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ACQUISITIONS AND DISPOSITIONS (Tables) | 6 Months Ended
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Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Schedule of Business Combination | Total purchase consideration was determined as follows:
Ordinary shares outstanding | 123,013,382
Less: Hyatt's previously-held ordinary shares | (12,143,621)
Total number of ordinary shares acquired | 110,869,761
Offer Consideration per share | $ | 13.50 |
Cash paid to shareholders (1) | $ | 1,497 |
Fair value of share-based payment awards to Terminating Employees | 25 |
Fair value of Continuing Awards | 3 |
Settlement of preexisting relationship (2) | 8 |
Total purchase consideration | $ | 1,533 |
(1) Includes a $7 million liability, which was recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheet at June 30, 2025 and will be paid to shareholders at a future date. (2) Represents the effective settlement of existing receivables and key money assets related to Playa Hotels, which was determined based on the respective carrying values at the acquisition date. Total purchase consideration was determined as follows:
Cash paid, net of cash acquired | $ | 372 |
Cash acquired | 2 |
Fair value of deferred consideration | 58 |
Fair value of contingent consideration | 33 |
Total purchase consideration | $ | 465 |
Total purchase consideration was determined as follows:
Cash paid, net of cash acquired | $ | 148 |
Cash acquired | 3 |
Fair value of contingent consideration | 108 |
Total purchase consideration | $ | 259 |
Schedule of Identifiable Net Assets Acquired | The following table summarizes the preliminary fair value of the identifiable net assets acquired at the acquisition date:
Purchase consideration | $ | 1,533 |
Fair value of Hyatt's previously-held ordinary shares | 164 |
Total to be allocated | $ | 1,697 |
Cash and cash equivalents | $ | 195 |
Receivables | 9 |
Prepaids and other assets | 6 |
Prepaid income taxes | 1 |
Current assets held for sale | 135 |
Property and equipment | 6 |
Operating lease right-of-use assets | 6 |
Goodwill (1) | 964 |
Deferred tax assets | 2 |
Other assets | 1 |
Long-term assets held for sale | 1,761 |
Total assets acquired | $ | 3,086 |
Accounts payable | $ | 33 |
Accrued expenses and other current liabilities | 113 |
Current contract liabilities | 3 |
Accrued compensation and benefits | 8 |
Current operating lease liabilities | 1 |
Current liabilities held for sale | 115 |
Debt | 1,075 |
Long-term operating lease liabilities | 5 |
Other long-term liabilities | 1 |
Long-term liabilities held for sale | 35 |
Total liabilities assumed | $ | 1,389 |
Total net assets acquired attributable to Hyatt Hotels Corporation | $ | 1,697 |
(1) The goodwill is attributable to securing the ability for us to manage certain properties in the Playa Hotels Portfolio over the long term as well as growth opportunities we expect to realize by introducing the properties to our all-inclusive platform offerings, including our distribution and destination management services and the Unlimited Vacation Club business that we manage. Goodwill is not tax deductible. At June 30, 2025, we have not completed the assignment of goodwill to reporting units.
The following table summarizes the preliminary fair value of the acquired VIE (see Note 4) and other separately identifiable net assets acquired at the acquisition date:
Cash and cash equivalents | $ | 2 |
Receivables (1) | 15 |
Operating lease right-of-use assets | 1 |
Goodwill (2) | 205 |
Indefinite-lived intangibles (3) | 84 |
Management and hotel services agreement intangibles (4) | 616 |
Other assets (5) | 50 |
Total assets acquired | $ | 973 |
Accounts payable (1) | $ | 15 |
Accrued expenses and other current liabilities | 1 |
Long-term operating lease liabilities | 1 |
Other long-term liabilities (5) | 209 |
Total liabilities assumed | $ | 226 |
Noncontrolling interest | $ | 282 |
Total net assets acquired attributable to Hyatt Hotels Corporation | $ | 465 |
(1) Relates to value added taxes. We recorded an offsetting payable as amounts to be received were due to a third-party. (2) The goodwill is attributable to the growth opportunities we expect to realize by expanding our all-inclusive resort offerings. Goodwill is not tax deductible. At June 30, 2025, we have not completed the assignment of goodwill to reporting units. (3) Relates to the Bahia Principe brand name. (4) Amortized over useful lives of approximately 25 to 31 years, with a weighted-average useful life of approximately 28 years. (5) Represents an indemnification asset that we expect to collect under contractual agreements for $50 million of pre-acquisition tax liabilities, including interest, which were recorded in other long-term liabilities, related to certain foreign filing positions (see Note 9 and Note 11). The following table summarizes the preliminary fair value of the identifiable net assets acquired at the acquisition date:
Cash and cash equivalents | $ | 3 |
Receivables | 5 |
Operating lease right-of-use assets | 6 |
Goodwill (1) | 128 |
Indefinite-lived intangibles (2) | 88 |
Management and franchise agreement intangibles (3) | 51 |
Total assets acquired | $ | 281 |
Accounts payable | $ | 1 |
Accrued expenses and other current liabilities | 1 |
Accrued compensation and benefits | 3 |
Current operating lease liabilities | 1 |
Long-term contract liabilities | 3 |
Long-term operating lease liabilities | 5 |
Other long-term liabilities | 8 |
Total liabilities assumed | $ | 22 |
Total net assets acquired attributable to Hyatt Hotels Corporation | $ | 259 |
(1) The goodwill, which is primarily tax deductible and recorded on the management and franchising segment, is attributable to the growth opportunities we expect to realize by enhancing our lifestyle portfolio and offering immersive brand experiences. (2) Relates to The Standard, Bunkhouse Hotels, The Manner, and The StandardX brand names. (3) Amortized over useful lives of approximately 5 to 24 years, with a weighted-average useful life of approximately 17 years. The following table summarizes assets and liabilities held for sale within our owned and leased segment on our condensed consolidated balance sheet at June 30, 2025:
Cash and cash equivalents | $ | 50 |
Receivables, net | 58 |
Inventories | 18 |
Prepaids and other assets | 6 |
Prepaid income taxes | 6 |
Current assets held for sale | 138 |
Property and equipment | 1,770 |
Deferred tax assets | 3 |
Other assets | 6 |
Long-term assets held for sale | 1,779 |
Total assets held for sale | $ | 1,917 |
Current maturities of long-term debt (1) | $ | 1 |
Accounts payable | 29 |
Accrued expenses and other current liabilities | 16 |
Current contract liabilities | 48 |
Accrued compensation and benefits | 15 |
Current liabilities held for sale | 109 |
Long-term debt (1) | 18 |
Other long-term liabilities | 15 |
Long-term liabilities held for sale | 33 |
Total liabilities held for sale | $ | 142 |
(1) Relates to finance lease obligations.
Schedule of Business Combination, Pro Forma Information | The following table presents the unaudited pro forma combined results of Hyatt and Playa Hotels as if the Playa Hotels Acquisition had occurred on January 1, 2024:
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Total revenues | $ | 1,969 |  |  | $ | 1,920 |  |  | $ | 3,941 |  |  | $ | 3,909 |
Net income attributable to Hyatt Hotels Corporation | 38 |  |  | 372 |  |  | 106 |  |  | 841 |

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