Hyatt Hotels Corp - Quarter Report: 2024 June (Form 10-Q)

Contra revenue Unrealized (gains) losses, net ()Contingent consideration liability fair value adjustment()()Working capital changes and other Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of marketable securities and short-term investments()()Proceeds from marketable securities and short-term investments Contributions to equity method and other investments()()Return of equity method and other investments Acquisitions, net of cash acquired()()Capital expenditures()()Issuance of financing receivables()()Proceeds from sales of real estate and other, net of cash disposed Other investing activities ()Net cash used in investing activities()()CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from debt, net of issuance costs of $ and $, respectively

Repurchases of common stock()()Dividends paid()()Repayments and repurchases of debt()()

Payment of withholding taxes for stock-based compensation

()()Other financing activities Net cash provided by (used in) financing activities ()Effect of exchange rate changes on cash()()Net increase (decrease) in cash, cash equivalents, and restricted cash, including cash, cash equivalents, and restricted cash classified within current assets held for sale ()Net change in cash, cash equivalents, and restricted cash classified as assets held for sale Net increase (decrease) in cash, cash equivalents, and restricted cash ()

Cash, cash equivalents, and restricted cash—Beginning of period

Cash, cash equivalents, and restricted cash—End of period$ $

See accompanying Notes to condensed consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of dollars)

(Unaudited)

Supplemental disclosure of cash flow information:

Six Months Ended

Non-cash investing and financing activities are as follows:

See accompanying Notes to condensed consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

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

(Unaudited)

Common Shares Outstanding

Common Stock Amount

Additional Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Noncontrolling Interests in Consolidated Subsidiaries

Total

Class

BALANCE—January 1, 2023

()

Total comprehensive income

—

Repurchases of common stock (1)

()

—

()

—

()

Liability for repurchases of common stock (2)

—

()

—

()

Employee stock plan issuance

—

Share-based payment activity

—

BALANCE—March 31, 2023

()

Total comprehensive income

—

Repurchases of common stock (1)

()

—

()

—

()

Employee stock plan issuance

—

Share-based payment activity

—

Cash dividends declared of $ per share (see Note 13)

—

()

—

()

BALANCE—June 30, 2023

()

BALANCE—January 1, 2024

()

Total comprehensive income

—

()

—

Repurchases of common stock (1)

()

—

()

—

()

Employee stock plan issuance

—

Share-based payment activity

—

()

—

()

Cash dividends declared of $ per share (see Note 13)

—

()

—

()

Class share conversions

()

—

BALANCE—March 31, 2024

()

Total comprehensive income

—

()

—

Repurchases of common stock (1)

()

—

()

—

()

Employee stock plan issuance

—

Share-based payment activity

—

Cash dividends declared of $ per share (see Note 13)

—

()

—

()

Class share conversions

()

—

BALANCE—June 30, 2024

()

million liability for the 1% U.S. federal excise tax on certain share repurchases enacted by the Inflation Reduction Act of 2022.

shares for $ million that were initiated prior to March 31, 2023, but settled in the second quarter of 2023.

See accompanying Notes to condensed consolidated financial statements.

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HYATT HOTELS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in millions of dollars, unless otherwise indicated)

(Unaudited)

hotels, comprising rooms throughout the world, of which hotels are located in the United States, comprising rooms, and are all-inclusive resorts, comprising rooms. At June 30, 2024, our portfolio of properties operated in 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 "Hyatt," the "Company," "we," "us," or "our" mean Hyatt Hotels Corporation and its consolidated subsidiaries. As used in these Notes and throughout this Quarterly Report:

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

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

•"loyalty program" refers to the World of Hyatt guest loyalty program that is operated for the benefit of participating properties and generates substantial repeat guest business by rewarding frequent stays with points that can be redeemed for hotel nights and other valuable rewards;

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

•"residential units" refer to residential units that we manage, own, or to which we provide services or license our trademarks (such as serviced apartments and Hyatt-branded residential units) that are typically part of a mixed-use project and located either adjacent to or near a full service hotel that is a member of our portfolio of properties or in unique leisure locations; and

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

As a result, this Quarterly Report should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 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.

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

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

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

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% of the entity to an unrelated third party for $ million. As a result of the transaction, we deconsolidated the entity as we no longer have a controlling financial interest and accounted for our remaining % ownership interest as an equity method investment in an unconsolidated hospitality venture (the "UVC Transaction"). For additional information about the UVC Transaction, see Note 4. Our accounting policies have been updated as follows:

Variable Interest Entities—We determine at the inception of each arrangement whether an entity in which we have made an investment or in which we have other variable interests is considered a variable interest entity ("VIE"). We consolidate VIEs when we are the primary beneficiary. We are the primary beneficiary of a VIE when we have the power to direct activities that most significantly affect the economic performance of the VIE and have the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. If we are not the primary beneficiary of a VIE, we account for the investment or other variable interests in a VIE in accordance with the applicable GAAP. On a quarterly basis, we determine whether any changes in the interest or relationship with the entity impact the determination of whether we are still the primary beneficiary.

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million and insignificant at June 30, 2024 and December 31, 2023, respectively. As our profitability hurdles are generally calculated on a full-year basis, we expect our contract assets to be insignificant at year end. $ Deferred revenue related to distribution and destination management services Advanced deposits

Deferred revenue related to co-branded credit card programs

Initial fees received from franchise owners Deferred revenue related to insurance programs Deferred revenue related to the paid membership program (1) Other deferred revenue Total contract liabilities$ $

(1) The change from December 31, 2023 is due to balances written off to gains (losses) on sales of real estate and other on our condensed consolidated statements of income during the six months ended June 30, 2024 as a result of the UVC Transaction (see Note 4).

Revenue recognized during the three months ended June 30, 2024 and June 30, 2023 included in the contract liabilities balance at the beginning of each year was $ million and $ million, respectively. Revenue recognized during the six months ended June 30, 2024 and June 30, 2023 included in the contract liabilities balance at the beginning of each year was $ million and $ million, respectively. This revenue primarily relates to distribution and destination management services and the loyalty program.

Contracted revenue expected to be recognized in future periods was approximately $ million at June 30, 2024, approximately % of which we expect to recognize over the next months, with the remainder to be recognized thereafter.

million and $ million at June 30, 2024 and December 31, 2023, respectively.

During both the three and six months ended June 30, 2024, we recognized $ million of impairment charges, primarily related to of our unconsolidated hospitality ventures in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income as the estimated fair value was less than the carrying value, and the impairment was deemed other than temporary. The assumptions and judgments used in determining the fair value are classified as Level Three in the fair value hierarchy. During both the three and six months ended June 30, 2023, we did not recognize any impairment charges on our equity method investments.

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of our unconsolidated hospitality ventures in India publicly filed a draft red herring prospectus with the Securities and Exchange Board of India in conjunction with a proposed initial public offering ("IPO") of equity shares, subject to market conditions and regulatory approvals. On February 28, 2024, our unconsolidated hospitality venture completed its IPO on the BSE Limited and National Stock Exchange of India Limited stock exchanges and issued equity shares. Both prior and subsequent to the IPO, we hold equity shares in the entity. At June 30, 2024, the aggregate value of our equity shares was $ million based on the price per share of the principal market.

As a result of the IPO, our ownership interest in the unconsolidated hospitality venture was diluted from % to %. As we maintain the ability to significantly influence the operations of the entity, we recorded an increase to our equity method investment and recognized a $ million non-cash pre-tax dilution gain in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income during the six months ended June 30, 2024.

UVC Transaction—During the six months ended June 30, 2024, we completed the UVC Transaction and accounted for the sale of our controlling financial interest in the entity as a business disposition. We received $ million of proceeds, net of $ million of cash disposed; recorded a $ million equity method investment representing the fair value of our retained investment in the entity; and recorded $ million of guarantee liabilities as described below. The transaction resulted in a $ million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income during the six months ended June 30, 2024. We will continue to manage the Unlimited Vacation Club business under a long-term management agreement and license and royalty agreement. The operating results of the Unlimited Vacation Club business prior to the UVC Transaction are reported within our distribution segment.

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

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

Additionally, we agreed to indemnify the unconsolidated hospitality venture, the primary obligor to the foreign taxing authorities, for obligations the entity may incur as a result of uncertain tax positions. Following the transaction, we accounted for the indemnification as a guarantee. We derecognized the long-term income taxes payable related to the uncertain tax positions and recorded a $ million guarantee liability at fair value in other long-term liabilities on our condensed consolidated balance sheet. The fair value of the indemnification was estimated using a probability-based weighting approach to determine the likelihood of payment of the tax liability, penalties, and interest related to the 2013 through 2018 tax years. The valuation methodology includes assumptions and judgments regarding probability weighting, discount rates, and expected timing of cash flows, which are primarily Level Three assumptions. At June 30, 2024, the indemnification for open tax years had a maximum exposure of $ million.

The entity that owns the Unlimited Vacation Club business is classified as a VIE in which we hold a variable interest but are not the primary beneficiary, and we account for our common ownership interest as an equity method investment. At June 30, 2024, we had $ million and $ million recorded in equity method investments and other long-term liabilities (see Note 10), respectively, on our condensed consolidated balance sheet related to this unconsolidated VIE. At June 30, 2024, our maximum exposure to loss was $ million, which includes the carrying amount of our equity method investment and the maximum exposure under the aforementioned guarantee and indemnification (see Note 12).

Marketable Securities

We hold marketable securities with readily determinable fair values to fund certain operating programs and for investment purposes. We periodically transfer available cash and cash equivalents to purchase marketable securities for investment purposes.

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Deferred compensation plans held in rabbi trusts (Note 8 and Note 10)

Captive insurance company (Note 8)

Total marketable securities held to fund operating programs$ $ Less: current portion of marketable securities held to fund operating programs included in cash and cash equivalents and short-term investments()()Marketable securities held to fund operating programs included in other assets$ $

At June 30, 2024 and December 31, 2023, marketable securities held to fund operating programs included:

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

•$ million, in both periods, of time deposits classified as held-to-maturity ("HTM") debt securities with a contractual maturity date in 2025. The amortized cost of our time deposits approximates fair value;

•$ million and $ million, respectively, of equity securities with a readily determinable fair value.

$ $ $ Revenues for reimbursed costs (2) Other income (loss), net (Note 18) () Other comprehensive income (loss)
(Note 13)()()() Realized gains, netNet gains (losses) and interest income from marketable securities held to fund rabbi trusts (1)$ $ $ $ Revenues for reimbursed costs (2) (1) Unrealized and realized gains recognized in net gains (losses) and interest income from marketable securities held to fund rabbi trusts are offset by amounts recognized in general and administrative expenses and owned and leased expenses with no impact on net income.(2) Unrealized and realized gains recognized in revenues for reimbursed costs related to investments held to fund rabbi trusts are offset by amounts recognized in reimbursed costs with no impact on net income.

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Common shares in Playa N.V. (Note 8)

Time deposits (1) Total marketable securities held for investment purposes$ $ Less: current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments()()Marketable securities held for investment purposes included in other assets$ $ (1) Time deposits have contractual maturities on various dates through 2025. The amortized cost of our time deposits approximates fair value.

During the six months ended June 30, 2024 and June 30, 2023, there were no transfers between levels of the fair value hierarchy. We do not have nonfinancial assets or nonfinancial liabilities required to be measured at fair value on a recurring basis.

Other Investments

HTM Debt Securities—

$ Less: allowance for credit losses()()Total HTM debt securities, net of allowances$ $ $ Provisions, net (1) Allowance at March 31$ $ Provisions (reversals), net (1)() Write-offs()()Allowance at June 30$ $ (1) Provisions for credit losses were partially or fully offset by interest income recognized in the same periods (see Note 18).

We estimated the fair value of these HTM debt securities to be approximately $ million and $ million at June 30, 2024 and December 31, 2023, respectively. The fair values of our investments in preferred shares, which are classified as Level Three in the fair value hierarchy, are estimated using internally-developed discounted cash flow models based on current market inputs for similar types of arrangements. The primary sensitivity in these models is the selection of appropriate discount rates. Fluctuations in these assumptions could result in different estimates of fair value. The remaining HTM debt securities are classified as Level Two in the fair value hierarchy due to the use and weighting of multiple market inputs being considered in the final price of the security.

Convertible Debt Security—During the six months ended June 30, 2023, we invested in a $ million convertible debt security associated with a franchised property, which is classified as AFS and recorded in other assets on our condensed consolidated balance sheets. The investment has a contractual maturity date in 2029. The

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million and $ million at June 30, 2024 and December 31, 2023, respectively. $ $ $

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

million and $ million, respectively, of net receivables recorded on our condensed consolidated balance sheets. $ Provisions, net Write-offs()()Allowance at March 31$ $ Write-offs()()Reversals, net ()Allowance at June 30$ $ $ Secured financing to hotel owners (1) Total financing receivables$ $ Less: current portion of financing receivables, included in receivables, net()()Less: allowance for credit losses (2)()()Total long-term financing receivables, net of allowances$ $

(1) Comprised of loans, including an $ million loan purchased and a million Swiss Francs ("CHF") financing receivable issued in conjunction with the sale of Park Hyatt Zurich (see Note 6) during the three months ended June 30, 2024.

(2) At June 30, 2024, there was allowance for credit losses recorded for secured financing to hotel owners.

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$ Reversals, net()()Foreign currency exchange, net() Allowance at March 31$ $ Write-offs()()Provisions (reversals), net ()Allowance at June 30$ $

Credit Monitoring—

$()$ $ Other financing arrangements () Total unsecured financing receivables$ $()$ $

December 31, 2023

Gross loan balance (principal and interest)

Related allowance

Net financing receivables

Gross receivables on nonaccrual status

Loans

()

Other financing arrangements

()

Total unsecured financing receivables

()

Fair Value—We estimated the fair value of financing receivables to be approximately $ million and $ million at June 30, 2024 and December 31, 2023, respectively. The fair values, which are classified as Level Three in the fair value hierarchy, are estimated using discounted future cash flow models. The principal inputs used are projected future cash flows and the discount rate, which is generally the effective interest rate of the loan.

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 7).

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

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

Cash acquiredNet assets acquired$

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Receivables Prepaids and other assets Goodwill (1) Indefinite-lived intangibles (2) Customer relationships intangibles (3) Other intangibles (4) Total assets acquired$ Accounts payable$ Accrued expenses and other current liabilities Current contract liabilities Long-term contract liabilities Other long-term liabilities Total liabilities assumed$ Total net assets acquired attributable to Hyatt Hotels Corporation$

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

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

(3) Amortized over a useful life of years.

(4) Amortized over a useful life of years.

During both the three and six months ended June 30, 2023, we recognized $ million of transaction costs, primarily related to financial advisory and legal fees, in transaction and integration costs on our condensed consolidated statements of income.

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

We closed on the transaction on February 2, 2023 and paid $ million of cash. Upon acquisition, we recorded a $ 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

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Fair value of contingent consideration Net assets acquired$

The acquisition includes management and license agreements for both operating and additional hotels that are expected to open in the future, primarily across North America, and the affiliated trade names for three lifestyle hotel brands. Following the acquisition date, fee revenues and operating expenses of Dream Hotel Group were recognized on our condensed consolidated statements of income and were insignificant for the three months ended June 30, 2023 and for the period from the acquisition date through June 30, 2023.

Our condensed consolidated balance sheets at both June 30, 2024 and December 31, 2023 reflect estimates of the fair value of the assets acquired and liabilities assumed based on available information as of the acquisition date. The fair values of intangible assets acquired were estimated using either discounted future cash flow models or the relief from royalty method, both of which include revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three assumptions. The remaining assets and liabilities were recorded at their carrying values, which approximate their fair values.

During the year ended December 31, 2023, the fair values of certain assets acquired and liabilities assumed were finalized. The measurement period adjustments primarily resulted from the refinement of certain assumptions, including contract terms and useful lives, which affected the underlying cash flows in the valuation and were based on facts and circumstances that existed at the acquisition date. Measurement period adjustments recorded on our condensed consolidated balance sheet at December 31, 2023 include a $ million decrease in intangibles, net with a corresponding increase to goodwill.

Goodwill (1) Indefinite-lived intangibles (2) Management agreement intangibles (3) Other intangibles (2) Total assets acquired$ Long-term contract liabilities$ Total liabilities assumed$ Total net assets acquired attributable to Hyatt Hotels Corporation$

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

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

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

During the three and six months ended June 30, 2023, we recognized an insignificant amount and $ million, respectively, of transaction costs, primarily related to regulatory, financial advisory, and legal fees, in transaction and integration costs on our condensed consolidated statements of income.

Dispositions

Park Hyatt Zurich—During the three months ended June 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 million (approximately $ million), net of closing costs and proration adjustments, and issued a CHF million (approximately $ million) secured financing receivable with an initial maturity date of (see Note 5).

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million pre-tax gain, including the reclassification of $ million of currency translation gains from accumulated other comprehensive loss (see Note 13), which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income during the three months ended June 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 three months ended June 30, 2024, we sold Hyatt Regency San Antonio Riverwalk to an unrelated third party for $ 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 $ million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income during the three months ended June 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 three months ended June 30, 2024, we sold Hyatt Regency Green Bay to an unrelated third party for $ 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 $ million pre-tax loss, which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income during the three months ended June 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 six months ended June 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 $ million of proceeds, net of cash disposed, closing costs, and proration adjustments, and issued a $ million unsecured financing receivable with an initial maturity date of (see Note 5). Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $ million pre-tax gain, which was recognized in gains (losses) on sales of real estate and other on our condensed consolidated statements of income during the six months ended June 30, 2024. In connection with the disposition, we recognized a $ million goodwill impairment charge in asset impairments on our condensed consolidated statements of income during the six months ended June 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. At December 31, 2023, we classified the assets and liabilities as held for sale on our condensed consolidated balance sheet.

$ $()$ Brand and other indefinite-lived intangibles— — Customer relationships intangibles () Other intangibles () Total$ $()$

December 31, 2023

Gross carrying value

Accumulated amortization

Net carrying value

Management and hotel services agreement and franchise agreement intangibles

()

Brand and other indefinite-lived intangibles

—

Customer relationships intangibles

()

Other intangibles

()

Total

()

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$ $ $

Marketable securities held to fund the loyalty program (Note 4)

Marketable securities held to fund rabbi trusts (Note 4)

Common shares in Playa N.V. (Note 4)

Long-term investments (Note 4)

Marketable securities held for captive insurance company (Note 4)

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

million and $ million, respectively, of total debt, which included $ million and $ million, respectively, recorded in current maturities of long-term debt on our condensed consolidated balance sheets.

Senior Notes—During the three months ended June 30, 2024, we issued $ million of % senior notes due 2029 (the "2029 Notes") at an issue price of % and $ million of % senior notes due 2034 (the "2034 Notes") at an issue price of %. We received approximately $ million of net proceeds from the sale, after deducting $ million of underwriting discounts and other offering expenses. We temporarily invested the net proceeds from the issuance in marketable securities (see Note 4), and we intend to use the net proceeds to repay the outstanding balance on our $ million of % senior notes due 2024 (the "2024 Notes") at or prior to maturity and for general corporate purposes. Interest is payable semi-annually on June 30 and December 30 of each year.

During the six months ended June 30, 2023, we repurchased $ million of our senior notes due 2023 in the open market.

Term Loan—During the three months ended June 30, 2024, we entered into a credit agreement with Bank of America to correspond with the total amount of the secured financing receivable we issued to the buyer in conjunction with the sale of Park Hyatt Zurich (see Note 6) for a CHF million (approximately $ million outstanding at June 30, 2024) variable rate term loan, which matures in 2029.

Revolving Credit Facility—During the six months ended June 30, 2024 and June 30, 2023, we had borrowings or repayments on our revolving credit facility in effect for each of the respective periods. At both June 30, 2024 and December 31, 2023, we had balance outstanding. At June 30, 2024, we had $ million of borrowing capacity available under our revolving credit facility, net of letters of credit outstanding.

Fair Value—We estimated the fair value of debt, which consists of the notes below (collectively, the "Senior Notes") and other long-term debt, excluding finance leases.

•$ million of % senior notes due 2024

•$ million of % senior notes due 2025

•$ million of % senior notes due 2026

•$ million of % senior notes due 2027

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million of % senior notes due 2028

•$ million of % senior notes due 2029

•$ million of % senior notes due 2030

•$ million of % senior notes due 2034

$ $ $ $

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

December 31, 2023

Carrying value

Fair value

Quoted prices in active markets for identical assets (Level One)

Significant other observable inputs (Level Two)

Significant unobservable inputs (Level Three)

Debt (2)

(2) Excludes $ million of finance lease obligations and $ million of unamortized discounts and deferred financing fees.

10.

$ Income taxes payable Guarantee liabilities (Note 12) Contingent consideration liability (Note 12) Self-insurance liabilities (Note 12) Deferred income taxes (Note 11) Other Total other long-term liabilities$ $

11.

$ $ $

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

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

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

(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 June 30, 2024, 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 may be obligated to fund up to $ million related to certain guarantees as a result of the UVC Transaction (see Note 4). At June 30, 2024, we had $ million of guarantee liabilities recorded in other long-term liabilities on our condensed consolidated balance sheet associated with these guarantees.

Guarantee Liabilities Fair Value—We estimated the fair value of our guarantees to be $ million and $ million at June 30, 2024 and December 31, 2023, respectively. Based on the lack of available market data, we have classified our guarantees as Level Three in the fair value hierarchy.

Contingent Consideration Fair Value—We may pay up to an additional $ million of contingent consideration through 2028 as a result of our acquisition of Dream Hotel Group (see Note 6). At June 30, 2024, we had $ million of potential future consideration remaining.

$— Fair value as of acquisition date (Note 6)— Change in fair value (Note 18)() Fair value at March 31$ $ Change in fair value (Note 18)()()Fair value at June 30 (Note 10)$ $

Reserve requirements are established based on actuarial projections of ultimate losses. Reserves for losses in our captive insurance company to be paid within 12 months are $ million and $ million at June 30, 2024 and December 31, 2023, respectively,

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million and $ million at June 30, 2024 and December 31, 2023, respectively, and are recorded in other long-term liabilities on our condensed consolidated balance sheets (see Note 10).

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

Surety and Other Bonds—Surety and other bonds issued on our behalf were $ million at June 30, 2024 and primarily relate to our insurance programs, litigation, taxes, licenses, liens, and utilities for our lodging operations.

Letters of Credit—Letters of credit outstanding on our behalf at June 30, 2024 were $ million, which primarily relate to our ongoing operations, collateral for customer deposits associated with ALG Vacations, collateral for estimated insurance claims, and securitization of our performance under certain debt repayment guarantees, which are only called on if the borrower defaults on its obligations. Of the letters of credit outstanding, $ million reduces the available capacity under our revolving credit facility (see Note 9).

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

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 June 30, 2024, our maximum exposure is not expected to exceed $ million.

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13.

)$()$()$()AFS debt securities unrealized fair value adjustments () Pension liabilities adjustments (1)() ()()Derivative instrument adjustments (2)() ()Accumulated other comprehensive loss$()$()$()$()

(1) The amount reclassified from accumulated other comprehensive loss included realized gains recognized in gains (losses) on sales of real estate and other related to the sale of Park Hyatt Zurich (see Note 6).

(2) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.Balance at
January 1, 2024Current period other comprehensive income (loss) before reclassificationAmount reclassified from accumulated other comprehensive loss

Balance at

June 30, 2024

Foreign currency translation adjustments (3)$()$()$()$()AFS debt securities unrealized fair value adjustments () Pension liabilities adjustment (4) ()()Derivative instrument adjustments (5)()() ()Accumulated other comprehensive loss$()$()$()$()

(3) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in equity earnings (losses) from unconsolidated hospitality ventures related to the dilution of our ownership interest in an unconsolidated hospitality venture in India (see Note 4) and realized gains recognized in gains (losses) on sales of real estate and other related to the sale of Park Hyatt Zurich (see Note 6).

(4) The amount reclassified from accumulated other comprehensive loss primarily included realized gains recognized in gains (losses) on sales of real estate and other related to the UVC Transaction (see Note 4) and the sale of Park Hyatt Zurich (see Note 6).

(5) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks. We expect to reclassify $ million of losses, net of insignificant tax impacts, over the next 12 months.

Balance at
April 1, 2023Current period other comprehensive income (loss) before reclassificationAmount reclassified from accumulated other comprehensive lossBalance at
June 30, 2023

Foreign currency translation adjustments

$()$ $ $()AFS debt securities unrealized fair value adjustments()() ()Derivative instrument adjustments (6)() ()Accumulated other comprehensive loss$()$ $ $()(6) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.

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)$ $ $()AFS debt securities unrealized fair value adjustments() ()Derivative instrument adjustments (7)() ()Accumulated other comprehensive loss$()$ $ $()(7) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.

Share Repurchases—On December 18, 2019, May 10, 2023, and May 8, 2024, our board of directors authorized repurchases of up to $ million, $ million, and $ million, respectively, of our common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase transaction, at prices we deem appropriate and subject to market conditions, applicable law, and other factors deemed relevant in our sole discretion. The common stock repurchase program applies to our Class A and Class B common stock. The common stock repurchase program does not obligate us to repurchase any dollar amount or number of shares of common stock, and the program may be suspended or discontinued at any time. At June 30, 2024, we had $ million remaining under the total share repurchase authorization.

During the six months ended June 30, 2024, we repurchased shares of Class A and Class B common stock. The shares of common stock were repurchased at a weighted-average price of $ per share for an aggregate purchase price of $ million, excluding insignificant related expenses. The shares of Class A common stock repurchased in the open market were retired and returned to the status of authorized and unissued shares, while the shares of Class B common stock repurchased were retired and the total number of authorized Class B shares was reduced by the number of shares retired (see Note 15).

During the six months ended June 30, 2023, we repurchased shares of Class A common stock. The shares of common stock were repurchased at a weighted-average price of $ per share for an aggregate purchase price of $ million, excluding insignificant related expenses. The shares repurchased included the repurchase of shares for $ million, which was initiated prior to December 31, 2022, but settled during the six months ended June 30, 2023.

Dividend—

$ $ $ Class B common stock Total cash dividends declared$ $ $ $

Date declared

Dividend per share amount for Class A and Class B

Date of record

Date paid

February 14, 2024

February 28, 2024

March 12, 2024

May 9, 2024

May 29, 2024

June 11, 2024

14.

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$ $ $ RSUs PSUs Total$ $ $ $

SARs—During the six months ended June 30, 2024, we granted SARs to employees with a weighted-average grant date fair value of $. During the six months ended June 30, 2023, we granted SARs to employees with a weighted-average grant date fair value of $.

RSUs—During the six months ended June 30, 2024, we granted RSUs to employees and non-employee directors with a weighted-average grant date fair value of $. During the six months ended June 30, 2023, we granted RSUs to employees and non-employee directors with a weighted-average grant date fair value of $.

PSUs—During the six months ended June 30, 2024, we granted PSUs to employees with a weighted-average grant date fair value of $. During the six months ended June 30, 2023, we granted PSUs to employees with a weighted-average grant date fair value of $.

Our total unearned compensation for our stock-based compensation programs at June 30, 2024 was $ million for SARs, $ million for RSUs, and $ million for PSUs, which will be recognized in general and administrative expenses, distribution expenses, and transaction and integration costs over a weighted-average period of with respect to SARs and PSUs and with respect to RSUs.

On May 15, 2024, our stockholders approved the Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (the "2024 LTIP") subsequent to the adoption of such amended plan by our board of directors. The 2024 LTIP (i) increased the share limit by shares, (ii) was updated to reflect market practices with respect to broker-assisted sales and data privacy, and (iii) extended the term of the 2024 LTIP by years until the 10th anniversary of May 15, 2024, the date on which the 2024 LTIP was approved by our stockholders.

15.

million and $ million, respectively, of legal fees with this firm. During the three and six months ended June 30, 2023, we incurred $ million and $ million, respectively, of legal fees with this firm. At June 30, 2024 and December 31, 2023, we had $ million and $ million, respectively, due to the law firm.

Equity Method Investments—We have equity method investments in entities that own, operate, manage, or franchise properties or other hospitality-related businesses, including the Unlimited Vacation Club paid membership program, for which we receive management, franchise, license, or royalty fees. We recognized $ million and $ million of fee revenues during the three months ended June 30, 2024 and June 30, 2023, respectively. During the six months ended June 30, 2024 and June 30, 2023, we recognized $ million and $ million, respectively, of fee revenues. In addition, in some cases we provide loans (see Note 5) or guarantees (see Note 4 and Note 12) to these entities. During the three months ended June 30, 2024 and June 30, 2023, we recognized an insignificant amount and $ million, respectively, of income related to these guarantees. During the six months ended June 30, 2024 and June 30, 2023, we recognized $ million and $ million, respectively, of income related to these guarantees. At June 30, 2024 and December 31, 2023, we had $ million and $ million, respectively, of net receivables due from these entities, inclusive of $ million and $ million, respectively, classified as financing receivables on our condensed consolidated balance sheets. Our ownership interest in these unconsolidated hospitality ventures varies from % to %.

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shares of Class B common stock were converted on a share-for-share basis into shares of Class A common stock, $ par value per share. The shares of Class B common stock that were converted into shares of Class A common stock have been retired, thereby reducing the shares of Class B common stock authorized and outstanding.

Class B Share Repurchase—During the six months ended June 30, 2024, we repurchased shares of Class B common stock at a weighted-average price of $ per share, for an aggregate purchase price of approximately $ million. The shares of Class B common stock were repurchased in privately negotiated transactions from a limited liability company owned directly and indirectly by trusts for the benefit of certain Pritzker family members and a private foundation affiliated with certain Pritzker family members and were retired, thereby reducing the shares of Class B common stock authorized and outstanding by the repurchased share amount.

16.

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Three Months Ended June 30, 2023

Management and franchising

Owned and leased

Distribution

Overhead

Eliminations

Total

Base management fees

()

Incentive management fees

()

Franchise and other fees

()

Gross fees

()

Contra revenue

()

Net fees

()

Rooms and packages

()

Food and beverage

Other

Owned and leased

()

Distribution

Other revenues

Revenues for reimbursed costs

Total revenues

()

Intersegment revenues (3)

—

Adjusted EBITDA

()

Depreciation and amortization

(3) Intersegment revenues are included in gross fee revenues, owned and leased revenues, and other revenues and eliminated in Eliminations.

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$ $ $ $()$ Incentive management fees () Franchise and other fees () Gross fees () Contra revenue() ()Net fees () Rooms and packages () Food and beverage Other Owned and leased () Distribution Other revenues Revenues for reimbursed costs Total revenues$ $ $ $ $()$ Intersegment revenues (4)$ $ $ $ $— $ Adjusted EBITDA$ $ $ $()$ $ Depreciation and amortization$ $ $ $ $ $ (4) Intersegment revenues are included in gross fee revenues, owned and leased revenues, and other revenues and eliminated in Eliminations. $ $ $ Interest expense Provision for income taxes Depreciation and amortization Contra revenue Revenues for reimbursed costs()()()()Reimbursed costs Transaction and integration costs Equity (earnings) losses from unconsolidated hospitality ventures ()

Stock-based compensation expense (Note 14) (1)

(Gains) losses on sales of real estate and other

() () Asset impairments

Other (income) loss, net

()()()()Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA Adjusted EBITDA$ $ $ $ (1) Includes amounts recognized in general and administrative expenses and distribution expenses.

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17.

$ $ $ Net income attributable to noncontrolling interests Net income attributable to Hyatt Hotels Corporation$ $ $ $ Denominator:Basic weighted-average shares outstanding Stock-based compensation Diluted weighted-average shares outstanding Basic Earnings Per Class A and Class B Share:Net income$ $ $ $ Net income attributable to noncontrolling interests Net income attributable to Hyatt Hotels Corporation$ $ $ $ Diluted Earnings Per Class A and Class B Share:Net income$ $ $ $ Net income attributable to noncontrolling interests Net income attributable to Hyatt Hotels Corporation$ $ $ $ RSUs

18.

$ $ $ Guarantee amortization income (Note 12) Contingent consideration liability fair value adjustment (Note 12) Depreciation recovery Guarantee expense (Note 12)()()()()Unrealized gains (losses), net (Note 4)()()() Other, net() () Other income (loss), net$ $ $ $

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

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

These factors are not necessarily all of the important factors that could cause our actual results, performance, or achievements to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors could also harm our business, financial condition, results of operations, or cash flows. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

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

Executive Overview

Our portfolio of properties consists of full service hotels and resorts, select service hotels, all-inclusive resorts, and other properties, including timeshare, fractional, and other forms of residential and vacation units.

At June 30, 2024, our hotel portfolio consisted of 1,352 hotels (325,507 rooms), including:

•494 managed properties (147,787 rooms), all of which we operate under management and hotel services agreements with third-party owners;

•643 franchised properties (110,429 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties;

•125 all-inclusive resorts (42,749 rooms), including 111 owned by third parties (38,321 rooms) and operated under management and hotel services agreements, 8 owned by a third party in which we hold common shares (3,153 rooms) and operated under franchise agreements, and 6 operating leased properties (1,275 rooms);

•19 owned properties (8,794 rooms), 1 finance leased property (171 rooms), and 4 operating leased properties (1,697 rooms), all of which we manage;

•22 managed properties and 2 franchised properties owned or leased by unconsolidated hospitality ventures (7,640 rooms); and

•42 franchised properties (6,240 rooms) operated by an unconsolidated hospitality venture in connection with a master license agreement by Hyatt; 6 of these properties (1,246 rooms) are leased by the unconsolidated hospitality venture.

Our property portfolio also included:

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

•38 residential units (4,324 rooms), which consist of branded residences and serviced apartments. We manage all of the serviced apartments and those branded residential units that participate in a rental program with an adjacent Hyatt-branded hotel.

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

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

During the three months ended June 30, 2024, we revised our definition of Adjusted EBITDA to exclude transaction and integration costs, and we recast prior-period results to provide comparability. The revised definition excludes transaction costs previously recognized in general and administrative expenses and integration costs. Previously, only transaction costs recognized in gains (losses) on sales of real estate and other and other income (loss), net were excluded from Adjusted EBITDA. As these costs may vary in frequency or magnitude, we believe the revised definition presents a more representative measure of our core operations, assists in the comparability of results, and provides information consistent with how our management evaluates operating performance. See "—Non-GAAP Measures" for an explanation of how we utilize Adjusted EBITDA, why we present it, and material limitations on its usefulness, as well as a reconciliation of our net income attributable to Hyatt Hotels Corporation to consolidated Adjusted EBITDA.

During the six months ended June 30, 2024, we realigned our reportable segments to align with our business strategy, the organizational changes for certain members of our leadership team, and the manner in which our

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CODM assesses performance and makes decisions regarding the allocation of resources. A summary of our reportable segments is as follows:

•Management and franchising, which consists of the provision of management, franchising, and hotel services, or the licensing of our intellectual property to, (i) our property portfolio, (ii) our co-branded credit card programs, and (iii) other hospitality-related businesses, including the Unlimited Vacation Club following the UVC Transaction;

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

•Distribution, which consists of distribution and destination management services offered through ALG Vacations and the boutique and luxury global travel platform offered through Mr & Mrs Smith. Prior to the UVC Transaction, this segment also included the Unlimited Vacation Club paid membership program.

Within overhead, we include unallocated corporate expenses.

Segment operating information for the three and six months ended June 30, 2023 have been recast to reflect these segment changes. See Part I, Item 1 "Financial Statements—Note 1 and Note 16 to our Condensed Consolidated Financial Statements" for further discussion of our segment structure.

Overview of Financial Results

Consolidated revenues decreased $2 million during the quarter ended June 30, 2024 compared to the quarter ended June 30, 2023. Gross fee revenues increased $29 million and revenues for reimbursed costs increased $58 million driven by improved operating performance at our existing properties, including increased demand and ADR, and growth of our hotel portfolio compared to the quarter ended June 30, 2023. Additionally, during the quarter ended June 30, 2024, gross fee revenues increased due to management and royalty fees earned related to the management of and licensing of certain of our brands to the Unlimited Vacation Club following the UVC Transaction. Other revenues decreased $61 million, compared to the quarter ended June 30, 2023, primarily driven by the sale of the Destination Residential Management business in the third quarter of 2023 and the UVC Transaction. Owned and leased revenues decreased $27 million, compared to the quarter ended June 30, 2023, due to non-comparable hotels, primarily driven by dispositions of owned hotels.

Comparable system-wide hotels revenue per available room ("RevPAR") for the quarter ended June 30, 2024 was $149, which represented a 4.7% improvement compared to the quarter ended June 30, 2023 in constant currency. The increase was primarily driven by higher ADR across most geographies in the management and franchising segment, with the most significant increases in Asia Pacific (excluding Greater China).

Comparable system-wide all-inclusive resorts Net Package RevPAR for the quarter ended June 30, 2024 was $226, which represented a 3.0% improvement, compared to the quarter ended June 30, 2023 in reported dollars, primarily driven by higher demand and Net Package ADR. See "—Segment Results" for discussion of RevPAR by geography for our management and franchising segment.

During the quarter ended June 30, 2024, compared to the quarter ended June 30, 2023, business transient demand continued to improve and when excluding the impact of the timing of the Easter holiday, leisure transient travel increased. We continued to experience growth in group travel as comparable system-wide group rooms revenues increased 7.8% and group booking pace was up 6.9% at our full service managed hotels in the United States for July through December 2024 compared to the same period in 2023.

For the quarter ended June 30, 2024, we reported $359 million of net income attributable to Hyatt Hotels Corporation, representing a $291 million increase, compared to the three months ended June 30, 2023, primarily driven by gains (losses) on sales of real estate and other, partially offset by an increase in the provision for income taxes. Our consolidated Adjusted EBITDA for the quarter ended June 30, 2024 was $307 million, a $28 million increase compared to the quarter ended June 30, 2023. See "—Results of Operations" and "—Segment Results" for further discussion.

During the quarter ended June 30, 2024, we returned $150 million of capital to our stockholders through $134 million of share repurchases and $16 million of quarterly dividend payments.

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Results of Operations

Three and Six Months Ended June 30, 2024 Compared with Three and Six Months Ended June 30, 2023

Discussion on Consolidated Results

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

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

Fee revenues.


	Three Months Ended June 30,
	2024		2023		Better / (Worse)
Base management fees	$	100	$	96	$	4	3.8	%
Incentive management fees	54		59		(5)		(7.2)	%
Franchise and other fees	121		91		30		32.2	%
Gross fees	275		246		29		11.7	%
Contra revenue	(16)		(12)		(4)		(36.8)	%
Net fees	$	259	$	234	$	25	10.5	%

	Six Months Ended June 30,
	2024		2023		Better / (Worse)
Base management fees	$	198	$	187	$	11	5.8	%
Incentive management fees	118		116		2		1.9	%
Franchise and other fees	221		174		47		26.9	%
Gross fees	537		477		60		12.5	%
Contra revenue	(29)		(22)		(7)		(29.8)	%
Net fees	$	508	$	455	$	53	11.7	%

The increases in base management fees and franchise fees during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, were primarily driven by the Americas, including the United States, and Europe.

The decrease in incentive management fees during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, was primarily driven by Greater China and certain properties undergoing renovations in the United States, partially offset by the Middle East and Europe.

The increase in other fees during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, was primarily driven by management and royalty fees related to the management of and licensing of certain of our brands to the Unlimited Vacation Club following the UVC Transaction and increased license fees related to our co-branded credit card programs.

The increase in Contra revenue during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, was primarily in the Americas (excluding United States) driven by incremental amortization of management and hotel services agreement and franchise agreement assets and an accrued performance cure payment.

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Owned and leased revenues.


	Three Months Ended June 30,
	2024		2023		Better / (Worse)				Currency Impact
Comparable owned and leased revenues	$	303	$	289	$	14	5.0	%	$	(3)
Non-comparable owned and leased revenues	11		52		(41)		(78.1)	%	—
Total owned and leased revenues	$	314	$	341	$	(27)	(7.8)	%	$	(3)








	Six Months Ended June 30,
	2024		2023		Better / (Worse)				Currency Impact
Comparable owned and leased revenues	$	564	$	545	$	19	3.6	%	$	(1)
Non-comparable owned and leased revenues	59		110		(51)		(46.7)	%	—
Total owned and leased revenues	$	623	$	655	$	(32)	(4.8)	%	$	(1)

Comparable owned and leased revenues increased during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, primarily driven by increased business transient demand. During the three months ended June 30, 2024, compared to the three months ended June 30, 2023, the increase was also driven by group rooms revenues and food and beverage revenues.

Non-comparable owned and leased revenues decreased during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, primarily driven by dispositions of owned hotels, partially offset by increased revenues at a recently renovated hotel in the United States.

Distribution revenues. During the three months ended June 30, 2024, distribution revenues increased $3 million, compared to the three months ended June 30, 2023, primarily due to commission fee revenues related to Mr & Mrs Smith, which was acquired in the second quarter of 2023, offset by ALG Vacations due to higher pricing in 2023. During the six months ended June 30, 2024, distribution revenues decreased $6 million as the decrease in revenues from ALG Vacations due to the normalization of demand and higher pricing in 2023 more than offset commission fee revenues related to Mr & Mrs Smith.

Other revenues. During the three and six months ended June 30, 2024, other revenues decreased $61 million and $114 million, respectively, compared to the three and six months ended June 30, 2023, primarily driven by the Destination Residential Management business, which was sold during the third quarter of 2023, and the UVC Transaction, partially offset by an increase in revenues related to our co-branded credit card programs.

Revenues for reimbursed costs.


	Three Months Ended June 30,
	2024		2023		Change
Revenues for reimbursed costs	$	842	$	784	$	58	7.5	%
Less: rabbi trust impact (1)	(1)		(8)		7		76.5	%
Revenues for reimbursed costs, excluding rabbi trust impact	$	841	$	776	$	65	8.3	%
(1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within reimbursed costs.









	Six Months Ended June 30,
	2024		2023		Change
Revenues for reimbursed costs	$	1,644	$	1,513	$	131	8.7	%
Less: rabbi trust impact (2)	(13)		(17)		4		21.7	%
Revenues for reimbursed costs, excluding rabbi trust impact	$	1,631	$	1,496	$	135	9.0	%
(2) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within reimbursed costs.

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Revenues for reimbursed costs increased during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, driven by higher reimbursements for payroll and related expenses at managed properties where we are the employer and reimbursed costs related to system-wide services provided to managed and franchised properties. The higher reimbursements for expenses were due to increased demand at our existing properties and portfolio growth.

General and administrative expenses.


	Three Months Ended June 30,
	2024		2023		Change
General and administrative expenses	$	117	$	134	$	(17)	(13.4)	%
Less: rabbi trust impact	(4)		(15)		11		74.9	%
Less: stock-based compensation expense	(14)		(15)		1		4.7	%
Adjusted general and administrative expenses	$	99	$	104	$	(5)	(5.8)	%









	Six Months Ended June 30,
	2024		2023		Change
General and administrative expenses	$	286	$	289	$	(3)	(1.1)	%
Less: rabbi trust impact	(26)		(31)		5		17.2	%
Less: stock-based compensation expense	(43)		(46)		3		3.9	%
Adjusted general and administrative expenses	$	217	$	212	$	5	1.9	%

General and administrative expenses decreased during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, primarily driven by decreased market performance of the underlying investments in marketable securities held to fund our deferred compensation plans through rabbi trusts and decreased professional fees and travel expenses, partially offset by an increase in payroll and related costs and the reversal of credit loss reserves on certain receivables during the three and six months ended June 30, 2023.

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

Owned and leased expenses.


	Three Months Ended June 30,
	2024		2023		Better / (Worse)
Comparable owned and leased expenses	$	228	$	220	$	(8)	(3.4)	%
Non-comparable owned and leased expenses	10		35		25		73.1	%
Rabbi trust impact	—		2		2		80.5	%
Total owned and leased expenses	$	238	$	257	$	19	7.4	%









	Six Months Ended June 30,
	2024		2023		Better / (Worse)
Comparable owned and leased expenses	$	444	$	424	$	(20)	(4.6)	%
Non-comparable owned and leased expenses	42		69		27		40.0	%
Rabbi trust impact	2		4		2		28.2	%
Total owned and leased expenses	$	488	$	497	$	9	1.8	%

The increase in comparable owned and leased expenses during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, was primarily due to increased variable expenses at certain hotels, most notably payroll and related costs.

The decrease in non-comparable owned and leased expenses during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, was primarily driven by dispositions of owned hotels, partially offset by increased expenses at a recently renovated hotel in the United States.

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Distribution expenses. During the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, distribution expenses increased $8 million and $24 million, respectively, primarily driven by ALG Vacations due to an increase in certain variable costs, in part due to a change in product mix, and expenses related to Mr & Mrs Smith, which was acquired in the second quarter of 2023, most notably payroll and related costs and marketing costs.

Other direct costs. During the three and six months ended June 30, 2024, other direct costs decreased $70 million and $123 million, respectively, compared to the three and six months ended June 30, 2023, primarily driven by the Destination Residential Management business, which was sold during the third quarter of 2023, and the UVC Transaction.

Transaction and integration costs. During the six months ended June 30, 2024, transaction and integration costs decreased $5 million, compared to the six months ended June 30, 2023, primarily due to transaction costs related to the acquisitions of Mr & Mrs Smith and Dream Hotel Group in 2023.

Depreciation and amortization expenses. Depreciation and amortization expenses decreased $15 million and $21 million, during the three and six months ended June 30, 2024, respectively, compared to the three and six months ended June 30, 2023, due to the UVC Transaction and dispositions of owned hotels.

Reimbursed costs.


	Three Months Ended June 30,
	2024		2023		Change
Reimbursed costs	$	853	$	789	$	64	8.1	%
Less: rabbi trust impact (1)	(1)		(8)		7		76.5	%
Reimbursed costs, excluding rabbi trust impact	$	852	$	781	$	71	9.0	%
(1) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within revenues for reimbursed costs.

	Six Months Ended June 30,
	2024		2023		Change
Reimbursed costs	$	1,689	$	1,538	$	151	9.8	%
Less: rabbi trust impact (2)	(13)		(17)		4		21.7	%
Reimbursed costs, excluding rabbi trust impact	$	1,676	$	1,521	$	155	10.2	%
(2) The change is driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within revenues for reimbursed costs.

Reimbursed costs increased during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, driven by increased payroll and related expenses at managed properties where we are the employer and expenses related to system-wide services provided to managed and franchised properties. The higher expenses were due to increased demand at our existing properties and portfolio growth.

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


	Three Months Ended June 30,
	2024		2023		Better / (Worse)
Rabbi trust gains (losses) allocated to general and administrative expenses	$	4	$	15	$	(11)	(74.9)	%
Rabbi trust gains (losses) allocated to owned and leased expenses	—		2		(2)		(80.5)	%
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts	$	4	$	17	$	(13)	(75.4)	%

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	Six Months Ended June 30,
	2024		2023		Better / (Worse)
Rabbi trust gains (losses) allocated to general and administrative expenses	$	26	$	31	$	(5)	(17.2)	%
Rabbi trust gains (losses) allocated to owned and leased expenses	2		4		(2)		(28.2)	%
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts	$	28	$	35	$	(7)	(18.3)	%

Net gains (losses) and interest income from marketable securities held to fund rabbi trusts decreased during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, driven by the performance of the underlying invested assets.

Equity earnings (losses) from unconsolidated hospitality ventures.


	Three Months Ended June 30,						Six Months Ended June 30,
	2024		2023		Better / (Worse)		2024		2023		Better / (Worse)
Gain on dilution of ownership interest in an unconsolidated hospitality venture	$	—	$	—	$	—	$	79	$	—	$	79
Hyatt's share of unconsolidated hospitality ventures' foreign currency exchange, net	1		2		(1)		3		3		—
Hyatt's share of unconsolidated hospitality ventures' net losses excluding foreign currency	(13)		(5)		(8)		(23)		(9)		(14)
Impairment charges related to investments in unconsolidated hospitality ventures	(10)		—		(10)		(10)		—		(10)
Other (1)	(8)		2		(10)		(4)		3		(7)
Equity earnings (losses) from unconsolidated hospitality ventures	$	(30)	$	(1)	$	(29)	$	45	$	(3)	$	48
(1) The three and six months ended June 30, 2024 includes equity losses primarily related to a debt repayment guarantee for a hotel property in the United States.

See Part I, Item 1, "Financial Statements—Note 4 and Note 12 to our Condensed Consolidated Financial Statements" for additional information.

Interest expense. Interest expense increased $9 million and $14 million during three and six months ended June 30, 2024, respectively, compared to the three and six months ended June 30, 2023, primarily due to the issuances of senior notes in 2024 and 2023, offset by the redemption of certain of our Senior Notes in 2023. See Part I, Item 1, "Financial Statements—Note 9 to our Condensed Consolidated Financial Statements" for additional information.

Gains (losses) on sales of real estate and other. During the three months ended June 30, 2024, we recognized the following:

•$257 million pre-tax gain related to the sale of Park Hyatt Zurich;

•$100 million pre-tax gain related to the sale of Hyatt Regency San Antonio Riverwalk; and

•$4 million pre-tax loss related to the sale of Hyatt Regency Green Bay.

During the six months ended June 30, 2024, we also recognized the following:

•$231 million pre-tax gain related to the UVC Transaction; and

•$172 million pre-tax gain related to the sale of the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino.

See Part I, Item 1 "Financial Statements—Note 4 and Note 6 to our Condensed Consolidated Financial Statements" for additional information.

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Asset impairments. During the six months ended June 30, 2024, we recognized a $15 million goodwill impairment charge in connection with the sale of Hyatt Regency Aruba Resort Spa and Casino. See Part I, Item 1 "Financial Statements—Note 6 to our Condensed Consolidated Financial Statements" for additional information.

During the three and six months ended June 30, 2023, we recognized $5 million and $7 million, respectively, of impairment charges related to intangible assets, primarily as a result of contract terminations.

Other income (loss), net. Other income (loss), net increased $16 million and $15 million during the three and six months ended June 30, 2024, respectively, compared to the three and six months ended June 30, 2023. See Part I, Item 1 "Financial Statements—Note 18 to our Condensed Consolidated Financial Statements" for additional information.

Provision for income taxes.


	Three Months Ended June 30,
	2024			2023			Change
Income before income taxes	$	462		$	95		$	367	391.4	%
Provision for income taxes	(103)			(27)			(76)		(294.7)	%
Effective tax rate	22.4		%	27.9		%			(5.5)	%








	Six Months Ended June 30,
	2024			2023			Change
Income before income taxes	$	1,003		$	200		$	803	402.6	%
Provision for income taxes	(122)			(74)			(48)		(66.0)	%
Effective tax rate	12.2		%	36.8		%			(24.6)	%

The increase in the provision for income taxes for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, was primarily driven by the sales of Park Hyatt Zurich and Hyatt Regency San Antonio Riverwalk. The increase in the provision for income taxes during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, was primarily driven by the aforementioned sales as well as the earnings impact from both the sale of Hyatt Regency Aruba Resort Spa and Casino and the UVC Transaction. See Part I, Item 1 "Financial Statements—Note 11 to our Condensed Consolidated Financial Statements" for additional information.

Segment Results

As described in Part I, Item 1 "Financial Statements—Note 16 to our Condensed Consolidated Financial Statements," we evaluate segment operating performance using gross fee revenues; owned and leased revenues; distribution revenues; other revenues; and Adjusted EBITDA.

Management and franchising segment revenues.


	Three Months Ended June 30,
	2024		2023		Better / (Worse)
Base management fees	$	109	$	106	$	3	2.5	%
Incentive management fees	57		63		(6)		(8.7)	%
Franchise and other fees	122		93		29		31.4	%
Gross fees (1), (2)	288		262		26		10.1	%
Contra revenue (1)	(16)		(12)		(4)		(36.8)	%
Net fees (1), (2)	272		250		22		8.8	%
Other revenues	10		28		(18)		(65.2)	%
Revenues for reimbursed costs (1)	842		784		58		7.5	%
Total segment revenues (2)	$	1,124	$	1,062	$	62	5.8	%
(1) See "—Results of Operations" for further discussion regarding the increases in fee revenues, Contra revenue, and revenues for reimbursed costs.
(2) Includes $13 million and $16 million of intersegment revenues for the three months ended June 30, 2024 and June 30, 2023, respectively.

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(2) Consists of all-inclusive properties that we manage, franchise, lease, or provide services to.

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Net Package RevPAR increases at our comparable all-inclusive resorts during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, were driven by strong demand and Net Package ADR.

During the three months ended June 30, 2024, we removed two properties in the Americas (excluding United States) from comparable system-wide all-inclusive resorts results, including one property that underwent an expansion and one property that left the hotel portfolio.

During the six months ended June 30, 2024, we removed nine additional properties from comparable system-wide all-inclusive resorts results, including:

•in the Americas (excluding United States), one property that underwent an expansion and one property that left the hotel portfolio; and

•in Europe, six properties that experienced seasonal closures and one property that left the hotel portfolio.

Management and franchising segment Adjusted EBITDA.


	Three Months Ended June 30,
	2024		2023		Better / (Worse)
Segment Adjusted EBITDA	$	222	$	201	$	21	10.5	%






	Six Months Ended June 30,
	2024		2023		Better / (Worse)
Segment Adjusted EBITDA	$	425	$	385	$	40	10.4	%

Adjusted EBITDA increased during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, primarily driven by the increases in gross fee revenues and results of our co-branded credit card programs recognized in other revenues and other direct costs, partially offset by an increase in general and administrative expenses, which was primarily due to an increase in payroll and related costs and the reversal of credit loss reserves on certain receivables during the three and six months ended June 30, 2023. The sale of the Destination Residential Management business, which was sold during the third quarter of 2023, resulted in decreases in other revenues and other direct costs.

Owned and leased segment revenues.


	Three Months Ended June 30,
	2024		2023		Better / (Worse)				Currency Impact
Comparable owned and leased revenues	$	309	$	296	$	13	4.4	%	$	(3)
Non-comparable owned and leased revenues	12		52		(40)		(78.1)	%	—

Total segment revenues (1), (2)	$	321	$	348	$	(27)	(7.9)	%	$	(3)
(1) See "—Results of Operations" for further discussion regarding the decrease in owned and leased revenues.
(2) Includes $7 million of intersegment revenues for both the three months ended June 30, 2024 and June 30, 2023.











	Six Months Ended June 30,
	2024		2023		Better / (Worse)				Currency Impact
Comparable owned and leased revenues	$	578	$	560	$	18	3.2	%	$	(1)
Non-comparable owned and leased revenues	59		110		(51)		(46.7)	%	—

%

During the three and six months ended June 30, 2024, we removed three and four properties, respectively, from comparable owned and leased hotels results as the properties were sold. These properties remain in our hotel portfolio under long-term management and franchise agreements.

Owned and leased segment Adjusted EBITDA.


	Three Months Ended June 30,
	2024		2023		Better / (Worse)
Owned and leased Adjusted EBITDA (1)	$	62	$	68	$	(6)	(9.5)	%
Pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA	17		17		—		1.0	%
Segment Adjusted EBITDA	$	79	$	85	$	(6)	(7.4)	%
(1) See "—Results of Operations" for further discussion regarding the decreases in owned and leased revenues and owned and leased expenses.









	Six Months Ended June 30,
	2024		2023		Better / (Worse)
Owned and leased hotels Adjusted EBITDA (2)	$	107	$	127	$	(20)	(15.7)	%
Pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA	34		31		3		9.9	%
Segment Adjusted EBITDA	$	141	$	158	$	(17)	(10.7)	%
(2) See "—Results of Operations" for further discussion regarding the decreases in owned and leased revenues and owned and leased expenses.

Our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA increased during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily driven by improved hotel performance as well as new hotels related to our unconsolidated hospitality venture in India.

Distribution segment revenues.


	Three Months Ended June 30,
	2024		2023		Better / (Worse)
Distribution revenues (1)	$	278	$	275	$	3	0.6	%
Other revenues	—		43		(43)		(100.0)	%
Total segment revenues	$	278	$	318	$	(40)	(12.8)	%
(1) See "—Results of Operations" for further discussion regarding the increase in distribution revenues.

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	Six Months Ended June 30,
	2024		2023		Better / (Worse)
Distribution revenues (2)	$	597	$	603	$	(6)	(1.1)	%
Other revenues	26		84		(58)		(69.3)	%
Total segment revenues	$	623	$	687	$	(64)	(9.4)	%
(2) See "—Results of Operations" for further discussion regarding the decrease in distribution revenues.

Other revenues decreased during the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, driven by the UVC Transaction.

Distribution segment Adjusted EBITDA.


	Three Months Ended June 30,
	2024		2023		Better / (Worse)
Segment Adjusted EBITDA	$	43	$	34	$	9	23.9	%






	Six Months Ended June 30,
	2024		2023		Better / (Worse)
Segment Adjusted EBITDA	$	82	$	92	$	(10)	(11.1)	%

Adjusted EBITDA increased during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily driven by the UVC Transaction, partially offset by the increases in distribution revenues and distribution expenses (see "—Results of Operations" for further discussion).

Adjusted EBITDA decreased during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily driven by the decrease in distribution revenues and increase in distribution expenses (see "—Results of Operations" for further discussion). The UVC Transaction resulted in decreases in other revenues, general and administrative expenses, and other direct costs.

Overhead.


	Three Months Ended June 30,
	2024		2023		Better / (Worse)
Adjusted EBITDA	$	(37)	$	(41)	$	4	11.6	%

	Six Months Ended June 30,
	2024		2023		Better / (Worse)
Adjusted EBITDA	$	(83)	$	(83)	$	—	—	%

Adjusted EBITDA increased during the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily driven by decreases in professional fees and travel expenses, partially offset by an increase in payroll and related costs.

Adjusted EBITDA was flat during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, as the increase in payroll and related costs were offset by decreases in professional fees and travel expenses.

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Non-GAAP Measures

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

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

•interest expense;

•benefit (provision) for income taxes;

•depreciation and amortization;

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

•revenues for reimbursed costs;

•reimbursed costs that we intend to recover over the long term;

•transaction and integration costs;

•equity earnings (losses) from unconsolidated hospitality ventures;

•stock-based compensation expense;

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

•asset impairments; and

•other income (loss), net.

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

Our board of directors and executive management team focus on Adjusted EBITDA as one of the key performance and compensation measures both on a segment and on a consolidated basis. Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations both on a segment and on a consolidated basis. Our President and Chief Executive Officer, who is our CODM, also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in part, by assessing the Adjusted EBITDA of each segment. In addition, the compensation committee of our board of directors determines the annual variable compensation for certain members of our management based in part on consolidated Adjusted EBITDA, segment Adjusted EBITDA, or some combination of both.

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

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

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EBITDA includes reimbursed costs related to system-wide services and programs that we do not intend to recover from hotel owners. Finally, we exclude other items that are not core to our operations and may vary in frequency or magnitude, such as transaction and integration costs, asset impairments, unrealized and realized gains and losses on marketable securities, and gains and losses on sales of real estate and other.

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

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

Adjusted General and Administrative Expenses

Adjusted general and administrative expenses, as we define it, is a non-GAAP measure. Adjusted general and administrative expenses exclude the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. Adjusted general and administrative expenses assist us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations, both on a segment and consolidated basis. See "—Results of Operations" for a reconciliation of general and administrative expenses to Adjusted general and administrative expenses.

ADR

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

Comparable system-wide and Comparable owned and leased

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

Constant Dollar Currency

We report the results of our operations both on an as-reported basis, as well as on a constant dollar basis. Constant Dollar Currency, which is a non-GAAP measure, excludes the effects of movements in foreign currency

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exchange rates between comparative periods. We believe constant dollar analysis provides valuable information regarding our results as it removes currency fluctuations from our operating results. We calculate Constant Dollar Currency by restating prior-period local currency financial results at the current period's exchange rates. These restated amounts are then compared to our current period reported amounts to provide operationally driven variances in our results.

Net Package ADR

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

Net Package RevPAR

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

Occupancy

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

RevPAR

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

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

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


	Three Months Ended June 30,
	2024		2023		Change
Net income attributable to Hyatt Hotels Corporation	$	359	$	68	$	291	428.8	%
Interest expense	40		31		9		26.0	%
Provision for income taxes	103		27		76		294.7	%
Depreciation and amortization	84		99		(15)		(14.6)	%
Contra revenue	16		12		4		36.8	%
Revenues for reimbursed costs	(842)		(784)		(58)		(7.5)	%
Reimbursed costs	853		789		64		8.1	%
Transaction and integration costs	10		10		—		(6.3)	%
Equity (earnings) losses from unconsolidated hospitality ventures	30		1		29		NM
Stock-based compensation expense (1)	15		16		(1)		(4.6)	%
(Gains) losses on sales of real estate and other	(350)		—		(350)		NM
Asset impairments	—		5		(5)		(100.0)	%
Other (income) loss, net	(28)		(12)		(16)		(131.4)	%
Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA	17		17		—		1.0	%
Adjusted EBITDA	$	307	$	279	$	28	10.1	%
(1) Includes amounts recognized in general and administrative expenses and distribution expenses.



	Six Months Ended June 30,
	2024		2023		Change
Net income attributable to Hyatt Hotels Corporation	$	881	$	126	$	755	598.8	%
Interest expense	78		64		14		21.0	%
Provision for income taxes	122		74		48		66.0	%
Depreciation and amortization	176		197		(21)		(10.4)	%
Contra revenue	29		22		7		29.8	%
Revenues for reimbursed costs	(1,644)		(1,513)		(131)		(8.7)	%
Reimbursed costs	1,689		1,538		151		9.8	%
Transaction and integration costs	18		23		(5)		(24.3)	%
Equity (earnings) losses from unconsolidated hospitality ventures	(45)		3		(48)		NM
Stock-based compensation expense (2)	46		48		(2)		(3.0)	%
(Gains) losses on sales of real estate and other	(753)		—		(753)		NM
Asset impairments	17		7		10		139.2	%
Other (income) loss, net	(82)		(67)		(15)		(21.8)	%
Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA	34		31		3		9.9	%
Adjusted EBITDA	$	566	$	553	$	13	2.3	%
(2) Includes amounts recognized in general and administrative expenses and distribution expenses.

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Liquidity and Capital Resources

Overview

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

During the three months ended June 30, 2024, we issued the 2029 Notes and the 2034 Notes and received $786 million of net proceeds, which are intended to be used to repay the outstanding balance on the 2024 Notes at or prior to maturity and for general corporate purposes. See Part I, Item 1 "Financial Statements—Note 9 to our Condensed Consolidated Financial Statements" for additional information.

We expect to successfully execute our commitment announced in August 2021 to realize $2.0 billion of gross proceeds from the disposition of owned assets, net of acquisitions, by the end of 2024. As of August 6, 2024, we have realized $1,496 million of proceeds from the net disposition of owned assets as part of this commitment.

We may, from time to time, seek to retire or purchase our outstanding equity and/or debt securities through cash purchases and/or exchanges for other securities in open market purchases, privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase transaction. Such repurchases or exchanges, if any, will depend on prevailing market conditions, restrictions in our existing or future financing arrangements, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material. During the quarter ended June 30, 2024, we returned $150 million of capital to our stockholders through $134 million of share repurchases and $16 million of quarterly dividend payments. See Part I, Item 1 "Financial Statements—Note 13 to our Condensed Consolidated Financial Statements" for additional information.

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

Recent Transactions Affecting our Liquidity and Capital Resources

During both the six months ended June 30, 2024 and June 30, 2023, various transactions impacted our liquidity. See "—Sources and Uses of Cash."

Sources and Uses of Cash


	Six Months Ended June 30,
	2024		2023
Cash provided by (used in):
Operating activities	$	419	$	371
Investing activities	(306)		(238)
Financing activities	237		(263)
Effect of exchange rate changes on cash	(4)		(6)
Net change in cash, cash equivalents, and restricted cash classified as assets held for sale	3		—
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	349	$	(136)

Cash Flows from Operating Activities

Cash provided by operating activities increased $48 million during the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to improved performance across the hotel portfolio and a decrease in cash paid for taxes, partially offset by an increase in cash paid for interest.

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Cash Flows from Investing Activities

During the six months ended June 30, 2024:

•We invested $785 million in net purchases of marketable securities and short-term investments.

•We issued $85 million of financing receivables.

•We invested $76 million in capital expenditures (see "—Capital Expenditures").

•We acquired the me and all hotels brand name for $28 million, inclusive of closing costs.

•We received $3 million of net proceeds from the sale of Hyatt Regency Green Bay.

•We received $41 million of net proceeds from the UVC Transaction.

•We received $173 million of net proceeds from the sale of the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino.

•We received $226 million of net proceeds from the sale of Hyatt Regency San Antonio Riverwalk.

•We received CHF 220 million (approximately $244 million) of net proceeds from the sale of Park Hyatt Zurich.

During the six months ended June 30, 2023:

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

•We invested $80 million in capital expenditures (see "—Capital Expenditures").

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

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

•We issued $20 million of financing receivables.

• We received $78 million of net proceeds from the sale of marketable securities and short-term investments.

Cash Flows from Financing Activities

During the six months ended June 30, 2024:

•We issued senior notes and received approximately $786 million of net proceeds from the sale, after deducting $14 million of underwriting discounts and other offering expenses.

•We paid two quarterly $0.15 per share cash dividends on outstanding shares of Class A and Class B common stock totaling $31 million.

•We paid $40 million of withholding taxes for stock-based compensation.

•We borrowed CHF 41 million (approximately $44 million) in conjunction with the sale of Park Hyatt Zurich.

•We repurchased 3,422,531 shares of common stock for an aggregate purchase price of $522 million.

During the six months ended June 30, 2023:

•We repurchased 1,987,560 shares of Class A common stock for an aggregate purchase price of $214 million, inclusive of the payment of a $9 million liability for the repurchase of 106,116 shares recorded at December 31, 2022.

•We repurchased $18 million of our Senior Notes.

•We paid one quarterly $0.15 per share cash dividend on outstanding shares of Class A and Class B common stock totaling $16 million.

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


	June 30, 2024			December 31, 2023
Consolidated debt (1)	$	3,885		$	3,056
Stockholders' equity	3,850			3,564
Total capital	7,735			6,620
Total debt-to-total capital	50.2		%	46.2		%
Consolidated debt (1)	3,885			3,056
Less: cash and cash equivalents and short-term investments (2)	(1,957)			(896)
Net consolidated debt	$	1,928		$	2,160
Net debt-to-total capital	24.9		%	32.6		%

(1) Excludes approximately $451 million and $548 million of our share of unconsolidated hospitality venture indebtedness at June 30, 2024 and December 31, 2023, respectively, substantially all of which is non-recourse to us and a portion of which we guarantee pursuant to separate agreements.

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

Capital Expenditures

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


	Six Months Ended June 30,
	2024		2023
Maintenance and technology	$	60	$	50
Enhancements to existing properties	16		30
Total capital expenditures	$	76	$	80

The decrease in capital expenditures is primarily driven by a decrease in renovation spend at certain owned hotels, partially offset by increased maintenance and technology spend at certain regional offices.

Senior Notes

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


	Outstanding principal amount

$750 million senior unsecured notes maturing in 2024—1.800%	$	746
$450 million senior unsecured notes maturing in 2025—5.375%	450
$400 million senior unsecured notes maturing in 2026—4.850%	400
$600 million senior unsecured notes maturing in 2027—5.750%	600
$400 million senior unsecured notes maturing in 2028—4.375%	399
$450 million senior unsecured notes maturing in 2029—5.250%	450
$450 million senior unsecured notes maturing in 2030—5.750%	440
$350 million senior unsecured notes maturing in 2034—5.500%	350
Total Senior Notes	$	3,835

We are in compliance with all applicable covenants under the indenture governing our Senior Notes at June 30, 2024.

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Revolving Credit Facility

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

We are in compliance with all applicable covenants under the revolving credit facility at June 30, 2024.

Letters of Credit

We issue letters of credit either under our revolving credit facility or directly with financial institutions. We had $101 million and $256 million in letters of credit issued directly with financial institutions outstanding at June 30, 2024 and December 31, 2023, respectively. At June 30, 2024, these letters of credit, which mature on various dates through 2025, had weighted-average fees of approximately 92 basis points. See Part I, Item 1 "Financial Statements—Note 12 to our Condensed Consolidated Financial Statements."

Critical Accounting Policies and Estimates

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

Guarantees

We enter into performance guarantees related to certain hotels we manage. We also enter into debt repayment and other guarantees with respect to certain unconsolidated hospitality ventures, certain hospitality venture partners, certain managed or franchised hotels, and indemnifications provided as a result of certain dispositions for liabilities incurred prior to sale. We record a liability for the fair value of these guarantees at their inception date. In order to estimate the fair value, we generally use either scenario-based weighting, which utilizes a Monte Carlo simulation or a probability-based weighting approach to model the probability of possible outcomes, or the with and without method under the income approach, which calculates the difference in present value of anticipated cash flows with and without the guarantee. The valuation methodology includes assumptions and judgments regarding probability weighting, discount rates, volatility, hotel operating results, hotel property sales prices, and timing of expected cash flows. Our assumptions are based on our knowledge of the hospitality industry, market conditions, location of the property, contractual obligations, and likelihood of incurring costs related to claims for which we indemnify third parties, as well as other qualitative factors. See Part I, Item 1 "Financial Statements—Note 4 and Note 12 to our Condensed Consolidated Financial Statements."

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk, primarily from changes in interest rates and foreign currency exchange rates. In certain situations, we seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged. We enter into derivative financial arrangements to the extent they meet the objectives described above, and we do not use derivatives for trading or speculative purposes. At June 30, 2024, there have been no material changes to our market risk previously disclosed in response to Item 7A to Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Item 4. Controls and Procedures.

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

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information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to our management, including the Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

Item 1A. Risk Factors.

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

The following table sets forth information regarding our purchases of shares of Class A common stock on a settlement date basis during the quarter ended June 30, 2024:


	Total number of shares purchased (1)	Weighted-average price paid per share		Total number of shares purchased as part of publicly announced plans	Maximum number (or approximate dollar value) of shares that may yet be purchased under the program
April 1 to April 30, 2024	—	$	—	—	$	773,402,883
May 1 to May 31, 2024	186,792	149.89		186,792	$	1,745,403,729
June 1 to June 30, 2024	720,083	147.67		720,083	$	1,639,070,615
Total	906,875	$	148.13	906,875

(1)On May 10, 2023 and May 8, 2024, our board of directors approved expansions of our share repurchase program. Under each approval, we are authorized to purchase up to an additional $1,055 million and $1,000 million, respectively, of Class A and Class B common stock in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase transaction. The repurchase program does not obligate the Company to repurchase any dollar amount or number of shares and the program may be suspended or discontinued at any time and does not have an expiration date. At June 30, 2024, we had approximately $1,639 million remaining under the share repurchase authorizations.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

On December 22, 2022, a purported stockholder of the Company filed a putative class action in the Court of Chancery of the State of Delaware captioned Steven Silverberg v. Hyatt Hotels Corporation et. al., C.A. No. 2022- 1191-JTL (Del. Ch.) (the "Action"). The Action was mooted on May 17, 2023 when the Company's stockholders voted to re-elect the Company's directors, and ratified and approved, pursuant to Section 204 of the DGCL, the prior adoption and approval of the Fourth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan and the Second Amended and Restated Hyatt Hotels Corporation Employee Stock Purchase Plan. On June 5, 2023, the Court entered an order dismissing the Action, but retained jurisdiction solely for the purpose of resolving the plaintiff's counsel's anticipated motion for an award of attorneys' fees and expenses. Without admitting any fault or wrongdoing, the Company agreed to pay $300,000 in attorneys' fees and expenses to the plaintiff's counsel in

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connection with the mooted claims. In entering the order, the Court did not review, and did not pass judgment on, the payment of the attorneys' fees and expenses.

On August 5, 2024, we filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire 612,768 shares of Class B common stock, $0.01 par value per share, of the Company. The 612,768 shares of Class B common stock were converted into shares of Class A common stock in connection with sales by certain selling stockholders into the public market pursuant to Rule 144 under the Securities Act of 1933, as amended. The Company's Amended and Restated Certificate of Incorporation requires that any shares of Class B common stock that are converted into shares of Class A common stock be retired and may not be reissued.

Effective upon filing, the Certificate of Retirement amended the Amended and Restated Certificate of Incorporation of the Company to reduce the total authorized number of shares of capital stock of the Company by 612,768 shares. The total number of authorized shares of the Company is now 1,397,385,242, such shares consisting of 1,000,000,000 shares designated Class A common stock, 387,385,242 shares designated Class B common stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share. A copy of the Certificate of Retirement is attached as part of Exhibit 3.1 hereto.

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Item 6. Exhibits.


Exhibit Number			Exhibit Description

1.1			Underwriting Agreement, dated as of June 3, 2024, by and among the Company and BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein

3.1			Amended and Restated Certificate of Incorporation of Hyatt Hotels

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







4.1			First Supplemental Indenture, dated as of June 17, 2024, between the Company and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on June 17, 2024)

4.2			Form of 5.250% Senior Note due 2029 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on June 17, 2024)

4.3			Form of 5.500% Senior Note due 2034 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on June 17, 2024)

+10.1			Fifth Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on May 16, 2024)

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

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

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

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

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

101.SCH			XBRL Taxonomy Extension Schema Document

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			XBRL Taxonomy Extension Label Linkbase Document

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

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

+ Management contract or compensatory plan or arrangement.

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SIGNATURES

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


		Hyatt Hotels Corporation

Date:	August 6, 2024	By:	/s/ Mark S. Hoplamazian
			Mark S. Hoplamazian
			President and Chief Executive Officer
			(Principal Executive Officer)


		Hyatt Hotels Corporation

Date:	August 6, 2024	By:	/s/ Joan Bottarini
			Joan Bottarini
			Executive Vice President, Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

Hyatt Hotels Corp - Quarter Report: 2024 June (Form 10-Q)

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