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Hyatt Hotels Corp

For the period ended Sep 30, 2026. Filed Oct 29, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 29, 2026

H$191.55+3.2%Stored close · as of Nov 10, 2026

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Item 1. Financial Statements

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(In millions of dollars, except per share amounts)

Three Months EndedNine Months Ended
September 30, 2026September 30, 2025September 30, 2026September 30, 2025
REVENUES:
Base management fees$117$107$368$334
Incentive management fees6553215191
Franchise and other fees145123401366
Gross fees327283984891
Contra revenue(18)(34)(58)(69)
Net fees309249926822
Owned and leased271429764952
Distribution168192667769
Other revenues—13—35
Revenues for reimbursed costs9959032,9632,734
Total revenues1,7431,7865,3205,312
DIRECT AND GENERAL AND ADMINISTRATIVE EXPENSES:
General and administrative102138412416
Owned and leased222346645786
Distribution149169592654
Other direct costs—22—66
Transaction and integration costs82532130
Depreciation and amortization7283221245
Reimbursed costs9889052,9712,756
Total direct and general and administrative expenses1,5411,6884,8735,053
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts(9)223741
Equity earnings (losses) from unconsolidated hospitality ventures(3)(34)(5)(40)
Interest expense(65)(90)(194)(230)
Gains (losses) on sales of real estate and other(6)—(4)(2)
Asset impairments(64)(9)(90)(23)
Other income (loss), net24(4)12768
Income (loss) before income taxes79(17)31873
Provision for income taxes(18)(33)(107)(103)
Net income (loss)$61$(50)$211$(30)
Net income (loss) attributable to noncontrolling interests$3$(1)$5$2
Net income (loss) attributable to Hyatt Hotels Corporation$58$(49)$206$(32)
EARNINGS (LOSSES) PER CLASS A AND CLASS B SHARE:
Net income (loss) attributable to Hyatt Hotels Corporation—Basic$0.61$(0.51)$2.19$(0.34)
Net income (loss) attributable to Hyatt Hotels Corporation—Diluted$0.60$(0.51)$2.13$(0.34)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months EndedNine Months Ended
September 30, 2026September 30, 2025September 30, 2026September 30, 2025
Net income (loss)$61$(50)$211$(30)
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments, net of tax of $— and $1 for the three and nine months ended September 30, 2026, respectively, and $(1) and $(6) for the three and nine months ended September 30, 2025, respectively(16)(5)(36)167
Available-for-sale debt securities unrealized fair value adjustments, net of tax of $3 and $6 for the three and nine months ended September 30, 2026, respectively, and $— for both the three and nine months ended September 30, 2025(12)2(31)1
Pension liabilities adjustments, net of tax of $— for both the three and nine months ended September 30, 2026 and September 30, 2025(1)(1)(1)(1)
Derivative instrument adjustments, net of tax of $— and $(1) for the three and nine months ended September 30, 2026, respectively, and $— and $(1) for the three and nine months ended September 30, 2025, respectively2245
Other comprehensive income (loss)(27)(2)(64)172
Comprehensive income (loss)$34$(52)$147$142
Comprehensive income (loss) attributable to noncontrolling interests$1$(2)$(6)$40
Comprehensive income (loss) attributable to Hyatt Hotels Corporation$33$(50)$153$102

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2026December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$454$787
Short-term investments4126
Receivables, net of allowances of $82 and $79 at September 30, 2026 and December 31, 2025, respectively1,3391,123
Prepaids and other assets280241
Total current assets2,1142,177
Equity method investments225186
Property and equipment, net1,5281,577
Financing receivables, net of allowances of $53 and $50 at September 30, 2026 and December 31, 2025, respectively473442
Operating lease right-of-use assets300328
Goodwill3,4483,454
Intangibles, net2,0232,229
Deferred tax assets618518
Other assets3,1353,125
TOTAL ASSETS$13,864$14,036
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt$755$6
Accounts payable375451
Accrued expenses and other current liabilities514627
Current contract liabilities1,5211,584
Accrued compensation and benefits209226
Total current liabilities3,3742,894
Long-term debt3,6754,272
Long-term contract liabilities1,2201,012
Long-term operating lease liabilities218243
Other long-term liabilities1,8741,956
Total liabilities10,36110,377
Commitments and contingencies (Note 13)
EQUITY:
Preferred stock, $0.01 par value per share; 10,000,000 shares authorized and none issued and outstanding at both September 30, 2026 and December 31, 2025——
Class A common stock, $0.01 par value per share; 1,000,000,000 shares authorized and 40,803,460 shares issued and outstanding at September 30, 2026; 1,000,000,000 shares authorized and 41,460,839 shares issued and outstanding at December 31, 202511
Class B common stock, $0.01 par value per share; 384,630,219 shares authorized and 52,635,807 shares issued and outstanding at September 30, 2026; 385,137,885 shares authorized and 53,143,473 shares issued and outstanding at December 31, 2025——
Additional paid-in capital——
Retained earnings3,3903,482
Accumulated other comprehensive loss(202)(149)
Total stockholders' equity3,1893,334
Noncontrolling interests314325
Total equity3,5033,659
TOTAL LIABILITIES AND EQUITY$13,864$14,036

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
September 30, 2026September 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)$211$(30)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization221245
Amortization of share awards5661
Amortization of operating lease right-of-use assets2625
Deferred income taxes(94)(24)
Asset impairments9023
Equity (earnings) losses from unconsolidated hospitality ventures540
Contra revenue5869
(Gains) losses, net on marketable securities1(18)
Contingent consideration liabilities fair value adjustments(17)(14)
Payments for key money assets(116)(100)
Deferred revenue related to the loyalty program368179
Working capital changes and other(794)(390)
Net cash provided by operating activities1566
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities and short-term investments(406)(496)
Proceeds from marketable securities and short-term investments532772
Contributions to equity method and other investments(83)(71)
Return of equity method and other investments710
Acquisitions, net of cash acquired(8)(1,274)
Capital expenditures(67)(143)
Proceeds from sales of real estate and other, net (1)(10)13
Issuance of financing receivables(103)(16)
Proceeds from financing receivables2713
Other investing activities145
Net cash used in investing activities(97)(1,187)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt, net of issuance costs of $— and $15 for the nine months ended September 30, 2026 and September 30, 2025, respectively1502,684
Repayments of debt(3)(1,550)
Repurchases of common stock(294)(179)
Dividends paid(42)(43)
Payment of withholding taxes for stock-based compensation(32)(24)
Payment of deferred consideration liability(21)—
Other financing activities(8)(21)
Net cash provided by (used in) financing activities(250)867
Effect of exchange rate changes on cash—(13)
Net decrease in cash, cash equivalents, and restricted cash, including cash, cash equivalents, and restricted cash classified within current assets held for sale(332)(267)
Change in cash, cash equivalents, and restricted cash classified within current assets held for sale—(50)
Net decrease in cash, cash equivalents, and restricted cash(332)(317)
Cash, cash equivalents, and restricted cash—Beginning of period7881,015
Cash, cash equivalents, and restricted cash—End of period$456$698
(1) Includes cash disposed, cash paid for transaction costs, and/or cash paid or received for proration adjustments or other amounts, as applicable.
(Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Supplemental disclosure of cash flow information:

September 30, 2026September 30, 2025
Cash and cash equivalents$454$697
Restricted cash included in prepaids and other assets11
Restricted cash included in other assets1—
Total cash, cash equivalents, and restricted cash$456$698
Nine Months Ended
September 30, 2026September 30, 2025
Cash paid during the period for interest$172$194
Cash paid during the period for income taxes, net$174$182
Cash paid for amounts included in the measurement of operating lease liabilities$34$33
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for operating lease liabilities$8$10
Contributions to equity method and other investments$4$—
Purchase consideration for the Playa Hotels Acquisition (Note 7)$—$13
Extinguishment of convertible debt security (Note 4)$—$30
(Concluded)

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

Stockholders' equity attributable to Hyatt Hotels Corporation
Common Shares Outstanding · Common Stock Amount · Additional Paid-in Capital · Retained Earnings · Accumulated Other Comprehensive Loss · Noncontrolling Interests · Total
Class · Class · Class · Class
A · B · A · B
BALANCE—January 1, 202542,613,09053,531,579$1$—$—$3,815$(269)$279$3,826
Net income—————20—424
Other comprehensive income——————451358
Measurement period adjustment for noncontrolling interest (1)———————55
Repurchases of common stock (2)(1,078,511)———(13)(137)——(150)
Employee stock plan issuance12,982———2———2
Share-based payment activity351,159———11———11
Dividends declared (3)—————(14)——(14)
Class share conversions19,001(19,001)———————
BALANCE—March 31, 202541,917,72153,512,578$1$—$—$3,684$(224)$301$3,762
Net loss—————(3)—(1)(4)
Other comprehensive income——————9026116
Employee stock plan issuance21,695———2———2
Share-based payment activity (4)17,454———25———25
Dividends declared (3)—————(14)——(14)
BALANCE—June 30, 202541,956,87053,512,578$1$—$27$3,667$(134)$326$3,887
Net loss—————(49)—(1)(50)
Other comprehensive loss——————(1)(1)(2)
Repurchases of common stock (2)(211,799)———(31)———(31)
Employee stock plan issuance15,578———2———2
Share-based payment activity15,377———17———17
Dividends declared (5)—————(15)——(15)
Class share conversions364,620(364,620)———————
BALANCE—September 30, 202542,140,64653,147,958$1$—$15$3,603$(135)$324$3,808
(1) Relates to an acquisition that was completed during the year ended December 31, 2024.
(2) Includes a $1 million liability related to the 1% U.S. federal excise tax.
(3) Cash dividends declared of $0.15 per share includes $6 million and $8 million to Class A and Class B stockholders, respectively.
(4) Includes $3 million of additional paid-in capital related to time-vested restricted stock units granted to certain Playa Hotels & Resorts N.V. employees as part of the total purchase consideration on the acquisition date (see Note 7).
(5) Cash dividends declared of $0.15 per share includes $7 million and $8 million to Class A and Class B stockholders, respectively.
(Continued)
See accompanying Notes to condensed consolidated financial statements.

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

Stockholders' equity attributable to Hyatt Hotels Corporation
Common Shares Outstanding · Common Stock Amount · Additional Paid-in Capital · Retained Earnings · Accumulated Other Comprehensive Loss · Noncontrolling Interests · Total
Class · Class · Class · Class
A · B · A · B
BALANCE—January 1, 202641,460,83953,143,473$1$—$—$3,482$(149)$325$3,659
Net income—————38—341
Other comprehensive loss——————(6)(5)(11)
Repurchases of common stock (6)(840,249)———(12)(124)——(136)
Employee stock plan issuance13,224———2———2
Share-based payment activity363,762———10———10
Dividends declared (7)—————(14)——(14)
Class share conversions12,000(12,000)———————
BALANCE—March 31, 202641,009,57653,131,473$1$—$—$3,382$(155)$323$3,551
Net income (loss)—————110—(1)109
Other comprehensive loss——————(22)(4)(26)
Repurchases of common stock(62,605)———(12)———(12)
Employee stock plan issuance18,695———3———3
Share-based payment activity183,975———13———13
Dividends declared (7)—————(14)——(14)
Class share conversions375,666(375,666)———————
BALANCE—June 30, 202641,525,30752,755,807$1$—$4$3,478$(177)$318$3,624
Net income—————58—361
Other comprehensive loss——————(25)(2)(27)
Distribution to noncontrolling interests———————(5)(5)
Repurchases of common stock (6)(867,109)———(16)(132)——(148)
Employee stock plan issuance11,615———2———2
Share-based payment activity13,647———10———10
Dividends declared (7)—————(14)——(14)
Class share conversions120,000(120,000)———————
BALANCE—September 30, 202640,803,46052,635,807$1$—$—$3,390$(202)$314$3,503
(6) Includes a $1 million liability related to the 1% U.S. federal excise tax.
(7) Cash dividends declared of $0.15 per share includes $6 million and $8 million to Class A and Class B stockholders, respectively.
(Concluded)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions of dollars, unless otherwise indicated)

  1. ORGANIZATION

Hyatt Hotels Corporation, a Delaware corporation, and its consolidated subsidiaries have offerings that consist of full service hotels and resorts, select service hotels, all-inclusive resorts, and other properties, including timeshare, fractional, and other forms of residential and vacation units. We also offer distribution and destination management services through ALG Vacations and distribution services through Mr & Mrs Smith, a boutique and luxury global travel platform. At September 30, 2026, our hotel portfolio included 1,584 hotels and all-inclusive resorts (380,217 rooms), and our portfolio of properties operated in 84 countries around the world. Additionally, we provide certain reservation and/or loyalty program services to hotels that are unaffiliated with our hotel portfolio and operate under other trade names or marks owned by such hotels or licensed by third parties.

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

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

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

"loyalty program" refers to the World of Hyatt loyalty program that is operated for the benefit of participating properties and is designed to drive guest engagement and repeat business by rewarding members with points and other benefits;

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

"residential units" refer to residential units that we manage, own, or to which we provide services or license our trademarks, including Hyatt-branded residential units that are either for sale or owned by a third-party and participating in a voluntary rental management program, which are typically located within or adjacent to a full service hotel that is a member of our portfolio of properties or in stand-alone developments; and

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

The unaudited condensed consolidated financial statements and accompanying footnotes (the "Notes") include Hyatt Hotels Corporation and its majority owned and controlled subsidiaries as well as entities consolidated under the variable interest entity ("VIE") model and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all information or footnotes required by GAAP for complete annual financial statements. As a result, this Quarterly Report should be read in conjunction with the consolidated financial statements and accompanying footnotes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Form 10-K").

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. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation.

  1. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Future Adoption of Accounting Standards

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

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

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

Government Grants—In December 2025, the FASB issued Accounting Standards Update No. 2025-10 ("ASU 2025-10"), Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. ASU 2025-10 establishes authoritative guidance on the accounting and presentation of government grants received by a business entity. The provisions of ASU 2025-10 are effective for fiscal years beginning after December 15, 2028 and interim periods within those fiscal years, with early adoption permitted, and may be applied retrospectively or with a modified prospective or retrospective approach. We are currently assessing the impact of adopting ASU 2025-10.

Interim Reporting—In December 2025, the FASB issued Accounting Standards Update No. 2025-11 ("ASU 2025-11"), Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies the applicability of interim reporting guidance, provides a comprehensive list of required interim disclosures, and establishes a disclosure principle that requires disclosure of material events that occurred after the end of the last annual reporting period. The provisions of ASU 2025-11 are effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied prospectively or retrospectively. We are currently assessing the impact of adopting ASU 2025-11.

Codification Improvements—In December 2025, the FASB issued Accounting Standards Update No. 2025-12 ("ASU 2025-12"), Codification Improvements. The amendments in ASU 2025-12 represent changes to certain FASB Accounting Standards Codification topics that clarify, correct errors, or make minor improvements. The provisions of ASU 2025-12 are effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years, with early adoption permitted, and may be applied prospectively or retrospectively. Early adoption and transition method may be elected on an issue-by-issue basis. We do not expect the adoption of ASU 2025-12 to have a material impact on our condensed consolidated financial statements and accompanying Notes.

  1. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Revenues

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

Contract Balances

At September 30, 2026 and December 31, 2025, we had a $7 million and $14 million, respectively, contingent consideration receivable recorded as a contract asset in other assets on our condensed consolidated balance sheets related to the Tortuga sale, as defined in Note 7. We estimate contingent consideration on a recurring basis using the expected value method. During the three and nine months ended September 30, 2026, we recognized $3 million and $7 million, respectively, of losses in gains (losses) on sales of real estate and other due to a change in estimate.

Contract liabilities were comprised of the following:

September 30, 2026December 31, 2025
Deferred revenue related to the loyalty program$1,972$1,604
Deferred revenue related to distribution and destination management services471643
Advanced deposits7159
Initial application fees from franchisees5050
Deferred revenue related to insurance programs27102
Other deferred revenue150138
Total$2,741$2,596

Revenue recognized during the three months ended September 30, 2026 and September 30, 2025 included in the contract liabilities balance at the beginning of each year was $179 million and $201 million, respectively. Revenue recognized during thenine months ended September 30, 2026 and September 30, 2025 included in the contract liabilities balance at the beginning of each year was $1,076 million and$1,122 million, respectively. This revenue primarily related to distribution and destination management services and the loyalty program.

Revenue Allocated to Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted revenue expected to be recognized in future periods was approximately $135 million at September 30, 2026, and primarily related to design services fees from third-party owners and initial application fees from franchisees. Design services fees are recognized as revenues over multiple years, typically over a period of less than five years, using the percentage-of-completion method based on the achievement of design and/or renovation or construction milestones, timing of which is inherently uncertain. Initial application fees are recognized as revenues using the straight-line method over the initial term of the franchise agreement, which is generally 20 years. Of the $135 million of contracted revenue, we expect to recognize approximately 15% within the next 12 months, with the remainder to be recognized thereafter.

  1. DEBT AND EQUITY SECURITIES

Variable Interest Entities

Bahia Principe—We hold a variable interest in a VIE that owns the Bahia Principe brand and manages Bahia Principe Hotels & Resorts-branded properties, and we provide certain commercial and management support services to the entity. We consolidate the operating results and financial position of the VIE as we are the primary beneficiary. The following table summarizes the VIE's assets and liabilities, including the effect of foreign currency translation, recorded on our condensed consolidated balance sheets. The assets may only be used to settle obligations of the consolidated VIE, if any. In addition, there is no recourse to us for the consolidated VIE's liabilities.

September 30, 2026December 31, 2025
Cash and cash equivalents$28$23
Receivables, net27
Prepaids and other assets1—
Total current assets3130
Operating lease right-of-use assets—1
Goodwill171178
Intangibles, net528561
Other assets6259
Total assets$792$829
Accounts payable$—$2
Accrued expenses and other current liabilities35
Accrued compensation and benefits11
Total current liabilities48
Long-term operating lease liabilities—1
Other long-term liabilities171180
Total liabilities$175$189

Unlimited Vacation Club—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. We manage the Unlimited Vacation Club business under a long-term management agreement and license and royalty agreement.

At September 30, 2026 and December 31, 2025, we had $74 million and $80 million, respectively, recorded in other long-term liabilities (see Note 11) on our condensed consolidated balance sheets related to our guaranteed obligations of this unconsolidated VIE. At September 30, 2026 and December 31, 2025, our maximum exposure to loss was $132 million and $149 million, respectively, which includes the maximum exposure of our guaranteed obligations (see Note 13).

Equity Method Investments

At September 30, 2026 and December 31, 2025, we had $225 million and $186 million, respectively, of equity method investments recorded on our condensed consolidated balance sheets. One of our unconsolidated hospitality ventures has its equity shares listed on the BSE Limited and National Stock Exchange of India Limited stock exchanges. At September 30, 2026, the aggregate value of our equity shares was $193 millionbased on the price per share of the principal market.

During the nine months ended September 30, 2026, an equity method investment, in which we hold an ownership interest, sold the underlying hotel to a third party, and we recognized an insignificant gain in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income (loss). At the time of sale, we had $10 million of outstanding financing receivables with the unconsolidated hospitality venture, which were repaid in conjunction with the sale. Additionally, the unconsolidated hospitality venture repaid its third-party mortgage loan on the property, and we were released from our debt repayment guarantee. Upon sale, we entered into a long-term franchise agreement for the property.

During both the three and nine months ended September 30, 2026 and September 30, 2025, we identified indicators of impairment for certain equity method investments and determined that their estimated fair values were less than their carrying values and the declines in value were other than temporary. We estimated the fair values of these investments, which are classified as Level Three in the hierarchy, using pending third-party offers or internally developed cash flow models.

The following table summarizes impairment charges recognized in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income (loss):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Equity method investments$2$29$2$36

Marketable Securities and Other Investments

We hold various forms of debt and equity securities for investment purposes and to fund our loyalty program, deferred compensation plans held in rabbi trusts, and captive insurance company. We also periodically transfer available cash and cash equivalents to purchase marketable securities.

Trading Securities—Our trading securities are recorded at fair value based on listed market prices or dealer quotations, where available. At both September 30, 2026 and December 31, 2025, our interest-bearing money market funds were recorded in cash and cash equivalents and all other trading securities were recorded in other assets on our condensed consolidated balance sheets. The following table summarizes the fair values of our trading securities:

September 30, 2026December 31, 2025
Level One—Quoted Prices in Active Markets for Identical Assets
Interest-bearing money market funds$130$441
Exchange-traded funds87
Common shares1313
Marketable securities held to fund rabbi trusts441594
Level Two—Significant Other Observable Inputs
U.S. government obligations5468
U.S. government agencies59
Corporate debt securities57
Mortgage-backed securities54
Asset-backed securities21
Municipal and provincial notes and bonds12
Total$664$1,146

Changes in the fair value of marketable securities held to fund rabbi trusts were recognized in the following financial statement line items on our condensed consolidated statements of income (loss) and had no impact on net income (loss): revenues for reimbursed costs; general and administrative expenses; owned and leased expenses; reimbursed costs; and net gains (losses) and interest income from marketable securities held to fund rabbi trusts.

Net unrealized and realized gains (losses) recognized in revenues for reimbursed costs, net gains (losses) and interest income from marketable securities held to fund rabbi trusts, and other income (loss), net on our condensed consolidated statements of income (loss) were as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Net gains (losses)$(13)$36$55$79
Less: net gains recognized on securities during the period(43)(4)(48)(19)
Unrealized net gains (losses) recognized on securities held at period end$(56)$32$7$60

Available-for-Sale Debt Securities—We hold various available-for-sale ("AFS") debt investments, including fixed income instruments and time deposits with contractual maturity dates ranging from 2026 through 2071, which are recorded at fair value based on listed market prices or dealer quotations, where available. Additionally, we hold a preferred equity investment that is mandatorily redeemable at the earlier of March 31, 2033 or the occurrence of a contractual redemption event, which includes a change in control, at an amount that can vary based on the profitability of the underlying properties. The fair value of the preferred equity investment was estimated using a Monte Carlo simulation to model the probability of possible outcomes. The model included assumptions and judgments regarding discount rates, volatility, expected timing of cash flows, estimated probability of achieving the contractual objectives, and hotel operating results.

Except as noted below, our AFS debt securities were recorded in other assets on our condensed consolidated balance sheets. The following tables summarize the fair values of our AFS debt securities:

September 30, 2026
Amortized costGross unrealized gainsGross unrealized lossesFair value
Level Two—Significant Other Observable Inputs
U.S. government obligations (1)$229$—$(10)$219
U.S. government agencies28—(1)27
Corporate debt securities (2)322—(10)312
Mortgage-backed securities38—(1)37
Asset-backed securities38——38
Municipal and provincial notes and bonds3——3
Time deposits (3)18——18
Level Three—Significant Unobservable Inputs
Preferred equity1151(13)103
Total$791$1$(35)$757
(1) Includes $6 million recorded in short-term investments.
(2) Includes $31 million recorded in short-term investments.
(3) Includes $5 million and $4 million recorded in cash and cash equivalents and short-term investments, respectively.
December 31, 2025
Amortized costGross unrealized gainsGross unrealized lossesFair value
Level Two—Significant Other Observable Inputs
U.S. government obligations$224$2$(2)$224
U.S. government agencies23——23
Corporate debt securities (4)2624(1)265
Mortgage-backed securities33——33
Asset-backed securities35——35
Municipal and provincial notes and bonds3——3
Time deposits (5)23——23
Level Three—Significant Unobservable Inputs
Preferred equity104——104
Total$707$6$(3)$710
(4) Includes $18 million recorded in short-term investments.
(5) Includes $12 million and $8 million recorded in cash and cash equivalents and short-term investments, respectively.

During both the three and nine months ended September 30, 2026 and September 30, 2025, we recognized an insignificant amount of net realized gains (losses) in other income (loss), net on our condensed consolidated statements of income (loss). Net unrealized gains (losses) recognized on our condensed consolidated financial statements were as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Other comprehensive income (loss) (Note 14)$(15)$2$(37)$1

During the year ended December 31, 2025, a $30 million convertible debt investment associated withone of our franchised properties was extinguished in conjunction with the recapitalization of the franchisee. During the three and nine months ended September 30, 2025, we recognizedno amount and $12 million, respectively, of net unrealized losses in other comprehensive income (loss) andno amount and $30 million, respectively, of credit loss provisions in other income (loss), net on our condensed consolidated financial statements related to this investment.

Held-to-Maturity Debt Securities—We hold time deposits and investments in third-party entities associated with certain of our hotels. The investments are recorded at amortized cost, net of expected credit losses and unamortized discounts, as held-to-maturity ("HTM") debt securities. Except as noted below, our HTM debt securities were recorded in other assets on our condensed consolidated balance sheets:

September 30, 2026
Amortized costAllowance for credit lossesNet carrying valueGross carrying value on nonaccrual statusYear of contractual maturity date
Time deposits$175$—$175$—2027
Preferred equity (1)374(15)35910various, through 2033
Total$549$(15)$534$10
(1) Includes $27 million recorded in prepaids and other assets.
December 31, 2025
Amortized costAllowance for credit lossesNet carrying valueGross carrying value on nonaccrual statusYear of contractual maturity date
Time deposits$153$—$153$—2027
Preferred equity322(9)31316various, through 2062
Total$475$(9)$466$16

At September 30, 2026 and December 31, 2025, our preferred equity included a $200 million and $196 million investment, net of a $25 million and $29 million unamortized discount, respectively. Accretion of the discount was recognized in interest income within other income (loss), net on our condensed consolidated statements of income (loss) (see Note 19) and was based on an imputed interest rate of 8.9%.

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

20262025
Allowance at January 1$9$9
Provisions6—
Allowance at June 30$15$9
Provisions——
Allowance at September 30$15$9

The following table summarizes the fair values of our HTM debt securities:

September 30, 2026December 31, 2025
Level Two—Significant Other Observable Inputs
Time deposits$175$153
Preferred equity—1
Level Three—Significant Unobservable Inputs
Preferred equity359314

Equity Securities Without A Readily Determinable Fair Value—At September 30, 2026 and December 31, 2025, we held $6 million and $11 million, respectively, of investments in equity securities without a readily determinable fair value, which were recorded in 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.

During the nine months ended September 30, 2026 and September 30, 2025, we recognized $5 million and an insignificant amount, respectively, of impairment charges in other income (loss), net on our condensed consolidated statements of income (loss) (see Note 19) as the estimated fair values of the investments were less than the carrying values. We estimated the fair values, which are classified as Level Three in the fair value hierarchy, using internally developed cash flow models.

Fair Value Measurement—During both the nine months ended September 30, 2026 and September 30, 2025, there were no transfers between levels of the fair value hierarchy for any of our securities.

  1. PROPERTY AND EQUIPMENT, NET
September 30, 2026December 31, 2025
Total property and equipment$3,311$3,262
Less: accumulated depreciation(1,783)(1,685)
Total property and equipment, net$1,528$1,577

During the three and nine months ended September 30, 2026 and the nine months ended September 30, 2025, we assessed the recoverability of certain asset groups, including property and equipment and operating lease right-of-use ("ROU") assets, and determined that the carrying values were not fully recoverable. We then estimated the fair values of these assets, which are classified as Level Three in the hierarchy, using pending third-party offers or internally developed cash flow models, which incorporated cash flow assumptions based on current economic trends, historical experience, and future growth projections. We determined that the carrying values of certain asset groups were in excess of the fair values, and we allocated the impairment charges to the long-lived assets within the asset groups.

The following table summarizes impairment charges recognized in asset impairments on our condensed consolidated statements of income (loss) within our owned and leased segment:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Property and equipment$3$—$3$6
Operating lease ROU assets1—12
  1. RECEIVABLES

Receivables

September 30, 2026December 31, 2025
Total receivables$1,421$1,202
Less: allowance for credit losses(82)(79)
Total receivables, net of allowances$1,339$1,123

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

20262025
Allowance at January 1$79$62
Provisions (reversals), net79
Write-offs(5)(3)
Allowance at June 30$81$68
Provisions (reversals), net34
Write-offs(2)(1)
Allowance at September 30$82$71

Financing Receivables

September 30, 2026December 31, 2025
Secured financing to hotel owners$192$163
Unsecured financing to hotel owners and unconsolidated hospitality ventures (1)288255
Deferred fee arrangements143104
Total financing receivables623522
Less: current portion of financing receivables included in receivables, net(97)(30)
Less: allowance for credit losses(53)(50)
Total long-term financing receivables, net of allowances$473$442
(1) Includes a $42 million and $39 million loan, net of a $8 million and $11 million unamortized discount, at September 30, 2026 and December 31, 2025, respectively, related to seller financing issued in conjunction with a prior asset disposition. Accretion of the discount was recognized in interest income within other income (loss), net on our condensed consolidated statements of income (loss) (see Note 19) and was based on an imputed interest rate of 9.4%.

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

20262025
Allowance at January 1$50$36
Provisions (reversals), net26
Write-offs(1)—
Foreign currency exchange, net—1
Allowance at June 30$51$43
Provisions (reversals), net2(1)
Write-offs—(5)
Allowance at September 30$53$37

Our financing receivables were comprised of the following:

September 30, 2026
Amortized costAllowance for credit lossesNet carrying valueGross carrying value on nonaccrual status
Junior and senior mortgage loans$192$—$192$—
Unsecured loans288(42)24647
Deferred fee arrangements (1)143(11)132135
Total$623$(53)$570$182
(1) Primarily greater than 90 days past due based on the nature of the financing receivables class.
December 31, 2025
Amortized costAllowance for credit lossesNet carrying valueGross carrying value on nonaccrual status
Junior and senior mortgage loans$163$—$163$—
Unsecured loans255(41)21446
Deferred fee arrangements (2)104(9)9596
Total$522$(50)$472$142
(2) Primarily greater than 90 days past due based on the nature of the financing receivables class.

We estimated the fair value of financing receivables, which are classified as Level Three in the fair value hierarchy, to be approximately $597 million and $493 million at September 30, 2026 and December 31, 2025, respectively.

  1. ACQUISITIONS AND DISPOSITIONS

Acquisitions

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

Upon acquisition, each unvested restricted share and restricted stock unit award held by non-executive directors of Playa Hotels and certain terminating employees (collectively, the "Terminating Employees") became fully vested and was automatically converted into the right to receive cash, equal to the Offer Consideration multiplied by the total number of unvested ordinary shares as of immediately prior to the closing of the Playa Hotels Acquisition. Vesting for awards eligible to vest based on performance goals was determined based on relevant provisions in underlying award agreements, with such vesting occurring either (i) as though the greater of target performance or actual performance had been achieved or (ii) as though target performance had been achieved, except that, all such awards granted during 2024 vested at the applicable maximum performance level. We paid $55 million to Terminating Employees, of which $25 million was attributable to pre-combination vesting and included in the purchase consideration. The remaining $30 million was attributable to post-combination vesting, of which $28 million was recognized in transaction and integration costs on our condensed consolidated statements of income (loss) during the nine months ended September 30, 2025, and the remaining amount was expensed during the fourth quarter of 2025.

Additionally, we assumed outstanding unvested restricted shares and restricted stock unit awards (the "Continuing Awards") that were previously granted to continuing employees under the Playa Hotels N.V. 2017 Omnibus Incentive Plan (the "Playa Hotels Plan") and converted each award into time-vested restricted stock units ("RSUs," and such awards, the "Assumed Awards"). The number of shares issued for the Assumed Awards was based on the number of ordinary shares subject to such Continuing Award immediately prior to the closing of the Playa Hotels Acquisition multiplied by the applicable exchange ratio. Vesting for awards eligible to vest based on performance goals was determined based on relevant provisions in underlying award agreements, with such vesting occurring either (i) as though the greater of target performance or actual performance had been achieved or (ii) as though target performance had been achieved, except that, all such awards granted during 2024 vested at the applicable maximum performance level. The Assumed Awards continue to be governed by the terms of the Playa Hotels Plan and are subject to the same vesting and other terms and conditions as were applicable to the corresponding Continuing Awards, except that if the holder of an Assumed Award is terminated without "cause" or terminates employment for "good reason" within 12 to 24 months, as applicable for specified holders, following the closing of the Playa Hotels Acquisition, such holder's Assumed Awards will vest in full, subject to execution of a release.

The fair value of the Assumed Awards, which was estimated based on the closing stock price of our Class A common stock on the acquisition date, was $17 million, of which $3 million was attributable to pre-combination vesting and included in the purchase consideration. The remaining $14 million was attributable to post-combination vesting and will be recognized as compensation expense on a straight-line basis over the requisite service period on our condensed consolidated statements of income (loss) (see Note 15).

Total purchase consideration was determined as follows:

Ordinary shares outstanding123,013,382
Less: Hyatt's previously-held ordinary shares(12,143,621)
Total number of ordinary shares acquired110,869,761
Offer Consideration per share$13.50
Cash paid to shareholders$1,497
Cash settlement of share-based payment awards to Terminating Employees25
Fair value of Continuing Awards3
Settlement of preexisting relationship (1)8
Total purchase consideration$1,533
(1) Represents the effective settlement of existing receivables and key money assets related to Playa Hotels, which was determined based on the respective carrying values at the acquisition date.

The acquisition primarily consisted of 15 all-inclusive resorts across Mexico, the Dominican Republic, and Jamaica (the "Playa Hotels Portfolio"). During the year ended December 31, 2025, we sold the entirety of the Playa Hotels Portfolio to unrelated third parties for approximately $2,000 million, inclusive of a $200 million preferred equity investment in the parent of one of the third-party entities that owns the properties, and up to an additional $143 million of contingent consideration, if certain operating thresholds are met. See "—Dispositions" below for additional information.

Upon acquisition, we recorded estimates of the fair value of the assets acquired and liabilities assumed based on available information as of the acquisition date. Assets and liabilities associated with the Playa Hotels Portfolio were classified as held for sale and were recorded at their estimated fair values less costs to sell.

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

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

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

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

We recorded an assumed liability in accrued expenses and other current liabilities related to tax liabilities triggered by the acquisition. The liability was estimated using the cumulative-probability approach to determine the expected payment amount. The valuation methodology included assumptions and judgments regarding the cumulative probabilities, which are primarily Level Three inputs. The remaining assets and liabilities were recorded at their carrying values, which approximated their fair values.

We finalized the fair values of the assets acquired and liabilities assumed in the second quarter of 2026. During 2026 through the end of the measurement period, adjustments recorded primarily included a $6 million decrease to current assets held for sale and a corresponding increase in goodwill. The measurement period adjustments primarily resulted from the refinement of certain assumptions and were based on facts and circumstances that existed at the acquisition date.

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

Purchase consideration$1,533
Fair value of Hyatt's previously-held ordinary shares164
Total to be allocated$1,697
Cash and cash equivalents$195
Receivables7
Prepaids and other assets4
Current assets held for sale135
Property and equipment2
Operating lease right-of-use assets6
Goodwill (1)973
Deferred tax assets2
Other assets1
Long-term assets held for sale1,761
Total assets acquired$3,086
Accounts payable$34
Accrued expenses and other current liabilities111
Accrued compensation and benefits8
Current liabilities held for sale120
Debt1,075
Long-term operating lease liabilities5
Other long-term liabilities1
Long-term liabilities held for sale35
Total liabilities assumed$1,389
Total net assets acquired attributable to Hyatt Hotels Corporation$1,697
(1) The goodwill is attributable to securing the ability for us to manage certain properties in the Playa Hotels Portfolio over the long term as well as the growth opportunities we expect to realize by introducing the properties to our all-inclusive platform offerings, including our distribution and destination management services and the Unlimited Vacation Club business that we manage. The goodwill, of which $865 million was recorded within our management and franchising segment and $108 million was recorded within our distribution segment, was not tax deductible at the acquisition date.

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

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

During the three and nine months ended September 30, 2025, we recognized $11 million and $90 million, respectively, of transaction costs, including the costs incurred and recognized in Playa Hotels' operating results above, in transaction and integration costs on our condensed consolidated statements of income (loss). The costs primarily related to financial advisory and legal fees, severance payments to Terminating Employees, and payments made to settle unvested awards of Terminating Employees.

Additionally, during the year ended December 31, 2025, we terminated Playa Hotels' third-party owned and operated membership program and acquired certain contracts with customers. During the nine months ended September 30, 2026, we paid $8 million of consideration related to the asset acquisition.

Unaudited Pro Forma Combined Financial Information

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

Three Months EndedNine Months Ended
September 30, 2025September 30, 2025
Total revenues$1,786$5,727
Net income (loss) attributable to Hyatt Hotels Corporation(39)57

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

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

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

Recognition of stock-based compensation expense related to Assumed Awards issued to continuing employees;

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

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

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

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

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

Dispositions

Playa Hotels Portfolio—During the three months ended September 30, 2025, we soldone of the properties in the Playa Hotels Portfolio to an unrelated third party for $22 million, net of closing costs and proration adjustments, and accounted for the transaction as an asset disposition. During the fourth quarter of 2025, we sold the shares of the entities that own the remaining 14 properties to Tortuga Resorts, an unrelated third party, (the "Tortuga sale" and, collectively, the "sale of the Playa Hotels Portfolio"). In conjunction with the Tortuga sale, we entered into long-term management agreements for 13 of 14 hotels.

During the three and nine months ended September 30, 2026, we recognized a $3 million pre-tax loss and a $3 million net pre-tax gain, respectively, primarily related to proration adjustments and transaction costs in gains (losses) on sales of real estate and other on our condensed consolidated statements of income (loss). The operating results and financial position of the hotels in the Playa Hotels Portfolio prior to the sale remain within our owned and leased segment. Although we concluded the disposal of these properties did not qualify as discontinued operations, the disposal was considered individually significant. Pre-tax net income attributable to the Playa Hotels Portfolio during the three and nine months ended September 30, 2025 was $36 million and $22 million, respectively.

The following table summarizes amounts recorded on our condensed consolidated balance sheets related to proration adjustments and other amounts to be settled with Tortuga Resorts in the future:

September 30, 2026December 31, 2025
Receivables, net$41$41
Other assets1214
Accrued expenses and other current liabilities4—
  1. INTANGIBLES, NET
Weighted-average useful lives in years · Gross carrying value · Accumulated amortization · Net carrying value
Management and hotel services agreement and franchise agreement intangibles21$1,432$(405)$1,027
Brand and other indefinite-lived intangibles—784—784
Customer relationships intangibles11355(157)198
Other intangibles928(14)14
Total$2,599$(576)$2,023
Gross carrying valueAccumulated amortizationNet carrying value
Management and hotel services agreement and franchise agreement intangibles$1,545$(367)$1,178
Brand and other indefinite-lived intangibles809—809
Customer relationships intangibles354(129)225
Other intangibles29(12)17
Total$2,737$(508)$2,229
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Amortization expense$32$38$98$111

The following table summarizes impairment charges recognized in asset impairments on our condensed consolidated statements of income (loss) within our management and franchising segment:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Management and hotel services agreement and franchise agreement intangibles (1)$40$9$66$15
Brand and other indefinite-lived intangibles (2)20—20—
(1) Primarily reflects contract terminations and contracts for additional hotels that are no longer expected to open.
(2) The carrying value of an asset was in excess of the fair value. The inputs used in determining the impairment charge are classified as Level Three in the fair value hierarchy.
  1. OTHER ASSETS
September 30, 2026December 31, 2025
Key money assets$1,192$1,095
AFS debt securities (Note 4)711672
HTM debt securities (Note 4)507466
Marketable securities held to fund rabbi trusts (Note 4)441594
Other trading securities (Note 4)93111
Indemnification asset (Note 4)6259
Other129128
Total$3,135$3,125
  1. DEBT
Year of maturitySeptember 30, 2026December 31, 2025
$600 million senior unsecured notes—5.750%2027$600$600
$400 million senior unsecured notes—4.375%2028399399
$500 million senior unsecured notes—5.050%2028500500
$600 million senior unsecured notes—5.250%2029600600
$450 million senior unsecured notes—5.750%2030440440
$450 million senior unsecured notes—5.375%2031450450
$500 million senior unsecured notes—5.750%2032500500
$350 million senior unsecured notes—5.500%2034350350
$400 million senior unsecured notes—5.400%2035400400
Revolving credit facility (1)2026150—
Variable rate term loan20294951
Floating average rate loan20311719
Total debt excluding finance lease obligations, unamortized discounts, and unamortized deferred financing fees4,4554,309
Finance lease obligations33
Unamortized discounts and unamortized deferred financing fees(28)(34)
Total debt4,4304,278
Less: current maturities of long-term debt(755)(6)
Total long-term debt$3,675$4,272
(1) Credit agreement expires in 2030. Year of maturity represents due date of the individual borrowings.

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

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

Revolving Credit Facility—During the three months ended September 30, 2026, we had $150 million of borrowings andno repayments on our revolving credit facility. The weighted-average interest rate on these borrowings was 4.8% at September 30, 2026. During the nine months ended September 30, 2025, we hadno borrowings or repayments on our revolving credit facility. At September 30, 2026, we had $1,347 million of borrowing capacity available under our revolving credit facility, net of letters of credit outstanding (see Note 13).

Delayed Draw Term Loan Facility—During the nine months ended September 30, 2025, we entered into a credit agreement with a syndicate of lenders for a $1,700 million delayed draw term loan facility (the "DDTL Facility") and borrowed $1,700 million (the "DDTL Loans"). We received $1,694 million of proceeds, net of $6 million of issuance costs, which we used to finance the Playa Hotels Acquisition (see Note 7), repay certain indebtedness of Playa Hotels and its subsidiaries as described below, and pay related fees and expenses. During the three months ended September 30, 2025, we repaid $22 million of the DDTL Loans using proceeds from the sale ofone of the properties in the Playa Hotels Portfolio (see Note 7). During the fourth quarter of 2025, we repaid the remaining outstanding balance of the DDTL Loans.

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

Fair Value—The following table summarizes the fair value of our debt, which includes the senior unsecured notes above (collectively, the "Senior Notes"), revolving credit facility, and other long-term debt and excludes finance lease obligations, unamortized discounts, and unamortized deferred financing fees:

September 30, 2026December 31, 2025
Level Two—Significant Other Observable Inputs
Senior Notes$4,162$4,349
Revolving credit facility150—
Level Three—Significant Unobservable Inputs
Other long-term debt6671
  1. OTHER LONG-TERM LIABILITIES
September 30, 2026December 31, 2025
Income taxes payable$671$562
Deferred compensation plans funded by rabbi trusts (Note 4 and Note 9)441594
Deferred income taxes (Note 12)211216
Guarantee liabilities (Note 13)184186
Contingent consideration liabilities (Note 13)147177
Self-insurance liabilities (Note 13)9791
Deferred consideration liability (1)2245
Other10185
Total$1,874$1,956
(1) At both September 30, 2026 and December 31, 2025, we had $23 million related to the deferred consideration liability recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets. The total deferred consideration liability was net of a $1 million and $2 million unamortized discount at September 30, 2026 and December 31, 2025, respectively. Accretion of the discount was recognized in interest expense on our condensed consolidated statements of income (loss) and was based on an imputed interest rate of 4.8%.
  1. TAXES
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Provision for income taxes$18$33$107$103

Provision for income taxes decreased during the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a non-cash tax benefit from the release of a valuation allowance on certain foreign deferred tax assets.

We are subject to audits by federal, state, and foreign tax authorities. U.S. tax years 2021 through 2023 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. The litigation is currently on remand from the U.S. Court of Appeals for the Seventh Circuit to the Tax Court, as discussed below. U.S. tax years 2012 through 2020 are open pending the outcome of the proceedings for U.S. tax years 2009 through 2011.

The Tax Court issued an opinion on October 2, 2023 related to the loyalty program case and determined that the Company must recognize approximately $12 million in net taxable income for the tax years 2009 through 2011, but that the Company need not recognize approximately $228 million in net taxable income related to tax years that preceded 2009. The Tax Court entered its decision on September 13, 2024. The Company filed a Notice of Appeal to the U.S. Court of Appeals for the Seventh Circuit on December 9, 2024 to challenge the Tax Court's rulings that were not in the Company's favor. On April 22, 2026, the Seventh Circuit issued an opinion agreeing with certain of the Company's legal arguments, disagreeing with certain of the Tax Court's conclusions, vacating the decision of the Tax Court, and remanding the case to the Tax Court for further proceedings. On July 8, 2026, the IRS filed a petition for panel rehearing and rehearing en banc with the U.S. Court of Appeals for the Seventh Circuit, to which the Company filed a response on August 6, 2026. The Seventh Circuit denied the petition on August 21, 2026 and issued an official mandate to return the case to the Tax Court on August 31, 2026. If the legal proceedings ultimately reach a conclusion consistent with the Tax Court's prior opinion, the estimated income tax payment due for the subsequent tax years 2012 through 2026 would be $434 million, including $76 million of estimated interest, net of federal benefit. We believe we have an adequate uncertain tax liability recorded for this matter and believe that the ultimate outcome of this matter will not have a material effect on our consolidated financial position, results of operations, or liquidity.

At September 30, 2026 and December 31, 2025, total unrecognized tax benefits recorded in other long-term liabilities on our condensed consolidated balance sheets were $517 million and $503 million, respectively, of which $188 million and $244 million, respectively, would impact the effective tax rate, if recognized. The increase was primarily related to an accrual for the U.S. tax treatment of the loyalty program, partially offset by the settlement of an assumed tax liability that was triggered by the Playa Hotels Acquisition.

Through a prior acquisition, we assumed an assessment of additional corporate income tax from the Mexican tax authorities, which was in the process of being appealed, primarily related to disallowed deductions taken on historical tax returns. Our request for appeal to a higher court for one of the tax years was denied on May 15, 2024, and the assessment was finalized. During the nine months ended September 30, 2026, the Mexican Circuit Court issued rulings and disallowed deductions for the other tax year, and the Mexican tax authorities issued a final tax assessment, which we paid during the three months ended September 30, 2026. At September 30, 2026 and December 31, 2025, we had $25 million and $37 million, respectively, of tax liabilities recorded in other long-term liabilities on our condensed consolidated balance sheets in connection with this matter.

Further, the Mexican tax authorities disallowed credits taken on historical tax returns and applied value added taxes to certain transactions. The Mexican Circuit Court ruling described above resulted in a favorable outcome for the other tax year with respect to this matter. During thenine months ended September 30, 2026, our appeal related to the other tax year was denied, and we appealed the decision to the Mexican Supreme Court. During thethree months ended September 30, 2026, the Mexican Supreme Court formally admitted our appeal for review, and the case remains pending before the Court. We have not recorded a liability associated with the additional value added tax for the pending tax year as we do not believe a loss is probable. At September 30, 2026, our maximum exposure is not expected to exceed $9 million.

During the year ended December 31, 2018, we received a notice from the Indian tax authorities assessing additional service tax on our operations in India. We appealed this decision and do not believe a loss is probable, and therefore, we have not recorded a liability in connection with this matter. At September 30, 2026, our maximum exposure is not expected to exceed $20 million, including $15 million of estimated penalties and interest.

  1. 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, 2026, we are committed, under certain conditions, to lend, provide certain consideration to, or invest in various business ventures up to $691 million, net of any related letters of credit.

Performance Guarantees and Performance Cure Payments—Certain of our contractual agreements with third-party owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels. Except as described below, at September 30, 2026, our performance guarantees had $171 million of remaining maximum exposure and expire between 2027 and 2042.

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

At September 30, 2026 and December 31, 2025, we had $116 million and $114 million, respectively, of total performance guarantee liabilities, which included$102 million and $95 million, respectively, recorded in other long-term liabilities and $14 million and $19 million, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.

Additionally, we enter into certain management and hotel services agreements where we have the right, but not an obligation, to make payments to certain third-party owners if their hotels do not achieve specified levels of operating profit. If we choose not to fund the shortfall, the hotel owner has the option to terminate the contract. At September 30, 2026 and December 31, 2025, we had an insignificant amount and $4 million, 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, as summarized below, in order to assist third-party owners, franchisees, and unconsolidated hospitality ventures in obtaining third-party financing or to obtain more favorable borrowing terms.

Geographical regionMaximum potential future payments (1)Maximum exposure net of recoverability from third parties (1), (2)Other long-term liabilities recorded at September 30, 2026Other long-term liabilities recorded at December 31, 2025Year of guarantee expiration (3)
United States (4)$242$20$34$23various, through 2032
All foreign13—45various, through 2028
Total$255$20$38$28
(1) Our maximum exposure is generally based on a specified amount or percentage of the total principal due upon borrower default.
(2) We have agreements with our unconsolidated hospitality venture partners or the respective third-party owners or franchisees to recover certain amounts funded under the debt repayment guarantee; the recoverability mechanism may be in the form of cash or HTM debt security.
(3) Certain underlying debt agreements have extension periods which are not reflected in the year of guarantee expiration.
(4) Certain agreements give us the ability to assume control of the property if defined funding thresholds are met or if certain events occur.

At September 30, 2026, we are not aware, nor have we received any notification, that our third-party owners, franchisees, or unconsolidated hospitality ventures are not current on their debt service obligations where we have provided a debt repayment guarantee.

Other Guarantees—We agreed to guarantee up to $70 million of our hospitality venture partner's investment in the Unlimited Vacation Club (see Note 4). Additionally, we have provided indemnifications to third-party purchasers in certain dispositions and an unconsolidated hospitality venture for obligations the related entities may incur as a result of certain tax matters or uncertain tax positions. At September 30, 2026, the indemnifications for open tax matters had a maximum exposure of $105 million, including $32 million related to an audit assessment received on July 13, 2026 for one of the open indemnified tax matters, which we intend to appeal on behalf of the third-party purchaser. At September 30, 2026 and December 31, 2025, we had $44 million and $63 million, respectively, of guarantee liabilities recorded in other long-term liabilities on our condensed consolidated balance sheets associated with these guarantees.

Guarantee Liabilities Fair Value—We estimated the fair value of guarantee liabilities, which are classified as Level Three in the fair value hierarchy, to be approximately $215 million and $180 million at September 30, 2026 and December 31, 2025, respectively.

Contingent Consideration Fair Value—As part of acquisitions, we have entered into various contingent consideration arrangements. At September 30, 2026, we had $352 million of potential future consideration remaining under these arrangements. However, we have certain arrangements where we are unable to reasonably estimate our maximum potential future consideration remaining.

At September 30, 2026 and December 31, 2025, we had $147 million and $177 million, respectively, recorded in other long-term liabilities and $9 million and $3 million, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets related to contingent consideration. Our contingent consideration liabilities are remeasured at fair value on a recurring basis and are classified as Level Three in the fair value hierarchy. Changes in fair value were recognized in other income (loss), net on our condensed consolidated statements of income (loss).

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

20262025
Fair value at January 1$180$217
Changes in fair value (Note 19)(33)(8)
Payments(3)(3)
Foreign currency exchange, net (Note 19)(1)3
Fair value at June 30$143$209
Changes in fair value (Note 19)16(6)
Payments(3)(1)
Fair value at September 30$156$202

Insurance—We obtain insurance for potential losses from general liability, property, automobile, aviation, environmental, workers' compensation, employment practices, crime, cyber, and other miscellaneous risks. A portion of these risks is retained through a U.S.-based and licensed captive insurance company that is a wholly owned subsidiary of Hyatt and generally insures our deductibles and retentions. Reserve requirements are established based on actuarial projections of ultimate losses. At September 30, 2026 and December 31, 2025, we had $152 million and $146 million, respectively, of total reserves for losses in our captive insurance company, which both included $55 million recorded in accrued expenses and other current liabilities and $97 million and $91 million, respectively, recorded in other long-term liabilities (see Note 11) on our condensed consolidated balance sheets.

Collective Bargaining Agreements—At September 30, 2026, approximately 22% of our U.S.-based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment, and orderly settlement of labor disputes. Certain employees are covered by union-sponsored, multi-employer pension and health plans pursuant to agreements between various unions and us. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe our employee relations are good.

Surety and Other Bonds—At September 30, 2026, surety and other bonds issued on our behalf were $192 million, which primarily related to our insurance programs, customer deposits associated with ALG Vacations, taxes, licenses, liens, and utilities for certain managed and franchised hotels.

Letters of Credit—At September 30, 2026, letters of credit outstanding on our behalf were $114 million, which primarily related to our ongoing operations, collateral for customer deposits associated with ALG Vacations, collateral for estimated insurance claims, and securitization of our performance under a certain debt repayment guarantee, which is only called on if the borrower defaults on its obligations. Of the letters of credit outstanding, $3 million reduces the available capacity under our revolving credit facility (see Note 10).

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

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

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

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

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

  1. EQUITY

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

Foreign currency translation adjustmentsAFS debt securities unrealized fair value adjustmentsDerivative instruments adjustmentsPension liabilities adjustmentsTotal
Balance at January 1, 2026$(136)$2$(16)$1$(149)
Other comprehensive loss before reclassification(11)(19)——(30)
Amounts reclassified from accumulated other comprehensive loss (1)——2—2
Balance at June 30, 2026$(147)$(17)$(14)$1$(177)
Other comprehensive loss before reclassification(14)(12)—(1)(27)
Amounts reclassified from accumulated other comprehensive loss (1)——2—2
Balance at September 30, 2026$(161)$(29)$(12)$—$(202)
(1) Derivative instruments adjustments includes realized losses recognized in interest expense on our condensed consolidated statements of income (loss) related to the settlement of interest rate locks. We expect to reclassify $5 million of losses, net of insignificant tax impacts, related to the interest rate locks over the next 12 months.
Foreign currency translation adjustmentsAFS debt securities unrealized fair value adjustmentsDerivative instruments adjustmentsPension liabilities adjustmentsTotal
Balance at January 1, 2025$(251)$2$(20)$—$(269)
Other comprehensive income (loss) before reclassification133(1)1—133
Amounts reclassified from accumulated other comprehensive loss (2)——2—2
Balance at June 30, 2025$(118)$1$(17)$—$(134)
Other comprehensive income before reclassification(4)3—(1)(2)
Amounts reclassified from accumulated other comprehensive loss (2), (3), (4)—(1)2—1
Balance at September 30, 2025$(122)$3$(15)$(1)$(135)
(2) Derivative instruments adjustments includes realized losses recognized in interest expense on our condensed consolidated statements of income (loss) related to the settlement of interest rate locks.
(3) Derivative instruments adjustments includes realized losses recognized in owned and leased expenses on our condensed consolidated statements of income (loss) related to the foreign currency forward contracts.
(4) AFS debt securities unrealized fair value adjustments includes realized gains recognized in other income (loss), net on our condensed consolidated statements of income (loss) related to marketable securities held for our captive insurance company and loyalty program (see Note 19).

Share Repurchases—On both May 8, 2024 and May 20, 2026, our board of directors approved an expansion of our share repurchase program. Under each approval, we are authorized to purchase up to an additional $1,000 million of Class A and Class B common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase ("ASR") transaction, at prices we deem appropriate and subject to market conditions, applicable law, and other factors deemed relevant in our sole discretion. The share repurchase program does not obligate us to repurchase any dollar amount or number of shares, and the program may be suspended or discontinued at any time and does not have an expiration date.

Nine Months Ended September 30,
20262025
Total number of shares repurchased1,769,9631,290,310
Weighted-average price per share$166.25$139.02
Aggregate purchase price (1)$294$179
(1) Excludes related insignificant expenses.

The shares of Class A common stock repurchased in the open market were retired and returned to the status of authorized and unissued shares. At September 30, 2026, we had $1,384 million remaining under the share repurchase program.

  1. STOCK-BASED COMPENSATION

As part of our Long-Term Incentive Plan (as amended from time to time, "LTIP"), we award time-vested stock appreciation rights ("SARs"), RSUs, and performance-vested restricted stock units ("PSUs") to certain employees and non-employee directors. In addition, non-employee directors may elect to receive their annual fees and/or annual equity retainers in the form of shares of our Class A common stock. The Assumed Awards (see Note 7) continue to be governed by the terms of the Playa Hotels Plan.

Compensation expense and unearned compensation presented below exclude amounts related to employees of our managed hotels and other employees whose payroll is reimbursed, as these expenses have been, and will continue to be, reimbursed by our third-party owners and are recognized in revenues for reimbursed costs and reimbursed costs on our condensed consolidated statements of income (loss). Stock-based compensation expense recognized in general and administrative expenses, owned and leased expenses, distribution expenses, and transaction and integration costs on our condensed consolidated statements of income (loss) related to our awards was as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
SARs$1$1$8$14
RSUs683234
PSUs461613
Total$11$15$56$61

SARs—During the nine months ended September 30, 2026, we granted 152,377 SARs to employees with a weighted-average grant date fair value of $65.14. During the nine months ended September 30, 2025, we granted 311,519 SARs to employees with a weighted-average grant date fair value of $53.17.

RSUs—During the nine months ended September 30, 2026, we granted 391,598 RSUs to employees and non-employee directors with a weighted-average grant date fair value of $147.57. During the nine months ended September 30, 2025, we granted 568,659 RSUs to employees and non-employee directors with a weighted-average grant date fair value of $125.64.

PSUs—During the nine months ended September 30, 2026, we granted 114,300 PSUs to employees with a weighted-average grant date fair value of $178.56. During the nine months ended September 30, 2025, we granted 267,389 PSUs to employees with a weighted-average grant date fair value of $144.84.

Unearned Compensation—At September 30, 2026, our total unearned compensation for our stock-based compensation programs was $4 million for SARs, $44 million for RSUs, and $19 million for PSUs, which will be recognized in general and administrative expenses, distribution expenses, and transaction and integration costs on our condensed consolidated statements of income (loss) over a weighted-average remaining term ofthree years for both SARs and RSUs andtwo years for PSUs.

  1. RELATED-PARTY TRANSACTIONS

Related-party transactions entered into by us are summarized as follows:

Equity Method Investments—We have certain investments in unconsolidated hospitality ventures accounted for under the equity method, with ownership interests ranging from 20% to 50%. These entities own, operate, manage, or franchise properties or other hospitality-related businesses, through which we earn management, franchise, license, or royalty fees. We may also provide loans or guarantees to these entities (see Note 4, Note 6, and Note 13) and recognize related income. The following tables summarize amounts recorded on our condensed consolidated financial statements related to these investments:

September 30, 2026December 31, 2025
Receivables, net$40$44
Financing receivables, net131124
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Base management fees$4$4$12$12
Incentive management fees3186
Franchise and other fees16185353
Other income (loss), net (1)—215
(1) Includes income recognized related to loans and insignificant guarantee income.

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

Legal Services—A partner in a law firm that provided services to us throughout 2026 and 2025 is an immediate family member of a principal stockholder. During the three and nine months ended September 30, 2026, we incurred $1 million and $3 million, respectively, of legal fees with this firm. During the three and nine months ended September 30, 2025, we incurred $2 million and $25 million, respectively, of legal fees with this firm. At both September 30, 2026 and December 31, 2025, we had insignificant amounts due to the law firm.

Class B Share Conversion—During the nine months ended September 30, 2026 and September 30, 2025,507,666 shares and 383,621 shares, respectively, of Class B common stock were converted on a share-for-share basis into shares of Class A common stock, $0.01 par value per share. The shares of Class B common stock that were converted into shares of Class A common stock have been retired, thereby reducing the shares of Class B common stock authorized and outstanding.

  1. SEGMENT INFORMATION

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

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

Owned and leased—This segment derives its earnings from owned and leased hotel properties located predominantly in the Americas, but also in certain other international locations. Adjusted EBITDA includes intercompany management and franchise fee expenses paid to our management and franchising segment, which are eliminated in consolidation. Intersegment revenues relate to free night award redemptions earned by our owned and leased hotels related to our co-branded credit card programs and are eliminated in consolidation.

Distribution—This segment derives its earnings primarily from distribution and destination management services offered through ALG Vacations and the boutique and luxury global travel platform offered through Mr & Mrs Smith. Adjusted EBITDA includes intercompany commission fee expenses paid to our management and franchising segment, which are eliminated in consolidation.

Within overhead, we include unallocated corporate expenses.

During the nine months ended September 30, 2026, we revised our definition of Adjusted EBITDA to no longer include our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA, and we recast prior-period results to provide comparability. The revised definition is consistent with information provided to our CODM.

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

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

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

The following tables present revenues disaggregated by the nature of the product or service and by segment and a reconciliation of segment revenues to segment Adjusted EBITDA:

Three Months Ended September 30, 2026
Management and franchisingOwned and leasedDistributionSegment TotalEliminationsTotal
Base management fees$124$—$—$124$(7)$117
Incentive management fees67——67(2)65
Franchise and other fees147——147(2)145
Gross fees338——338(11)327
Rooms and packages—196—196(5)191
Food and beverage—48—48—48
Other—32—32—32
Owned and leased—276—276(5)271
Distribution——168168—168
Segment revenues338276168782(16)766
Contra revenue(18)——(18)—(18)
Revenues for reimbursed costs994——9941995
Total revenues$1,314$276$168$1,758$(15)$1,743
Intersegment revenues$10$5$—$15
Nine Months Ended September 30, 2026
Management and franchisingOwned and leasedDistributionSegment TotalEliminationsTotal
Base management fees$388$—$—$388$(20)$368
Incentive management fees220——220(5)215
Franchise and other fees406——406(5)401
Gross fees1,014——1,014(30)984
Rooms and packages—533—533(14)519
Food and beverage—151—151—151
Other—94—94—94
Owned and leased—778—778(14)764
Distribution——667667—667
Segment revenues1,0147786672,459(44)2,415
Contra revenue(58)——(58)—(58)
Revenues for reimbursed costs2,962——2,96212,963
Total revenues$3,918$778$667$5,363$(43)$5,320
Intersegment revenues$29$14$—$43
Three Months Ended September 30, 2026
Management and franchisingOwned and leasedDistribution
Segment revenues$338$276$168
Significant segment expenses:
Adjusted general and administrative expenses(68)(2)—
Owned and leased expenses (1)—(235)—
Distribution expenses (2)——(151)
Segment Adjusted EBITDA$270$39$17
(1) Includes intercompany management fee expenses paid to our management and franchising segment, which were eliminated in consolidation.
(2) Includes intercompany commission fee expenses paid to our management and franchising segment, which were eliminated in consolidation.
Nine Months Ended September 30, 2026
Management and franchisingOwned and leasedDistribution
Segment revenues$1,014$778$667
Significant segment expenses:
Adjusted general and administrative expenses(214)(7)—
Owned and leased expenses (3)—(683)—
Distribution expenses (4)——(597)
Other segment items (5)—13
Segment Adjusted EBITDA$800$89$73
(3) Includes intercompany management fee expenses paid to our management and franchising segment, which were eliminated in consolidation.
(4) Includes intercompany commission fee expenses paid to our management and franchising segment, which were eliminated in consolidation.
(5) Owned and leased removes the change in market performance of the underlying invested assets recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts. Distribution removes stock-based compensation expense recognized in distribution expenses.
Three Months Ended September 30, 2025
Management and franchisingOwned and leasedDistributionSegment TotalEliminationsTotal
Base management fees$113$—$—$113$(6)$107
Incentive management fees55——55(2)53
Franchise and other fees130——130(7)123
Gross fees298——298(15)283
Rooms and packages—341—341(7)334
Food and beverage—54—54—54
Other—41—41—41
Owned and leased—436—436(7)429
Distribution——192192—192
Other revenues12——12113
Segment revenues310436192938(21)917
Contra revenue(34)——(34)—(34)
Revenues for reimbursed costs903——903—903
Total revenues$1,179$436$192$1,807$(21)$1,786
Intersegment revenues$14$7$—$21
Nine Months Ended September 30, 2025
Management and franchisingOwned and leasedDistributionSegment TotalEliminationsTotal
Base management fees$353$—$—$353$(19)$334
Incentive management fees196——196(5)191
Franchise and other fees377——377(11)366
Gross fees926——926(35)891
Rooms and packages—712—712(16)696
Food and beverage—153—153—153
Other—103—103—103
Owned and leased—968—968(16)952
Distribution——769769—769
Other revenues34——34135
Segment revenues9609687692,697(50)2,647
Contra revenue(69)——(69)—(69)
Revenues for reimbursed costs2,734——2,734—2,734
Total revenues$3,625$968$769$5,362$(50)$5,312
Intersegment revenues$34$16$—$50
Three Months Ended September 30, 2025
Management and franchisingOwned and leasedDistribution
Segment revenues$310$436$192
Significant segment expenses:
Adjusted general and administrative expenses(62)(3)—
Owned and leased expenses (1)—(364)—
Distribution expenses (2)——(171)
Other segment items (3)(22)1—
Segment Adjusted EBITDA$226$70$21
(1) Includes intercompany management and franchise fee expenses paid to our management and franchising segment, which were eliminated in consolidation.
(2) Includes intercompany commission fee expenses paid to our management and franchising segment, which were eliminated in consolidation.
(3) Management and franchising includes direct costs associated with our co-branded credit card programs recognized in other direct costs prior to the integration into the loyalty program in the fourth quarter of 2025. Owned and leased removes the change in market performance of the underlying invested assets recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts and stock-based compensation expense recognized in owned and leased expenses. Distribution removes stock-based compensation expense recognized in distribution expenses.
Nine Months Ended September 30, 2025
Management and franchisingOwned and leasedDistribution
Segment revenues$960$968$769
Significant segment expenses:
Adjusted general and administrative expenses(194)(8)—
Owned and leased expenses (4)—(831)—
Distribution expenses (5)——(659)
Other segment items (6)(66)33
Segment Adjusted EBITDA$700$132$113
(4) Includes intercompany management and franchise fee expenses paid to our management and franchising segment, which were eliminated in consolidation.
(5) Includes intercompany commission fee expenses paid to our management and franchising segment, which were eliminated in consolidation.
(6) Management and franchising includes direct costs associated with our co-branded credit card programs recognized in other direct costs prior to the integration into the loyalty program in the fourth quarter of 2025. Owned and leased removes the change in market performance of the underlying invested assets recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts and stock-based compensation expense recognized in owned and leased expenses. Distribution removes stock-based compensation expense recognized in distribution expenses.

The following table provides a reconciliation of segment Adjusted EBITDA to income (loss) before income taxes:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Management and franchising$270$226$800$700
Owned and leased397089132
Distribution172173113
Segment Adjusted EBITDA326317962945
Unallocated overhead expenses(30)(38)(103)(120)
Eliminations(1)(1)(1)—
Contra revenue(18)(34)(58)(69)
Revenues for reimbursed costs9959032,9632,734
Reimbursed costs(988)(905)(2,971)(2,756)
Stock-based compensation expense (1)(11)(14)(55)(59)
Transaction and integration costs(8)(25)(32)(130)
Depreciation and amortization(72)(83)(221)(245)
Equity earnings (losses) from unconsolidated hospitality ventures(3)(34)(5)(40)
Interest expense(65)(90)(194)(230)
Gains (losses) on sales of real estate and other(6)—(4)(2)
Asset impairments(64)(9)(90)(23)
Other income (loss), net24(4)12768
Income (loss) before income taxes$79$(17)$318$73
(1) Includes amounts recognized in general and administrative expenses, owned and leased expenses, and distribution expenses; excludes amounts recognized in transaction and integration costs (see Note 15).
  1. EARNINGS (LOSSES) PER SHARE

The following table presents the calculation of basic and diluted earnings (losses) per Class A and Class B share:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Numerator:
Net income (loss)$61$(50)$211$(30)
Net income (loss) attributable to noncontrolling interests$3$(1)$5$2
Net income (loss) attributable to Hyatt Hotels Corporation$58$(49)$206$(32)
Denominator:
Basic weighted-average shares outstanding94,022,64995,510,42094,265,95895,689,842
Stock-based compensation2,323,109—2,279,024—
Diluted weighted-average shares outstanding96,345,75895,510,42096,544,98295,689,842
Basic Earnings (Losses) Per Class A and Class B Share:
Net income (loss)$0.64$(0.52)$2.24$(0.31)
Net income (loss) attributable to noncontrolling interests$0.03$(0.01)$0.05$0.03
Net income (loss) attributable to Hyatt Hotels Corporation$0.61$(0.51)$2.19$(0.34)
Diluted Earnings (Losses) Per Class A and Class B Share:
Net income (loss)$0.63$(0.52)$2.18$(0.31)
Net income (loss) attributable to noncontrolling interests$0.03$(0.01)$0.05$0.03
Net income (loss) attributable to Hyatt Hotels Corporation$0.60$(0.51)$2.13$(0.34)

The calculations of diluted earnings (losses) per Class A and Class B share do not include the following shares of Class A common stock assumed to be issued as stock-settled SARs, RSUs, and PSUs because they are anti-dilutive:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
SARs7,5001,566,40010,5001,481,500
RSUs1,300498,8001,800439,800
PSUs—140,700—128,700
  1. OTHER INCOME (LOSS), NET
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Interest income$32$31$96$104
Guarantee liability release and guarantee amortization income (Note 13)14124457
Foreign currency exchange, net3(12)(1)(17)
Credit loss (provisions) reversals, net (Note 4 and Note 6)(1)—(8)(35)
Gains (losses), net on marketable securities (Note 4)(2)3(1)18
Restructuring costs(3)(35)(8)(51)
Guarantee expense, net (Note 13)(4)(7)(11)(17)
Contingent consideration liabilities fair value adjustments (Note 13)(16)61714
Other, net1(2)(1)(5)
Other income (loss), net$24$(4)$127$68
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.