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ACQUISITIONS AND DISPOSITIONS (Tables) | 9 Months Ended
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Sep. 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 $7 million paid to shareholders during the three months ended September 30, 2025. (2) Represents the effective settlement of existing receivables and key money assets related to Playa Hotels, which was determined based on the respective carrying values at the acquisition date.
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 | 7 |
Prepaids and other assets | 3 |
Prepaid income taxes | 1 |
Current assets held for sale | 141 |
Property and equipment | 6 |
Operating lease right-of-use assets | 6 |
Goodwill (1) | 963 |
Deferred tax assets | 2 |
Other assets | 1 |
Long-term assets held for sale | 1,761 |
Total assets acquired | $ | 3,086 |
Accounts payable | $ | 34 |
Accrued expenses and other current liabilities | 112 |
Accrued compensation and benefits | 8 |
Current operating lease liabilities | 1 |
Current liabilities held for sale | 118 |
Debt | 1,075 |
Long-term operating lease liabilities | 5 |
Other long-term liabilities | 1 |
Long-term liabilities held for sale | 35 |
Total liabilities assumed | $ | 1,389 |
Total net assets acquired attributable to Hyatt Hotels Corporation | $ | 1,697 |
(1) The goodwill is attributable to securing the ability for us to manage certain properties in the Playa Hotels Portfolio over the long term as well as growth opportunities we expect to realize by introducing the properties to our all-inclusive platform offerings, including our distribution and destination management services and the Unlimited Vacation Club business that we manage. During the three months ended September 30, 2025, we completed the assignment of goodwill to our reporting units (see Note 8). The goodwill, of which $855 million was recorded on our management and franchising segment and $108 million was recorded on our distribution segment, is not tax deductible.
The following table summarizes the preliminary fair value of the acquired VIE (see Note 4) and other separately identifiable net assets acquired at the acquisition date:
Cash and cash equivalents | $ | 2 |
Receivables (1) | 15 |
Operating lease right-of-use assets | 1 |
Goodwill (2) | 205 |
Indefinite-lived intangibles (3) | 84 |
Management and hotel services agreement intangibles (4) | 616 |
Other assets (5) | 50 |
Total assets acquired | $ | 973 |
Accounts payable (1) | $ | 15 |
Accrued expenses and other current liabilities | 1 |
Long-term operating lease liabilities | 1 |
Other long-term liabilities (6) | 209 |
Total liabilities assumed | $ | 226 |
Noncontrolling interest | $ | 282 |
Total net assets acquired attributable to Hyatt Hotels Corporation | $ | 465 |
(1) Relates to value added taxes. We recorded an offsetting payable as amounts to be received were due to a third party. (2) The goodwill is attributable to the growth opportunities we expect to realize by expanding our all-inclusive resort offerings. During the three months ended September 30, 2025, we completed the assignment of goodwill to our reporting units (see Note 8). The goodwill, which is not tax deductible, was recorded on our management and franchising segment. (3) Relates to the Bahia Principe brand name. (4) Amortized over useful lives of approximately 25 to 31 years, with a weighted-average useful life of approximately 28 years. (5) Represents an indemnification asset that we expect to collect under contractual agreements for pre-acquisition tax liabilities as discussed below (see Note 9). (6) Includes $50 million of pre-acquisition tax liabilities, including interest, related to certain foreign filing positions (see Note 11), which are fully indemnified as described above. The following table summarizes the fair value of the identifiable net assets acquired at the acquisition date:
Cash and cash equivalents | $ | 3 |
Receivables | 4 |
Operating lease right-of-use assets | 6 |
Goodwill (1) | 128 |
Indefinite-lived intangibles (2) | 88 |
Management and franchise agreement intangibles (3) | 51 |
Total assets acquired | $ | 280 |
Accounts payable | $ | 1 |
Accrued expenses and other current liabilities | 1 |
Accrued compensation and benefits | 3 |
Current operating lease liabilities | 1 |
Long-term contract liabilities | 2 |
Long-term operating lease liabilities | 5 |
Other long-term liabilities | 8 |
Total liabilities assumed | $ | 21 |
Total net assets acquired attributable to Hyatt Hotels Corporation | $ | 259 |
(1) The goodwill, which is primarily tax deductible and was recorded on our management and franchising segment, is attributable to the growth opportunities we expect to realize by enhancing our lifestyle portfolio and offering immersive brand experiences. (2) Relates to The Standard, Bunkhouse Hotels, The Manner, and The StandardX brand names. (3) Amortized over useful lives of approximately 5 to 24 years, with a weighted-average useful life of approximately 17 years. The following table summarizes assets and liabilities held for sale within our owned and leased segment on our condensed consolidated balance sheet at September 30, 2025:
Cash and cash equivalents | $ | 50 |
Receivables, net | 44 |
Inventories | 17 |
Prepaids and other assets | 21 |
Prepaid income taxes | 6 |
Current assets held for sale | 138 |
Property and equipment | 1,783 |
Other assets | 3 |
Long-term assets held for sale | 1,786 |
Total assets held for sale | $ | 1,924 |
Current maturities of long-term debt (1) | $ | 1 |
Accounts payable | 15 |
Accrued expenses and other current liabilities | 12 |
Current contract liabilities | 56 |
Accrued compensation and benefits | 18 |
Current liabilities held for sale | 102 |
Long-term debt (1) | 18 |
Other long-term liabilities | 16 |
Long-term liabilities held for sale | 34 |
Total liabilities held for sale | $ | 136 |
(1) Relates to finance lease obligations.
Schedule of Business Combination, Pro Forma Information | Following the acquisition date, the operating results of Playa Hotels were recognized in our condensed consolidated statements of income (loss) as follows:
| Three Months Ended September 30, 2025 |  | Period from the Acquisition Date through September 30, 2025
Total revenues | $ | 161 |  |  | $ | 208 |
Net income (loss) attributable to Hyatt Hotels Corporation (1) | 11 |  |  | (25) |
(1) Includes $10 million and $55 million of non-recurring transaction costs that were incurred and recognized by Playa Hotels during the three months ended September 30, 2025 and the period from the acquisition date through September 30, 2025, respectively.
The following table presents the unaudited pro forma combined results of Hyatt and Playa Hotels as if the Playa Hotels Acquisition had occurred on January 1, 2024:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Total revenues | $ | 1,786 |  |  | $ | 1,798 |  |  | $ | 5,727 |  |  | $ | 5,707 |
Net income (loss) attributable to Hyatt Hotels Corporation | (39) |  |  | 449 |  |  | 57 |  |  | 1,281 |

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