrative expenses
Integration costs (2)						Selling, general, and administrative expenses
Owned and leased expenses						Owned and leased hotels expenses
Reimbursed costs						Costs incurred on behalf of managed and franchised properties
(1) Excludes integration costs.
(2) Includes expenses incurred related to the integration of recently acquired businesses, including certain compensation expenses, professional fees, sales and marketing expenses, and technology expenses.

Additionally, distribution and destination management revenues and expenses are not presented as the accounts under these previously-used financial statement line items are now included in the following:

Distribution revenues—Represents revenues derived from the ALG Vacations business, which were previously recognized in distribution and destination management revenues, and commission fee revenues related to Mr & Mrs Smith, which were previously recognized in other fee revenues.

Distribution expenses—Consists of expenses related to the ALG Vacations business, which were previously recognized in distribution and destination management expenses, and general and administrative expenses related to Mr & Mrs Smith, which were previously recognized in selling, general, and administrative expenses.

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Summary of Significant Accounting Policies

Our significant accounting policies are detailed in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 2 to our Consolidated Financial Statements" within the 2023 Form 10-K. During the three months ended March 31, 2024, we completed a restructuring of the entity that owns the Unlimited Vacation Club paid membership program business and sold 80% of the entity to an unrelated third party for $80 million. As a result of the transaction, we deconsolidated the entity as we no longer have a controlling financial interest and accounted for our remaining 20% ownership interest as an equity method investment in an unconsolidated hospitality venture (the "UVC Transaction"). For additional information about the UVC Transaction, see Note 4. Our accounting policies have been updated as follows:

Variable Interest Entities—We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity ("VIE"). We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct 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. If we are not the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with the applicable GAAP. On a quarterly basis, we determine whether any changes in the interest or relationship with the entity impact the determination of whether we are still the primary beneficiary.

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Adopted Accounting Standards

Reference Rate Reform—In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2020-04 ("ASU 2020-04"), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients and exceptions that we can elect to adopt, subject to meeting certain criteria, regarding contract modifications, hedging relationships, and other transactions that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. In December 2022, the FASB issued Accounting Standards Update No. 2022-06 ("ASU 2022-06"), Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. ASU 2022-06 was effective upon issuance and defers the sunset date of Topic 848 by two years, extending the provisions of ASU 2020-04 through December 31, 2024. During the ~~nine months~~year ended ~~September 30,~~December 31, 2023, we ~~amended certain LIBOR-based contracts and~~ adopted the provisions of ASU ~~2020-04 in conjunction with~~2020-04. We amended certain LIBOR-based contracts during the ~~amendments. We~~three months ended March 31, 2024 and the year ended December 31, 2023, and we are ~~also~~ in the process of converting other LIBOR-based contracts to alternative reference rates. ASU 2020-04 did not materially impact our condensed consolidated financial statements upon adoption and is not expected to have a material future impact as we apply optional expedients or exceptions.

Future Adoption of Accounting Standards

Disclosure Improvements—In October 2023, the 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 the regulations of the Securities and Exchange Commission ("SEC"). 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.

Segment Reporting—In November 2023, the FASB issued Accounting Standards Update No. 2023-07 ("ASU 2023-07"), Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to evaluate segment performance. The provisions of ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and require retrospective adoption for all prior periods presented. We are currently assessing the impact of adopting ASU 2023-07.

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.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Revenues

~~The following tables present~~See Note 16 for our revenues disaggregated by the nature of the product or ~~service:~~

Three Months Ended September 30, 2023
Owned and leased hotels Americas management and franchising ASPAC management and franchising EAME management and franchising Apple Leisure Group Corporate and other Eliminations Total
Rooms revenues (1) $ 208 $ — $ — $ — $ 17 $ — $ (8) $ 217
Food and beverage 73 — — — — — — 73
Other 37 — — — 2 — — 39
Owned and leased hotels 318 — — — 19 — (8) 329
Base management fees — 63 17 11 13 — (10) 94
Incentive management fees — 12 20 6 16 — (3) 51
Franchise, license, and other fees — 62 5 5 9 24 — 105
Management, franchise, license, and other fees — 137 42 22 38 24 (13) 250
Contra revenue — (7) (1) (3) (1) — — (12)
Net management, franchise, license, and other fees — 130 41 19 37 24 (13) 238
Distribution and destination management — — — — 222 — — 222
Other revenues — 20 — — 50 8 1 79
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties — 659 39 26 30 — — 754
Total $ 318 $ 809 $ 80 $ 45 $ 358 $ 32 $ (20) $ 1,622
(1) Apple Leisure Group includes package revenues for all-inclusive leased properties.

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Nine Months Ended September 30, 2023
Owned and leased hotels Americas management and franchising ASPAC management and franchising EAME management and franchising Apple Leisure Group Corporate and other Eliminations Total
Rooms revenues (1) $ 623 $ — $ — $ — $ 24 $ — $ (23) $ 624
Food and beverage 242 — — — — — — 242
Other 116 — — — 2 — — 118
Owned and leased hotels 981 — — — 26 — (23) 984
Base management fees — 189 50 29 42 — (29) 281
Incentive management fees — 52 60 22 45 — (12) 167
Franchise, license, and other fees — 171 12 13 26 59 — 281
Management, franchise, license, and other fees — 412 122 64 113 59 (41) 729
Contra revenue — (19) (3) (9) (3) — — (34)
Net management, franchise, license, and other fees — 393 119 55 110 59 (41) 695
Distribution and destination management — — — — 823 — — 823
Other revenues — 83 — — 134 20 1 238
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties — 1,986 115 72 94 — — 2,267
Total $ 981 $ 2,462 $ 234 $ 127 $ 1,187 $ 79 $ (63) $ 5,007
(1) Apple Leisure Group includes package revenues for all-inclusive leased properties.

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Three Months Ended September 30, 2022
Owned and leased hotels Americas management and franchising ASPAC management and franchising (2) EAME management and franchising (2) Apple Leisure Group Corporate and other Eliminations Total
Rooms revenues (1) $ 196 $ — $ — $ — $ 15 $ — $ (7) $ 204
Food and beverage 69 — — — — — — 69
Other 35 — — — 1 — — 36
Owned and leased hotels 300 — — — 16 — (7) 309
Base management fees — 60 14 9 10 — (9) 84
Incentive management fees — 15 13 6 12 — (3) 43
Franchise, license, and other fees — 52 3 11 18 13 — 97
Management, franchise, license, and other fees — 127 30 26 40 13 (12) 224
Contra revenue — (5) (1) (2) (1) — — (9)
Net management, franchise, license, and other fees — 122 29 24 39 13 (12) 215
Distribution and destination management — — — — 244 — — 244
Other revenues — 28 — — 37 3 — 68
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties — 614 43 21 27 — — 705
Total $ 300 $ 764 $ 72 $ 45 $ 363 $ 16 $ (19) $ 1,541
(1) Apple Leisure Group includes package revenues for all-inclusive leased properties.
(2) Amounts presented have been adjusted for changes within the segments effective on January 1, 2023 (see Note 16).

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Nine Months Ended September 30, 2022
Owned and leased hotels Americas management and franchising ASPAC management and franchising (2) EAME management and franchising (2) Apple Leisure Group Corporate and other Eliminations Total
Rooms revenues (1) $ 572 $ — $ — $ — $ 19 $ — $ (21) $ 570
Food and beverage 225 — — — — — — 225
Other 115 — — — 1 — — 116
Owned and leased hotels 912 — — — 20 — (21) 911
Base management fees — 167 32 24 27 — (27) 223
Incentive management fees — 45 25 19 48 — (9) 128
Franchise, license, and other fees — 142 10 14 31 34 — 231
Management, franchise, license, and other fees — 354 67 57 106 34 (36) 582
Contra revenue — (17) (3) (6) (1) — — (27)
Net management, franchise, license, and other fees — 337 64 51 105 34 (36) 555
Distribution and destination management — — — — 746 — — 746
Other revenues — 91 — — 104 9 2 206
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties — 1,632 114 57 82 — — 1,885
Total $ 912 $ 2,060 $ 178 $ 108 $ 1,057 $ 43 $ (55) $ 4,303
(1) Apple Leisure Group includes package revenues for all-inclusive leased properties.
(2) Amounts presented have been adjusted for changes within the segments effective on January 1, 2023 (see Note 16).
service.

Contract Balances

Contract assets, included in receivables, net on our condensed consolidated balance sheets, were $2 million andinsignificant at ~~both September 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023, respectively. As our profitability hurdles are generally calculated on a full-year basis, we expect our contract assets to be insignificant at ~~year-end.~~year end.

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Contract liabilities were comprised of the following:


		September 30, 2023		December 31, 2022
Deferred revenue related to the paid membership program		$	1,162	$	1,013
	March 31, 2024						March 31, 2024	December 31, 2023
Deferred revenue related to the loyalty program	Deferred revenue related to the loyalty program	1,101		928
Deferred revenue related to travel distribution and destination management services		570		732
Deferred revenue related to distribution and destination management services
Advanced deposits	Advanced deposits	59		61
Deferred revenue related to insurance programs
Initial fees received from franchise owners	Initial fees received from franchise owners	45		45
Deferred revenue related to insurance programs		5		66
Deferred revenue related to the paid membership program (1)
Other deferred revenue	Other deferred revenue	108		88
Total contract liabilities	Total contract liabilities	$	3,050	$	2,933
(1) The change from December 31, 2023 is due to balances written off to gains on sale of real estate and other on our condensed consolidated statements of income during the three months ended March 31, 2024 as a result of the UVC Transaction (see Note 4).						(1) The change from December 31, 2023 is due to balances written off to gains on sale of real estate and other on our condensed consolidated statements of income during the three months ended March 31, 2024 as a result of the UVC Transaction (see Note 4).

Revenue recognized during the three months ended ~~September 30,~~March 31, 2024 and March 31, 2023 ~~and September 30, 2022~~ included in the contract liabilities balance at the beginning of each year was ~~$184~~$623 million and $153 million, respectively. Revenue recognized during the nine months ended September 30, 2023 and September 30, 2022 included in the contract liabilities balance at the beginning of each year was $1,058 million and $822$654 million, respectively. This revenue primarily relates to ~~travel~~ distribution and destination management services and the loyalty ~~program, and the Unlimited Vacation Club paid membership~~ program.

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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~~expected to be recognized in future periods was approximately ~~$550~~$120 million at ~~September 30, 2023,~~March 31, 2024, approximately ~~20%~~15% of which we expect to recognize over 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) equity method investments where we have the ability to significantly influence the operations of the entity, (ii) marketable securities held to fund operating programs and for investment purposes, and (iii) other types of investments.

Equity Method Investments

Equity method investments were ~~$212~~$277 million and ~~$178~~$211 million at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively.

Unconsolidated hospitality venture in India—During the ~~three months~~year ended ~~September 30,~~December 31, 2023, we acquired 50% of the outstanding shares of a third-party entity that owns three of our managed properties in India in exchange for the non-cash redemption of a held-to-maturity ("HTM") debt security. Upon completion, one of our unconsolidated hospitality ventures in India acquired 100% of the outstanding shares of the entity, and we recorded a $32 million equity method investment on our condensed consolidated balance sheet at September 30, 2023. On September 28, 2023, our unconsolidated hospitality venture publicly filed a draft red herring prospectus with the Securities and Exchange Board of India in conjunction with a proposed initial public offering ("IPO") of equity shares, subject to market conditions and regulatory approvals.

~~During~~ On February 28, 2024, our unconsolidated hospitality venture completed its IPO on the ~~nine months ended September 30, 2022, we received $23 million~~BSE Limited and National Stock Exchange of ~~proceeds related~~India Limited stock exchanges and issued 50,000,000 equity shares. Both prior and subsequent to the ~~sale~~IPO, we hold 86,251,192 equity shares in the entity. At March 31, 2024, the price per share of the principal market for the equity shares was ₹517.55 (approximately $6.21 using exchange rates as of March 31, 2024).

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 $4$79 million non-cash pre-tax dilution gain in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income during the three months ended March 31, 2024.

UVC Transaction—During the three months ended March 31, 2024, we completed the UVC Transaction and accounted for the sale of our controlling financial interest in the entity as a business disposition. We received $41 million of proceeds, net of $39 million of cash disposed; recorded a $5$20 million ~~reclassification from accumulated~~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 resulted in a $231 million pre-tax gain, which was recognized in gains on sales

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of real estate and other ~~comprehensive loss~~on our condensed consolidated statements of income during the three months ended March 31, 2024. We will continue to manage the Unlimited Vacation Club business under a long-term management agreement and license and royalty agreement. The operating results of the Unlimited Vacation Club business prior to the UVC Transaction are reported within our distribution segment.

The fair value of our retained investment in the entity was determined using a Black-Scholes-Merton option-pricing model of our common shares in the entity. The valuation methodology includes assumptions and judgments regarding volatility and discount rates, which are primarily Level Three assumptions.

In conjunction with the transaction, we agreed to guarantee up to $70 million of our hospitality venture partner's investment upon the occurrence of certain events, and we recorded a $25 million guarantee liability at fair value in other long-term liabilities on our condensed consolidated balance sheet (see Note ~~13)~~10). The fair value was estimated using the with and without method, which includes projected cash flows based on contract terms. The valuation methodology includes assumptions and judgments regarding discount rates and length of time, which are primarily Level Three assumptions.

Additionally, we agreed to indemnify the unconsolidated hospitality venture, the primary obligor to the foreign taxing authorities, for obligations the entity may incur as a result of uncertain tax positions. Following the transaction, we accounted for the indemnification as a guarantee. We derecognized the long-term income taxes payable related to the uncertain tax positions and recorded a $61 million guarantee liability at fair value in other long-term liabilities on our condensed consolidated balance sheet at March 31, 2024 (see Note 10). The fair value of the indemnification was estimated using a probability-based weighting approach to determine the likelihood of payment of the tax liability, penalties, and interest related to the 2013 through 2018 tax years. The valuation methodology includes assumptions and judgments regarding probability weighting, discount rates, and expected timing of cash flows, which are primarily Level Three assumptions. At March 31, 2024, the indemnification had a maximum exposure of $100 million.

The entity that owns the Unlimited Vacation Club business is classified as a VIE in which we hold a variable interest but are not the primary beneficiary, and we account for our common ownership interest as an equity method investment. At March 31, 2024, we had $19 million and $82 million recorded in equity method investments and other long-term liabilities, respectively, on our condensed consolidated balance sheet related to this unconsolidated VIE. At March 31, 2024, our maximum exposure to loss was $189 million, which includes the carrying amount of our equity method investment and the maximum exposure under the aforementioned guarantee and indemnification (see Note 12).

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, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
Loyalty program (Note 8)	Loyalty program (Note 8)	$	809	$	728
Deferred compensation plans held in rabbi trusts (Note 8 and Note 10)	Deferred compensation plans held in rabbi trusts (Note 8 and Note 10)	449		420
Captive insurance company (Note 8)	Captive insurance company (Note 8)	103		110
Total marketable securities held to fund operating programs	Total marketable securities held to fund operating programs	$	1,361	$	1,258
Less: current portion of marketable securities held to fund operating programs included in cash and cash equivalents and short-term investments	Less: current portion of marketable securities held to fund operating programs included in cash and cash equivalents and short-term investments	(352)		(339)
Marketable securities held to fund operating programs included in other assets	Marketable securities held to fund operating programs included in other assets	$	1,009	$	919

At ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, marketable securities held to fund operating programs included:

•$~~297~~470 million and ~~$174~~$330 million, respectively, of available-for-sale ("AFS") debt securities with contractual maturity dates ranging from ~~2023~~2024 through 2069. The amortized cost of our AFS debt securities approximates fair value;

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•$2625 million, ~~and $138 million, respectively,~~in both periods, of time deposits classified as ~~HTM~~held-to-maturity ("HTM") debt securities with a contractual maturity ~~dates ranging from 2023 through~~date in 2025. The amortized cost of our time deposits approximates fair value;

•$1416 million and ~~$62~~$15 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,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Unrealized gains (losses), net
Unrealized gains (losses), net
Unrealized gains (losses), net	Unrealized gains (losses), net
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1)	Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1)	$	(10)	$	(12)	$	21	$	(90)
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (2)		(4)		(6)		11		(43)
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1)
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1)
Revenues for reimbursed costs (2)
Revenues for reimbursed costs (2)
Revenues for reimbursed costs (2)
Other income (loss), net (Note 18)
Other income (loss), net (Note 18)
Other income (loss), net (Note 18)	Other income (loss), net (Note 18)	(5)		(12)		—		(42)
Other comprehensive income (loss) (Note 13)	Other comprehensive income (loss) (Note 13)	—		(5)		—		(15)
Other comprehensive income (loss) (Note 13)
Other comprehensive income (loss) (Note 13)

Realized gains (losses), net
Realized gains, net

Realized gains, net

Realized gains, net
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1)	Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1)	$	1	$	—	$	5	$	1
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (2)		1		—		3		1
Other income (loss), net (Note 18)		(1)		—		(1)		—
(1) Unrealized and realized gains and losses recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts are offset by amounts recognized in owned and leased hotels expenses and selling, general, and administrative expenses with no impact on net income.										(2) Unrealized and realized gains and losses recognized in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties related to investments held to fund rabbi trusts are offset by amounts recognized in costs incurred on behalf of managed and franchised properties with no impact on net income.
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1)
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts (1)
Revenues for reimbursed costs (2)
Revenues for reimbursed costs (2)
Revenues for reimbursed costs (2)

(1) Unrealized and realized gains recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts are offset by amounts recognized in owned and leased expenses and general and administrative expenses with no impact on net income.

(1) Unrealized and realized gains recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts are offset by amounts recognized in owned and leased expenses and general and administrative expenses with no impact on net income.

(1) Unrealized and realized gains recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts are offset by amounts recognized in owned and leased expenses and general and administrative expenses with no impact on net income.
(2) Unrealized and realized gains recognized in revenues for reimbursed costs related to investments held to fund rabbi trusts are offset by amounts recognized in reimbursed costs with no impact on net income.										(2) Unrealized and realized gains recognized in revenues for reimbursed costs related to investments held to fund rabbi trusts are offset by amounts recognized in reimbursed costs with no impact on net income.

Marketable Securities Held for Investment Purposes—Marketable securities held for investment purposes, which are recorded at cost or fair value, depending on the nature of the investment, on our condensed consolidated balance sheets, were as follows:

September 30, 2023 December 31, 2022
Interest-bearing money market funds $ 57 $ 430
Common shares in Playa N.V. (Note 8) 88 79
Time deposits (1) 9 10
Total marketable securities held for investment purposes $ 154 $ 519
Less: current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments (65) (440)
Marketable securities held for investment purposes included in other assets $ 89 $ 79
(1) Time deposits have contractual maturity dates ranging from 2023 through 2025. The amortized cost of our time deposits approximates fair value.

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	March 31, 2024		December 31, 2023
Interest-bearing money market funds	$	234	$	284
Common shares in Playa N.V. (Note 8)	118		105
Time deposits (1)	14		11
Total marketable securities held for investment purposes	$	366	$	400
Less: current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments	(247)		(294)
Marketable securities held for investment purposes included in other assets	$	119	$	106
(1) Time deposits have contractual maturities on various dates through 2025. The amortized cost of our time deposits approximates fair value.

We hold common shares in Playa Hotels & Resorts N.V. ("Playa N.V."), which are accounted for as an equity security with a readily determinable fair value as we do not have the ability to significantly influence the operations of the entity. We did not sell any of these common shares during the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024 or ~~September 30, 2022.~~March 31, 2023. Net unrealized gains ~~(losses)~~ recognized on our condensed consolidated statements of income were as follows:

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Other income (loss), net (Note 18) $ (11) $ (12) $ 9 $ (26)


	Three Months Ended March 31,
	2024		2023
Other income (loss), net (Note 18)	$	13	$	37

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


		September 30, 2023		Cash and cash equivalents		Short-term investments		Other assets
		March 31, 2024
		March 31, 2024
		March 31, 2024								Cash and cash equivalents	Short-term investments	Other assets
Level One—Quoted Prices in Active Markets for Identical Assets	Level One—Quoted Prices in Active Markets for Identical Assets
Interest-bearing money market funds
Interest-bearing money market funds
Interest-bearing money market funds	Interest-bearing money market funds	$	390	$	390	$	—	$	—
Mutual funds and exchange-traded funds	Mutual funds and exchange-traded funds	455		—		—		455

Common shares	Common shares	96		—		—		96
Common shares
Common shares
Level Two—Significant Other Observable Inputs	Level Two—Significant Other Observable Inputs

Time deposits

Time deposits

Time deposits	Time deposits	35		1		8		26
U.S. government obligations	U.S. government obligations	249		—		8		241
U.S. government agencies	U.S. government agencies	42		—		6		36
Corporate debt securities	Corporate debt securities	201		—		4		197
Mortgage-backed securities	Mortgage-backed securities	19		—		—		19
Asset-backed securities	Asset-backed securities	25		—		—		25
Municipal and provincial notes and bonds	Municipal and provincial notes and bonds	3		—		—		3

Total	Total	$	1,515	$	391	$	26	$	1,098

Total

Total


		December 31, 2022		Cash and cash equivalents		Short-term investments		Other assets
		December 31, 2023
		December 31, 2023
		December 31, 2023								Cash and cash equivalents	Short-term investments	Other assets
Level One—Quoted Prices in Active Markets for Identical Assets	Level One—Quoted Prices in Active Markets for Identical Assets
Interest-bearing money market funds	Interest-bearing money market funds	$	620	$	620	$	—	$	—
Mutual funds		482		—		—		482
Common shares in Playa N.V.		79		—		—		79
Interest-bearing money market funds
Interest-bearing money market funds
Mutual funds and exchange-traded funds
Common shares
Level Two—Significant Other Observable Inputs	Level Two—Significant Other Observable Inputs
Time deposits
Time deposits
Time deposits	Time deposits	148		1		145		2
U.S. government obligations	U.S. government obligations	237		—		3		234
U.S. government agencies	U.S. government agencies	55		—		8		47
Corporate debt securities	Corporate debt securities	109		—		2		107
Mortgage-backed securities	Mortgage-backed securities	21		—		—		21
Asset-backed securities	Asset-backed securities	21		—		—		21
Municipal and provincial notes and bonds	Municipal and provincial notes and bonds	5		—		—		5
Total	Total	$	1,777	$	621	$	158	$	998

During the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and March 31, 2023, ~~and September 30, 2022,~~ 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.

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Other Investments

HTM Debt Securities—We hold investments in third-party entities associated with certain of our hotels. The investments are redeemable on various dates through 2062 and recorded as HTM debt securities within other assets on our condensed consolidated balance sheets:


		September 30, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
HTM debt securities	HTM debt securities	$	52	$	96
Less: allowance for credit losses	Less: allowance for credit losses	(13)		(31)
Total HTM debt securities, net of allowances	Total HTM debt securities, net of allowances	$	39	$	65

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The following table summarizes the activity in our HTM debt securities allowance for credit losses:

2023 2022
Allowance at January 1 $ 31 $ 38
Provisions, net (1) 2 2
Write-offs (3) —
Allowance at June 30 $ 30 $ 40
Reversals, net (1) (17) (10)
Allowance at September 30 $ 13 $ 30
(1) Provisions for credit losses were partially or fully offset by interest income recognized in the same periods (see Note 18).


	2024		2023
Allowance at January 1	$	13	$	31
Provisions, net (1)	—		1
Allowance at March 31	$	13	$	32







(1) Provisions for credit losses were partially or fully offset by interest income recognized in the same periods (see Note 18).

We estimated the fair value of these HTM debt securities to be approximately ~~$39~~$42 million and ~~$81~~$41 million at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. The fair values of our investments in preferred shares, which are classified as Level Three in the fair value hierarchy, are estimated using internally-developed discounted 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. Fluctuations in these assumptions could result in different estimates of fair value. The remaining HTM debt securities are classified as Level Two in the fair value hierarchy due to the use and weighting of multiple market inputs being considered in the final price of the security.

Convertible Debt Security—During the ~~nine~~three months ended ~~September 30,~~March 31, 2023, we invested in a $30 million convertible debt security associated with a franchised property, which is classified as AFS and recorded in other assets on our condensed consolidated balance ~~sheet.~~sheets. The investment has a contractual maturity date in 2029. The convertible debt investment is remeasured at fair value on a recurring basis and is classified as Level Three in the fair value hierarchy. We estimated the fair value of this investment to be ~~$37~~$39 million at ~~September 30,~~both March 31, 2024 and December 31, 2023. The fair value is estimated using a discounted future cash flow model, and the primary sensitivity in the model is the selection of an appropriate discount rate. Fluctuations in our assumptions could result in different estimates of fair value. ~~Net~~During the three months ended March 31, 2024 and March 31, 2023, we recognized an insignificant amount and no amount of unrealized gains ~~recognized~~or losses, respectively, on our ~~condensed consolidated financial statements were as follows:~~investment.

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Other comprehensive income (loss) (Note 13) $ 7 $ — $ 7 $ —

Equity Securities Without a Readily Determinable Fair Value—At ~~September 30, 2023~~both March 31, 2024 and December 31, ~~2022,~~2023, we held $16 million ~~and $12 million, respectively,~~ of investments in equity securities without a readily determinable fair value, which are recorded within other assets on our condensed consolidated balance sheets and represent investments in entities where we do not have the ability to significantly influence the operations of the entity.

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5. RECEIVABLES

Receivables

At ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had ~~$762~~$895 million and ~~$834~~$883 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:

2023 2022
Allowance at January 1 $ 63 $ 53
Provisions (reversals), net (4) 13
Write-offs (4) (6)
Other — (1)
Allowance at June 30 $ 55 $ 59
Write-offs (1) (4)
Other — 3
Allowance at September 30 $ 54 $ 58


	2024		2023
Allowance at January 1	$	50	$	63

Provisions, net	3		3
Write-offs	(2)		(3)

Allowance at March 31	$	51	$	63

Financing Receivables


		September 30, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
Unsecured financing to hotel owners	Unsecured financing to hotel owners	$	122	$	120
Less: current portion of financing receivables, included in receivables, net	Less: current portion of financing receivables, included in receivables, net	(11)		(16)
Less: allowance for credit losses	Less: allowance for credit losses	(40)		(44)
Total long-term financing receivables, net of allowances	Total long-term financing receivables, net of allowances	$	71	$	60

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

2023 2022
Allowance at January 1 $ 44 $ 69
Reversals, net (2) (7)
Write-offs (2) (1)
Foreign currency exchange, net — (1)
Allowance at June 30 $ 40 $ 60
Reversals, net — (2)
Write-offs (1) — (14)
Foreign currency exchange, net — (1)
Allowance at September 30 $ 40 $ 43
(1) The amount written off during the three months ended September 30, 2022 primarily related to loans with a third-party that were sold.

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	2024		2023
Allowance at January 1	$	42	$	44
Reversals, net	(1)		(1)


Foreign currency exchange, net	(1)		—
Allowance at March 31	$	40	$	43

Credit Monitoring—Our unsecured financing receivables were as follows:


		September 30, 2023
	March 31, 2024												March 31, 2024
		Gross loan balance (principal and interest)		Related allowance		Net financing receivables		Gross receivables on nonaccrual status		Gross loan balance (principal and interest)	Related allowance	Net financing receivables		Gross receivables on nonaccrual status
Loans	Loans	$	115	$	(38)	$	77	$	21

Other financing arrangements	Other financing arrangements	7		(2)		5		—

Other financing arrangements

Other financing arrangements
Total unsecured financing receivables	Total unsecured financing receivables	$	122	$	(40)	$	82	$	21


	December 31, 2023												December 31, 2023
										Gross loan balance (principal and interest)	Related allowance	Net financing receivables		Gross receivables on nonaccrual status
		December 31, 2022
		Gross loan balance (principal and interest)		Related allowance		Net financing receivables		Gross receivables on nonaccrual status
Loans

Loans

Loans	Loans	$	118	$	(43)	$	75	$	22
Other financing arrangements	Other financing arrangements	2		(1)		1		1
Total unsecured financing receivables	Total unsecured financing receivables	$	120	$	(44)	$	76	$	23

Fair Value—We estimated the fair value of financing receivables to be approximately ~~$131~~$185 million and ~~$117~~$133 million at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. The fair values, which are classified as Level Three in the fair value hierarchy, are 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.

6. ACQUISITIONS AND DISPOSITIONS

Acquisitions

Mr & Mrs Smith—During the ~~nine months~~year ended ~~September 30,~~December 31, 2023, we acquired 100% of the outstanding shares of Smith Global Limited, ("doing business as Mr & Mrs ~~Smith")~~Smith, in a business combination through a locked box structure. The enterprise value of £53 million was subject to customary adjustments related to indebtedness and net working capital as of the locked box date, as well as a value accrual representing the economic value from the locked box date through the acquisition date.

We closed on the transaction on June 2, 2023 and paid cash of £58 million (approximately $72 million using exchange rates as of the acquisition date).

Net assets acquired were determined as follows:


Cash paid, net of cash acquired	$	50
Cash acquired	22
Net assets acquired	$	72

The acquisition includes technology related to a boutique and luxury global travel platform, brand name, and relationships with affiliated hotel owners. Following the acquisition date, fee revenues and operating expenses of Mr & Mrs Smith were recognized on our condensed consolidated statements of income. During the three months ended September 30, 2023 and for the period from the acquisition date through September 30, 2023, total revenues attributable to Mr & Mrs Smith were $7 million and $9 million, respectively. During both the three months ended September 30, 2023 and for the period from the acquisition date through September 30, 2023, net income attributable to Mr & Mrs Smith was $3 million.

Our condensed consolidated balance ~~sheet~~sheets at ~~September 30,~~both March 31, 2024 and December 31, 2023 ~~reflects~~reflect preliminary 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 are estimated using discounted future cash flow models, the relief from royalty method, or a cost-based approach. Depending on the valuation method, these estimates include revenue projections based on long-term growth rates, expected attrition, historical cost

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information, and/or an obsolescence factor, all of which are primarily Level Three assumptions. The remaining assets and liabilities were recorded at their carrying values, which approximate their fair values.

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~~During the three months ended September 30, 2023, the fair values of certain assets acquired and liabilities assumed were revised, which resulted in insignificant measurement period adjustments.~~

We will continue to evaluate the contracts acquired and 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.

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


Cash and cash equivalents	$	22
Receivables	6
Prepaids and other assets	1
Goodwill (1)	4139
Indefinite-lived intangibles (2)	12
Customer ~~relationship~~relationships intangibles (3)	12
Other intangibles (4)	16
Deferred tax assets	2
Total assets acquired	$	110

Accounts payable	$	1
Accrued expenses and other current liabilities	7
Current contract liabilities	17
Long-term contract liabilities	3
Other long-term liabilities	10
Total liabilities assumed	$	38
Total net assets acquired attributable to Hyatt Hotels Corporation	$	72

(1) The goodwill, which is recorded ~~in corporate and other,~~on the distribution segment, is attributable to growth opportunities we expect to realize through direct booking access to properties within the Mr & Mrs Smith platform through our distribution channels. Goodwill is not tax deductible.

(2) Relates to the Mr & Mrs Smith brand name.

(3) Amortized over a useful life of 12 years.

(4) Amortized over a useful life of 10 years.

During the three and nine months ended September 30, 2023, we recognized an insignificant amount and $4 million, respectively, of transaction costs, primarily related to financial advisory and legal fees, in other income (loss), net on our condensed consolidated statements of income (see Note 18).

Dream Hotel Group—During the ~~nine~~three months ended ~~September 30,~~March 31, 2023, a Hyatt affiliate acquired 100% of the limited liability company interests of each of Chatwal Hotels & Resorts, LLC, DHG Manager, LLC, and each of the subsidiaries of DHG Manager, LLC (collectively, ~~"Dream~~Dream Hotel ~~Group")~~Group) for $125 million of base consideration, subject to customary adjustments related to working capital and indebtedness, and up to an additional $175 million of contingent consideration to be paid through 2028 upon the achievement of certain milestones related to the development of additional hotels and/or potential new hotels previously identified by the ~~sellers (the "Dream Acquisition").~~sellers.

We closed on the transaction on February 2, 2023 and paid $125 million of cash. Upon acquisition, we recorded a $107 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 includes assumptions and judgments regarding the discount rate, estimated probability of achieving the milestones, and expected timing of payments, which are primarily Level Three assumptions. ~~The contingent consideration liability is remeasured at fair value on a quarterly basis (see Note 12).~~

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Net assets acquired were determined as follows:


Cash paid	$	125
Fair value of contingent consideration	107
Net assets acquired	$	232

The acquisition includes management and license agreements for both operating and additional hotels that are expected to open in the future, primarily across North America, and the affiliated trade names for three lifestyle hotel brands. Following the acquisition date, fee revenues and operating expenses of Dream Hotel Group were

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recognized on our condensed consolidated statements of income and were insignificant for the ~~three months ended September 30, 2023. For the~~ period from the acquisition date through ~~September 30, 2023, total revenues attributable to Dream Hotel Group were $5 million and the net income attributable to Dream Hotel Group was $3 million.~~March 31, 2023.

Our condensed consolidated balance ~~sheet~~sheets at ~~September 30,~~both March 31, 2024 and December 31, 2023 ~~reflects preliminary~~reflect 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 ~~are~~were estimated using either discounted future cash flow models or the relief from royalty method, both of which include revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three assumptions. The remaining assets and liabilities were recorded at their carrying values, which approximate their fair values.

During the ~~second and third quarters of~~year ended December 31, 2023, the fair values of certain assets acquired and liabilities assumed were ~~revised.~~finalized. The measurement period adjustments primarily resulted from the refinement of certain assumptions, including contract terms 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. Measurement period adjustments recorded on our condensed consolidated balance sheet at ~~September 30,~~December 31, 2023 include a ~~$20~~$21 million decrease in intangibles, net with a corresponding increase to goodwill. For the period from the acquisition date through September 30, 2023, we recognized an insignificant reduction of amortization expense on our condensed consolidated statements of income that would have been recognized during the six months ended June 30, 2023, if the measurement period adjustments would have been made as of the acquisition date.

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


Receivables	$	1
Goodwill (1)	6162
Indefinite-lived intangibles (2)	2120
Management agreement intangibles (3)	143
Other intangibles (2)	7
Total assets acquired	$	233

Long-term contract liabilities	$	1
Total liabilities assumed	$	1
Total net assets acquired attributable to Hyatt Hotels Corporation	$	232

(1) The goodwill, which is tax deductible and recorded on the ~~Americas~~ management and franchising segment, is attributable to the growth opportunities we expect to realize by expanding our lifestyle offerings and providing global travelers with an increased number of elevated hospitality experiences.

(2) Includes intangible assets related to the Dream Hotels, The Chatwal, and Unscripted Hotels brand names. Certain brand names are amortized over useful lives of 20 years.

(3) Amortized over useful lives of approximately 9 to 22 years, with a weighted-average useful life of approximately 17 years.

During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023, we recognized ~~an insignificant amount and~~ $7 million ~~respectively,~~ of transaction costs, primarily related to regulatory, financial advisory, and legal fees, in other income (loss), net on our condensed consolidated statements of income (see Note 18).

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Dispositions

Hyatt Regency ~~Irvine~~Aruba Resort Spa and Casino—During the three months ended ~~September 30, 2022,~~March 31, 2024, we ~~acquired~~sold the shares of the entities that own Hyatt Regency ~~Irvine from an unrelated third party for $135 million, net of closing costs~~Aruba Resort Spa and proration adjustments. Upon completion of the asset acquisition, we recorded $135 million of property and equipment within our owned and leased hotels segment on our condensed consolidated balance sheet.

~~Dispositions~~

~~Destination Residential Management—During the three months ended September 30, 2023, we sold our interests in the entities which own the Destination Residential Management business~~Casino to an unrelated third party and accounted for $2the transaction as an asset disposition. We received $173 million of ~~base consideration, subject to customary~~proceeds, net of cash disposed, closing costs, and proration adjustments, ~~related to working capital~~ and ~~indebtedness, and up to an additional $48~~issued a $41 million ~~of contingent consideration.~~unsecured financing receivable with a maturity date greater than one year (see Note 5). Upon sale, we entered into a long-term management agreement for the property. The ~~contingent consideration will be earned within two years following the~~ sale ~~upon the achievement of certain performance-based metrics and the extensions of certain contracts related to the rental programs and/or homeowner associations. We recorded~~resulted in a ~~$28 million contingent consideration receivable at fair value in other assets on our condensed consolidated balance sheet at September 30, 2023.~~

The fair value of the contingent consideration receivable was estimated using a Monte Carlo simulation to model the likelihood of achieving the performance-based metrics and a probability-based weighting approach to determine the likelihood of extending certain contracts. The valuation methodology includes assumptions and judgments regarding probability weighting, discount rates, operating results, and expected timing of payments, which are primarily Level Three assumptions. We will recognize changes in the carrying value of the contingent consideration receivable when realizable.

~~The transaction was accounted for as a business disposition, and we recognized a $19~~$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 during the three months ended September 30, 2023. In conjunction with the disposition, we transferred $10 million of cash to the buyer related to advanced deposits. The operating results and financial position of this business prior to the sale remain within our Americas management and franchising segment.

~~The Confidante Miami Beach~~—During the nine months ended September 30, 2022, we sold The Confidante Miami Beach to an unrelated third party for approximately $227 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 $24 million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income during the nine months ended September 30, 2022. The operating results of this hotel prior to the sale remain within our owned and leased hotels segment.

~~The Driskill~~—During the nine months ended September 30, 2022, we sold The Driskill to an unrelated third party for approximately $119 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 $51 million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income during the nine months ended September 30, 2022. The operating results of this hotel prior to the sale remain within our owned and leased hotels segment.

~~Grand Hyatt San Antonio River Walk~~—During the nine months ended September 30, 2022, we sold Grand Hyatt San Antonio River Walk to an unrelated third party and accounted for the transaction as an asset disposition. We received approximately $109 million of cash consideration, net of closing costs; a $19 million HTM debt security as additional consideration; and $18 million from the release of restricted cash held for debt service related to Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A and Contract Revenue Bonds, Senior Taxable Series 2005B (collectively, the "Series 2005 Bonds"). At the time of sale, we had $166 million of outstanding debt related to the Series 2005 Bonds, inclusive of accrued interest and net of $4 million of unamortized discounts, which was legally defeased in conjunction with the sale. Upon sale, we entered into a long-term management agreement for the property.

The sale resulted in a $137 million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income during the nine months ended September 30, 2022.March 31, 2024. In connection with the disposition, we recognized a $7$15 million goodwill impairment charge in asset impairments on our condensed consolidated statements of income during the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2024. The assets disposed represented the entirety of the reporting unit and therefore, no business operations remained to support

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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 ~~hotels~~ segment. At December 31, 2023, we classified the assets and liabilities as held for sale on our condensed consolidated balance sheet.

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Held for Sale

Park Hyatt ~~Regency Indian Wells Resort & Spa~~Zurich—During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2024, we ~~sold~~signed an asset transfer agreement to sell Park Hyatt ~~Regency Indian Wells Resort & Spa~~Zurich for a sales price of 270 million Swiss Francs ("CHF") (approximately $300 million using exchange rates as of the closing date), including CHF 41 million (approximately $45 million) of seller financing. At March 31, 2024, the related assets and liabilities were classified as held for sale within our owned and leased segment on our condensed consolidated balance sheet. Assets held for sale were $42 million, which primarily consists of $40 million of property and equipment, net, and liabilities held for sale were $7 million, of which $2 million relates to accrued expenses and other current liabilities. On April 4, 2024, we completed the sale of the property to an unrelated third party ~~for approximately $136 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 $40 million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income during the nine months ended September 30, 2022. The operating results of this hotel prior to the sale remain within our owned and leased hotels segment.agreement.

7. INTANGIBLES, NET


			March 31, 2024											March 31, 2024
				September 30, 2023						Weighted- average useful lives in years	Gross carrying value	Accumulated amortization	Net carrying value
		Weighted- average useful lives in years		Gross carrying value		Accumulated amortization		Net carrying value
Management and franchise agreement intangibles		15		$	903	$	(229)	$	674
Management and hotel services agreement and franchise agreement intangibles
Brand and other indefinite-lived intangibles	Brand and other indefinite-lived intangibles	—		625		—		625
Customer relationships intangibles	Customer relationships intangibles	8		620		(219)		401
Other intangibles	Other intangibles	9		44		(16)		28
Total	Total			$	2,192	$	(464)	$	1,728


		December 31, 2023										December 31, 2023
			December 31, 2022						Gross carrying value	Accumulated amortization	Net carrying value
			Gross carrying value		Accumulated amortization		Net carrying value
Management and franchise agreement intangibles			$	786	$	(184)	$	602
Management and hotel services agreement and franchise agreement intangibles
Brand and other indefinite-lived intangibles	Brand and other indefinite-lived intangibles		593		—		593
Customer relationships intangibles	Customer relationships intangibles		608		(145)		463
Other intangibles	Other intangibles		22		(12)		10
Total	Total		$	2,009	$	(341)	$	1,668

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Amortization expense $ 44 $ 45 $ 133 $ 156


	Three Months Ended March 31,
	2024		2023
Amortization expense	$	36	$	44

During the three and nine months ended September 30, 2023, we recognized $5 million and $12 million, respectively, of impairment charges, and during the three and nine months ended September 30, 2022, we recognized $9 million and $12 million, respectively, of impairment charges in asset impairments on our condensed consolidated statements of income. The impairment charges were primarily related to management and franchise agreement intangibles and were a result of contract terminations within our Apple Leisure Group segment.

8. OTHER ASSETS


	March 31, 2024		December 31, 2023
Management and hotel services agreement and franchise agreement assets constituting payments to customers (1)	$	884	$	896
Marketable securities held to fund the loyalty program (Note 4)	595		495
Marketable securities held to fund rabbi trusts (Note 4)	526		489
Common shares in Playa N.V. (Note 4)	118		105
Long-term investments (Note 4)	96		96
Marketable securities held for captive insurance company (Note 4)	77		86

Deferred costs related to the paid membership program	—		194
Other	130		116
Total other assets	$	2,426	$	2,477
(1) Includes cash consideration as well as other forms of consideration provided, such as debt repayment or performance guarantees.

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~~8. OTHER ASSETS~~

September 30, 2023 December 31, 2022
Management and franchise agreement assets constituting payments to customers (1) $ 817 $ 699
Marketable securities held to fund the loyalty program (Note 4) 477 406
Marketable securities held to fund rabbi trusts (Note 4) 449 420
Deferred costs related to the paid membership program 172 106
Long-term investments (Note 4) 93 77
Common shares in Playa N.V. (Note 4) 88 79
Marketable securities held for captive insurance company (Note 4) 83 93
Long-term restricted cash 4 37
Other 119 112
Total other assets $ 2,302 $ 2,029
(1) Includes cash consideration as well as other forms of consideration provided, such as debt repayment or performance guarantees.

9. DEBT

At ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had $3,055 million and ~~$3,113~~$3,056 million, respectively, of total debt, which included $6$751 million, ~~and $660 million, respectively,~~in both periods, recorded in current maturities of long-term debt on our condensed consolidated balance sheets.

Senior Notes Repurchases—During the three months ended ~~September 30,~~March 31, 2023, we ~~issued $600~~repurchased $13 million of 5.750% senior notes due 2027 (the "2027 Notes") at an issue price of 99.975%. We received approximately $596 million of net proceeds from the sale, after deducting $4 million of underwriting discounts and other offering expenses, which was used, together with cash on hand, to repay the outstanding balance on the $700 million of 1.300%our senior notes due 2023 ~~(the "2023 Notes"), as described below. Interest is payable semi-annually on January 30 and July 30 of each year.~~

During the three months ended September 30, 2023, we repaid the 2023 Notes, of which there was $638 million outstanding, at maturity for approximately $642 million, inclusive of $4 million of accrued interest. Additionally, during the nine months ended September 30, 2023, we repurchased $18 million of the 2023 Notes in the open market.

Revolving Credit Facility—During the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and March 31, 2023, ~~and September 30, 2022,~~ we had no borrowings or repayments on our revolving credit facility in effect for each of the respective periods. At both ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had no balance outstanding. At ~~September 30, 2023,~~March 31, 2024, we had $1,496 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 notes below (collectively, the "Senior Notes") and other long-term debt, excluding finance leases.

•$750 million of 1.800% senior notes due 2024

•$450 million of 5.375% senior notes due 2025

•$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

•$450 million of 5.750% senior notes due 2030

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. We classified our other debt instruments and revolving credit facility, if applicable, as Level Three based on the lack of available market data. The primary

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sensitivity in these models is based on the selection of appropriate discount rates. Fluctuations in our assumptions ~~could~~will result in different estimates of fair value.

September 30, 2023
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) $ 3,063 $ 2,973 $ — $ 2,944 $ 29


	March 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 (1)	$	3,062	$	3,053	$	—	$	3,025	$	28

(1) Excludes $6$5 million of finance lease obligations and ~~$14~~$12 million of unamortized discounts and deferred financing fees.

December 31, 2022
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) $ 3,121 $ 3,006 $ — $ 2,976 $ 30


	December 31, 2023
	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)	$	3,063	$	3,062	$	—	$	3,032	$	30

(2) Excludes $7$6 million of finance lease obligations and ~~$15~~$13 million of unamortized discounts and deferred financing fees.

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10. OTHER LONG-TERM LIABILITIES


		September 30, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
Deferred compensation plans funded by rabbi trusts (Note 4)	Deferred compensation plans funded by rabbi trusts (Note 4)	$	449	$	420
Income taxes payable	Income taxes payable	403		339
Guarantee liabilities (Note 12)	Guarantee liabilities (Note 12)	121		124
Contingent consideration liability (Note 12)	Contingent consideration liability (Note 12)	107		—
Self-insurance liabilities (Note 12)
Deferred income taxes (Note 11)	Deferred income taxes (Note 11)	82		72
Self-insurance liabilities (Note 12)		72		68

Other	Other	61		54
Other
Other
Total other long-term liabilities	Total other long-term liabilities	$	1,295	$	1,077

11. ~~INCOME~~ TAXES

The provision for income taxes for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and March 31, 2023 was ~~$33~~$19 million and ~~$107~~$47 million, ~~respectively, compared to the provision for income taxes of $35 million and $143 million for the three and nine months ended September 30, 2022,~~ respectively. The decrease in the provision for income taxes for the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, compared to the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, was primarily ~~driven~~due to a non-cash tax benefit as a result of the release of a valuation allowance on certain foreign deferred tax assets. This decrease was partially offset by ~~sales~~the earnings impact from both the sale of Hyatt Regency ~~Indian Wells~~Aruba Resort & Spa ~~Grand Hyatt San Antonio River Walk, The Driskill,~~ and ~~The Confidante Miami Beach in 2022.~~Casino and the UVC Transaction recognized during the three months ended March 31, 2024.

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 ~~("IRS")~~ 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 issue currently in 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 that preceded 2009. The Company is evaluating the Tax Court's decision and potential appeal options. In order to appeal the Tax Court's ruling, the Company would be required to pay the tax liability and interest related to the 2009 through 2011 tax years as determined by the Tax Court, which is estimated to be $5$2 million. If the Company were to appeal and the Tax Court's opinion is upheld on appeal, the estimated income tax payment due for the subsequent years 2012 through ~~2023~~2024 is ~~$211~~$236 million, including ~~$30~~$35 million of estimated interest, net of federal benefit. We believe we have an adequate uncertain tax liability recorded in accordance with Accounting Standards Codification 740, Income Taxes, 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, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, total unrecognized tax benefits recorded in other long-term liabilities on our condensed consolidated balance sheets were ~~$301~~$289 million and ~~$253~~$301 million, respectively, of which

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~~$129~~ $92 million and ~~$102~~$120 million, respectively, would impact the effective tax rate, if recognized. 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 ~~tax~~ benefits within the next 12 months.

Through a prior acquisition, we assumed an assessment of additional corporate income tax related to disallowed deductions taken on historical tax returns from the Mexican tax authorities that was in process of being appealed. During the three months ended March 31, 2024, we appealed the assessment to a higher court. Our filing position is more likely than not to be sustained, and therefore, we do not have an uncertain tax liability recorded for this matter. At March 31, 2024, the unrecognized tax liability is approximately $37 million.

Further, the Mexican tax authorities disallowed credits taken on historical tax returns, resulting in additional value added tax. In accordance with Accounting Standards Codification 450, Contingencies, we have not recorded a liability in connection with this matter as we do not believe a loss is probable. At March 31, 2024, our maximum exposure is not expected to exceed $14 million.

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12. 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, 2023,~~March 31, 2024, we are committed, under certain conditions, to lend, provide certain consideration to, or invest in various business ventures up to ~~$351~~$462 million, net of any related letters of credit.

Performance Guarantees—Certain of our contractual agreements with third-party ~~hotel~~ 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, 2023,~~March 31, 2024, our performance guarantees had ~~$108~~$98 million of remaining maximum exposure and expire between ~~2023~~2024 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 ~~2023~~2027 and 2045. Contract terms within certain management and hotel services agreements limit our exposure, and therefore, we are unable to reasonably estimate our maximum potential future payments.

At ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had ~~$94~~$93 million and ~~$108~~$99 million, respectively, of total performance guarantee liabilities, which included ~~$88~~$85 million and ~~$96~~$91 million, respectively, recorded in other long-term ~~liabilities~~liabilities. At both March 31, 2024 and $6December 31, 2023, we had $8 million ~~and $12 million, respectively,~~ recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

Additionally, we enter into certain management ~~contracts~~and hotel services agreements where we have the right, but not an obligation, to make payments to certain hotel owners if their hotels do not achieve specified levels of operating profit. If we choose not to fund the shortfall, the hotel owner has the option to terminate the ~~management~~ contract. At ~~both September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had no amount and an insignificant amount, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets related to these performance cure payments.

Debt Repayment Guarantees—We enter into various debt repayment guarantees 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	Geographical region	Maximum potential future payments (1)		Maximum exposure net of recoverability from third parties (1)		Other long-term liabilities recorded at September 30, 2023		Other long-term liabilities recorded at December 31, 2022		Year of guarantee expiration
United States (2), (3)		$	110	$	41	$	8	$	3	various, through 2027
All foreign (2), (4)		200		178		25		25		various, through 2031
Geographical region
Geographical region												Maximum potential future payments (1)		Maximum exposure net of recoverability from third parties (1)		Other long-term liabilities recorded at March 31, 2024		Other long-term liabilities recorded at December 31, 2023		Year of guarantee expiration (2)
United States (3), (4)											United States (3), (4)	$	140	$	41	$	27	$	30	various, through 2027
All foreign (3), (5)											All foreign (3), (5)	84		62		15		21		various, through 2034
Total	Total	$	310	$	219	$	33	$	28

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

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

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

~~(3)~~(4) Certain agreements give us the ability to assume control of the property if defined funding thresholds are met or if certain events occur.

~~(4)~~(5) Under a certain debt repayment ~~guarantees~~guarantee associated with hotel properties in India, we have the contractual right to recover amounts funded from an unconsolidated hospitality venture, which is a related party, and therefore, we expect our maximum exposure for ~~these guarantees~~this guarantee to be approximately ~~$83~~$25 million, taking into account our partner's 50% ~~ownership interest in the unconsolidated hospitality venture. Under certain events or conditions, we have the right to force the sale of the properties in order to recover amounts funded.~~reimbursement commitment.

At ~~September 30, 2023,~~March 31, 2024, we are not aware, nor have we received any notification, that our third-party owners, franchisees, or unconsolidated hospitality ventures ~~third-party owners, or franchisees~~ 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 $170 million related to certain guarantees as a result of the UVC Transaction (see Note 4). At March 31, 2024, we had $82 million of guarantee liabilities recorded in other long-term liabilities on our condensed consolidated balance sheet associated with these guarantees.

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Guarantee Liabilities Fair Value—We estimated the fair value of our guarantees to be ~~approximately $139~~$228 million and ~~$124~~$148 million at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, 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—We may pay up to an additional $175 million of contingent consideration through 2028 as a result of ~~the~~our acquisition of Dream ~~Acquisition~~Hotel Group (see Note 6). At ~~September 30, 2023,~~March 31, 2024, we had $174 million of potential future consideration remaining. The contingent consideration liability, which is remeasured at fair value on a recurring basis and is classified as Level Three in the fair value hierarchy, is recorded in ~~other-long term~~other long-term liabilities on our condensed consolidated balance ~~sheets (see Note 10).~~sheets. The following table summarizes the ~~changes~~change in fair value ~~which are~~ recognized in other income (loss), net on our condensed consolidated statements of ~~income (see Note 18):~~income:


	~~2023~~
~~Fair value as of acquisition date~~	$	~~107~~
~~Change in fair value~~	~~(1)~~
~~Fair value at June 30~~	$	~~106~~
~~Change in fair value~~	2
~~Payments~~	~~(1)~~
~~Fair value at September 30~~	$	~~107~~


	2024		2023
Fair value at January 1	$	115	$	—
Fair value as of acquisition date (Note 6)	—		107
Change in fair value (Note 18)	(4)		—
Fair value at March 31 (Note 10)	$	111	$	107

Insurance—We obtain ~~commercial~~ insurance for potential losses from general liability, property, automobile, aviation, environmental, workers' compensation, employment practices, ~~liability,~~ crime, cyber, and other miscellaneous risks. A portion of ~~the risk~~these risks is retained through a U.S.-based and licensed captive insurance company that is a wholly owned subsidiary of Hyatt and generally insures our deductibles and retentions. Reserve requirements are established based on actuarial projections of ultimate losses. Reserves for losses in our captive insurance company to be paid within 12 months are ~~$42 million and $39~~$41 million at ~~September 30, 2023~~both March 31, 2024 and December 31, ~~2022, respectively,~~2023 and are recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets. Reserves for losses in our captive insurance company to be paid in future periods are ~~$72~~$74 million and ~~$68~~$73 million at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, and are recorded in other long-term liabilities on our condensed consolidated balance sheets (see Note 10).

Collective Bargaining Agreements—At ~~September 30, 2023,~~March 31, 2024, approximately 21% of our U.S.-based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment, and orderly settlement of labor disputes. Certain employees are covered by union-sponsored, multi-employer pension and health plans pursuant to agreements between various unions and us. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe our employee relations are good.

Surety and Other Bonds—Surety and other bonds issued on our behalf were ~~$254~~$246 million at ~~September 30, 2023~~March 31, 2024 and primarily relate to our insurance programs, litigation, taxes, licenses, ~~construction~~ liens, and utilities for our lodging operations.

Letters of Credit—Letters of credit outstanding on our behalf at ~~September 30, 2023~~March 31, 2024 were ~~$260~~$157 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 certain debt repayment guarantees, which are only called on if the borrower defaults on its obligations or we default on our guarantees. Of the letters of credit outstanding, $4 million reduces the available capacity under our revolving credit facility (see Note 9).

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

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

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

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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

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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, from time to time, to various claims and contingencies related to lawsuits, taxes (see Note 11), and environmental matters, as well as commitments under contractual obligations. Many of these claims are covered under our current insurance programs, subject to deductibles. Although the ultimate liability for these matters cannot be determined at this point, based on information currently available, we do not expect the ultimate resolution of such claims and litigation to have a material effect on our condensed consolidated financial statements.

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, 2023,~~March 31, 2024, our maximum exposure is not expected to exceed ~~$18~~$19 million.

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13. EQUITY

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of ~~insignificant~~ tax impacts, were as follows:
Balance at
July 1, 2023 Current period other comprehensive income (loss) before reclassification Amount reclassified from accumulated other comprehensive loss
Balance at
September 30, 2023
Foreign currency translation adjustments $ (168) $ (26) $ — $ (194)
AFS debt securities unrealized fair value adjustments (1) (11) 2 3 (6)
Derivative instrument adjustments (2) (27) 1 2 (24)
Accumulated other comprehensive loss $ (206) $ (23) $ 5 $ (224)
(1) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in other income (loss), net related to marketable securities held for our captive insurance company (see Note 18).
(2) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.
Balance at
January 1, 2023 Current period other comprehensive income (loss) before reclassification Amount reclassified from accumulated other comprehensive loss
Balance at
September 30, 2023
Foreign currency translation adjustments $ (202) $ 8 $ — $ (194)
AFS debt securities unrealized fair value adjustments (3) (11) 2 3 (6)
Derivative instrument adjustments (4) (29) 1 4 (24)
Accumulated other comprehensive loss $ (242) $ 11 $ 7 $ (224)
(3) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in other income (loss), net related to marketable securities held for our captive insurance company (see Note 18).
(4) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks. We expect to reclassify $6 million of losses over the next 12 months.

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Balance at
July 1, 2022 Current period other comprehensive income (loss) before reclassification Amount reclassified from accumulated other comprehensive loss Balance at
September 30, 2022
Foreign currency translation adjustments $ (219) $ (22) $ — $ (241)
AFS debt securities unrealized fair value adjustments (11) (5) — (16)
Pension liabilities adjustment (4) — — (4)
Derivative instrument adjustments (5) (31) — 2 (29)
Accumulated other comprehensive loss $ (265) $ (27) $ 2 $ (290)
(5) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.
Balance at
January 1, 2022 Current period other comprehensive income (loss) before reclassification Amount reclassified from accumulated other comprehensive loss Balance at
September 30, 2022
Foreign currency translation adjustments (6) $ (206) $ (40) $ 5 $ (241)
AFS debt securities unrealized fair value adjustments (1) (15) — (16)
Pension liabilities adjustment (4) — — (4)
Derivative instrument adjustments (7) (34) — 5 (29)
Accumulated other comprehensive loss $ (245) $ (55) $ 10 $ (290)
(6) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in equity earnings (losses) from unconsolidated hospitality ventures related to the disposition of our ownership interest in an unconsolidated hospitality venture (see Note 4).
(7) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.


	Balance at January 1, 2024		Current period other comprehensive loss before reclassification		Amount reclassified from accumulated other comprehensive loss		Balance at March 31, 2024
Foreign currency translation adjustments (1)	$	(156)	$	(21)	$	3	$	(174)
AFS debt securities unrealized fair value adjustments	4		(3)		—		1
Pension liabilities adjustments (2)	—		—		(1)		(1)
Derivative instrument adjustments (3)	(23)		(1)		1		(23)
Accumulated other comprehensive loss	$	(175)	$	(25)	$	3	$	(197)
(1) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in equity earnings (losses) from unconsolidated hospitality ventures related to the dilution of our ownership interest in an unconsolidated hospitality venture in India (Note 4).
(2) The amount reclassified from accumulated other comprehensive loss primarily included realized gains recognized in gains on sales of real estate and other related to the UVC Transaction (Note 4).
(3) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks. We expect to reclassify $5 million of losses, net of insignificant tax impacts, over the next 12 months.









	Balance at January 1, 2023		Current period other comprehensive income before reclassification		Amount reclassified from accumulated other comprehensive loss		Balance at March 31, 2023
Foreign currency translation adjustments	$	(202)	$	15	$	—	$	(187)
AFS debt securities unrealized fair value adjustments	(11)		3		—		(8)

Derivative instrument adjustments (4)	(29)		—		1		(28)
Accumulated other comprehensive loss	$	(242)	$	18	$	1	$	(223)
(4) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.

Share Repurchases—On December 18, 2019 and May 10, 2023, our board of directors authorized repurchases of up to $750 million and $1,055 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 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 common stock repurchase program does not obligate us to repurchase any dollar amount or number of shares of common stock, and the program may

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be suspended or discontinued at any time. At ~~September 30, 2023,~~March 31, 2024, we had ~~$1.3 billion~~$773 million remaining under the ~~combined~~total share repurchase ~~authorizations.~~authorization.

During the ~~nine~~three months ended ~~September 30,~~March 31, 2024, we repurchased 2,515,656 shares of Class A and Class B common stock. The shares of common stock were repurchased at a weighted-average price of $154.09 per share for an aggregate purchase price of $388 million, excluding insignificant related 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 retired (see Note 15).

During the three months ended March 31, 2023, we repurchased ~~3,233,926~~1,018,931 shares of Class A common stock. The shares of common stock were repurchased at a weighted-average price of ~~$110.72~~$104.50 per share for an aggregate purchase price of ~~$358~~$106 million, excluding insignificant related expenses. The shares repurchased included the repurchase of 106,116 shares for $9 million, which was initiated prior to December 31, 2022, ~~and~~but settled during the ~~nine~~three months ended ~~September 30,~~March 31, 2023. At December 31, 2022, the $9 million share repurchase liability was recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheet. The shares repurchased during the nine months ended September 30, 2023 represented approximately 3% of our total shares of common stock outstanding at December 31, 2022. The shares of Class A common stock repurchased in the open market were retired and returned

In addition to the ~~status~~aforementioned share repurchases, we initiated the repurchase of ~~authorized and unissued shares.~~

~~During~~73,368 shares for $8 million prior to March 31, 2023, but did not settle the nine months ended September 30, 2022, we repurchased 3,075,891 shares of Class A common stock. The shares of common stock were repurchased at a weighted-average price of $85.56 per share for an aggregate purchase price of $263 million, excluding insignificant related expenses. The shares repurchased during the nine months ended September 30, 2022 represented approximately 3% of our total shares of common stock outstanding at December 31, 2021.

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repurchases until April 2023.

Dividend—The following tables summarize dividends ~~paid~~declared to Class A and Class B ~~shareholders~~stockholders of record:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Class A common stock
Class A common stock
Class A common stock	Class A common stock	$	7	$	—	$	14	$	—
Class B common stock	Class B common stock	9		—		18		—
Total cash dividends paid		$	16	$	—	$	32	$	—
Class B common stock
Class B common stock
Total cash dividends declared
Total cash dividends declared
Total cash dividends declared

Date declared

Dividend per share amount for Class A and Class B

Date of record

Date paid

~~May 11, 2023~~February 14, 2024

0.15

~~May 30, 2023~~February 28, 2024

~~June~~March 12, ~~2023~~2024

~~August 3, 2023~~

~~0.15~~

~~August 25, 2023~~

~~September 8, 2023~~

14. STOCK-BASED COMPENSATION

As part of our Long-Term Incentive Plan, we award time-vested stock appreciation rights ("SARs"), time-vested restricted stock units ("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 (i) 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 ~~hotel~~ owners and are recognized in revenues for ~~the reimbursement of~~reimbursed costs ~~incurred on behalf of managed~~ and ~~franchised properties and~~reimbursed costs ~~incurred on behalf of managed and franchised properties~~ on our condensed consolidated statements of income and (ii) insignificant amounts related to employees of our owned and leased hotels recognized in owned and leased ~~hotels~~ expenses on our condensed consolidated statements of income. Stock-based compensation expense recognized in ~~selling,~~ general and administrative expenses, distribution expenses, and ~~distribution and destination management expenses~~integration costs on our condensed consolidated statements of income related to these awards was as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
SARs
SARs
SARs	SARs	$	1	$	—	$	12	$	11
RSUs	RSUs	7		6		32		30
RSUs
RSUs
PSUs
PSUs
PSUs	PSUs	4		1		16		6
Total	Total	$	12	$	7	$	60	$	47
Total
Total

SARs—During the ~~nine~~three months ended ~~September 30,~~March 31, 2024, we granted 219,570 SARs to employees with a weighted-average grant date fair value of $68.83. During the three months ended March 31, 2023, we granted 284,912 SARs to employees with a weighted-average grant date fair value of $48.54. ~~During the nine months ended September 30, 2022, we granted 359,113 SARs to employees with a weighted-average grant date fair value of $37.56.~~

RSUs—During the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, we granted ~~469,981~~280,081 RSUs to employees and non-employee directors with a weighted-average grant date fair value of ~~$111.07.~~$156.91. During the ~~nine~~three months ended ~~September 30, 2022,~~

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March 31, 2023, we granted ~~539,818~~405,464 RSUs to employees and non-employee directors with a weighted-average grant date fair value of ~~$91.81.~~$111.70.

PSUs—During the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and March 31, 2023, we ~~granted 133,383~~did not grant any PSUs to employees with a weighted-average grant date fair value of $120.64. During the nine months ended September 30, 2022, we granted 176,756 PSUs to employees with a weighted-average grant date fair value of $81.14.under our LTIP.

Our total unearned compensation for our stock-based compensation programs at ~~September 30, 2023~~March 31, 2024 was $3$4 million for SARs, ~~$36~~$48 million for RSUs, and ~~$25~~$17 million for PSUs, which will be recognized in ~~selling,~~ general and administrative expenses, distribution expenses, and ~~distribution and destination management expenses~~integration costs over a weighted-average period of ~~2 years.~~two years with respect to SARs and PSUs and three years with respect to RSUs.

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15. 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 ~~2023~~2024 and ~~2022~~2023 is the brother-in-law of our Executive Chairman. During the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and March 31, 2023, we incurred $3$6 million and ~~$10 million, respectively, of legal fees with this firm. During the three and nine months ended September 30, 2022, we incurred~~ $4 ~~million and $10~~ million, respectively, of legal fees with this firm. At ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had $3$6 million and ~~insignificant amounts,~~$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 ~~license~~royalty fees. We recognized $5$15 million and $7$6 million of ~~fees~~fee revenues during the three months ended ~~September 30,~~March 31, 2024 and March 31, 2023, ~~and September 30, 2022,~~ respectively. ~~During both the nine months ended September 30, 2023 and September 30, 2022, we recognized $17 million of fees.~~ In addition, in some cases we provide loans (see Note 5) or guarantees (see Note 4 and Note 12) to these entities. During the three months ended ~~September 30,~~March 31, 2024 and March 31, 2023, ~~and September 30, 2022,~~ we recognized $1 million and $2 million, respectively, of income related to these guarantees. ~~During the nine months ended September 30, 2023 and September 30, 2022, we recognized $4 million and $5 million, respectively, of income related to these guarantees.~~ At ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had ~~$38~~$74 million and ~~$33~~$43 million, respectively, of net receivables due from these ~~properties,~~entities, inclusive of $44 million and $21 million, ~~in both periods,~~respectively, classified as financing receivables on our condensed consolidated balance sheets. Our ownership interest in these unconsolidated hospitality ventures varies from ~~24%~~20% to 50%.

In addition to the aforementioned fees, we provide ~~system-wide~~ services related to sales and revenue management, marketing, global property and guest services (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 ~~hotel~~ owners and franchisees and are recognized in revenues for ~~the reimbursement of~~reimbursed costs ~~incurred on behalf of managed~~ and ~~franchised properties and~~reimbursed costs ~~incurred on behalf of managed and franchised properties~~ on our condensed consolidated statements of income.

Class B Share Conversion—During the ~~nine~~three months ended ~~September 30, 2022, 635,522~~March 31, 2024, 766,296 shares 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 three months ended March 31, 2024, we repurchased 1,987,229 shares of Class B common stock at a weighted-average price of $156.67 per share, for an aggregate purchase price of approximately $312 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 subsequent to March 31, 2024, thereby reducing the shares of Class B common stock authorized and outstanding by the repurchased share amount.

16. 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")~~CODM to assess performance and make decisions regarding the allocation of resources. Our CODM is our President and Chief Executive Officer. Effective January 1, 2023, we changed the strategic and operational oversight for our properties located in the Indian subcontinent. Revenues associated with these properties are now reported in the ASPAC management and franchising segment. The segment changes have been reflected retrospectively for the three and nine months ended September 30, 2022. We define our 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

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Unlimited Vacation Club following the UVC Transaction. This segment also includes revenues for reimbursed costs 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. The intersegment revenues relate to management fees earned from our owned and leased hotels and commission fees earned from certain ALG Vacations bookings, both of which are eliminated in consolidation.

•Owned and leased ~~hotels~~—This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations, and for purposes of segment Adjusted EBITDA, includes our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA, based on our ownership percentage of each venture. Adjusted EBITDA includes intercompany ~~expenses related to~~ management ~~fees~~fee expenses paid to ~~the Company's~~our management and franchising ~~segments,~~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.

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•~~Americas management and franchising~~—This segment derives its earnings primarily from a combination of hotel management services and licensing of our portfolio of brands to franchisees located in the United States, Canada, the Caribbean, Mexico, Central America, and South America, as well as revenues from the Destination Residential Management business, which was sold during the three months ended September 30, 2023 (see Note 6). This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These reimbursed costs relate primarily to payroll at managed properties where the Company is the employer, as well as costs associated with sales, reservations, digital and technology, digital media, and marketing services (collectively, "system-wide services") and the loyalty program operated on behalf of owners of managed and franchised properties. The intersegment revenues relate to management fees earned from the Company's owned and leased hotels and are eliminated in consolidation.

•~~ASPAC management and franchising~~—This segment derives its earnings primarily from a combination of hotel management services and licensing of our portfolio of brands to franchisees located in Greater China, East and Southeast Asia, the Indian subcontinent, and Oceania. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These reimbursed costs relate primarily to system-wide services and the loyalty program operated on behalf of owners of managed and franchised properties.

•~~EAME management and franchising~~—This segment derives its earnings primarily from a combination of hotel management services and licensing of our portfolio of brands to franchisees located in Europe, Africa, the Middle East, and Central Asia. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These reimbursed costs relate primarily to system-wide services and the loyalty program operated on behalf of owners of managed and franchised properties. The intersegment revenues relate to management fees earned from the Company's owned and leased hotels and are eliminated in consolidation.

•~~Apple Leisure Group ("ALG")~~Distribution—This segment derives its earnings from distribution and destination management services offered through ALG ~~Vacations; management~~Vacations and ~~marketing services primarily for all-inclusive ALG resorts located in Mexico,~~ the ~~Caribbean, Central America, South America,~~boutique and ~~Europe; 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 ~~ALG~~certain all-inclusive resorts in Mexico, the Caribbean, and Central America. ~~This segment's revenues also~~Adjusted EBITDA includes intercompany commission fee expenses paid to our management and franchising segment, which are eliminated in consolidation.

Within overhead, we include ~~the reimbursement of costs incurred on behalf of managed and franchised properties. These reimbursed costs relate to certain system-wide services provided on behalf of owners of ALG resorts.~~unallocated corporate expenses.

Our CODM evaluates performance based on gross fee revenues; owned and leased ~~hotels revenues; management, franchise, license, and other fees~~ revenues; distribution ~~and destination management~~ revenues; other revenues; and Adjusted EBITDA. Our CODM does not evaluate our operating segments using discrete asset information. Adjusted EBITDA, as we define it, is a non-GAAP measure. We define Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA based on our ownership percentage of each owned and leased venture, adjusted to exclude interest expense; benefit (provision) for income taxes; depreciation and amortization; amortization of management and hotel services agreement and franchise agreement assets and performance cure payments, which constitute payments to customers ("Contra revenue"); revenues for ~~the reimbursement of~~reimbursed costs; reimbursed costs ~~incurred on behalf of managed and franchised properties; costs incurred on behalf of managed and franchised properties~~ that we intend to recover over the long term; equity earnings (losses) from unconsolidated hospitality ventures; stock-based compensation expense; gains (losses) on sales of real estate and other; asset impairments; and other income (loss), net.

The table below shows summarized consolidated financial information by segment. Included within corporate and other are the results related to our co-branded credit card programs, the results of Mr & Mrs Smith, and unallocated corporate expenses.

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Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Owned and leased hotels
Owned and leased hotels revenues $ 318 $ 300 $ 981 $ 912
Intersegment revenues (1) 8 7 23 21
Adjusted EBITDA 64 66 222 219
Depreciation and amortization 45 45 136 141
Americas management and franchising
Management, franchise, license, and other fees revenues 137 127 412 354
Contra revenue (7) (5) (19) (17)
Other revenues 20 28 83 91
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties 659 614 1,986 1,632
Intersegment revenues (1) 10 9 34 30
Adjusted EBITDA 114 114 355 316
Depreciation and amortization 7 5 20 16
ASPAC management and franchising
Management, franchise, license, and other fees revenues 42 30 122 67
Contra revenue (1) (1) (3) (3)
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties 39 43 115 114
Adjusted EBITDA 28 18 90 34
Depreciation and amortization — — 1 1
EAME management and franchising
Management, franchise, license, and other fees revenues 22 26 64 57
Contra revenue (3) (2) (9) (6)
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties 26 21 72 57
Intersegment revenues (1) 3 3 7 6
Adjusted EBITDA 16 18 44 32
Apple Leisure Group
Owned and leased hotels revenues 19 16 26 20
Management, franchise, license, and other fees revenues 38 40 113 106
Contra revenue (1) (1) (3) (1)
Distribution and destination management revenues 222 244 823 746
Other revenues 50 37 134 104
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties 30 27 94 82
Adjusted EBITDA 50 78 178 188
Depreciation and amortization 40 40 119 142
Corporate and other
Revenues 32 16 79 43
Intersegment revenues (1) (1) — (1) (2)
Adjusted EBITDA (25) (42) (102) (114)
Depreciation and amortization 8 6 21 20
Eliminations
Revenues (1) (20) (19) (63) (55)
Adjusted EBITDA — — 1 1
TOTAL
Revenues $ 1,622 $ 1,541 $ 5,007 $ 4,303
Adjusted EBITDA 247 252 788 676
Depreciation and amortization 100 96 297 320
(1) Intersegment revenues are included in management, franchise, license, and other fees revenues, owned and leased hotels revenues, and other revenues and eliminated in Eliminations.
Summarized consolidated financial information by segment was as follows:


	Three Months Ended March 31, 2024
	Management and franchising		Owned and leased		Distribution		Overhead		Eliminations		Total
Base management fees	$	107	$	—	$	—	$	—	$	(9)	$	98
Incentive management fees	68		—		—		—		(4)		64
Franchise and other fees	102		—		—		—		(2)		100
Gross fees	277		—		—		—		(15)		262
Contra revenue	(13)		—		—		—		—		(13)
Net fees	264		—		—		—		(15)		249
Rooms and packages	—		194		—		—		(7)		187
Food and beverage	—		83		—		—		—		83
Other	—		39		—		—		—		39
Owned and leased	—		316		—		—		(7)		309
Distribution	—		—		319		—		—		319
Other revenues	9		—		26		—		—		35
Revenues for reimbursed costs	802		—		—		—		—		802
Total revenues	$	1,075	$	316	$	345	$	—	$	(22)	$	1,714

Intersegment revenues (1)	$	15	$	7	$	—	$	—	$	—	$	22
Adjusted EBITDA	$	203	$	60	$	39	$	(51)	$	1	$	252
Depreciation and amortization	$	19	$	44	$	21	$	8	$	—	$	92
(1) Intersegment revenues are included in gross fee revenues, owned and leased revenues, and other revenues and eliminated in Eliminations.


	Three Months Ended March 31, 2023
	Management and franchising		Owned and leased		Distribution		Overhead		Eliminations		Total
Base management fees	$	100	$	—	$	—	$	—	$	(9)	$	91
Incentive management fees	62		—		—		—		(5)		57
Franchise and other fees	85		—		—		—		(2)		83
Gross fees	247		—		—		—		(16)		231
Contra revenue	(10)		—		—		—		—		(10)
Net fees	237		—		—		—		(16)		221
Rooms and packages	—		198		—		—		(8)		190
Food and beverage	—		85		—		—		—		85
Other	—		39		—		—		—		39
Owned and leased	—		322		—		—		(8)		314
Distribution	—		—		328		—		—		328
Other revenues	47		—		41		—		—		88
Revenues for reimbursed costs	729		—		—		—		—		729
Total revenues	$	1,013	$	322	$	369	$	—	$	(24)	$	1,680

Intersegment revenues (1)	$	16	$	8	$	—	$	—	$	—	$	24
Adjusted EBITDA	$	184	$	71	$	58	$	(46)	$	1	$	268
Depreciation and amortization	$	19	$	46	$	27	$	6	$	—	$	98
(1) Intersegment revenues are included in gross fee revenues, owned and leased revenues, and other revenues and eliminated in Eliminations.

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


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Net income attributable to Hyatt Hotels Corporation
Net income attributable to Hyatt Hotels Corporation
Net income attributable to Hyatt Hotels Corporation	Net income attributable to Hyatt Hotels Corporation	$	68	$	28	$	194	$	161
Interest expense	Interest expense	41		38		105		116
Interest expense
Interest expense
Provision for income taxes
Provision for income taxes
Provision for income taxes	Provision for income taxes	33		35		107		143
Depreciation and amortization	Depreciation and amortization	100		96		297		320
EBITDA		242		197		703		740
Depreciation and amortization
Depreciation and amortization
Contra revenue	Contra revenue	12		9		34		27
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties		(754)		(705)		(2,267)		(1,885)
Costs incurred on behalf of managed and franchised properties		764		697		2,302		1,881
Contra revenue
Contra revenue
Revenues for reimbursed costs
Revenues for reimbursed costs
Revenues for reimbursed costs
Reimbursed costs
Reimbursed costs
Reimbursed costs
Equity (earnings) losses from unconsolidated hospitality ventures
Equity (earnings) losses from unconsolidated hospitality ventures
Equity (earnings) losses from unconsolidated hospitality ventures	Equity (earnings) losses from unconsolidated hospitality ventures	(7)		(2)		(4)		6
Stock-based compensation expense (Note 14)	Stock-based compensation expense (Note 14)	12		7		60		47
(Gains) losses on sales of real estate and other (Note 6)		(18)		1		(18)		(250)
Stock-based compensation expense (Note 14)
Stock-based compensation expense (Note 14)
Gains on sales of real estate and other (Note 4 and Note 6)
Gains on sales of real estate and other (Note 4 and Note 6)
Gains on sales of real estate and other (Note 4 and Note 6)
Asset impairments
Asset impairments
Asset impairments	Asset impairments	6		9		13		19
Other (income) loss, net (Note 18)	Other (income) loss, net (Note 18)	(24)		24		(80)		53
Other (income) loss, net (Note 18)
Other (income) loss, net (Note 18)
Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA
Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA
Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA	Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA	14		15		45		38
Adjusted EBITDA	Adjusted EBITDA	$	247	$	252	$	788	$	676
Adjusted EBITDA
Adjusted EBITDA

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17. EARNINGS PER SHARE

The calculation of basic and diluted earnings per Class A and Class B share, including a reconciliation of the numerator and denominator, is as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Numerator:
Numerator:
Numerator:	Numerator:
Net income	Net income	$	68	$	28	$	194	$	161
Net income
Net income
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	—		—		—		—
Net income attributable to Hyatt Hotels Corporation	Net income attributable to Hyatt Hotels Corporation	$	68	$	28	$	194	$	161
Net income attributable to Hyatt Hotels Corporation
Net income attributable to Hyatt Hotels Corporation
Denominator:
Denominator:
Denominator:	Denominator:
Basic weighted-average shares outstanding (1)	Basic weighted-average shares outstanding (1)	104,335,826		109,077,476		105,411,846		109,730,293
Basic weighted-average shares outstanding (1)
Basic weighted-average shares outstanding (1)
Stock-based compensation
Stock-based compensation
Stock-based compensation	Stock-based compensation	2,523,931		1,946,515		2,461,795		2,062,150
Diluted weighted-average shares outstanding (1)	Diluted weighted-average shares outstanding (1)	106,859,757		111,023,991		107,873,641		111,792,443
Basic Earnings Per Share:
Diluted weighted-average shares outstanding (1)
Diluted weighted-average shares outstanding (1)
Basic Earnings Per Class A and Class B Share:
Basic Earnings Per Class A and Class B Share:
Basic Earnings Per Class A and Class B Share:
Net income
Net income
Net income	Net income	$	0.65	$	0.25	$	1.84	$	1.46
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	—		—		—		—
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to Hyatt Hotels Corporation	Net income attributable to Hyatt Hotels Corporation	$	0.65	$	0.25	$	1.84	$	1.46
Diluted Earnings Per Share:
Net income attributable to Hyatt Hotels Corporation
Net income attributable to Hyatt Hotels Corporation
Diluted Earnings Per Class A and Class B Share:
Diluted Earnings Per Class A and Class B Share:
Diluted Earnings Per Class A and Class B Share:
Net income
Net income
Net income	Net income	$	0.63	$	0.25	$	1.80	$	1.44
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	—		—		—		—
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests
Net income attributable to Hyatt Hotels Corporation	Net income attributable to Hyatt Hotels Corporation	$	0.63	$	0.25	$	1.80	$	1.44
(1) The computations reflect a reduction in shares outstanding at September 30, 2022 for the repurchases of 189,000 shares that were initiated prior to September 30, 2022, but settled in the fourth quarter of 2022.
Net income attributable to Hyatt Hotels Corporation
Net income attributable to Hyatt Hotels Corporation
(1) The computations reflect a reduction in shares outstanding at March 31, 2023 for the repurchases of 73,368 shares that were initiated prior to March 31, 2023, but settled in the second quarter of 2023 (see Note 13).
(1) The computations reflect a reduction in shares outstanding at March 31, 2023 for the repurchases of 73,368 shares that were initiated prior to March 31, 2023, but settled in the second quarter of 2023 (see Note 13).
(1) The computations reflect a reduction in shares outstanding at March 31, 2023 for the repurchases of 73,368 shares that were initiated prior to March 31, 2023, but settled in the second quarter of 2023 (see Note 13).

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The computations of diluted earnings per Class A and Class B share for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and March 31, 2023 ~~and September 30, 2022~~ do not include the following shares of Class A common stock assumed to be issued as stock-settled SARs and RSUs because they are anti-dilutive.


		Three Months Ended September 30,		Nine Months Ended September 30,
		2023	2022	2023	2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
SARs
SARs
SARs	SARs	24,100	10,900	54,900	9,300
RSUs	RSUs	100	2,800	1,900	1,900
RSUs
RSUs

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18. OTHER INCOME (LOSS), NET


		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
		2024
		2024
		2024
Interest income
Interest income
Interest income

Unrealized gains, net (Note 4)

Unrealized gains, net (Note 4)

Unrealized gains, net (Note 4)
Guarantee amortization income (Note 12)
Guarantee amortization income (Note 12)
Guarantee amortization income (Note 12)

		Three Months Ended September 30,				Nine Months Ended September 30,
Depreciation recovery
		2023		2022		2023		2022
Interest income		$	24	$	14	$	56	$	29
Credit loss reversals (provisions), net (Note 4 and Note 5)		17		12		17		17

Depreciation recovery	Depreciation recovery	6		4		15		12
Guarantee amortization income (Note 12)		5		10		12		17
Loss on extinguishment of debt		—		—		—		(8)
Restructuring costs (1)		—		(26)		1		(26)
Transaction costs (Note 6)		(2)		—		(13)		(1)
Guarantee expense (Note 12)		(4)		(4)		(16)		(12)
Foreign currency exchange, net		(6)		(10)		(7)		(12)

Depreciation recovery
Contingent consideration liability fair value adjustment (Note 12)
Contingent consideration liability fair value adjustment (Note 12)
Contingent consideration liability fair value adjustment (Note 12)

Transaction costs (Note 6)

Unrealized gains (losses), net (Note 4)		(16)		(24)		9		(68)

Transaction costs (Note 6)

Transaction costs (Note 6)

Guarantee expense (Note 12)

Guarantee expense (Note 12)

Guarantee expense (Note 12)
Other, net
Other, net
Other, net	Other, net	—		—		6		(1)
Other income (loss), net	Other income (loss), net	$	24	$	(24)	$	80	$	(53)
(1) During the three and nine months ended September 30, 2022, we recognized $26 million of restructuring expenses for severance costs related to the planned future redevelopment of an owned hotel.
Other income (loss), net
Other income (loss), net

19. SUBSEQUENT EVENTS

On April 23, 2024, we sold Hyatt Regency San Antonio Riverwalk to an unrelated third party for approximately $230 million and entered into a long-term management agreement for the property.

On May 1, 2024, we sold Hyatt Regency Green Bay to an unrelated third party for approximately $5 million and entered into a long-term franchise agreement for the property.

On May 8, 2024, our board of directors authorized the repurchase of up to an additional $1 billion of our common stock. Following the authorization, we had approximately $1.8 billion remaining under the total share repurchase authorization.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about the Company's plans, strategies, and financial ~~performance;~~performance, and prospective or future ~~events. Forward-looking statements~~events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance, or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would," and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the factors discussed in our filings with the SEC, including our Annual Report on Form 10-K; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the rate and ~~the~~ pace of economic recovery following economic downturns; global supply chain constraints and interruptions, rising costs of construction-related labor and materials, and increases in costs due to inflation or other factors that may not be fully offset by increases in revenues in our business; risks affecting the luxury, resort, and all-inclusive lodging segments; levels of spending in business, leisure, and group segments, as well as consumer confidence; declines in occupancy and average daily rate ("ADR"); limited visibility with respect to future bookings; loss of key personnel; domestic and international political and ~~geo-political~~geopolitical conditions, including ~~the escalating conflict in Israel, Gaza, and surrounding areas, and~~ political or civil unrest or changes in trade policy; hostilities, or fear of hostilities, including future terrorist attacks, that affect travel; travel-related accidents; natural or man-made disasters, weather and climate-related events, such as earthquakes, tsunamis, tornadoes, hurricanes, droughts, floods, wildfires, oil spills, nuclear incidents, and global outbreaks of pandemics or contagious diseases, or fear of such outbreaks; the pace and consistency of recovery following the COVID-19 pandemic and the long-term effects of the pandemic, including with respect to global and regional economic activity, travel limitations or bans, the demand for travel, transient and group business, and levels of consumer confidence; the ability of third-party owners, franchisees, or hospitality venture partners to successfully navigate the impacts of the COVID-19 pandemic, any additional resurgence, or COVID-19 variants or other pandemics, epidemics or other health crises; our ability to successfully achieve certain levels of operating profits at hotels that have performance tests or guarantees in favor of our third-party owners; the impact of hotel renovations and redevelopments; risks associated with our capital allocation plans, share repurchase program, and dividend payments, including a reduction in, or elimination or suspension of, repurchase activity or dividend payments; the seasonal and cyclical nature of the real estate and hospitality businesses; changes in distribution arrangements, such as through internet travel intermediaries; changes in the tastes and preferences of our customers; relationships with colleagues and labor unions and changes in labor laws; the financial condition of, and our relationships with, third-party ~~property~~ owners, franchisees, and hospitality venture partners; the possible inability of third-party owners, franchisees, or development partners to access the capital necessary to fund current operations or implement our plans for growth; risks associated with potential acquisitions and dispositions and our ability to successfully integrate completed acquisitions with existing ~~operations, including with respect to our acquisition of Apple Leisure Group and Dream Hotel Group and the successful integration of each business;~~operations; failure to successfully complete proposed transactions (including the failure to satisfy closing conditions or obtain required approvals); our ability to successfully execute on our strategy to expand our management and hotel services and franchising business while at the same time reducing our real estate asset base within targeted timeframes and at expected values; our ability to maintain effective internal control over financial reporting and disclosure controls and procedures; declines in the value of our real estate assets; unforeseen terminations of our management and hotel services agreements or franchise agreements; changes in federal, state, local, or foreign tax law; increases in interest rates, wages, and other operating costs; foreign exchange rate fluctuations or currency restructurings; risks associated with the introduction of new brand concepts, including lack of acceptance of new brands or innovation; general volatility of the capital markets and our ability to access such markets; changes in the competitive environment in our industry, ~~including as a result of the COVID-19 pandemic,~~ industry consolidation, and the markets where we operate; our ability to successfully grow the World of Hyatt loyalty program and Unlimited Vacation Club paid membership program; cyber incidents and information technology failures; outcomes of legal or administrative proceedings; and violations of regulations or laws related to our franchising business and licensing businesses and our international operations.

These factors are not necessarily all of the important factors that could cause our actual results, performance, or achievements to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors could also harm our business, financial condition, results of operations, or cash flows. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date

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they are made, and we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

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The following discussion should be read in conjunction with the Company's condensed consolidated financial statements and accompanying Notes, which appear elsewhere in this Quarterly ~~Report on Form 10-Q.~~Report.

Executive Overview

Our portfolio of properties consists 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.

At ~~September 30, 2023,~~March 31, 2024, our hotel portfolio consisted of ~~1,310~~1,341 hotels ~~(313,257~~(323,405 rooms), including:

•~~481~~488 managed properties ~~(144,848~~(145,854 rooms), all of which we operate under management and hotel services agreements with third-party ~~property~~ owners;

•~~627~~638 franchised properties ~~(105,233~~(109,800 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties;

•~~120~~124 all-inclusive resorts ~~(38,712~~(42,412 rooms), including ~~106~~110 owned by third parties ~~(34,284~~(37,984 rooms) and operated under management ~~or marketing~~and hotel services agreements, 88 owned by a third party in which we hold common shares (~~3,153~~(3,153 rooms) and operated under franchise agreements, and 6 operating leased properties (1,275 rooms);

•2322 owned properties ~~(10,162~~(9,803 rooms), 1 finance leased property (171 rooms), and 4 operating leased properties (1,697 rooms), all of which we manage;

•22 managed properties and 2 franchised properties owned or leased by unconsolidated hospitality ventures ~~(7,575~~(7,638 rooms); and

•3040 franchised properties ~~(4,859~~(6,030 rooms) operated by an unconsolidated hospitality venture in connection with a master license agreement by Hyatt; 6 of these properties ~~(1,254~~(1,246 rooms) are leased by the unconsolidated hospitality venture.

Our property portfolio also included:

•22 vacation units (1,997 rooms) under the Hyatt Vacation Club brand and operated by third parties; and

•3839 residential units (4,323 rooms), which consist of branded residences and serviced apartments. We manage all of the serviced apartments and those branded residential units that participate in a rental program with an adjacent Hyatt-branded hotel.

Additionally, we provide certain reservation and/or loyalty program services to hotels that are unaffiliated with our hotel portfolio and operate under other ~~tradenames~~trade names or marks owned by such hotels or licensed by third parties. We also offer distribution and destination management services through ALG Vacations ~~a paid membership program through the Unlimited Vacation Club,~~ and a boutique and luxury global travel platform through Mr & Mrs Smith.

We report our consolidated operations in U.S. dollars. Amounts are reported in millions, unless otherwise noted. Percentages may not recompute due to rounding, and percentage changes that are not meaningful are presented as "NM." Constant currency disclosures used throughout Management's Discussion and Analysis of Financial Condition and Results of Operations are non-GAAP measures. See "—Non-GAAP Measures" for further discussion of constant currency disclosures. ~~We manage~~

During the quarter ending March 31, 2024, we realigned our reportable segments to align with our business ~~within five~~strategy, the organizational changes for certain members of our leadership team, and the manner in which our CODM assesses performance and makes decisions regarding the allocation of resources. A summary of our reportable segments is as ~~described below:~~follows:

•Management and franchising, which consists of 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;

•Owned and leased, ~~hotels consist~~which consists of our owned and leased ~~full service and select service hotels~~hotel portfolio and, for purposes of owned and leased segment Adjusted EBITDA, our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA based on our ownership percentage of each venture; and

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•Americas management and franchising ("Americas") consists of our management and franchising of properties, including all-inclusive resorts under the Hyatt Ziva and Hyatt Zilara brand names, located in the United States, Canada, the Caribbean, Mexico, Central America, and South America;

•~~ASPAC management and franchising ("ASPAC") consists of our management and franchising of properties located in Greater China, East and Southeast Asia, the Indian subcontinent, and Oceania;~~

•~~EAME management and franchising ("EAME") consists of our management and franchising of properties located in Europe, Africa, the Middle East, and Central Asia; and~~

•~~Apple Leisure Group~~Distribution, which consists of distribution and destination management services offered through ALG ~~Vacations; management~~Vacations and ~~marketing of primarily all-inclusive ALG resorts in Mexico,~~ the ~~Caribbean, Central America, South America,~~boutique and ~~Europe; and~~luxury global travel platform offered through Mr & Mrs Smith. Prior to the UVC Transaction, this segment also included the Unlimited Vacation Club paid membership ~~program, which offers benefits exclusively at ALG resorts primarily within Mexico, the Caribbean, and Central America.~~program.

Within ~~corporate and other,~~overhead, we include ~~results related to our co-branded credit card programs, the results from Mr & Mrs Smith, and~~ unallocated corporate expenses.

~~During~~Segment operating information for the three months ended ~~September 30,~~March 31, 2023 ~~we completed the sale of the Destination Residential Management business, which was reported in the Americas management and franchising~~have been recast to reflect these segment ~~prior to the sale.~~changes. See Part I, Item 1 "Financial Statements—Note ~~6 to our Condensed Consolidated Financial Statements" for further discussion.~~

~~Effective January~~ 1 ~~2023, our EAME~~ and ~~ASPAC management and franchising segments have been geographically realigned. See Part I, Item 1 "Financial Statements—~~Note 16 to our Condensed Consolidated Financial Statements" for further discussion of our segment structure.

Overview of Financial Results

Consolidated revenues increased ~~$81~~$34 million, or ~~5.2%~~2.0%, during the quarter ended ~~September 30, 2023~~March 31, 2024 compared to the quarter ended ~~September 30, 2022. The increases in owned and leased hotels revenues; management, franchise, license, and other fees revenues;~~March 31, 2023. Gross fee revenues increased $31 million and revenues for ~~the reimbursement of~~reimbursed costs ~~incurred on behalf of managed and franchised properties of $20~~increased $73 million ~~$26 million, and $49 million, respectively, were~~ driven by improved operating performance asand growth of our portfolio, compared to the ~~same period in the prior year,~~three months ended March 31, 2023, largely driven by increased demand and ADR. Distribution ~~and destination management~~ revenues decreased ~~$22~~$9 million ~~compared~~due to the ~~prior year period, as we experienced unseasonably high~~normalization of demand and higher pricing in ~~this~~2023, other revenues decreased $53 million primarily driven by the sale of the Destination Residential Management business in ~~2022, which did not recur in 2023.~~the third quarter of 2023 and the UVC Transaction, and owned and leased revenues decreased $5 million due to noncomparable hotels.

Comparable system-wide hotels revenue per available room ("RevPAR") for the quarter ended ~~September 30, 2023~~March 31, 2024 was ~~$145,~~$132, which represented ana 5.5% improvement ~~of 8.9%~~ compared to the quarter ended ~~September 30, 2022~~March 31, 2023 in constant currency. The increase was primarily driven by higher ~~demand and~~ ADR across almost all ~~segments,~~geographies in the management and franchising segment, with the most significant ~~increase from~~increases in Asia Pacific (excluding Greater China) and Americas (excluding United States).

Comparable system-wide all-inclusive resorts Net Package RevPAR for the ~~ASPAC management~~quarter ended March 31, 2024 was $312, which represented a 11.0% improvement, compared to the quarter ended March 31, 2023 in reported dollars, primarily driven by higher demand and ~~franchising segment.~~ADR. See "—Segment Results" for discussion of RevPAR by geography for our management and franchising segment.

During the three months ended ~~September 30, 2023,~~March 31, 2024, compared to the three months ended ~~September 30, 2022,~~March 31, 2023, leisure transient travel remained strong and business transient demand continued to improve. We also experienced continued growth in group travel as comparable system-wide group rooms revenues increased ~~10%~~5.5% and group booking pace was up 8.1% at our full service managed hotels in the United States for April through December 2024 compared to the ~~three months ended September 30, 2022.~~same period in 2023.

For the quarter ended ~~September 30, 2023,~~March 31, 2024, we reported $522 million of net income attributable to Hyatt Hotels Corporation, ~~of $68~~representing a $464 million ~~representing an~~ increase, ~~of $40 million,~~ compared to the three months ended ~~September 30, 2022,~~March 31, 2023, primarily driven by ~~increased management and franchise fees across the portfolio and an increase in~~ gains on sales of real estate and other ~~partially~~and an increase in equity earnings (losses) from unconsolidated hospitality ventures. The increase in gross fee revenues was more than offset by decreased distribution revenues, increased ~~selling,~~ general and administrative expenses, and increased distribution expenses. ~~Additionally, during 2022, we recognized restructuring expenses for severance costs related to the planned future redevelopment of an owned hotel.~~

Our consolidated Adjusted EBITDA for the quarter ended ~~September 30, 2023~~March 31, 2024 was ~~$247~~$252 million, a $16 million decrease ~~of $5 million~~ compared to the quarter ended ~~September 30, 2022. The increase in management~~March 31, 2023. See "—Results of Operations" and franchise fees, most significantly in our ASPAC management and franchising segment, was more than offset by a decrease in distribution and destination management revenues, as we experienced unseasonably high demand in this business in 2022, which did not recur in 2023, and an increase in selling, general, and administrative expenses. See "—Segment Results" for further discussion. See "—Non-GAAP Measures" for an explanation of how we utilize

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Adjusted EBITDA, why we present it, and material limitations on its usefulness, as well as a reconciliation of our net income attributable to Hyatt Hotels Corporation to ~~EBITDA and a reconciliation of EBITDA to~~ consolidated Adjusted EBITDA.

During the quarter ended ~~September 30, 2023,~~March 31, 2024, we returned ~~$144~~$403 million of capital to our stockholders through $388 million of share repurchases and ~~$16~~$15 million ~~through our~~of quarterly dividend payments.

Results of Operations

Three ~~and Nine~~ Months Ended ~~September 30, 2023~~March 31, 2024 Compared with Three ~~and Nine~~ Months Ended ~~September 30, 2022~~March 31, 2023

Discussion on Consolidated Results

For additional information regarding our consolidated results, refer to our condensed consolidated statements of income included in this Quarterly Report. See "—Segment Results" for further discussion.

The impact from our investments in marketable securities held to fund our deferred compensation plans through rabbi trusts was recognized on the following financial statement line items and had no impact on net

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income: revenues for ~~the reimbursement of costs incurred on behalf of managed and franchised properties; owned and leased hotels expenses; selling,~~reimbursed costs; general and administrative expenses; ~~costs incurred on behalf of managed~~owned and ~~franchised properties;~~leased expenses; reimbursed costs; and net gains (losses) and interest income from marketable securities held to fund rabbi trusts.

~~Owned~~Fee revenues.


	Three Months Ended March 31,
	2024		2023		Better / (Worse)
Base management fees	$	98	$	91	$	7	7.8	%
Incentive management fees	64		57		7		11.2	%
Franchise and other fees	100		83		17		21.0	%
Gross fees	$	262	$	231	$	31	13.4	%
Contra revenue	(13)		(10)		(3)		(22.3)	%
Net fees	$	249	$	221	$	28	13.0	%

The increases in management and ~~leased hotels revenues.~~

Three Months Ended September 30,
2023 2022 Better / (Worse) Currency Impact
Comparable owned and leased hotels revenues $ 317 $ 287 $ 30 10.5 % $ 6
Non-comparable owned and leased hotels revenues 12 22 (10) (44.4) % —
Total owned and leased hotels revenues $ 329 $ 309 $ 20 6.8 % $ 6

Nine Months Ended September 30,
2023 2022 Better / (Worse) Currency Impact
Comparable owned and leased hotels revenues $ 959 $ 796 $ 163 20.5 % $ 6
Non-comparable owned and leased hotels revenues 25 115 (90) (78.2) % —
Total owned and leased hotels revenues $ 984 $ 911 $ 73 8.1 % $ 6

~~Comparable owned and leased hotels revenues increased~~franchise fees during the three ~~and nine~~ months ended September 30, 2023, compared to the same periods in the prior year, driven by increased demand, which contributed to increased rooms and food and beverage revenues, as well as higher ADR in most markets. The nine months ended September 30, 2022 were also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

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~~Management, franchise, license,~~leisure transient and ~~other fees revenues~~.

Three Months Ended September 30,
2023 2022 Better / (Worse)
Base management fees $ 94 $ 84 $ 10 11.6 %
Incentive management fees 51 43 8 20.6 %
Franchise, license, and other fees 105 97 8 7.1 %
Management, franchise, license, and other fees $ 250 $ 224 $ 26 11.4 %

Three Months Ended September 30,
2023 2022 Better / (Worse)
Management, franchise, license, and other fees $ 250 $ 224 $ 26 11.4 %
Contra revenue (12) (9) (3) (31.7) %
Net management, franchise, license, and other fees $ 238 $ 215 $ 23 10.5 %

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Base management fees $ 281 $ 223 $ 58 25.7 %
Incentive management fees 167 128 39 31.3 %
Franchise, license, and other fees 281 231 50 21.2 %
Management, franchise, license and other fees $ 729 $ 582 $ 147 25.1 %

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Management, franchise, license, and other fees $ 729 $ 582 $ 147 25.1 %
Contra revenue (34) (27) (7) (25.4) %
Net management, franchise, license, and other fees $ 695 $ 555 $ 140 25.1 %

group travel, higher ADR, most notably in Asia Pacific (excluding Greater China) and Americas (excluding United States), and portfolio growth. The ~~increases~~increase in ~~base and incentive management~~other fees during the three ~~and nine~~ months ended September 30, 2023, compared to the same periods in the prior year, were due to increased demand and ADR across the portfolio, with the largest increases within the ASPAC management and franchising segment, most notably in Greater China due to eased travel restrictions. The nine months ended September 30, 2022 were also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

~~The increases in franchise, license, and other fees revenues for the three and nine months ended September 30, 2023,~~March 31, 2024, compared to the three ~~and nine~~ months ended ~~September 30, 2022, were~~March 31, 2023, was primarily driven by ~~franchise fees in the Americas~~ management and ~~franchising segment due to increased demand and ADR in the United States, commission fee revenues~~royalty fees related to ~~Mr & Mrs Smith,~~the management of and licensing of certain of our brands to the Unlimited Vacation Club following the UVC Transaction and increased license fees related to our co-branded credit card programs. ~~These increases were partially offset by a decrease in other fees in the EAME management~~

Owned and ~~franchising segment as~~leased revenues.


	Three Months Ended March 31,
	2024		2023		Better / (Worse)				Currency Impact
Comparable owned and leased revenues	$	289	$	285	$	4	1.4	%	$	2
Non-comparable owned and leased revenues	20		29		(9)		(31.9)	%	—
Total owned and leased revenues	$	309	$	314	$	(5)	(1.7)	%	$	2

Comparable owned and leased revenues increased during the three months ended ~~September 30, 2022 included fees from~~March 31, 2024, compared to the ~~termination~~three months ended March 31, 2023, primarily driven by increased business transient demand as well as higher ADR.

Non-comparable owned and leased revenues decreased during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, primarily driven by the sale of Hyatt Regency Aruba Resort Spa and Casino, partially offset by increased revenues at a ~~management contract for a~~recently renovated hotel in the pipeline. The increase in franchise fees during the nine months ended September 30, 2023, compared to the same period in the prior year, was also driven by the recovery from the COVID-19 Omicron variant that negatively impacted travel in the beginning of 2022.United States.

Distribution ~~and destination management~~ revenues. During the three months ended ~~September 30, 2023,~~March 31, 2024, distribution ~~and destination management~~ revenues decreased ~~$22~~$9 million, compared to the three months ended ~~September 30, 2022, as 2022 experienced unseasonably high demand and included certain credits, which did not recur in 2023. During the nine months ended September 30,~~March 31, 2023, ~~distribution and destination management revenues increased $77 million, compared to the nine months ended September 30, 2022,~~ primarily driven by ALG Vacations due to the normalization of demand and higher ~~pricing. The nine months ended September 30, 2022 were also negatively impacted~~pricing in 2023, partially offset by ~~travel disruptions as a result of the COVID-19 Omicron variant~~commission fee revenues related to Mr & Mrs Smith, which was acquired in the ~~beginning~~second quarter of ~~2022.~~2023.

Other revenues. During the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, other revenues ~~increased $11~~decreased $53 million, ~~and $32 million, respectively,~~ compared to the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, primarily driven by the ~~Unlimited Vacation Club paid membership program~~Destination Residential Management business, which was sold during the third quarter of 2023, and the UVC Transaction, partially offset by an increase in revenues related to our co-branded credit card programs. ~~The Unlimited Vacation Club paid membership program increased primarily due to the amortization of~~

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incremental Unlimited Vacation Club membership contracts, which continue to be signed at higher average prices. These increases were partially offset by our residential management operations as certain properties were negatively impacted by the wildfires on the island of Maui, Hawaii that occurredRevenues for reimbursed costs.


	Three Months Ended March 31,
	2024		2023		Change
Revenues for reimbursed costs	$	802	$	729	$	73	9.9	%
Less: rabbi trust impact (1)	(12)		(9)		(3)		(26.6)	%
Revenues for reimbursed costs, excluding rabbi trust impact	$	790	$	720	$	70	9.7	%
(1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within reimbursed costs.

Revenues for reimbursed costs increased during the three months ended ~~September 30, 2023~~

~~Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.~~

Three Months Ended September 30,
2023 2022 Change
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties $ 754 $ 705 $ 49 7.1 %
Less: rabbi trust impact (1) 4 5 (1) (29.0) %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties, excluding rabbi trust impact $ 758 $ 710 $ 48 6.8 %
(1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within costs incurred on behalf of managed and franchised properties.

Nine Months Ended September 30,
2023 2022 Change
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties $ 2,267 $ 1,885 $ 382 20.3 %
Less: rabbi trust impact (2) (13) 41 (54) (131.5) %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties excluding rabbi trust impact $ 2,254 $ 1,926 $ 328 17.0 %
(2) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within costs incurred on behalf of managed and franchised properties.

~~Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties increased during the three and nine months ended September 30, 2023,~~March 31, 2024, compared to the ~~same periods in the prior year,~~three months ended March 31, 2023, driven by higher reimbursements for payroll and related expenses at managed properties where we are the employer and ~~reimbursements for~~reimbursed costs related to system-wide services provided to managed and franchised properties. The higher reimbursements for expenses were due to improved hotel operating performance driven by increased demand ~~ADR,~~ and ~~the recovery from the COVID-19 Omicron variant that negatively impacted travel in the beginning of 2022,~~ADR as well as portfolio growth.

~~Owned and leased hotels expenses.~~

Three Months Ended September 30,
2023 2022 Better / (Worse)
Comparable owned and leased hotels expenses $ 243 $ 218 $ (25) (11.6) %
Non-comparable owned and leased hotels expenses 14 19 5 27.1 %
Rabbi trust impact (1) (1) — (35.2) %
Total owned and leased hotels expenses $ 256 $ 236 $ (20) (8.7) %

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Comparable owned and leased hotels expenses $ 717 $ 601 $ (116) (19.4) %
Non-comparable owned and leased hotels expenses 33 83 50 60.5 %
Rabbi trust impact 3 (9) (12) (127.1) %
Total owned and leased hotels expenses $ 753 $ 675 $ (78) (11.6) %

The increases in comparable owned and leased hotels expenses during the three and nine months ended September 30, 2023, compared to the same periods in the prior year, were primarily due to increased fixed and variable expenses at certain hotels. The nine months ended September 30, 2022 were also impacted by travel

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~~disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022, which contributed to lower variable expenses.~~

The decreases in non-comparable owned and leased hotels expenses during the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, were primarily driven by disposition activity in 2022.

~~Distribution and destination management expenses.~~ During the three months ended September 30, 2023, compared to the three months ended September 30, 2022, distribution and destination management expenses decreased $4 million due to a decrease in volume as we experienced unseasonably high demand in this business in 2022. During the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, distribution and destination management expenses increased $78 million, primarily driven by increases in certain variable overhead expenses and the recovery from the COVID-19 Omicron variant that negatively impacted travel in the beginning of 2022.

~~Depreciation and amortization expenses.~~ Depreciation and amortization expenses increased $4 million during the three months ended September 30, 2023, compared to the same period in the prior year, due to assets placed in service, partially offset by the use of an accelerated amortization method for certain ALG intangible assets, which resulted in increased amortization expense in 2022, as well as dispositions of owned hotels. Depreciation and amortization expenses decreased $23 million during the nine months ended September 30, 2023, compared to the same period in the prior year, primarily driven by the aforementioned accelerated amortization method for certain ALG intangible assets, as well as dispositions of owned hotels.

~~Other direct costs.~~ During the three and nine months ended September 30, 2023, other direct costs increased $8 million and $57 million, respectively, compared to the same periods in the prior year, primarily driven by the Unlimited Vacation Club paid membership program and our co-branded credit card programs. The increases in the Unlimited Vacation Club paid membership program expenses were due to increased marketing and overhead costs from incremental contract sales as well as increased amortization of deferred commission expenses related to membership contract sales and upgrades, while the increases in our co-branded credit card programs were driven by a higher volume of point transfers. These increases were partially offset by lower revenues allocated to the loyalty program from our co-branded credit card programs and decreased expenses related to our residential management operations as certain properties were negatively impacted by the wildfires on the island of Maui, Hawaii that occurred during the three months ended September 30, 2023.

~~Selling, general,~~General and administrative expenses.


	Three Months Ended March 31,																		Three Months Ended March 31,
	2024												2024			2023			Change
General and administrative expenses										General and administrative expenses	$	172		$	157		$	15		9.8	%
Less: rabbi trust impact										Less: rabbi trust impact	(22)			(16)			(6)			(35.2)	%
Less: stock-based compensation expense										Less: stock-based compensation expense	(29)			(31)			2			3.6	%
Adjusted general and administrative expenses										Adjusted general and administrative expenses	$	121		$	110		$	11		9.7	%

		Three Months Ended September 30,
		2023		2022		Change
Selling, general, and administrative expenses		$	131	$	108	$	23	21.2	%
Less: rabbi trust impact		8		11		(3)		(27.1)	%
Less: stock-based compensation expense		(12)		(7)		(5)		(67.5)	%
Adjusted selling, general, and administrative expenses		$	127	$	112	$	15	13.6	%

Nine Months Ended September 30,
2023 2022 Change
Selling, general, and administrative expenses $ 434 $ 295 $ 139 46.9 %
Less: rabbi trust impact (23) 80 (103) (130.0) %
Less: stock-based compensation expense (58) (47) (11) (21.3) %
Adjusted selling, general, and administrative expenses $ 353 $ 328 $ 25 7.6 %

~~Selling, general,~~General and administrative expenses increased during the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, compared to the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, primarily driven by increased payroll and related costs and professional fees and travel expenses, partially offset by a decrease in bad debt expense. Selling, general, and administrative expenses also increased during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, due to theas well as improved market performance of the underlying investments in marketable securities held to fund our deferred compensation plans through rabbi trusts.

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Adjusted ~~selling,~~ general and administrative expenses exclude the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. See "—Non-GAAP Measures" for further ~~discussion~~discussion.

Owned and leased expenses.


	Three Months Ended March 31,
	2024		2023		Better / (Worse)
Comparable owned and leased expenses	$	233	$	221	$	(12)	(5.5)	%
Non-comparable owned and leased expenses	15		17		2		15.1	%

Rabbi trust impact	2		2		—		(19.0)	%
Total owned and leased expenses	$	250	$	240	$	(10)	(4.1)	%

The increase in comparable owned and leased expenses during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, was primarily due to increased variable expenses at certain hotels, most notably payroll and related costs.

The decrease in non-comparable owned and leased expenses during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, was primarily driven by the sale of ~~Adjusted selling, general,~~Hyatt Regency Aruba Resort Spa and ~~administrative~~Casino, partially offset by expenses at a recently renovated hotel in the United States.

Distribution expenses.During the three months ended March 31, 2024, compared to the three months ended March 31, 2023, distribution expenses increased $16 million primarily driven by ALG Vacations due to an increase in certain variable costs, in part due to a change in product mix, and expenses related to Mr & Mrs Smith, which was acquired in the second quarter of 2023, most notably payroll and related costs and marketing costs.

~~Costs incurred on behalf~~

Table of ~~managed~~Contents

Other direct costs. During the three months ended March 31, 2024, other direct costs decreased $53 million, compared to the three months ended March 31, 2023, primarily driven by the Destination Residential Management business, which was sold during the third quarter of 2023, and ~~franchised properties.~~the UVC Transaction.

Three Months Ended September 30,
2023 2022 Change
Costs incurred on behalf of managed and franchised properties $ 764 $ 697 $ 67 9.8 %
Less: rabbi trust impact (1) 4 5 (1) (29.0) %
Costs incurred on behalf of managed and franchised properties, excluding rabbi trust impact $ 768 $ 702 $ 66 9.5 %
(1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.
Depreciation and amortization expenses. Depreciation and amortization expenses decreased $6 million during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, due to the UVC Transaction and the sale of Hyatt Regency Aruba Resort Spa and Casino.

Nine Months Ended September 30,
2023 2022 Change
Costs incurred on behalf of managed and franchised properties $ 2,302 $ 1,881 $ 421 22.4 %
Less: rabbi trust impact (2) (13) 41 (54) (131.5) %
Costs incurred on behalf of managed and franchised properties excluding rabbi trust impact $ 2,289 $ 1,922 $ 367 19.1 %
(2) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.
Reimbursed costs.

~~Costs incurred on behalf of managed and franchised properties~~


	Three Months Ended March 31,
	2024		2023		Change
Reimbursed costs	$	836	$	749	$	87	11.6	%
Less: rabbi trust impact (1)	(12)		(9)		(3)		(26.6)	%
Reimbursed costs, excluding rabbi trust impact	$	824	$	740	$	84	11.4	%
(1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within revenues for reimbursed costs.

Reimbursed costs increased during the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, compared to the three ~~and nine~~ months ended ~~September 30, 2022,~~March 31, 2023, driven by increased payroll and related expenses at managed properties where we are the employer and expenses related to system-wide services provided to managed and franchised properties. The higher expenses were due to improved hotel operating performance driven by increased demand ~~ADR,~~ and ~~the recovery from the COVID-19 Omicron variant that negatively impacted travel in the beginning of 2022,~~ADR as well as portfolio growth.

Net gains (losses) and interest income from marketable securities held to fund rabbi trusts.

Three Months Ended September 30,
2023 2022 Better / (Worse)
Rabbi trust gains (losses) allocated to selling, general, and administrative expenses $ (8) $ (11) $ 3 27.1 %
Rabbi trust gains (losses) allocated to owned and leased hotels expenses (1) (1) — 35.2 %
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts $ (9) $ (12) $ 3 27.9 %

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Rabbi trust gains (losses) allocated to selling, general, and administrative expenses $ 23 $ (80) $ 103 130.0 %
Rabbi trust gains (losses) allocated to owned and leased hotels expenses 3 (9) 12 127.1 %
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts $ 26 $ (89) $ 115 129.7 %


	Three Months Ended March 31,
	2024		2023		Better / (Worse)
Rabbi trust gains (losses) allocated to general and administrative expenses	$	22	$	16	$	6	35.2	%
Rabbi trust gains (losses) allocated to owned and leased expenses	2		2		—		19.0	%
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts	$	24	$	18	$	6	33.7	%

Net gains (losses) and interest income from marketable securities held to fund rabbi trusts increased during the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, compared to the ~~same periods in the prior year,~~three months ended March 31, 2023, driven by the performance of the underlying invested assets.

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Equity earnings (losses) from unconsolidated hospitality ventures.

Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 Better /
(Worse) 2023 2022 Better /
(Worse)
Hyatt's share of unconsolidated hospitality ventures net losses excluding foreign currency $ (2) $ (2) $ — $ (11) $ (23) $ 12
Net gains from sales activity related to unconsolidated hospitality ventures (Note 4) — — — — 4 (4)
Hyatt's share of unconsolidated hospitality ventures foreign currency exchange, net 3 — 3 6 — 6
Distributions from unconsolidated hospitality ventures 4 2 2 5 7 (2)
Other 2 2 — 4 6 (2)
Equity earnings (losses) from unconsolidated hospitality ventures $ 7 $ 2 $ 5 $ 4 $ (6) $ 10


	Three Months Ended March 31,
	2024		2023

Gain on dilution of ownership interest in an unconsolidated hospitality venture	$	79	$	—
Hyatt's share of unconsolidated hospitality ventures' foreign currency exchange, net	2		1
Hyatt's share of unconsolidated hospitality ventures' net losses excluding foreign currency	(10)		(4)

Other	4		1
Equity earnings (losses) from unconsolidated hospitality ventures	$	75	$	(2)

See Part I, Item 1, "Financial Statements—Note 4 to our Condensed Consolidated Financial Statements" for additional information.

Interest expense. Interest expense increased $3$5 million during three months ended March 31, 2024, compared to the three months ended ~~September 30,~~March 31, 2023, ~~compared to the same period in the prior year,~~ primarily due to the issuance of senior notes in 2023, offset by the ~~2027 Notes. Interest expense decreased $11 million during the nine months ended September 30, 2023, compared to the same period in the prior year, primarily due to repurchases and redemptions~~redemption of certain of our Senior Notes in ~~2023 and 2022.~~2023. See Part I, Item 1, "Financial Statements—Note 9 to our Condensed Consolidated Financial Statements" for additional information.

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Gains ~~(losses)~~ on sales of real estate and other. During the three months ended ~~September 30, 2023,~~March 31, 2024, we recognized a ~~$19~~$231 million pre-tax gain related to the ~~sale of the Destination Residential Management business.~~

~~During the nine months ended September 30, 2022, we recognized the following:~~

•~~$137 million pre-tax gain related to the sale of Grand Hyatt San Antonio River Walk;~~

•~~$51 million pre-tax gain related to the sale of The Driskill;~~

•~~$40~~UVC Transaction and a $172 million pre-tax gain related to the sale of Hyatt Regency ~~Indian Wells~~Aruba Resort ~~& Spa;~~Spa and Casino. See Part I, Item 1 "Financial Statements—Note 4 and Note 6 to our Condensed Consolidated Financial Statements" for additional information.

•Asset impairments. ~~$24~~During the three months ended March 31, 2024, we recognized a $15 million ~~pre-tax gain related to~~goodwill impairment charge in connection with the sale of ~~The Confidante Miami Beach.~~

Hyatt Regency Aruba Resort Spa and Casino. See Part I, Item 1 "Financial Statements—Note 6 to our Condensed Consolidated Financial Statements" for additional information.

~~Asset impairments.~~ During the three and nine months ended September 30, 2023, we recognized $6 million and $13 million, respectively, of impairment charges, primarily related to intangible assets, as a result of contract terminations. During three and nine months ended September 30, 2022, we recognized $9 million and $12 million, respectively, of asset impairment charges related to intangible assets, primarily as a result of contract terminations. Additionally, during the nine months ended September 30, 2022, we recognized a $7 million goodwill impairment charge in connection with the sale of Grand Hyatt San Antonio River Walk.

~~Other income (loss), net.~~ Other income (loss), net increased $48 million and $133 million during the three and nine months ended September 30, 2023, respectively, compared to the same periods in the prior year. See Part I, Item 1 "Financial Statements—Note 18 to our Condensed Consolidated Financial Statements" for additional information.

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Provision for income taxes.

Three Months Ended September 30,
2023 2022 Change
Income before income taxes $ 101 $ 63 $ 38 61.2 %
Provision for income taxes (33) (35) 2 5.1 %
Effective tax rate 33.4 % 56.6 % (23.2) %


	Three Months Ended March 31,																						Three Months Ended March 31,
	2024															2024				2023			Change
Income before income taxes												Income before income taxes	$	541			$	105			$	436		412.6	%
Provision for income taxes												Provision for income taxes	(19)				(47)				28			60.9	%
Effective tax rate												Effective tax rate	3.4		%		44.8		%							(41.4)	%

		Nine Months Ended September 30,
		2023			2022			Change
Income before income taxes		$	301		$	304		$	(3)	(0.9)	%
Provision for income taxes		(107)			(143)			36		25.1	%
Effective tax rate		35.7		%	47.2		%			(11.5)	%

The ~~decrease~~decreases in the provision for income taxes and effective tax rate for the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, compared to the ~~nine~~three months ended ~~September 30, 2022, was~~March 31, 2023, were primarily ~~driven~~due to a non-cash tax benefit as a result of the release of a valuation allowance on certain foreign deferred tax assets, partially offset by the ~~sales~~earnings impact from both the sale of Hyatt Regency ~~Indian Wells~~Aruba Resort & Spa ~~Grand Hyatt San Antonio River Walk, The Driskill,~~ and ~~The Confidante Miami Beach in 2022.~~Casino and the UVC Transaction recognized during the three months ended March 31, 2024. See Part I, Item 1 "Financial Statements—Note 11 to our Condensed Consolidated Financial Statements" for additional information.

Segment Results

As described in Part I, Item 1 "Financial Statements—Note 16 to our Condensed Consolidated Financial Statements," we evaluate segment operating performance using gross fee revenues; owned and leased ~~hotels revenues; management, franchise, license, and other fees~~ revenues; distribution ~~and destination management~~revenues; other revenues; and Adjusted EBITDA. ~~Segment results for the three~~

Management and ~~nine months ended September 30, 2022 have been adjusted retrospectively to reflect the change~~franchising segment revenues.


	Three Months Ended March 31,
	2024		2023		Better / (Worse)
Base fees	$	107	$	100	$	7	6.8	%
Incentive fees	68		62		6		8.6	%
Franchise and other fees	102		85		17		20.1	%
Gross fees (1), (2)	277		247		30		11.8	%
Contra revenue	(13)		(10)		(3)		(22.3)	%
Net fees (1), (2)	264		237		27		11.3	%
Other revenues	9		47		(38)		(80.8)	%
Revenues for reimbursed costs (1)	802		729		73		9.9	%
Total segment revenues (2)	$	1,075	$	1,013	$	62	6.1	%
(1) See "—Results of Operations" for further discussion regarding the increases in fee revenues and revenues for reimbursed costs.
(2) Includes $15 million and $16 million of intersegment revenues for the three months ended March 31, 2024 and March 31, 2023, respectively.

The decrease in ~~reportable segments effective January 1, 2023.~~

~~Owned and leased hotels segment revenues.~~

Three Months Ended September 30,
2023 2022 Better / (Worse) Currency Impact
Comparable owned and leased hotels revenues $ 310 $ 282 $ 28 9.9 % $ 6
Non-comparable owned and leased hotels revenues 8 18 (10) (56.7) % —
Total segment revenues $ 318 $ 300 $ 18 5.8 % $ 6

Nine Months Ended September 30,
2023 2022 Better / (Worse) Currency Impact
Comparable owned and leased hotels revenues $ 961 $ 801 $ 160 20.0 % $ 6
Non-comparable owned and leased hotels revenues 20 111 (91) (82.0) % —
Total segment revenues $ 981 $ 912 $ 69 7.5 % $ 6

~~Comparable owned and leased hotels~~other revenues ~~increased~~ during the three ~~and nine~~ months ended September 30, 2023, compared to the same periods in the prior year, driven by increased demand, which contributed to increased rooms and food and beverage revenues, as well as higher ADR in most markets. The nine months ended September 30, 2022 were also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

~~Non-comparable owned and leased hotels revenues decreased during the three and nine months ended September 30, 2023,~~March 31, 2024, compared to the three ~~and nine~~ months ended ~~September 30, 2022, primarily~~March 31, 2023, was driven by ~~disposition activity in 2022.~~the Destination Residential Management business, which was sold during the third quarter of 2023, partially offset by an increase related to our co-branded credit card programs.

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Three Months Ended September 30,
RevPAR Occupancy ADR
Number of comparable hotels 2023 vs. 2022
(in constant $) 2023 vs. 2022 2023 vs. 2022
(in constant $)
Comparable owned and leased hotels 26 $ 194 6.3 % 73.1 % 2.9% pts $ 265 2.1 %
The table below includes comparable RevPAR, occupancy, and ADR by geography and for system-wide managed and franchised properties.

Nine Months Ended September 30,
RevPAR Occupancy ADR
Number of comparable hotels 2023 vs. 2022
(in constant $) 2023 vs. 2022 2023 vs. 2022
(in constant $)
Comparable owned and leased hotels 26 $ 197 19.4 % 72.1 % 8.5% pts $ 274 5.4 %


		Three Months Ended March 31,
		RevPAR		Occupancy			ADR
	Number of comparable hotels (1)	2024			vs. 2023 (in constant $)		2024		vs. 2023		2024		vs. 2023 (in constant $)
Comparable system-wide hotels	1,104	$	132		5.5	%	65.2	%	2.2	% pts	$	202	2.0	%
United States	655	$	133		0.2	%	64.6	%	0.4	% pts	$	205	(0.4)	%
Americas (excluding United States)	70	$	199		12.3	%	69.7	%	3.7	% pts	$	285	6.4	%
Greater China	124	$	88		11.5	%	65.8	%	4.9	% pts	$	134	3.3	%
Asia Pacific (excluding Greater China)	111	$	147		21.4	%	70.0	%	7.3	% pts	$	210	8.9	%
Europe	104	$	116		10.2	%	56.8	%	2.8	% pts	$	203	4.7	%
Middle East & Africa	40	$	150		5.7	%	67.3	%	(0.4)	% pts	$	222	6.3	%
(1) Consists of hotels that we manage, franchise, own, lease, or provide services to, excluding all-inclusive properties.

		Three Months Ended March 31,
		Net Package RevPAR		Occupancy			Net Package ADR
	Number of comparable resorts (1)	2024			vs. 2023 (in reported $)		2024		vs. 2023		2024		vs. 2023 (in reported $)
Comparable system-wide all-inclusive resorts	98	$	312		11.0	%	81.3	%	3.9	% pts	$	384	5.7	%
Americas (excluding United States)	63	$	352		10.3	%	81.2	%	3.8	% pts	$	433	5.2	%
Europe	35	$	132		24.5	%	81.8	%	4.5	% pts	$	161	17.7	%
(1) Consists of all-inclusive properties that we manage, franchise, lease, or provide services to.

~~The~~RevPAR increases ~~in RevPAR~~ at our comparable ~~owned and leased~~system-wide hotels during the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, compared to the ~~same periods in the prior year,~~three months ended March 31, 2023, were driven by strong ~~ADR as well as~~demand in leisure transient and group travel, most notably in Japan and Southeast Asia. In Greater China, the RevPAR increase is primarily due to the easing of COVID-19 pandemic travel restrictions during the first quarter of 2023.

Net Package RevPAR increases at our comparable all-inclusive resorts during the three months ended March 31, 2024, compared to the three months ended March 31, 2023, were driven by strong demand and ~~growth in business transient travel. The nine months ended September 30, 2022 were also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.~~Net Package ADR.

During the three ~~and nine~~ months ended ~~September 30, 2023, no~~March 31, 2024, we removed three properties ~~were~~from comparable system-wide hotel results as one property in the United States underwent significant renovations, one property in Asia Pacific (excluding Greater China) left the hotel portfolio, and one property in Europe temporarily suspended operations.

During the three months ended March 31, 2024, we removed nine properties from comparable system-wide all-inclusive resort results including one property in the ~~comparable owned~~Americas (excluding United States) that underwent an expansion, and ~~leased hotels results.~~one property in the Americas (excluding United States) that left the portfolio, six properties in Europe that experienced seasonal closures, and one property in Europe that left the hotel portfolio.

~~Owned~~Management and ~~leased hotels~~franchising segment Adjusted EBITDA.

Three Months Ended September 30,
2023 2022 Better / (Worse)
Owned and leased hotels Adjusted EBITDA $ 50 $ 51 $ (1) (5.0) %
Pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA 14 15 (1) (0.5) %
Segment Adjusted EBITDA $ 64 $ 66 $ (2) (4.0) %


	Three Months Ended March 31,
	2024		2023		Better / (Worse)
Segment Adjusted EBITDA	$	203	$	184	$	19	10.2	%

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Owned and leased hotels Adjusted EBITDA $ 177 $ 181 $ (4) (2.7) %
Pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA 45 38 7 19.6 %
Segment Adjusted EBITDA $ 222 $ 219 $ 3 1.2 %

Noncomparable owned and leased hotels Adjusted EBITDA decreased during the three and nine months ended September 30, 2023 primarily due to disposition activity in 2022. Comparable owned and leased hotels Adjusted EBITDA increased during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024, compared to the three months ended March 31, 2023, primarily driven by the increase in gross fee revenues, partially offset by an increase in general and administrative expenses, which was primarily due to ~~higher demand in most markets, partially offset by increased fixed~~payroll and ~~variable expenses at certain hotels. The increase in Adjusted EBITDA at our~~related costs.

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Owned and leased segment revenues.


	Three Months Ended March 31,
	2024		2023		Better / (Worse)				Currency Impact
Comparable owned and leased revenues	$	296	$	293	$	3	1.1	%	$	2
Non-comparable owned and leased revenues	20		29		(9)		(31.9)	%	—

Total segment revenues (1), (2)	$	316	$	322	$	(6)	(1.8)	%	$	2
(1) See "—Results of Operations" for further discussion regarding the increase in owned and leased revenues.
(2) Includes $7 million and $8 million of intersegment revenues for the three months ended March 31, 2024 and March 31, 2023, respectively.


		Three Months Ended March 31,
		RevPAR		Occupancy			ADR
	Number of comparable hotels	2024			vs. 2023 (in constant $)		2024		vs. 2023		2024		vs. 2023 (in constant $)
Comparable owned and leased hotels	26	$	178		0.1	%	67.0	%	(0.9)	% pts	$	266	1.4	%

During the three months ended March 31, 2024, we removed one property from comparable owned and leased ~~hotels during~~results as the ~~nine months ended September 30, 2023, compared to the same period in the prior year,~~property was ~~also driven by the recovery from the COVID-19 Omicron variant that negatively impacted travel in the beginning of 2022.~~sold.

Owned and leased segment Adjusted EBITDA.


	Three Months Ended March 31,
	2024		2023		Better / (Worse)
Owned and leased Adjusted EBITDA (1)	$	43	$	57	$	(14)	(25.4)	%
Pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA	17		14		3		21.0	%
Segment Adjusted EBITDA	$	60	$	71	$	(11)	(16.5)	%
(1) See "—Results of Operations" for further discussion regarding the decrease in owned and leased revenues and the increase in owned and leased expenses.

Our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA increased during the ~~nine months ended September 30, 2023, compared to the same period in 2022, primarily driven by improved hotel performance.~~

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~~Americas management and franchising segment revenues~~.

Three Months Ended September 30,
2023 2022 Better / (Worse)
Segment revenues
Management, franchise, license, and other fees $ 137 $ 127 $ 10 6.6 %
Contra revenue (7) (5) (2) (9.8) %
Other revenues 20 28 (8) (29.1) %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1) 659 614 45 7.4 %
Total segment revenues $ 809 $ 764 $ 45 5.9 %
(1) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Segment revenues
Management, franchise, license, and other fees $ 412 $ 354 $ 58 15.9 %
Contra revenue (19) (17) (2) (6.5) %
Other revenues 83 91 (8) (9.0) %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (2) 1,986 1,632 354 21.7 %
Total segment revenues $ 2,462 $ 2,060 $ 402 19.5 %
(2) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.

The increases in management, franchise, license, and other fees for the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, were driven by increases in management and franchise fees primarily due to improved group business, continued strength in transient travel, and portfolio growth. The decreases in other revenues are primarily related to our residential management operations as certain properties were negatively impacted by the wildfires on the island of Maui, Hawaii that occurred during the three months ended ~~September 30, 2023.~~

Three Months Ended September 30,
RevPAR Occupancy ADR
Number of comparable hotels 2023 vs. 2022
(in constant $) 2023 vs. 2022 2023 vs. 2022
(in constant $)
Comparable Americas system-wide hotels 700 $ 152 2.9 % 72.1 % 1.4% pts $ 211 0.9 %

Nine Months Ended September 30,
RevPAR Occupancy ADR
Number of comparable hotels 2023 vs. 2022
(in constant $) 2023 vs. 2022 2023 vs. 2022
(in constant $)
Comparable Americas system-wide hotels 700 $ 150 10.9 % 70.0 % 4.4% pts $ 214 3.9 %

The RevPAR increases at our comparable Americas system-wide hotels during the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, were driven by improved group business and continued growth in transient travel. The nine months ended September 30, 2022 were also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

During the three months ended September 30, 2023, we removed five properties from the comparable Americas system-wide hotel results as four properties left the hotel portfolio, and one property temporarily suspended operations. During the nine months ended September 30, 2023, we removed six additional properties

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~~from the comparable Americas system-wide hotel results as five properties left the hotel portfolio, and one property underwent a significant renovation.~~

~~Americas management and franchising segment Adjusted EBITDA~~.

Three Months Ended September 30,
2023 2022 Better / (Worse)
Segment Adjusted EBITDA $ 114 $ 114 $ — (0.2) %

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Segment Adjusted EBITDA $ 355 $ 316 $ 39 12.4 %

During the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, the increase in management and franchise fees was partially offset by an increase in selling, general, and administrative expenses, primarily due to professional fees and payroll and related costs. Additionally, during the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, the decrease in other revenues was partially offset by a decrease in expenses related to our residential management operations.

~~ASPAC management and franchising segment revenues.~~

Three Months Ended September 30,
2023 2022 Better / (Worse)
Segment revenues
Management, franchise, license, and other fees $ 42 $ 30 $ 12 39.6 %
Contra revenue (1) (1) — 5.6 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1) 39 43 (4) (8.0) %
Total segment revenues $ 80 $ 72 $ 8 11.9 %
(1) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Segment revenues
Management, franchise, license, and other fees $ 122 $ 67 $ 55 80.9 %
Contra revenue (3) (3) — 12.5 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (2) 115 114 1 1.0 %
Total segment revenues $ 234 $ 178 $ 56 31.3 %
(2) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.

Management, franchise, license, and other fees increased for the three and nine months ended September 30, 2023, compared to the same periods in the prior year, due to increases in management fees across all markets driven by strong demand and ADR. In Greater China, management fees increased due to the easing of COVID-19 pandemic travel restrictions.

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Three Months Ended September 30,
RevPAR Occupancy ADR
Number of comparable hotels 2023 vs. 2022
(in constant $) 2023 vs. 2022 2023 vs. 2022
(in constant $)
Comparable ASPAC system-wide hotels 201 $ 118 41.6 % 72.3 % 12.6% pts $ 163 17.0 %

Nine Months Ended September 30,
RevPAR Occupancy ADR
Number of comparable hotels 2023 vs. 2022
(in constant $) 2023 vs. 2022 2023 vs. 2022
(in constant $)
Comparable ASPAC system-wide hotels 201 $ 113 70.2 % 68.7 % 19.2% pts $ 165 22.7 %

Comparable ASPAC system-wide hotels RevPAR increased for the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, due to increased demand and ADR in all markets, with the increase in Greater China primarily due to travel restrictions being eased resulting in RevPAR rates exceeding pre-COVID-19 pandemic levels beginning in the second quarter of 2023.

During the three months ended September 30, 2023, we removed three properties from the comparable ASPAC system-wide hotels results as two properties left the hotel portfolio, and one property experienced a seasonal closure. During the nine months ended September 30, 2023, we removed one additional property from the comparable ASPAC system-wide hotels results as it is undergoing a significant renovation.

~~ASPAC management and franchising segment Adjusted EBITDA.~~

Three Months Ended September 30,
2023 2022 Better / (Worse)
Segment Adjusted EBITDA $ 28 $ 18 $ 10 55.1 %

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Segment Adjusted EBITDA $ 90 $ 34 $ 56 164.2 %

Adjusted EBITDA increased during the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, primarily driven by the increases in management fees.

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~~EAME management and franchising segment revenues.~~

Three Months Ended September 30,
2023 2022 Better / (Worse)
Segment revenues
Management, franchise, license, and other fees $ 22 $ 26 $ (4) (15.2) %
Contra revenue (3) (2) (1) (68.7) %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1) 26 21 5 19.7 %
Total segment revenues $ 45 $ 45 $ — (2.7) %
(1) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Segment revenues
Management, franchise, license, and other fees $ 64 $ 57 $ 7 12.9 %
Contra revenue (9) (6) (3) (65.5) %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (2) 72 57 15 25.8 %
Total segment revenues $ 127 $ 108 $ 19 16.7 %
(2) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.

~~The increase in management and franchise fees during the three months ended September 30, 2023,~~March 31, 2024, compared to the three months ended September 30, 2022, was more than offset by the decrease in other fees as the three months ended September 30, 2022 benefited from fees related to the termination of a management contract for a hotel in the pipeline. The increase in management, franchise, license, and other fees during the nine months ended September 30,March 31, 2023, compared to the nine months ended September 30, 2022, was driven by increases in management and franchise fees, primarily in Western and Southern Europe and the Middle East, due to higher demand and ADR resulting from travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022, offset by the aforementioned pipeline management contract termination.

Three Months Ended September 30,
RevPAR Occupancy ADR
Number of comparable hotels 2023 vs. 2022
(in constant $) 2023 vs. 2022 2023 vs. 2022
(in constant $)
Comparable EAME system-wide hotels 95 $ 165 5.2 % 69.8 % 2.7% pts $ 237 1.2 %

Nine Months Ended September 30,
RevPAR Occupancy ADR
Number of comparable hotels 2023 vs. 2022
(in constant $) 2023 vs. 2022 2023 vs. 2022
(in constant $)
Comparable EAME system-wide hotels 95 $ 159 20.8 % 67.6 % 8.0% pts $ 235 6.5 %

~~Comparable EAME system-wide hotels RevPAR increased during the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022,~~ primarily driven by ~~increased business transient and ADR throughout most markets driven~~improved hotel performance as well as new hotels related to our unconsolidated hospitality venture in ~~part by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.~~India.

During the nine months ended September 30, 2023, we removed three properties from the comparable EAME system-wide hotel results as two properties left the hotel portfolio, and one property underwent a significant renovation.

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~~EAME management and franchising segment Adjusted EBITDA.~~

Three Months Ended September 30,
2023 2022 Better / (Worse)
Segment Adjusted EBITDA $ 16 $ 18 $ (2) (14.4) %

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Segment Adjusted EBITDA $ 44 $ 32 $ 12 35.0 %

Adjusted EBITDA increased during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, primarily due to the increases in management and franchise fees and decreases in selling, general, and administrative expenses.

~~Apple Leisure Group~~Distribution segment revenues.
Three Months Ended September 30,
2023 2022 Better / (Worse)
Segment revenues
Owned and leased hotels $ 19 $ 16 $ 3 24.6 %
Management, franchise, license, and other fees 38 40 (2) (4.8) %
Contra revenue (1) (1) — (376.6) %
Distribution and destination management 222 244 (22) (9.4) %
Other revenues 50 37 13 35.7 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1) 30 27 3 16.2 %
Total segment revenues $ 358 $ 363 $ (5) (1.3) %
(1) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Segment revenues
Owned and leased hotels $ 26 $ 20 $ 6 31.9 %
Management, franchise, license, and other fees 113 106 7 6.8 %
Contra revenue (3) (1) (2) (333.5) %
Distribution and destination management 823 746 77 10.2 %
Other revenues 134 104 30 29.3 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (2) 94 82 12 14.9 %
Total segment revenues $ 1,187 $ 1,057 $ 130 12.3 %
(2) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.


	Three Months Ended March 31,
	2024		2023		Better / (Worse)

Distribution revenues (1)	$	319	$	328	$	(9)	(2.5)	%
Other revenues	26		41		(15)		(37.9)	%

Total segment revenues	$	345	$	369	$	(24)	(6.5)	%
(1) See "—Results of Operations" for further discussion regarding the decrease in distribution revenues.

Owned and leased hotels revenues increased during the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, primarily due to increased Net Package RevPAR at certain properties. The nine months ended September 30, 2022 were also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

Management, franchise, license, and other fees decreased during the three months ended September 30, 2023, compared to the three months ended September 30, 2022, primarily driven by decreased incentive management fees as hotel profits were negatively impacted by currency, partially offset by an increase in base management fees due to higher ADR and occupancy in the Americas and Europe. Management, franchise, license, and other fees increased during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, as the aforementioned favorability in base management fees more than offset the negative currency impacts on incentive management fees. The nine months ended September 30, 2022 were also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

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~~Distribution and destination management~~Other revenues decreased during the three months ended ~~September 30, 2023,~~March 31, 2024, compared to the three months ended September 30, 2022, as 2022 experienced unseasonably high demand and included certain credits, which did not recur in 2023. The increase in distribution and destination management revenues during the nine months ended September 30,March 31, 2023, ~~compared to the nine months ended September 30, 2022, was primarily~~ driven by ~~higher pricing.~~ ~~The nine months ended September 30, 2022 were also negatively impacted by travel disruptions as a result of~~ the ~~COVID-19 Omicron variant in the beginning of 2022.~~

Other revenues increased during the three and nine months ended September 30, 2023, compared to the same periods in the prior year, primarily driven by increased amortization due to incremental Unlimited Vacation Club membership contracts, which continue to be signed at higher average prices.

Three Months Ended September 30,
Net Package RevPAR Occupancy Net Package ADR
Number of comparable hotels 2023 vs. 2022
(in reported $) 2023 vs. 2022 2023 vs. 2022
(in reported $)
Comparable ALG system-wide hotels 81 $ 189 8.7 % 74.7 % 1.2% pts $ 253 7.0 %

Nine Months Ended September 30,
Net Package RevPAR Occupancy Net Package ADR
Number of comparable hotels 2023 vs. 2022
(in reported $) 2023 vs. 2022 2023 vs. 2022
(in reported $)
Comparable ALG system-wide hotels 81 $ 213 14.9 % 75.2 % 3.8% pts $ 283 9.1 %

The Net Package RevPAR increases at our comparable ALG system-wide hotels during the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022, were driven by strong Net Package ADR. The nine months ended September 30, 2022 was also negatively impacted by travel disruptions as a result of the COVID-19 Omicron variant in the beginning of 2022.

~~During the nine months ended September 30, 2023, we removed one property from the comparable ALG system-wide hotel results as it left the hotel portfolio.~~UVC Transaction.

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~~Apple Leisure Group~~Distribution segment Adjusted EBITDA.

Three Months Ended September 30,
2023 2022 Change
Segment Adjusted EBITDA $ 50 $ 78 $ (28) (35.2) %
Net Deferral activity
Increase in deferred revenue $ 40 $ 46 $ (6) (13.3) %
Increase in deferred costs (26) (29) 3 10.8 %
Net Deferrals $ 14 $ 17 $ (3) (17.4) %
Increase in Net Financed Contracts $ 21 $ 26 $ (5) (20.7) %

Nine Months Ended September 30,
2023 2022 Change
Segment Adjusted EBITDA $ 178 $ 188 $ (10) (5.2) %
Net Deferral activity
Increase in deferred revenue $ 149 $ 147 $ 2 1.3 %
Increase in deferred costs (76) (81) 5 6.5 %
Net Deferrals $ 73 $ 66 $ 7 10.8 %
Increase in Net Financed Contracts $ 52 $ 48 $ 4 8.6 %


	Three Months Ended March 31,
	2024		2023		Better / (Worse)
Segment Adjusted EBITDA	$	39	$	58	$	(19)	(31.7)	%

Adjusted EBITDA decreased during the three ~~and nine~~ months ended ~~September 30, 2023~~March 31, 2024, compared to the three ~~and nine~~ months ended ~~September 30, 2022. Net Package RevPAR growth~~March 31, 2023, primarily driven by the decrease in distribution revenues and ~~favorable pricing within ALG Vacations were more than~~increase in distribution expenses (see "—Results of Operations" for further discussion), partially offset by ~~increased~~lower general and administrative expenses ~~within~~as a result of the ~~Unlimited Vacation Club paid membership program,~~UVC Transaction.

Overhead.


	Three Months Ended March 31,
	2024		2023		Better / (Worse)
Adjusted EBITDA	$	(51)	$	(46)	$	(5)	(9.0)	%

Adjusted EBITDA decreased ~~incentive management fees due to unfavorable currency impacts on hotel profits, and incremental strategic investments. Additionally,~~ during the three months ended ~~September 30, 2022, ALG Vacations experienced unseasonably high demand and the benefit of certain credits, which did not recur in 2023.~~

~~During~~March 31, 2024, compared to the three months ended ~~September 30,~~March 31, 2023, the increase in Net Deferrals was less than the increase during the three months ended September 30, 2022 due to higher amortization as a result of incremental Unlimited Vacation Club membership contracts. During the three months ended September 30, 2023, the increase in Net Financed Contracts was less than the increase during the three months ended September 30, 2022 primarily due to expenses that will be incurred related to free nights for the Unlimited Vacation Club membership contracts. During the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022, Net Deferrals and Net Financed Contracts increased due to Unlimited Vacation Club membership contract sales and higher pricing.

Net Deferrals represent cash received in the period for both membership down payments and monthly installment payments on financed contracts, less cash paid for costs incurred to sell new contracts, net of revenues and expenses recognized on our condensed consolidated statements of income during the period.

Net Financed Contracts represent contractual future cash flows due to the Company over an average term of less than 4 years, less expenses that will be incurred to fulfill the contract, net of monthly cash installment payments received during the period. At September 30, 2023 and December 31, 2022, the Net Financed Contract balance not recorded on our condensed consolidated balance sheets was $238 million and $186 million, respectively.

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~~Corporate and other.~~

Three Months Ended September 30,
2023 2022 Better / (Worse)
Revenues $ 32 $ 16 $ 16 103.1 %
Adjusted EBITDA $ (25) $ (42) $ 17 41.8 %

Nine Months Ended September 30,
2023 2022 Better / (Worse)
Revenues $ 79 $ 43 $ 36 84.2 %
Adjusted EBITDA $ (102) $ (114) $ 12 11.0 %

~~Revenues increased during the three and nine months ended September 30, 2023, compared to the three and nine months ended September 30, 2022,~~ primarily driven by ~~commission fee revenues~~payroll and related to Mr & Mrs Smith and increased license fee revenues related to our co-branded credit card programs. During the nine months ended September 30, 2023, these increases were partially offset by higher expenses related to our co-branded credit card programs.costs.

Non-GAAP Measures

Adjusted Earnings Before Interest Expense, Taxes, Depreciation, and Amortization ("Adjusted EBITDA") ~~and EBITDA~~

We use the ~~terms~~term Adjusted ~~EBITDA and~~ EBITDA throughout this Quarterly Report. Adjusted EBITDA, ~~and EBITDA,~~ as we define ~~them, are~~it, is a non-GAAP ~~measures.~~measure. We define consolidated Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA based on our ownership percentage of each owned and leased venture, adjusted to exclude the following items:

•interest expense;

•benefit (provision) for income taxes;

•depreciation and amortization;

•~~contra revenue;~~amortization of management and hotel services agreement and franchise agreement assets and performance cure payments, which constitute payments to customers (Contra revenue);

•revenues for ~~the reimbursement of costs incurred on behalf of managed and franchised properties;~~reimbursed costs;

•reimbursed costs ~~incurred on behalf of managed and franchised properties~~ that we intend to recover over the long term;

•equity earnings (losses) from unconsolidated hospitality ventures;

•stock-based compensation expense;

•gains (losses) on sales of real estate and other;

•asset impairments; and

•other income (loss), net.

We calculate consolidated Adjusted EBITDA by adding the Adjusted EBITDA of each of our reportable segments and eliminations to ~~corporate and other~~overhead Adjusted EBITDA.

Our board of directors and executive management team focus on Adjusted EBITDA as one of the key performance and compensation measures both on a segment and on a consolidated basis. Adjusted EBITDA 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 on a consolidated basis. Our President and Chief Executive Officer, who is our CODM, also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in part, by assessing the Adjusted EBITDA of each segment. In addition, the compensation committee of our board of directors

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determines the annual variable compensation for certain members of our management based in part on consolidated Adjusted EBITDA, segment Adjusted EBITDA, or some combination of both.

We believe Adjusted EBITDA is useful to investors because it provides investors with the same information that we use internally for purposes of assessing our operating performance and making compensation decisions and facilitates our comparison of results with results from other companies within our industry.

Adjusted EBITDA excludes certain items that can vary widely across different industries and among companies within the same industry, including interest expense and benefit (provision) for income taxes, which are dependent on company specifics, including capital structure, credit ratings, tax policies, and jurisdictions in which they operate; depreciation and amortization, which are dependent on company policies including how the assets are utilized as well as the lives assigned to the assets; Contra revenue, which is dependent on company policies and strategic decisions regarding payments to hotel owners; and stock-based compensation expense, which varies among companies as a result of different compensation plans companies have adopted. We exclude revenues for ~~the reimbursement of~~reimbursed costs and reimbursed costs ~~incurred on behalf of managed and franchised properties~~ which relate to the reimbursement of payroll costs and for system-wide services and programs that we operate for the benefit of our hotel owners as contractually we do not provide services or operate the related programs to generate a profit over the terms of the respective contracts. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively. Therefore, we exclude the net impact when evaluating period-over-period changes in our operating results. Adjusted EBITDA includes reimbursed costs ~~incurred on behalf of our managed and franchised properties~~ related to system-wide services and programs that we do not intend to recover from hotel owners. Finally, we exclude other items that are not core to our operations, such as asset impairments and unrealized and realized gains and losses on marketable securities.

Adjusted EBITDA ~~and EBITDA are~~is not ~~substitutes~~a substitute for net income (loss) attributable to Hyatt Hotels Corporation, net income (loss), or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted ~~EBITDA and~~ EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to our performance. Because of these limitations, Adjusted EBITDA should not be considered as a measure of the income (loss) generated by our business. Our management compensates for these limitations by referencing our GAAP results and using Adjusted EBITDA supplementally. See our condensed consolidated statements of income (loss) in our condensed consolidated financial statements included elsewhere in this Quarterly Report.

See below for a reconciliation of net income (loss) attributable to Hyatt Hotels Corporation to ~~EBITDA and a reconciliation of EBITDA to~~ consolidated Adjusted EBITDA.

Adjusted ~~Selling,~~ General and Administrative Expenses

Adjusted ~~selling,~~ general and administrative expenses, as we define it, is a non-GAAP measure. Adjusted ~~selling,~~ general and administrative expenses exclude the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. Adjusted ~~selling,~~ general and administrative expenses assist 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. See "—Results of Operations" for a reconciliation of ~~selling,~~ general and administrative expenses to Adjusted ~~selling,~~ general and administrative expenses.

~~Comparable Hotels~~

"Comparable system-wide hotels" represents all properties we manage or franchise, including owned and leased properties, that are operated for the entirety of the periods being compared and that have not sustained substantial damage, business interruption, or undergone large-scale renovations during the periods being compared. Comparable system-wide hotels also exclude properties for which comparable results are not available. We may use variations of comparable system-wide hotels to specifically refer to comparable system-wide Americas hotels, including our wellness resorts, or our all-inclusive resorts, for those properties that we manage or franchise within the Americas management and franchising segment, comparable system-wide ASPAC hotels for those properties we manage or franchise within the ASPAC management and franchising segment, comparable system-wide EAME hotels for those properties that we manage or franchise within the EAME management and franchising segment, or comparable system-wide ALG all-inclusive resorts for those properties that we manage within the Apple

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Leisure Group segment. "Comparable owned and leased hotels" represents all properties we own or lease that are operated and consolidated for the entirety of the periods being compared and have not sustained substantial damage, business interruption, or undergone large-scale renovations during the periods being compared. Comparable owned and leased hotels also excludes properties for which comparable results are not available. Comparable system-wide hotels and comparable owned and leased hotels are commonly used as a basis of measurement in our industry. "Non-comparable system-wide hotels" or "non-comparable owned and leased hotels" represent all hotels that do not meet the respective definition of "comparable" as defined above.

~~Constant Dollar Currency~~

We report the results of our operations both on an as-reported basis, as well as on a constant dollar basis. Constant dollar currency, which is a non-GAAP measure, excludes the effects of movements in foreign currency exchange rates between comparative periods. We believe constant dollar analysis provides valuable information regarding our results as it removes currency fluctuations from our operating results. We calculate constant dollar currency by restating prior-period local currency financial results at the current period's exchange rates. These restated amounts are then compared to our current period reported amounts to provide operationally driven variances in our results.

~~Average Daily Rate~~ADR

ADR represents hotel room revenues, divided by the total number of rooms sold in a given period. ADR measures the average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. ADR is a commonly used performance measure in our industry, and we use ADR to assess the pricing levels that we are able to generate by customer group, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described below.

Comparable system-wide and Comparable owned and leased

"Comparable system-wide" represents all properties we manage, franchise, or provide services to, including owned and leased properties, that are operated for the entirety of the periods being compared and that have not

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sustained substantial damage, business interruption, or undergone large scale renovations during the periods being compared. Comparable system-wide also excludes properties for which comparable results are not available. We may use variations of comparable system-wide to specifically refer to comparable system-wide hotels, including our wellness resorts, or our all-inclusive resorts, for those properties that we manage, franchise, or provide services to within the management and franchising segment. "Comparable owned and leased" represents all properties we own or lease that are operated and consolidated for the entirety of the periods being compared and have not sustained substantial damage, business interruption, or undergone large-scale renovations during the periods being compared. Comparable owned and leased also excludes properties for which comparable results are not available. We may use variations of comparable owned and leased to specifically refer to comparable owned and leased hotels, including our wellness resorts, or our all inclusive resorts, for those properties that we own and lease within the owned and leased segment. Comparable system-wide and comparable owned and leased are commonly used as a basis of measurement in our industry. "Non-comparable system-wide" or "non-comparable owned and leased" represent all properties that do not meet the respective definition of "comparable" as defined above.

Constant Dollar Currency

We report the results of our operations both on an as-reported basis, as well as on a constant dollar basis. Constant Dollar Currency, which is a non-GAAP measure, excludes the effects of movements in foreign currency exchange rates between comparative periods. We believe constant dollar analysis provides valuable information regarding our results as it removes currency fluctuations from our operating results. We calculate Constant Dollar Currency by restating prior-period local currency financial results at the current period's exchange rates. These restated amounts are then compared to our current period reported amounts to provide operationally driven variances in our results.

Net Package ADR

Net Package ADR represents net package revenues divided by the total number of rooms sold in a given period. Net package revenues generally include revenue derived from the sale of package revenue at all-inclusive resorts comprised of rooms revenue, food and beverage, and entertainment, net of compulsory tips paid to employees. Net Package ADR measures the average room price attained by a hotel, and Net Package ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. Net Package ADR is a commonly used performance measure in our industry, and we use Net Package ADR to assess the pricing levels that we are able to generate by customer group, as changes in rates have a different effect on overall revenues and incremental profitability than changes in occupancy, as described above.

Net Package RevPAR

Net Package RevPAR is the product of the Net Package ADR and the average daily occupancy percentage. Net Package RevPAR generally includes revenue derived from the sale of package revenue comprised of rooms revenue, food and beverage, and entertainment, net of compulsory tips paid to employees. Our management uses Net Package RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotel performance on a regional and segment basis. Net Package RevPAR is a commonly used performance measure in our industry.

Occupancy

Occupancy represents the total number of rooms sold divided by the total number of rooms available at a hotel or group of hotels. Occupancy measures the utilization of a hotel's available capacity. We use occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable ADR levels as demand for hotel rooms increases or decreases.

RevPAR

RevPAR is the product of the ADR and the average daily occupancy percentage. RevPAR does not include non-room revenues, which consist of ancillary revenues generated by a hotel property, such as food and beverage, parking, and other guest service revenues. Our management uses RevPAR to identify trend information with respect to room revenues from comparable properties and to evaluate hotel performance on a regional and segment basis. RevPAR is a commonly used performance measure in our industry.

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RevPAR changes that are driven predominantly by changes in occupancy have different implications for overall revenue levels and incremental profitability than do changes that are driven predominantly by changes in average room rates. For example, increases in occupancy at a hotel would lead to increases in room revenues and additional variable operating costs, including housekeeping services, utilities, and room amenity costs, and could also result in increased ancillary revenues, including food and beverage. In contrast, changes in average room rates typically have a greater impact on margins and profitability as average room rate changes result in minimal impacts to variable operating costs.

~~Net Package ADR~~

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~~Net Package RevPAR~~

~~Net Financed Contracts~~

Net Financed Contracts represent Unlimited Vacation Club contracts signed during the period for which an initial cash down payment has been received and the remaining balance is contractually due in monthly installments over an average term of less than 4 years. The Net Financed Contract balance is calculated as the unpaid portion of membership contracts reduced by expenses related to fulfilling the membership program contracts and further reduced by an allowance for future estimated uncollectible installments. Net Financed Contract balances are not reported on our condensed consolidated balance sheets as our right to collect future installments is conditional on our ability to provide continuous access to member benefits at ALG resorts over the contract term, and the associated expenses to fulfill the membership contracts become liabilities of the Company only after the installments are collected. We believe Net Financed Contracts is useful to investors as it represents an estimate of future cash flows due in accordance with contracts signed in the current period. At September 30, 2023, the Net Financed Contract balance not recorded on our condensed consolidated balance sheet was $238 million.

~~Net Deferrals~~

Net Deferrals represent the change in contract liabilities associated with the Unlimited Vacation Club membership contracts less the change in deferred cost assets associated with the contracts. The contract liabilities and deferred cost assets are recognized as revenue and expense, respectively, on our condensed consolidated statements of income (loss) over the customer life, which ranges from 3 to 25 years. We believe Net Deferrals is useful to investors as it represents cash received that will be recognized as revenue in future periods.

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


		Three Months Ended September 30,
		2023		2022		Change
	Three Months Ended March 31,																							Three Months Ended March 31,
										2024				2023					Change
Net income attributable to Hyatt Hotels Corporation	Net income attributable to Hyatt Hotels Corporation	$	68	$	28	$	40	147.7	%	Net income attributable to Hyatt Hotels Corporation	$	522	$		$	58	$			$				464		797.0						797.0	%
Interest expense	Interest expense	41		38		3		5.6	%	Interest expense	38		33			33		5				5			16.2					16.2		%
Provision for income taxes	Provision for income taxes	33		35		(2)		(5.1)	%	Provision for income taxes	19		47			47		(28)				(28)			(60.9)					(60.9)		%
Depreciation and amortization	Depreciation and amortization	100		96		4		4.2	%	Depreciation and amortization	92		98			98		(6)				(6)			(6.1)					(6.1)		%
EBITDA		242		197		45		22.7	%
Contra revenue	Contra revenue	12		9		3		31.7	%	Contra revenue	13		10			10		3				3			22.3					22.3		%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties		(754)		(705)		(49)		(7.1)	%
Costs incurred on behalf of managed and franchised properties		764		697		67		9.8	%
Revenues for reimbursed costs										Revenues for reimbursed costs	(802)				(729)					(73)							(9.9)		%
Reimbursed costs										Reimbursed costs	836				749					87							11.6		%
Equity (earnings) losses from unconsolidated hospitality ventures	Equity (earnings) losses from unconsolidated hospitality ventures	(7)		(2)		(5)		(174.3)	%	Equity (earnings) losses from unconsolidated hospitality ventures	(75)		2			2		(77)				(77)			NM						NM
Stock-based compensation expense	Stock-based compensation expense	12		7		5		75.4	%	Stock-based compensation expense	31		32			32		(1)				(1)			(2.1)					(2.1)		%
(Gains) losses on sales of real estate and other		(18)		1		(19)		NM
Gains on sales of real estate and other										Gains on sales of real estate and other	(403)				—					(403)							NM
Asset impairments	Asset impairments	6		9		(3)		(39.9)	%	Asset impairments	17		2			2		15				15			661.7					661.7		%
Other (income) loss, net	Other (income) loss, net	(24)		24		(48)		(195.3)	%	Other (income) loss, net	(53)		(48)			(48)		(5)				(5)			(8.3)					(8.3)		%
Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA	Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA	14		15		(1)		(0.5)	%	Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA	17		14			14		3				3			21.0					21.0		%
Adjusted EBITDA	Adjusted EBITDA	$	247	$	252	$	(5)	(1.7)	%	Adjusted EBITDA	$	252	$		$	268	$			$	(16)		(5.9)					(5.9)		%

Nine Months Ended September 30,
2023 2022 Change
Net income attributable to Hyatt Hotels Corporation $ 194 $ 161 $ 33 20.7 %
Interest expense 105 116 (11) (9.6) %
Provision for income taxes 107 143 (36) (25.1) %
Depreciation and amortization 297 320 (23) (7.3) %
EBITDA 703 740 (37) (5.0) %
Contra revenue 34 27 7 25.4 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (2,267) (1,885) (382) (20.3) %
Costs incurred on behalf of managed and franchised properties 2,302 1,881 421 22.4 %
Equity (earnings) losses from unconsolidated hospitality ventures (4) 6 (10) (166.4) %
Stock-based compensation expense 60 47 13 27.0 %
Gains on sales of real estate and other (18) (250) 232 93.0 %
Asset impairments 13 19 (6) (34.4) %
Other (income) loss, net (80) 53 (133) (249.7) %
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA 45 38 7 19.6 %
Adjusted EBITDA $ 788 $ 676 $ 112 16.6 %

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Liquidity and Capital Resources

Overview

We finance our business primarily with existing cash, short-term investments, and cash generated from our operations. As part of our long-term business strategy, we use net proceeds from dispositions to pay down debt; support new investment opportunities, including acquisitions; and return capital to our stockholders, when appropriate. If necessary, we borrow cash under our revolving credit facility or from other third-party sources and raise funds by issuing debt or equity securities. We maintain a cash investment policy that emphasizes the preservation of capital.

~~During the quarter ended September 30, 2023, we issued the 2027 Notes and received approximately~~ ~~$596 million~~ ~~of net proceeds from the sale, which was used, together with cash on hand, to repay~~ ~~$638 million~~ ~~of the outstanding 2023 Notes at maturity. See Part I, Item 1 "Financial Statements—Note 9 to our Condensed Consolidated Financial Statements" for additional information.~~

We expect to successfully execute our commitment announced in August 2021 to realize $2.0 billion of gross proceeds from the disposition of owned assets, net of acquisitions, by the end of 2024. As of ~~September 30, 2023,~~May 9, 2024, we have ~~realize~~realiz~~d $721~~ed $1,496 million of proceeds from the net disposition of owned assets as part of this ~~commitment.~~commitment, including the following dispositions that were completed in the second quarter of 2024:

•On April 4, 2024, we completed the sale of Park Hyatt Zurich for a sales price of CHF 270 million (approximately $300 million using exchange rates as of the closing date), including CHF 41 million (approximately $45 million) of seller financing;

•On April 23, 2024, we completed the sale of Hyatt Regency San Antonio Riverwalk for a sales price of $230 million; and

•On May 1, 2024, we completed the sale of Hyatt Regency Green Bay for a sales price of $5 million.

See Part I, Item 1 "Financial Statements—Note 6 and Note 19 to our Condensed Consolidated Financial Statements" for additional information.

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We may, from time to time, seek to retire or purchase our outstanding equity and/or debt securities through cash purchases and/or exchanges for other securities in open market purchases, privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase transaction. Such repurchases or exchanges, if any, will depend on prevailing market conditions, restrictions in our existing or future financing arrangements, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material. During the quarter ended ~~September 30, 2023,~~March 31, 2024, we returned ~~$144~~$403 million of capital to our stockholders through $388 million of share ~~repurchases. During the three months ended September 30, 2023, we made $16~~repurchases, inclusive of $76 million of Class A common stock and $312 million of Class B common stock, and $15 million of quarterly dividend payments.See Part I, Item 1 "Financial Statements—Note 13 and Note 15 to our Condensed Consolidated Financial Statements" for additional information.

We believe that our cash position, short-term investments, cash from operations, borrowing capacity under our revolving credit facility, and access to the capital markets will be adequate to meet all of our funding requirements and capital deployment objectives in both the short term and long term.

Recent Transactions Affecting our Liquidity and Capital Resources

During both the ~~nine~~three months ended ~~September 30,~~March 31, 2024 and March 31, 2023, ~~and September 30, 2022,~~ various transactions impacted our liquidity. See "—Sources and Uses of Cash."

Sources and Uses of Cash


		Nine Months Ended September 30,
		2023		2022
	Three Months Ended March 31,						Three Months Ended March 31,
						2024	2023
Cash provided by (used in):	Cash provided by (used in):
Operating activities
Operating activities
Operating activities	Operating activities	$	426	$	403
Investing activities	Investing activities	(304)		430
Financing activities	Financing activities	(466)		(305)
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	(5)		26
Cash, cash equivalents, and restricted cash reclassified to assets held for sale		—		(2)
Net increase (decrease) in cash, cash equivalents, and restricted cash		$	(349)	$	552
Net change in cash, cash equivalents, and restricted cash classified as assets held for sale
Net decrease in cash, cash equivalents, and restricted cash

Cash Flows from Operating Activities

Cash provided by operating activities increased ~~$23~~$17 million for the ~~nine~~three months ended ~~September 30, 2023~~March 31, 2024, compared to the ~~nine~~three months ended ~~September 30, 2022. The increase was~~March 31, 2023, primarily due to improved performance across the portfolio, ~~driven by continued recovery from the COVID-19 pandemic and a decrease in cash paid for interest, partially~~ offset by an increase in cash paid for ~~taxes.~~

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interest.

Cash Flows from Investing Activities

During the ~~nine~~three months ended ~~September 30, 2023:~~March 31, 2024:

•We received $173 million of proceeds, net of cash disposed, closing costs, and proration adjustments, from the sale of Hyatt Regency Aruba Resort Spa and Casino.

•We received $41 million of proceeds, net of $39 million of cash disposed, from the UVC Transaction.

•We invested ~~$134~~$135 million in net purchases of marketable securities and short-term investments.

•We invested $34 million in capital expenditures (see "—Capital Expenditures").

During the three months ended March 31, 2023:

•We acquired Dream Hotel Group for $125 million of cash.

•We ~~acquired Mr & Mrs Smith for £58~~invested $30 million ~~approximately $72 million of cash, or $50 million net of cash acquired, using exchange rates as of the acquisition date.~~

•~~We issued $31 million of financing receivables.~~in capital expenditures (see "—Capital Expenditures").

•We invested $30 million in a convertible debt security.

•~~We transferred $10 million of cash related to advanced deposits to the buyer of the Destination Residential Management business.~~

•We received ~~$81~~$51 million of net proceeds from the sale of marketable securities and short-term investments.

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~~During the nine months ended September 30, 2022:~~

•~~We received $227 million of proceeds, net of closing costs and proration adjustments, from the sale of The Confidante Miami Beach.~~

•~~We received $136 million of proceeds, net of closing costs and proration adjustments, from the sale of Hyatt Regency Indian Wells Resort & Spa.~~

•~~We received $119 million of proceeds, net of closing costs and proration adjustments, from the sale of The Driskill.~~

~~• We received $109 million of cash consideration, net of closing costs, from the sale of Grand Hyatt San Antonio River Walk.~~

•~~We received $106 million of net proceeds from the sale of marketable securities and short-term investments.~~

•~~We received $38 million of proceeds related to the sale of our ownership interest in an equity method investment and the redemption of a HTM debt security.~~

~~• We invested $142 million in capital expenditures (see "—Capital Expenditures").~~

•~~We acquired Hyatt Regency Irvine for $135 million of cash, net of closing costs and proration adjustments.~~

~~• We paid $39 million related to the ALG Acquisition for amounts due back to the seller for purchase price adjustments.~~

Cash Flows from Financing Activities

During the ~~nine~~three months ended ~~September 30,~~March 31, 2024:

•We repurchased 2,515,656 shares of common stock for an aggregate purchase price of $388 million.

•We paid one quarterly $0.15 per share cash dividend on outstanding shares of Class A and Class B common stock totaling $15 million.

During the three months ended March 31, 2023:

•We ~~repaid our outstanding 2023 Notes at maturity for approximately $642 million, inclusive of $4 million of accrued interest.~~

•We repurchased ~~3,233,926~~1,018,931 shares of Class A common stock for an aggregate purchase price of ~~$358~~$106 million, inclusive of the payment of a $9 million liability for the repurchase of 106,116 shares recorded at December 31, 2022.

•We ~~paid two quarterly $0.15 per share cash dividends on outstanding shares of Class A and Class B common stock totaling $32 million.~~

•We repurchased ~~$18~~$13 million of our Senior Notes.

•~~We issued the 2027 Notes and received approximately $596 million of net proceeds, after deducting $4 million of underwriting discounts and other offering expenses.~~

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~~During the nine months ended September 30, 2022:~~

•~~We repurchased 3,075,891 shares of Class A common stock for an aggregate purchase price of $263 million.~~

•~~We repurchased $15 million of our Senior Notes.~~

•~~We utilized $8 million of restricted cash to defease the Series 2005 Bonds.~~

We define net debt as total debt less the total of cash and cash equivalents and short-term investments. We consider net debt and its components to be an important indicator of liquidity and a guiding measure of capital structure strategy. Net debt is a non-GAAP measure and may not be computed the same as similarly titled measures used by other companies. The following table provides a summary of our debt-to-capital ratios:


		September 30, 2023			December 31, 2022
	March 31, 2024										March 31, 2024			December 31, 2023
Consolidated debt (1)	Consolidated debt (1)	$	3,055		$	3,113
Stockholders' equity	Stockholders' equity	3,586			3,699
Total capital	Total capital	6,641			6,812
Total debt to total capital		46.0		%	45.7		%
Total debt-to-total capital								Total debt-to-total capital	45.5	%		46.2	%
Consolidated debt (1)	Consolidated debt (1)	3,055			3,113
Less: cash and cash equivalents and short-term investments		(727)			(1,149)
Less: cash and cash equivalents and short-term investments (2)
Net consolidated debt	Net consolidated debt	$	2,328		$	1,964
Net debt to total capital		35.1		%	28.8		%
Net debt-to-total capital								Net debt-to-total capital	33.7	%		32.6	%

(1) Excludes approximately ~~$547~~$457 million and ~~$538~~$548 million of our share of unconsolidated hospitality venture indebtedness at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, substantially all of which is non-recourse to us and a portion of which we guarantee pursuant to separate agreements.

(2) Excludes approximately $3 million of cash and cash equivalents reclassified to assets held for sale at December 31, 2023.

Capital Expenditures

We routinely make capital expenditures to enhance our business. We classify our capital expenditures into maintenance and technology and enhancements to existing ~~properties, and other.~~properties. We have been, and will continue to be, disciplined with respect to our capital spending, taking into account our cash flows from operations.


		Nine Months Ended September 30,
		2023		2022
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
Maintenance and technology	Maintenance and technology	$	82	$	61
Enhancements to existing properties	Enhancements to existing properties	52		75
Other		—		6

Total capital expenditures	Total capital expenditures	$	134	$	142
Total capital expenditures
Total capital expenditures

The ~~decrease~~increase in capital expenditures is primarily driven by ~~renovation spend at certain owned hotels in 2022, partially offset by renovations of a recently acquired property in 2023 and~~ increased maintenance and technology spend. Total capital expenditures for both the nine months ended September 30, 2023 and September 30, 2022 include $20 million related to ALG. Our capital expenditures continue to be below pre-COVID-19 pandemic levels, primarily as a result of our net dispositions of owned assets.spend at certain regional offices.

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Senior Notes

The table below sets forth the outstanding principal balance of our Senior Notes at ~~September 30, 2023,~~March 31, 2024, as described in Part I, Item 1 "Financial Statements—Note 9 to our Condensed Consolidated Financial Statements." Interest on the outstanding Senior Notes is payable semi-annually.


	Outstanding principal amount

$750 million senior unsecured notes maturing in 2024—1.800%	$	746
$450 million senior unsecured notes maturing in 2025—5.375%	450
$400 million senior unsecured notes maturing in 2026—4.850%	400
$600 million senior unsecured notes maturing in 2027—5.750%	600
$400 million senior unsecured notes maturing in 2028—4.375%	399
$450 million senior unsecured notes maturing in 2030—5.750%	440
Total Senior Notes	$	3,035

We are in compliance with all applicable covenants under the indenture governing our Senior Notes at ~~September 30, 2023.~~March 31, 2024.

Revolving Credit Facility

~~The~~Our revolving credit facility is intended to provide financing for working capital and general corporate purposes, including commercial paper backup and permitted investments and acquisitions. At both ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had no balance outstanding. See Part I, Item 1 "Financial Statements—Note 9 to our Condensed Consolidated Financial Statements."

We are in compliance with all applicable covenants under the revolving credit facility at ~~September 30, 2023.~~March 31, 2024.

Letters of Credit

We issue letters of credit either under ~~the~~our revolving credit facility or directly with financial institutions. We had ~~$256~~$153 million and ~~$263~~$256 million in letters of credit issued directly with financial institutions outstanding at ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. At ~~September 30, 2023,~~March 31, 2024, these letters of credit, which mature on various dates through ~~2024,~~2025, had weighted-average fees of approximately ~~159~~135 basis points. See Part I, Item 1 "Financial Statements—Note 12 to our Condensed Consolidated Financial Statements."

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Critical Accounting Policies and Estimates

Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have disclosed those estimates that we believe are critical and require complex judgment in their application in our ~~2022~~2023 Form 10-K, with an additional consideration below.

~~Contingent Consideration~~Guarantees

~~Contingent consideration payable arising from acquisitions is recorded at~~We enter into performance guarantees related to certain hotels we manage. We also enter into debt repayment and other guarantees with respect to certain unconsolidated hospitality ventures, certain hospitality venture partners, certain managed or franchised hotels, and indemnifications provided as a result of certain dispositions for liabilities incurred prior to sale. We record a liability for the fair value ~~as a liability on the acquisition date and remeasured~~of these guarantees at ~~each reporting~~their inception date. ~~Changes in fair value are recognized in other income (loss), net on our condensed consolidated statements of income.~~ In order to estimate the fair value, we generally utilize a Monte Carlo simulation to model the probability of possible outcomes. Changes to the significant assumptions or factors used to determine fair value, in particular, assumptions related to the selection of discount rates, probabilities of achieving the contractual milestones, and timing of payments, could affect the fair value measurement upon acquisition and each reporting period thereafter.

Contingent consideration receivable arising from dispositions is recorded at fair value as an asset upon sale. Changes in the carrying value are recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income when realizable. In order to estimate the fair value, we generally utilizeuse either scenario-based weighting, which utilizes a Monte Carlo simulation or a probability-based weighting approach to model the probability of possible ~~outcomes. Changes to~~outcomes, or the ~~significant~~with and without method under the income approach, which calculates the difference in present value of anticipated cash flows with and without the guarantee. The valuation methodology includes assumptions ~~or factors used to determine fair value, in particular, assumptions related to the selection of~~and judgments regarding probability weighting, discount rates, ~~probabilities of accomplishing the contractual objectives,~~volatility, hotel operating results, hotel property sales prices, and timing of ~~payments, could affect~~expected cash flows. Our assumptions are based on our knowledge of the ~~fair value measurement upon sale.~~

hospitality industry, market conditions, location of the property, contractual obligations, and likelihood of incurring costs related to claims for which we indemnify third parties, as well as other qualitative factors. See Part I, Item 1 "Financial Statements—Note 64 and Note 12 to our Condensed Consolidated Financial Statements."

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk, primarily from changes in interest rates and foreign currency exchange rates. In certain situations, we seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged. We enter into derivative financial arrangements to the extent they meet the objectives described above, and we do not use derivatives for trading or speculative purposes. At ~~September 30, 2023, we were a party to hedging transactions, including the use of derivative financial instruments, as discussed below.~~

~~Interest Rate Risk~~

~~In the normal course of business, we are exposed to the impact of interest rate~~March 31, 2024, there have been no material changes ~~due~~ to our borrowing activities. Our objective is to manage the risk of interest rate changes on the results of operations, cash flows, and the market value of our debt by creating an appropriate balance between our fixed and floating-rate debt. We enter into interest rate derivative transactions from time to time, including interest rate swaps and interest rate locks, in order to maintain a level of exposure to interest rate variability that we deem acceptable.

~~At both September 30, 2023 and December 31, 2022, we did not hold any interest rate swap or outstanding interest rate lock contracts.~~

~~The following table sets forth the contractual maturities and the total fair values at September 30, 2023 for our financial instruments materially affected by interest rate risk:~~

Maturities by Period
2023 2024 2025 2026 2027 Thereafter Total carrying amount (1) Total fair value (1)
Fixed-rate debt $ — $ 746 $ 450 $ 400 $ 600 $ 839 $ 3,035 $ 2,944
Average interest rate (2) 4.42 %
Floating-rate debt $ 1 $ 4 $ 4 $ 4 $ 4 $ 11 $ 28 $ 29
Average interest rate (2) 8.02 %

~~(1) Excludes $6 million of finance lease obligations and $14 million of unamortized discounts and deferred financing fees.~~

~~(2) Average interest rate at September 30, 2023.~~

~~Foreign Currency Exposures and Exchange Rate Instruments~~

We transact business in various foreign currencies and utilize foreign currency forward contracts to offset our exposure associated with the fluctuations of certain foreign currencies. The U.S. dollar equivalents of the notional amount of the outstanding forward contracts, which relate to intercompany transactions, with terms of less than one year were $154 million and $155 million at September 30, 2023 and December 31, 2022, respectively.

We intend to offset the gains and losses related to our third-party debt and intercompany transactions with gains or losses on our foreign currency forward contracts such that there is a negligible effect on our annual net income. Our exposure to market risk ~~has not materially changed from what we~~ previously disclosed in response to Item 7A to Part II of our ~~2022~~Annual Report on Form ~~10-K.~~

~~For~~10-K for the ~~three and nine months~~fiscal year ended September 30, 2023, the effects of these derivative instruments resulted in $6 million of net gains and insignificant net losses, respectively, recognized in other income (loss), net on our condensed consolidated statements of income. For the three and nine months ended September 30, 2022, the effects of these derivative instruments resulted in $13 million and $30 million, respectively, of net gains recognized in other income (loss), net on our condensed consolidated statements of income. We offset the gains and losses on our foreign currency forward contracts with gains and losses related to our intercompany loans and transactions, such that there is a negligible effect on our net income. At September 30, 2023, we had $5 million of assets recorded in prepaids and other assets, and at December 31, ~~2022, we had $1 million of liabilities recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets related to derivative instruments.~~

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures. We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report, an evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures, as of the end of the period covered by this Quarterly Report, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

There has been no change in the Company's internal control over financial reporting during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, workers' compensation and other employee claims, intellectual property claims, and claims related to our management of certain hotel properties. Most occurrences involving liability, claims of negligence, and employees are covered by insurance, in each case, with solvent insurance carriers. We record a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material effect on our consolidated financial position, results of operations, or liquidity.

See Part I, Item 1, "Financial Statements—Note 11 and Note 12 to our Condensed Consolidated Financial Statements" for more information related to tax and legal contingencies.

Item 1A. Risk Factors.

At ~~September 30, 2023,~~March 31, 2024, there have been no material changes from the risk factors previously disclosed in response to Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2022.~~2023.

Item 2. Unregistered Sales of Equity Securities and Use of ~~Proceeds, and Issuer Purchases of Equity Securities.~~Proceeds.

Issuer Purchases of Equity Securities

The following table sets forth information regarding our purchases of shares of Class A and Class B common stock on a settlement date basis during the quarter ended ~~September 30, 2023:~~March 31, 2024:

Total number
of shares
purchased (1) Weighted-average
price paid
per share Total number of
shares purchased
as part of publicly
announced plans Maximum number (or approximate dollar value) of shares that may yet be purchased under the program
July 1 to July 31, 2023 — $ — — $ 1,399,551,401
August 1 to August 31, 2023 1,246,366 115.15 1,246,366 $ 1,256,031,687
September 1 to September 30, 2023 — — — $ 1,256,031,687
Total 1,246,366 $ 115.15 1,246,366


	Total number of shares purchased (1)	Weighted-average price paid per share		Total number of shares purchased as part of publicly announced plans	Maximum number (or approximate dollar value) of shares that may yet be purchased under the program
January 1 to January 31, 2024	145,154	$	129.29	145,154	$	1,142,272,834
February 1 to February 29, 2024	96,536	129.90		96,536	$	1,129,732,492
March 1 to March 31, 2024	2,273,966	156.70		2,273,966	$	773,402,883
Total	2,515,656	$	154.09	2,515,656

(1)On December 18, 2019 and May 10, 2023, our board of directors approved expansions of our share repurchase program. Under each approval, we are authorized to purchase up to an additional $750 million and $1,055 million, respectively, of Class A and Class B common stock 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. The repurchase program does not obligate the Company 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. At ~~September 30, 2023,~~March 31, 2024, we had approximately ~~$1.3~~$773 million remaining under the share repurchase authorizations. On May 8, 2024, our board of directors authorized the repurchase of up to an additional $1 billion of our common stock. Following the authorization, we had approximately $1.8 billion remaining under the ~~combined~~total share repurchase ~~authorizations.~~authorization.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

~~Table of Contents~~

Item 5. Other Information.

On May 8, 2024, we filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 2,443,004 shares of Class B common stock, $0.01 par value per share, of the Company. Of the 2,443,004 shares of Class B common stock, 1,987,229 shares were converted into shares of Class A common stock, $0.01 par value per share, of the Company, in connection with the repurchase by the Company of 1,987,229 shares of Class B Common Stock from certain selling stockholders, and 455,775 shares were converted into shares of Class A common stock in connection with sales by certain selling stockholders into the public market pursuant to Rule ~~10b5-1 Trading Arrangements~~144 under the Securities Act of 1933, as amended. The Company's Amended and Restated Certificate of Incorporation

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requires that any shares of Class B common stock that are converted into shares of Class A common stock be retired and may not be reissued.

Effective upon filing, the Certificate of Retirement amended the Amended and Restated Certificate of Incorporation of the Company to reduce the total authorized number of shares of capital stock of the Company by 2,443,004 shares. The total number of authorized shares of the Company is now 1,397,998,010, such shares consisting of 1,000,000,000 shares designated Class A common stock, 387,998,010 shares designated Class B common stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share. A copy of the Certificate of Retirement is attached as part of Exhibit 3.1 hereto.

~~Trading Arrangement~~

~~Action~~

~~Date~~

Rule 10b5-1
(1)

Non-Rule 10b5-1
(2)

~~Total Shares to be Sold~~

~~Expiration Date~~

~~Joan Bottarini, Executive Vice President, Chief Financial Officer~~

~~Adopt~~

~~September 21, 2023~~

~~19,500~~

~~December 20, 2024~~

~~(1) Intended to satisfy the affirmative defense of Rule 10b5-1(c).~~

~~(2) Not intended to satisfy the affirmative defense of Rule 10b5-1(c).~~

6748

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Item 6. Exhibits.


Exhibit Number			Exhibit Description

3.1			Amended and Restated Certificate of Incorporation of Hyatt Hotels ~~(incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K (File No. 001-34521) filed with the Securities and Exchange Commission on February 16, 2023)~~

3.2			Amended and Restated Bylaws of Hyatt Hotels Corporation (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on September 16, 2022)







~~4.1~~			Twelfth Supplemental Indenture, dated as of July 6, 2023, between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on July 6, 2023)

~~4.2~~			Thirteenth Supplemental Indenture, dated as of July 6, 2023, between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on July 6, 2023)

~~4.3~~			Form of 5.750% Senior Note due 2027 (included in Exhibit 4.2) (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on July 6, 2023)

~~+10.1~~			~~Hyatt Hotels Corporation Summary of Amended and Restated Non-Employee Director Compensation, effective as of January 1, 2024~~

31.1			Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2			Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1			Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2			Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			XBRL Taxonomy Extension Schema Document

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			XBRL Taxonomy Extension Label Linkbase Document

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

+ Management contract or compensatory plan or arrangement.

6849

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		Hyatt Hotels Corporation

Date:	~~November 2, 2023~~May 9, 2024	By:	/s/ Mark S. Hoplamazian
			Mark S. Hoplamazian
			President and Chief Executive Officer
			(Principal Executive Officer)


		Hyatt Hotels Corporation

Date:	~~November 2, 2023~~May 9, 2024	By:	/s/ Joan Bottarini
			Joan Bottarini
			Executive Vice President, Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

6950


	Three Months Ended September 30, 2023
	Owned and leased hotels		Americas management and franchising		ASPAC management and franchising		EAME management and franchising		Apple Leisure Group		Corporate and other		Eliminations		Total
Rooms revenues (1)	$	208	$	—	$	—	$	—	$	17	$	—	$	(8)	$	217
Food and beverage	73		—		—		—		—		—		—		73
Other	37		—		—		—		2		—		—		39

Owned and leased hotels	318		—		—		—		19		—		(8)		329

Base management fees	—		63		17		11		13		—		(10)		94
Incentive management fees	—		12		20		6		16		—		(3)		51

Franchise, license, and other fees	—		62		5		5		9		24		—		105


Management, franchise, license, and other fees	—		137		42		22		38		24		(13)		250
Contra revenue	—		(7)		(1)		(3)		(1)		—		—		(12)
Net management, franchise, license, and other fees	—		130		41		19		37		24		(13)		238

Distribution and destination management	—		—		—		—		222		—		—		222
Other revenues	—		20		—		—		50		8		1		79

Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	—		659		39		26		30		—		—		754

Total	$	318	$	809	$	80	$	45	$	358	$	32	$	(20)	$	1,622
(1) Apple Leisure Group includes package revenues for all-inclusive leased properties.


	Nine Months Ended September 30, 2023
	Owned and leased hotels		Americas management and franchising		ASPAC management and franchising		EAME management and franchising		Apple Leisure Group		Corporate and other		Eliminations		Total
Rooms revenues (1)	$	623	$	—	$	—	$	—	$	24	$	—	$	(23)	$	624
Food and beverage	242		—		—		—		—		—		—		242
Other	116		—		—		—		2		—		—		118

Owned and leased hotels	981		—		—		—		26		—		(23)		984

Base management fees	—		189		50		29		42		—		(29)		281
Incentive management fees	—		52		60		22		45		—		(12)		167

Franchise, license, and other fees	—		171		12		13		26		59		—		281

Management, franchise, license, and other fees	—		412		122		64		113		59		(41)		729
Contra revenue	—		(19)		(3)		(9)		(3)		—		—		(34)
Net management, franchise, license, and other fees	—		393		119		55		110		59		(41)		695
Distribution and destination management	—		—		—		—		823		—		—		823
Other revenues	—		83		—		—		134		20		1		238

Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	—		1,986		115		72		94		—		—		2,267

Total	$	981	$	2,462	$	234	$	127	$	1,187	$	79	$	(63)	$	5,007
(1) Apple Leisure Group includes package revenues for all-inclusive leased properties.


	Three Months Ended September 30, 2022
	Owned and leased hotels		Americas management and franchising		ASPAC management and franchising (2)		EAME management and franchising (2)		Apple Leisure Group		Corporate and other		Eliminations		Total
Rooms revenues (1)	$	196	$	—	$	—	$	—	$	15	$	—	$	(7)	$	204
Food and beverage	69		—		—		—		—		—		—		69
Other	35		—		—		—		1		—		—		36
Owned and leased hotels	300		—		—		—		16		—		(7)		309

Base management fees	—		60		14		9		10		—		(9)		84
Incentive management fees	—		15		13		6		12		—		(3)		43

Franchise, license, and other fees	—		52		3		11		18		13		—		97


Management, franchise, license, and other fees	—		127		30		26		40		13		(12)		224
Contra revenue	—		(5)		(1)		(2)		(1)		—		—		(9)
Net management, franchise, license, and other fees	—		122		29		24		39		13		(12)		215

Distribution and destination management	—		—		—		—		244		—		—		244
Other revenues	—		28		—		—		37		3		—		68

Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	—		614		43		21		27		—		—		705

Total	$	300	$	764	$	72	$	45	$	363	$	16	$	(19)	$	1,541
(1) Apple Leisure Group includes package revenues for all-inclusive leased properties.
(2) Amounts presented have been adjusted for changes within the segments effective on January 1, 2023 (see Note 16).


	Nine Months Ended September 30, 2022
	Owned and leased hotels		Americas management and franchising		ASPAC management and franchising (2)		EAME management and franchising (2)		Apple Leisure Group		Corporate and other		Eliminations		Total
Rooms revenues (1)	$	572	$	—	$	—	$	—	$	19	$	—	$	(21)	$	570
Food and beverage	225		—		—		—		—		—		—		225
Other	115		—		—		—		1		—		—		116

Owned and leased hotels	912		—		—		—		20		—		(21)		911

Base management fees	—		167		32		24		27		—		(27)		223
Incentive management fees	—		45		25		19		48		—		(9)		128

Franchise, license, and other fees	—		142		10		14		31		34		—		231


Management, franchise, license, and other fees	—		354		67		57		106		34		(36)		582
Contra revenue	—		(17)		(3)		(6)		(1)		—		—		(27)
Net management, franchise, license, and other fees	—		337		64		51		105		34		(36)		555
Distribution and destination management	—		—		—		—		746		—		—		746
Other revenues	—		91		—		—		104		9		2		206
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	—		1,632		114		57		82		—		—		1,885

Total	$	912	$	2,060	$	178	$	108	$	1,057	$	43	$	(55)	$	4,303
(1) Apple Leisure Group includes package revenues for all-inclusive leased properties.
(2) Amounts presented have been adjusted for changes within the segments effective on January 1, 2023 (see Note 16).


	September 30, 2023		December 31, 2022
Management and franchise agreement assets constituting payments to customers (1)	$	817	$	699
Marketable securities held to fund the loyalty program (Note 4)	477		406
Marketable securities held to fund rabbi trusts (Note 4)	449		420
Deferred costs related to the paid membership program	172		106
Long-term investments (Note 4)	93		77
Common shares in Playa N.V. (Note 4)	88		79
Marketable securities held for captive insurance company (Note 4)	83		93
Long-term restricted cash	4		37
Other	119		112
Total other assets	$	2,302	$	2,029
(1) Includes cash consideration as well as other forms of consideration provided, such as debt repayment or performance guarantees.


	Balance at July 1, 2023		Current period other comprehensive income (loss) before reclassification		Amount reclassified from accumulated other comprehensive loss		Balance at September 30, 2023
Foreign currency translation adjustments	$	(168)	$	(26)	$	—	$	(194)
AFS debt securities unrealized fair value adjustments (1)	(11)		2		3		(6)

Derivative instrument adjustments (2)	(27)		1		2		(24)
Accumulated other comprehensive loss	$	(206)	$	(23)	$	5	$	(224)
(1) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in other income (loss), net related to marketable securities held for our captive insurance company (see Note 18).
(2) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.
	Balance at January 1, 2023		Current period other comprehensive income (loss) before reclassification		Amount reclassified from accumulated other comprehensive loss		Balance at September 30, 2023
Foreign currency translation adjustments	$	(202)	$	8	$	—	$	(194)
AFS debt securities unrealized fair value adjustments (3)	(11)		2		3		(6)

Derivative instrument adjustments (4)	(29)		1		4		(24)
Accumulated other comprehensive loss	$	(242)	$	11	$	7	$	(224)
(3) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in other income (loss), net related to marketable securities held for our captive insurance company (see Note 18).
(4) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks. We expect to reclassify $6 million of losses over the next 12 months.


	Balance at July 1, 2022		Current period other comprehensive income (loss) before reclassification		Amount reclassified from accumulated other comprehensive loss		Balance at September 30, 2022
Foreign currency translation adjustments	$	(219)	$	(22)	$	—	$	(241)
AFS debt securities unrealized fair value adjustments	(11)		(5)		—		(16)
Pension liabilities adjustment	(4)		—		—		(4)
Derivative instrument adjustments (5)	(31)		—		2		(29)
Accumulated other comprehensive loss	$	(265)	$	(27)	$	2	$	(290)
(5) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.
	Balance at January 1, 2022		Current period other comprehensive income (loss) before reclassification		Amount reclassified from accumulated other comprehensive loss		Balance at September 30, 2022
Foreign currency translation adjustments (6)	$	(206)	$	(40)	$	5	$	(241)
AFS debt securities unrealized fair value adjustments	(1)		(15)		—		(16)
Pension liabilities adjustment	(4)		—		—		(4)
Derivative instrument adjustments (7)	(34)		—		5		(29)
Accumulated other comprehensive loss	$	(245)	$	(55)	$	10	$	(290)
(6) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in equity earnings (losses) from unconsolidated hospitality ventures related to the disposition of our ownership interest in an unconsolidated hospitality venture (see Note 4).
(7) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.


	Maturities by Period
	2023		2024		2025		2026		2027		Thereafter		Total carrying amount (1)			Total fair value (1)
Fixed-rate debt	$	—	$	746	$	450	$	400	$	600	$	839	$	3,035		$	2,944
Average interest rate (2)													4.42		%
Floating-rate debt	$	1	$	4	$	4	$	4	$	4	$	11	$	28		$	29
Average interest rate (2)													8.02		%