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

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

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


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.

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

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

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

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

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

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


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.


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

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

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:

•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;

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

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

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

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

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

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

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


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

(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.

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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


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.