Hyatt Hotels Corp (H)

CIK: 0001468174. SIC: 7011 Hotels & Motels. Latest 10-K as of: 2026-02-13.

SIC breadcrumb: Services > SIC Major Group 70 > SIC 7011 Hotels & Motels

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1468174. Latest filing source: 0001468174-26-000007.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-13. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001468174.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001468174.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001468174-26-000017.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-30. Report date: 2026-03-31.

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: 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; the impact of global tariff policies or regulations; economic sanctions or other government restrictions that may limit our ability to conduct business or receive payments; hostilities, or fear of hostilities, including the ongoing military conflict in the Middle East and security-related disruptions in Mexico, as well as terrorist attacks or other acts of violence, that affect travel; travel-related accidents; natural or man-made disasters, weather and climate-related events, such as hurricanes, earthquakes, tsunamis, tornadoes, droughts, floods, wildfires, oil spills, nuclear incidents, and global outbreaks of pandemics or contagious diseases, or fear of such outbreaks; the impact of government-issued travel advisories, airspace closures, or flight suspensions on international arrivals and hotel bookings in affected regions; our ability to successfully achieve specified 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 or realize anticipated synergies; failure to successfully complete proposed transactions, including the failure to satisfy closing conditions or obtain required approvals; 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 manage the 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.

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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.

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.

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. We also offer distribution and destination management services through ALG Vacations and distribution services through Mr & Mrs Smith, a boutique and luxury global travel platform. 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. The following table summarizes our portfolio of properties:

Properties at March 31,

Rooms at March 31,

2026

2025

Change

2026

2025

Change

System-wide hotels

Managed (1)

580

551

29

5.3 

%

167,119

161,725

5,394

3.3 

%

Franchised

792

739

53

7.2 

%

142,371

132,262

10,109

7.6 

%

Owned and leased (2)

22

22

—

— 

%

7,928

7,927

1

0.0 

%

Total (3)

1,394

1,312

82

6.3 

%

317,418

301,914

15,504

5.1 

%

System-wide all-inclusive resorts

Managed (1)

148

131

17

13.0 

%

56,580

50,012

6,568

13.1 

%

Franchised

—

8

(8)

(100.0)

%

—

3,153

(3,153)

(100.0)

%

Owned and leased (2)

6

9

(3)

(33.3)

%

1,262

2,257

(995)

(44.1)

%

Total

154

148

6

4.1 

%

57,842

55,422

2,420

4.4 

%

Total system-wide (4)

1,548

1,460

88

6.0 

%

375,260

357,336

17,924

5.0 

%

Mr & Mrs Smith (5)

1,272

1,127

145

12.9 

%

42,843

37,089

5,754

15.5 

%

Hyatt Vacation Club

22

22

—

— 

%

1,997

1,997

—

— 

%

Residential

44

40

4

10.0 

%

4,903

4,306

597

13.9 

%

(1) Includes properties that we manage or provide services to.

(2) Figures do not include unconsolidated hospitality ventures.

(3) Figures do not include all-inclusive properties.

(4) Figures do not include Hyatt Vacation Club, Mr & Mrs Smith, and certain residential units.

(5) Represents unaffiliated Mr & Mrs Smith properties available through hyatt.com, which are not reflected in the system-wide figures above.

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 dollar disclosures used throughout Management's Discussion and Analysis of Financial Condition and Results of Operations are non-GAAP measures. See "—Key Business Metrics Evaluated by Management" for further discussion.

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During the three months ended March 31, 2026, we revised our definition of Adjusted EBITDA to no longer include our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA, and we recast prior-period results to provide comparability. The revised definition is consistent with information provided to our CODM. See "—Key Business Metrics Evaluated by Management" 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 Adjusted EBITDA.

Additionally, during the fourth quarter of 2025, we amended our co-branded credit card agreement with a third party, and as of the effective date of the amendment, the co-branded credit card programs were integrated into our loyalty program. Prior to the integration, certain amounts related to our co-branded credit card programs were recognized in other revenues, other direct costs, and general and administrative expenses on our condensed consolidated statements of income. Following the integration into the loyalty program, these amounts are recognized in revenues for reimbursed costs and reimbursed costs on our condensed consolidated statements of income. License fee revenues continue to be recognized within franchise and other fees.

Overview of Financial Results

Consolidated revenues increased $30 million, or 1.8%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Gross fee revenues and revenues for reimbursed costs increased $26 million and $59 million, respectively, primarily driven by higher revenues and improved operating performance at our existing properties as well as growth of our hotel portfolio compared to the three months ended March 31, 2025. Distribution revenues decreased by $41 million, compared to the three months ended March 31, 2025, driven by lower booking volumes, in part due to reduced travel demand to certain destinations following security-related incidents in Mexico and Hurricane Melissa in Jamaica.

Comparable system-wide hotels Revenue per Available Room ("RevPAR") for the three months ended March 31, 2026 was $143.04, which represented a 5.4% improvement compared to the three months ended March 31, 2025 in constant dollars. Comparable system-wide all-inclusive resorts Net Package RevPAR for the three months ended March 31, 2026 was $284.36, which represented a 7.4% increase compared to the three months ended March 31, 2025 in reported dollars. See "—RevPAR and Net Package RevPAR Statistics" for further discussion.

During the three months ended March 31, 2026, leisure transient RevPAR imp

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-13. Report date: 2025-12-31.

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part IV, Item 15, "Exhibits and Financial Statement Schedule—Consolidated Financial Statements." For our discussion and analysis of our liquidity and capital resources for the year ended December 31, 2024, compared to the year ended December 31, 2023, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2024 Form 10-K. In addition to historical data, this discussion contains forward-looking statements about our business, operations, and financial performance based on current expectations that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in "Disclosure Regarding Forward-Looking Statements" and Part I, Item 1A, "Risk Factors" included elsewhere in this annual report.

Overview

At December 31, 2025, our hotel portfolio consisted of 1,528 properties (372,763 rooms), including:

•682 managed properties (204,841 rooms), including 127 all-inclusive resorts (45,385 rooms), all of which we operate under management and hotel services agreements with third-party owners;

•700 franchised properties (129,242 rooms);

•28 owned and leased properties (9,190 rooms), including 17 hotels (6,060 rooms), 6 operating leased all-inclusive resorts (1,262 rooms), 4 operating leased hotels (1,697 rooms), and 1 finance leased hotel (171 rooms), all of which we manage;

•21 managed properties and 2 franchised properties owned or leased by unconsolidated hospitality ventures (7,477 rooms);

•72 franchised properties (10,147 rooms) operated by an unconsolidated hospitality venture in connection with a master license agreement by Hyatt; including 6 properties (1,246 rooms) that are leased by the unconsolidated hospitality venture; and

•23 all-inclusive resorts (11,866 rooms) operated by a consolidated 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

•42 residential units (4,696 rooms), which consist of branded residences that are either for sale or owned by a third-party and participating in a voluntary rental management program and are typically located within or adjacent to a Hyatt-branded full service hotel or in stand-alone developments.

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 distribution services through Mr & Mrs Smith, a boutique and luxury global travel platform.

We believe our business model allows us to pursue more diversified revenue and income streams balancing both the advantages and risks associated with these lines of business. Our expertise and experience in each of these areas give us the flexibility to evaluate growth opportunities across our lines of business. Growth in the number of management and hotel services agreements and franchise agreements and earnings therefrom typically results in higher overall returns on invested capital because the capital investment under a typical management and hotel services agreement or franchise agreement is not significant. The capital required to build and maintain hotels we manage, franchise, or provide services to for third-party owners and franchisees is typically provided by the owner of the respective property with minimal capital required by us as the manager or franchisor. In certain instances, Hyatt has provided funding to owners for the acquisition and development of hotels that Hyatt will manage, franchise, or provide services to in the form of cash, debt repayment or performance guarantees, preferred equity, or mezzanine debt. During periods of increasing demand, we do not share fully in the incremental profits of hotel operations for hotels we manage for third-party owners as our arrangements generally include a base fee that is, typically, a percentage of revenue from the subject hotel and an incentive fee that is, typically, a percentage of hotel profits (in certain circumstances, after satisfying certain financial return thresholds to be earned by the owner), depending on the structure and terms of the management and hotel services agreement. We do not share in the benefits of increases in profits from franchised properties because franchisees pay us an initial application fee and ongoing royalty fees that are calculated as a percentage of

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gross room revenues, and also at times, as a percentage of food and beverage revenues, with no fees based on profits. Disputes or disruptions may arise with third-party owners and franchisees of hotels we manage, franchise, provide services to, or license to, and these disputes can result in the termination of the relevant agreement.

With respect to property ownership, we believe ownership of selected hotels in key markets enhances our ability to control our brand presence in these markets. Ownership of hotels allows us to capture the full benefit of increases in operating profits during periods of increasing demand and room rates. The cost structure of a typical hotel includes fixed costs, and therefore, as demand and room rates increase over time, the growth rate of operating profits typically is higher than the growth rate of revenues. The profits realized from our owned and leased hotels are generally more significantly affected by economic downturns and declines in revenues than the fee revenues earned from the properties we manage, franchise, or provide services to. This is because we absorb the full impact of declining profits for our owned and leased hotels, whereas our management and franchise fees do not have the same level of downside exposure to declining hotel profitability. Hotel ownership is more capital intensive than managing or franchising hotels for third-party owners and franchisees as we are responsible for the costs and capital expenditures for our owned and leased hotels. See also "—Principal Factors Affecting Our Results of Operations—Expenses" and Part I, Item 1A, "Risk Factors—Risks Related to Our Business—We are exposed to the risks resulting from investments in owned and leased real estate, which could increase our costs, reduce our profits, limit our ability to respond to market conditions, or restrict our growth strategy."

For the years ended December 31, 2025 and December 31, 2024, 69.8% and 75.8%, respectively, of our revenues were derived from operations in the United States. At December 31, 2025 and December 31, 2024, 66.7% and 65.3%, respectively, of our long-lived assets were located in the United States.

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 dollar disclosures used throughout Management's Discussion and Analysis of Financial Condition and Results of Operations are not measures recognized in accordance with accounting principles generally accepted in the United States of America ("GAAP"). See "—Key Business Metrics Evaluated by Management—Constant Dollar Currency" for further discussion.

We manage our business within three reportable segments. Within overhead, we include unallocated corporate expenses. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 19 to our Consolidated Financial Statements" for additional information regarding our segments.

Key Business Metrics Evaluated by Management

Revenues

We primarily derive our revenues from provision of management, franchising, and hotel services, licensing of our portfolio of brands to franchisees and other hospitality-related businesses, operation of our owned and leased hotel portfolio, and provision of distribution and destination management services. Management uses segment revenues to assess the overall performance of our business and to analyze trends such as consumer demand, brand preference, and competition. For a detailed discussion of our primary revenue sources, see "—Principal Factors Affecting Our Results of Operations—Revenues."

Adjusted EBITDA

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

•payments to customers ("contra revenue"), including performance cure payments and amortization of management and hotel services agreement and franchise agreement assets ("key money assets");

•revenues for reimbursed costs;

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

•stock-based compensation expense;

•transaction and integration costs;

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•depreciation and amortization;

•equity earnings (losses) from unconsolidated hospitality ventures;

•interest expense;

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

•asset impairments;

•other income (loss), net; and

•benefit (provision) for income taxes.

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

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 chief operating decision maker ("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 talent and compensation committee of our board of directors determines the annual variable compensation and long-term incentive compensation for certain members of our management based in part on financial measures including and/or derived from 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 our prior-period and forecasted results as well as our industry and competitors.

Adjusted EBITDA excludes certain items that can vary widely across different industries and among companies within the same industry, including interest expense and benefit or 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 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 or bear a loss over the long term. If we collect amounts in excess of amounts spent, we have a commitment to our hotel owners to spend these amounts on the related system-wide services and programs. Additionally, if we spend in excess of amounts collected, we have a contractual right to adjust future collections or expenditures to recover prior-period costs. These timing differences are due to our discretion to spend in excess of revenues earned or less than revenues earned in a single period to ensure that the system-wide services and programs are operated in the best long-term interests of our hotel owners. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively, and instead are designed to result in a cumulative break-even balance. Therefore, we exclude the net impact when evaluating period-over-period changes in our operating results. Adjusted 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

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EBITDA should not be considered as a measure of the income or loss generated by our business. Our management compensates for these limitations by referencing our GAAP results and using Adjusted EBITDA supplementally. See our consolidated statements of income (loss) in our consolidated financial statements included elsewhere in this annual report.

See "—Non-GAAP Measure Reconciliation" for a reconciliation of net income (loss) attributable to Hyatt Hotels Corporation to 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 excludes the impact of deferred compensation plans funded through rabbi trusts and stock-based compensation expense. Adjusted general and administrative expenses assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations, both on a segment and consolidated basis. 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 property, and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a property or group of properties. 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 or our all-inclusive resorts, for those properties that we manage, franchise, or provide services to within our management and franchising segment. "Comparable owned and leased" represents owned or leased hotels and/or all-inclusive resorts 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. 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, including those that do not meet the above definition of "comparable."

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 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 current-period 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 packages at all-inclusive resorts comprised of rooms, food and beverage, and entertainment revenues, net of compulsory tips paid to employees. Net Package ADR measures the average room price attained by a property, and Net Package ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a property or group of properties. 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 below.

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Net Package Revenue Per Available Room ("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 packages comprised of rooms, food and beverage, and entertainment revenues, 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 property performance on a geographical and segment basis. Net Package RevPAR is a commonly used performance measure in our industry.

Net Package 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 property would lead to increases in net package revenues and additional variable operating costs, including housekeeping services, utilities, and room amenity costs. In contrast, changes in average room rates typically have a greater impact on margins and profitability as average room rate changes result in minimal direct impacts to variable operating costs.

Occupancy

Occupancy represents the total number of rooms sold divided by the total number of rooms available at a property or group of properties. Occupancy measures the utilization of a property's available capacity. We use occupancy to gauge demand at a specific property or group of properties in a given period. Occupancy levels also help us determine achievable ADR levels as demand for property 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 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 property performance on a geographical 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 property 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 direct impacts to variable operating costs.

Principal Factors Affecting Our Results of Operations

Our revenues and expenses are affected by a variety of factors. Revenues are primarily affected by consumer demand, which is closely linked to global and regional economic conditions and is sensitive to business and personal discretionary spending levels. Certain expenses associated with our business, including certain personnel costs, interest, rent, property taxes, insurance, and utilities, are relatively fixed and may increase at a greater rate than our revenues and/or may not be able to be reduced at the same rate as declining revenues. The fixed-cost nature of these expenses limits our ability to offset reductions in revenue through cost-cutting measures, which could adversely affect our net cash flows and profits. This effect can be especially pronounced during periods of economic contraction or slow economic growth and/or when demand rapidly and significantly decreases. See Part I, Item 1A, "Risk Factors—Risks Related to the Hospitality Industry" and "Risk Factors—Risks Related to Our Business."

During the fourth quarter of 2025, we amended our co-branded credit card agreement with a third-party, and as of the effective date of the amendment, the co-branded credit card programs were integrated into our loyalty program. Prior to the integration, certain amounts related to our co-branded credit card programs were recognized in other revenues, other direct costs, and general and administrative expenses on our consolidated statements of income (loss). Following the integration into the loyalty program, these amounts are recognized in revenues for reimbursed costs and reimbursed costs on our consolidated statements of income (loss). License fee revenues continue to be recognized within franchise and other fees. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 2 to our Consolidated Financial Statements."

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Revenues

We primarily derive our revenues from the following sources:

Gross fees.    Represents revenues derived from management fees earned from managed hotels and residential units; franchise fees received in connection with the franchising of our brands; license fees received in connection with the licensing of the Hyatt brand names through our co-branded credit card programs and vacation units; management and royalty fees related to the management and licensing of certain of our brands to the Unlimited Vacation Club business; fees from hotel services provided to certain all-inclusive resorts within Latin America and the Caribbean; initial application fees from franchisees; design services fees from third-party owners and franchisees; and termination fees.

Owned and leased revenues.    Represents revenues derived from hotel operations, including room rentals and food and beverage sales and other ancillary services at owned and leased hotels. Revenues from the majority of our hotel operations depend heavily on demand from group and transient travelers.

Revenues from room rentals and ancillary services are primarily derived from three categories of customers: transient, group, and contract. Transient guests are individual travelers who are traveling for business or leisure. Group guests travel for group events that reserve a minimum of 10 rooms for meetings or social functions sponsored by corporations, associations, and social, government, military, educational, religious, fraternal, or other organizations. Group business usually includes a block of room accommodations as well as other ancillary services, such as catering and banquet services. Contract guests travel under a contract negotiated for a block of rooms for more than 30 days in duration at agreed-upon rates. Airline crews are typical generators of contract demand for our hotels.

Distribution revenues.    Represents revenues derived from the offering of travel products and services through ALG Vacations, including some or all of the following: air transportation; ground transportation and excursions; hotel accommodations primarily provided by third-party resorts; and travel insurance and car rentals provided by third parties. Distribution revenues also include commission fees related to Mr & Mrs Smith for bookings made directly through the platform and through third-party partners.

Other revenues.    Represents revenues related to our co-branded credit card programs prior to the integration into the loyalty program as discussed above, the Unlimited Vacation Club paid membership program prior to the UVC Transaction as defined in "—Other Items" below, and the Destination Residential Management business, prior to its sale during the year ended December 31, 2023.

Revenues for reimbursed costs.    Represents revenues for the reimbursement of costs incurred on behalf of third-party owners and franchisees. These reimbursed costs relate primarily to payroll at managed properties where we are the employer, as well as costs associated with system-wide services and the loyalty program operated on behalf of owners.

Intersegment eliminations.    Represents management fee revenues and expenses related to our owned and leased hotels, commission fee revenues and expenses related to certain ALG Vacations bookings, and free night award redemption revenues and expenses related to our co-branded credit card programs at owned and leased hotels, all of which are eliminated in consolidation.

Competition.    The hospitality industry is highly competitive. Increased supply can put significant pressure on ADR at our properties as well as those of our competitors. We face competition from new distribution channels in the travel industry, including potential AI platforms; large companies that offer travel services as part of their business model; financial services providers such as credit card issuers; search engines; peer-to-peer inventory sources; and industry consolidation. We believe our brand strength and ability to manage our operations in an efficient manner will help us to continue competing successfully within the hospitality industry.

Agreements with third-party owners and franchisees and relationships with developers.    We depend on our long-term management and hotel services agreements and franchise agreements with third-party owners and franchisees for a significant portion of our management and franchise fees revenues. The viability of our management and franchising business depends on our ability to establish and maintain good relationships with third-party owners and franchisees. Our relationships with these third parties generate additional management and hotel services agreement and franchise agreement expansion opportunities as well as new relationships with developers and opportunities for property development, all of which can support our growth. We believe we have good relationships with our third-party owners, franchisees, and developers in all of our segments and are committed to the continued growth and development of these relationships. These relationships exist with a diverse group of third-party owners, franchisees, and developers and are not heavily concentrated with any particular third party.

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Access to capital.    The hospitality industry is a capital-intensive business requiring significant capital expenditures to develop, operate, maintain, and renovate properties. Third-party owners and franchisees are required to fund capital expenditures for the properties they own in accordance with the terms of the applicable management and hotel services agreement or franchise agreement. Access to the capital that we or our third-party owners, franchisees, or development partners need to finance the construction of new properties or to maintain and renovate existing properties is critical to the continued growth of our business and our revenues. The availability of capital or the conditions under which we or our third-party owners, franchisees, or development partners can obtain capital can have a significant impact on the overall level, cost, and pace of future development and therefore, the ability to grow our revenues.

Expenses

We primarily incur the following expenses:

General and administrative expenses.    Consists primarily of compensation expenses, including deferred compensation plans funded through contributions to rabbi trusts for certain employees, for our colleagues at our corporate and regional offices, including those that support our management and franchising segment; professional fees, including consulting, audit, and legal fees; travel and entertainment expenses; sales and marketing expenses; credit loss reserves on certain receivables; and office administrative and related expenses, including rent expenses.

Owned and leased expenses.    Reflects the expenses incurred to operate our owned and leased hotels, including rooms expenses, food and beverage costs, other support costs, and property expenses. Rooms expenses generally includes compensation costs or third-party service costs for housekeeping, laundry, and front desk staff and supply costs for guest room amenities and laundry. Food and beverage costs include costs for wait and kitchen staff and food and beverage products. Other support costs consist of expenses associated with property-level management, including deferred compensation plans funded through contributions to rabbi trusts for certain employees, utilities, sales and marketing, hotel spa operations, parking and other guest recreation, entertainment, and services. Property expenses include property taxes, repairs and maintenance, rent, and insurance.

Distribution expenses.    Consists of expenses related to ALG Vacations, including costs directly related to selling travel products and related services such as chartered air expenses, credit card fees, and commission expenses, as well as destination management cost of sales. Distribution expenses also include compensation expenses, professional fees, sales and marketing expenses, and technology expenses related to ALG Vacations and Mr & Mrs Smith.

Other direct costs.    Represents expenses related to direct costs associated with our co-branded credit card programs prior to the integration into the loyalty program as discussed above, the paid membership program prior to the UVC Transaction as defined in "—Other Items" below, and the Destination Residential Management business, prior to its sale during the year ended December 31, 2023.

Transaction and integration costs.    Consists of expenses related to transaction costs for potential and completed transactions, primarily related to professional fees incurred for acquisitions and dispositions, as well as integration costs incurred primarily related to the integration of recently acquired businesses, including certain compensation expenses, professional fees, sales and marketing expenses, and technology expenses. Transaction costs incurred during the period of a completed disposition and thereafter are recognized in gains (losses) on sales of real estate and other or equity earnings (losses) from unconsolidated hospitality ventures, depending on the nature of the transaction.

Depreciation and amortization expenses.    Depreciation expenses represent non-cash depreciation of fixed assets such as buildings, furniture, fixtures, and equipment at our consolidated owned and leased hotels and our corporate headquarters and regional offices. Amortization expenses primarily consist of amortization of management and hotel services agreement and franchise agreement intangibles and customer relationships intangibles. Changes in depreciation and amortization expenses may be driven by renovations of existing properties, acquisition or development of new properties and/or businesses, or the disposition of existing properties and/or businesses through sale or closure.

Reimbursed costs.    Represents costs incurred on behalf of third-party owners and franchisees. These reimbursed costs relate primarily to payroll at managed properties where we are the employer, as well as costs related to system-wide services and the loyalty program operated on behalf of owners of managed and franchised properties.

Other Items

Acquisitions, dispositions, and significant renovations

From time to time, we may acquire businesses to support our long-term growth strategy. We also may acquire, dispose, or undertake large-scale renovations of hotel properties. The results of operations derived from these properties do not, therefore,

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meet the definition of comparable as defined in "—Key Business Metrics Evaluated by Management—Comparable system-wide and Comparable owned and leased." Our results of operations from the acquisition and disposition of these businesses and/or properties may be materially impacted period to period. These key transactions are discussed separately in "—Results of Operations," when material.

In 2025, we entered into the following key transactions:

•acquired all of the issued and outstanding ordinary shares of Playa Hotels, which included 15 owned all-inclusive resorts (the "Playa Hotels Portfolio"), and subsequently sold one of the owned properties to an unrelated third party and the shares of the entities that own the remaining 14 properties to Tortuga Resorts, an unrelated third party, (the "Tortuga sale" and, collectively, the "sale of the Playa Hotels Portfolio") and entered into long-term management agreements for 13 of the 15 hotels; and

•sold the shares of the entities that own Alua Atlántico Golf Resort, Alua Tenerife, and AluaSoul Orotava Valley (the "Alua Portfolio") and entered into long-term management agreements.

In 2024, we entered into the following key transactions:

•sold Hyatt Regency Orlando and an adjacent undeveloped land parcel and entered into a long-term management agreement and a development agreement, respectively;

•sold Park Hyatt Zurich and entered into a long-term management agreement;

•sold Hyatt Regency San Antonio Riverwalk and entered into a long-term management agreement;

•sold the shares of the entities that own Hyatt Regency Aruba Resort Spa and Casino and entered into a long-term management agreement;

•completed a restructuring of the entity that owns the Unlimited Vacation Club paid membership program business and sold 80% of the entity to an unrelated third party (the "UVC Transaction"), which resulted in deconsolidation of the entity, and entered into a long-term management agreement and license and royalty agreement;

•sold Hyatt Regency O'Hare Chicago and entered into a long-term franchise agreement;

•sold Hyatt Regency Green Bay and entered into a long-term franchise agreement;

•acquired a controlling financial interest in a hospitality venture that manages Bahia Principe Hotels & Resorts-branded properties and owns the Bahia Principe brand (the "Bahia Principe Transaction");

•acquired Standard International;

•acquired the Alua Portfolio; and

•acquired the Me and All Hotels brand name.

See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 4 and Note 7 to our Consolidated Financial Statements" for further discussion on these key transactions.

Effect of foreign currency exchange rate fluctuations

A significant portion of our operations are conducted in functional currencies other than our reporting currency, which is the U.S. dollar. As a result, we are required to translate those results from the functional currency into U.S. dollars at market-based average exchange rates during the period reported. When comparing our results of operations between periods, there may be material portions of the changes in our revenues or expenses that are derived from fluctuations in exchange rates experienced between those periods. See Part I, Item 1A, "Risk Factors—Risks Related to our Business—The risks of doing business internationally, or in a particular country or region, could lower our revenues, increase our costs, reduce our profits, or disrupt our business."

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RevPAR and Net Package RevPAR Statistics

The tables below include comparable system-wide RevPAR and Net Package RevPAR:

Year Ended December 31,

Number of comparable hotels (2)

RevPAR

Occupancy

ADR

vs. 2024

vs. 2024

2025

(in constant $)

2025

vs. 2024

2025

(in constant $)

Comparable system-wide hotels (1)

1,125 

$

144.63 

2.9 

%

70.6 

%

0.9 

% pts

$

204.88 

1.6 

%

United States

669 

$

147.00 

0.9 

%

69.7 

%

(0.2)

% pts

$

210.98 

1.3 

%

Americas (excluding United States)

67 

$

176.16 

2.9 

%

69.0 

%

(0.4)

% pts

$

255.20 

3.4 

%

Greater China

138 

$

87.44 

2.8 

%

72.3 

%

3.2 

% pts

$

120.87 

(1.8)

%

Asia Pacific (excluding Greater China)

113 

$

155.62 

9.5 

%

74.1 

%

3.0 

% pts

$

209.91 

4.9 

%

Europe

99 

$

189.81 

4.7 

%

70.4 

%

1.8 

% pts

$

269.52 

1.9 

%

Middle East & Africa

39 

$

146.13 

10.2 

%

70.2 

%

3.3 

% pts

$

208.24 

5.1 

%

(1) Consists of hotels that we manage, franchise, own, lease, or provide services to, excluding all-inclusive properties.

(2) During the year ended December 31, 2025, we removed the following properties from comparable hotels: 24 properties that left the hotel portfolio, seven properties that experienced an extended closure, four properties that underwent a significant renovation, three properties that experienced a seasonal closure, three properties that converted from franchised to managed, one property that temporarily suspended operations, and one property that underwent an expansion.

RevPAR at our comparable system-wide hotels increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by strong leisure transient travel outside of the United States. Business transient and group RevPAR increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, driven by strong performance most notably in the first quarter of 2025, partially offset by lower demand at select service properties in the United States.

During the year ended December 31, 2025, group booking production decreased at our comparable full service managed hotels in the United States, compared to the year ended December 31, 2024, driven by lower bookings in the year, partially offset by increased bookings in future years.

Year Ended December 31,

Number of comparable resorts (3)

Net Package RevPAR

Occupancy

Net Package ADR

vs. 2024

vs. 2024

2025

(in reported $)

2025

vs. 2024

2025

(in reported $)

Comparable system-wide all-inclusive resorts (1)

87 

$

221.77 

8.6 

%

76.9 

%

3.4 

% pts

$

288.38 

3.8 

%

Americas (excluding United States)

52 

$

241.08 

7.1 

%

74.5 

%

4.1 

% pts

$

323.53 

1.2 

%

Europe (2)

35 

$

164.40 

15.3 

%

84.0 

%

1.5 

% pts

$

195.72 

13.3 

%

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

(2) Certain resorts operate under a hybrid all-inclusive model, which includes various all-inclusive package options as well as rooms-only options.

(3) During the year ended December 31, 2025, we removed the following properties from comparable resorts: eight properties that converted from franchised to managed, four properties that left the hotel portfolio, four properties that experienced an extended closure, four properties that experienced a seasonal closure, three properties that underwent a significant renovation, and one property that underwent an expansion.

Net Package RevPAR at our comparable all-inclusive resorts increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, driven by higher demand and Net Package ADR.

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Year Ended December 31,

Number of comparable hotels (2)

RevPAR

Occupancy

ADR

vs. 2024

vs. 2024

2025

(in constant $)

2025

vs. 2024

2025

(in constant $)

Comparable owned and leased hotels (1)

21

$

225.37 

5.7 

%

71.7 

%

0.3 

% pts

$

314.22 

5.1 

%

(1) Excludes unconsolidated hospitality ventures and all-inclusive leased properties.

(2) During the year ended December 31, 2025, no properties were removed from comparable hotels.

RevPAR at our comparable owned and leased hotels increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by strong group and business transient travel benefiting from higher ADR.

Results of Operations

Year Ended December 31, 2025 Compared with Year Ended December 31, 2024

Consolidated Results 

For additional information regarding our consolidated results, refer to our consolidated statements of income (loss) included in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Consolidated Financial Statements."

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 on our consolidated statements of income (loss) and had no impact on net income (loss): revenues for reimbursed costs; general and administrative expenses; owned and leased expenses; reimbursed costs; and net gains (losses) and interest income from marketable securities held to fund rabbi trusts.

Fee revenues.

Year Ended December 31,

2025

2024

Better / (Worse)

Base management fees

$

446 

$

399 

$

47 

11.7 

%

Incentive management fees

272 

242 

30 

12.5 

%

Franchise and other fees

480 

458 

22 

4.9 

%

Gross fees

1,198 

1,099 

99 

9.0 

%

Contra revenue

(86)

(69)

(17)

(24.5)

%

Net fees

$

1,112 

$

1,030 

$

82 

8.0 

%

Base and incentive management fees increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by portfolio growth, inclusive of the Bahia Principe Transaction, with base management fees also benefiting from increased leisure transient demand and incentive management fees benefiting from hotel performance outside of the United States.

Franchise and other fees increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by license fees related to our co-branded credit card programs, management and royalty fees related to the management of and licensing of certain of our brands to the Unlimited Vacation Club paid membership program following the UVC Transaction, and franchise fees due to portfolio growth, partially offset by franchise fees recognized in 2024 related to properties that were acquired in the Playa Hotels Acquisition.

Contra revenue increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to incremental key money assets amortization and a payment made to a third-party owner.

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Owned and leased revenues.

Year Ended December 31,

2025

2024

Better / (Worse)

Currency Impact

Comparable owned and leased revenues

$

918 

$

868 

$

50 

5.8 

%

$

7 

Non-comparable owned and leased revenues

457 

306 

151 

49.3 

%

— 

Owned and leased revenues

$

1,375 

$

1,174 

$

201 

17.1 

%

$

7 

Comparable owned and leased revenues increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, driven by strong group and business transient travel.

Non-comparable owned and leased revenues increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the Playa Hotels Acquisition, partially offset by net disposition activity in 2024.

Distribution revenues.    During the year ended December 31, 2025, distribution revenues decreased $77 million, compared to the year ended December 31, 2024, primarily driven by lower booking and departure volume within ALG Vacations, in part due to reduced demand at lower chain scale properties as well as the impact of Hurricane Melissa.

Other revenues.    During the year ended December 31, 2025, other revenues decreased $30 million, compared to the year ended December 31, 2024, primarily driven by the UVC Transaction.

Revenues for reimbursed costs.

Year Ended December 31,

2025

2024

Change

Revenues for reimbursed costs

$

3,629 

$

3,352 

$

277 

8.2 

%

Less: rabbi trust impact (1)

(23)

(23)

— 

(2.4)

%

Revenues for reimbursed costs, excluding rabbi trust impact

$

3,606 

$

3,329 

$

277 

8.3 

%

(1) The change was driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within reimbursed costs.

Revenues for reimbursed costs increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, driven by higher reimbursements for payroll and related expenses at managed properties where we are the employer and an increase in 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.

Year Ended December 31,

2025

2024

Change

General and administrative expenses

$

555 

$

548 

$

7 

1.3 

%

Less: rabbi trust impact (1)

(48)

(46)

(2)

(7.1)

%

Less: stock-based compensation expense

(62)

(58)

(4)

(4.6)

%

Adjusted general and administrative expenses (2)

$

445 

$

444 

$

1 

0.3 

%

(1) The change was driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within net gains (losses) and interest income from marketable securities held to fund rabbi trusts.

(2) See "—Key Business Metrics Evaluated by Management—Adjusted General and Administrative Expenses" for further discussion.

General and administrative expenses increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to credit loss reserves on certain receivables and increased payroll and related costs associated with the Bahia Principe Transaction and the Playa Hotels Acquisition, partially offset by reduced expenses due to organizational changes and the impact of the UVC Transaction.

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Owned and leased expenses.

Year Ended December 31,

2025

2024

Better / (Worse)

Comparable owned and leased expenses

$

761 

$

716 

$

(45)

(6.4)

%

Non-comparable owned and leased expenses

359 

206 

(153)

(74.1)

%

Rabbi trust impact (1)

2 

3 

1 

52.9 

%

Owned and leased expenses

$

1,122 

$

925 

$

(197)

(21.2)

%

(1) The change was driven by the market performance of the underlying invested assets and offsets with the rabbi trust impact within net gains (losses) and interest income from marketable securities held to fund rabbi trusts.

Comparable owned and leased expenses increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to increased variable expenses at certain hotels, most notably payroll and related costs.

Non-comparable owned and leased expenses increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the Playa Hotels Acquisition, partially offset by net disposition activity in 2024.

Distribution expenses.    During the year ended December 31, 2025, distribution expenses decreased $52 million, compared to the year ended December 31, 2024, primarily driven by cost management strategies and lower variable expenses at ALG Vacations as a result of lower booking and departure volume, in part due to reduced demand at lower chain scale properties as well as the impact of Hurricane Melissa.

Other direct costs.    During the year ended December 31, 2025, other direct costs decreased $21 million, compared to the year ended December 31, 2024, primarily driven by the UVC Transaction.

Transaction and integration costs.    During the year ended December 31, 2025, transaction and integration costs increased $131 million, compared to the year ended December 31, 2024, primarily due to transaction and integration costs related to the Playa Hotels Acquisition. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 7 to our Consolidated Financial Statements" for additional information.

Depreciation and amortization expenses.    During the year ended December 31, 2025, depreciation and amortization expenses decreased $8 million, compared to the year ended December 31, 2024, primarily driven by lower depreciation expense as a result of net disposition activity in 2024 and lower amortization expense related to the UVC Transaction, partially offset by additional amortization expense for intangible assets acquired in the Bahia Principe Transaction.

Reimbursed costs.

Year Ended December 31,

2025

2024

Change

Reimbursed costs

$

3,682 

$

3,457 

$

225 

6.5 

%

Less: rabbi trust impact (1)

(23)

(23)

— 

(2.4)

%

Reimbursed costs, excluding rabbi trust impact

$

3,659 

$

3,434 

$

225 

6.6 

%

(1) The change was 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 year ended December 31, 2025, compared to the year ended December 31, 2024, 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.

Year Ended December 31,

2025

2024

Better / (Worse)

Rabbi trust gains (losses) allocated to general and administrative expenses

$

48 

$

46 

$

2 

7.1 

%

Rabbi trust gains (losses) allocated to owned and leased expenses

2 

3 

(1)

(52.9)

%

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

$

50 

$

49 

$

1 

2.5 

%

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Equity earnings (losses) from unconsolidated hospitality ventures.

Year Ended December 31,

2025

2024

Better / (Worse)

Impairment charges related to investments in unconsolidated hospitality ventures (1)

$

(36)

$

(15)

$

(21)

Hyatt's share of unconsolidated hospitality ventures' net gains (losses) excluding foreign currency

(22)

(44)

22 

Hyatt's share of unconsolidated hospitality ventures' foreign currency exchange, net

(1)

(11)

10 

Net gains (losses) from sales activity related to unconsolidated hospitality ventures (1)

— 

20 

(20)

Gain on dilution of ownership interest in an unconsolidated hospitality venture (1)

— 

79 

(79)

Distributions from unconsolidated hospitality ventures

12 

7 

5 

Other (2)

1 

(5)

6 

Equity earnings (losses) from unconsolidated hospitality ventures

$

(46)

$

31 

$

(77)

(1) See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 4 to our Consolidated Financial Statements" for additional information.

(2) The year ended December 31, 2024 includes equity losses primarily related to a debt repayment guarantee for a hotel property in the United States.

Interest expense.    During the year ended December 31, 2025, interest expense increased $137 million, compared to the year ended December 31, 2024, primarily due to the issuances of senior notes in 2024 and 2025, the loans under the delayed draw term loan facility (the "DDTL Facility"), and bridge commitment fees related to the Playa Hotels Acquisition, partially offset by the redemption of certain of our senior notes in 2024 and 2025. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements" for additional information.

Gains (losses) on sales of real estate and other.    During the year ended December 31, 2025, we recognized the following:

•    $34 million pre-tax loss related to the sale of the Playa Hotels Portfolio; and

•    $21 million pre-tax gain related to the sale of the shares of the entities that own the Alua Portfolio.

During the year ended December 31, 2024, we recognized the following:

•    $514 million pre-tax gain related to the sale of Hyatt Regency Orlando and an adjacent undeveloped land parcel;

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

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

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

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

•    $17 million pre-tax loss related to a decrease in the carrying value of the contingent consideration receivable recorded in conjunction with the sale of the Destination Residential Management business in 2023;

•    $5 million pre-tax loss related to the sale of Hyatt Regency O'Hare Chicago; and

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

See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 4 and Note 7 to our Consolidated Financial Statements" for additional information.

Asset impairments.    During the year ended December 31, 2025, we recognized $40 million of impairment charges related to $32 million of intangible assets, $6 million of property and equipment, and $2 million of operating lease ROU assets. During the year ended December 31, 2024, we recognized $213 million of impairment charges related to $163 million of goodwill, $24 million of intangible assets, $21 million of property and equipment, and $5 million of operating lease ROU assets. See Part

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IV, Item 15, "Exhibits and Financial Statement Schedule—Note 5, Note 8, and Note 9 to our Consolidated Financial Statements" for additional information.

Other income (loss), net.    During the year ended December 31, 2025, other income (loss), net decreased $156 million compared to the year ended December 31, 2024. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 21 to our Consolidated Financial Statements" for additional information.

Provision for income taxes.

Year Ended December 31,

2025

2024

Change

Income before income taxes

$

81 

$

1,563 

$

(1,482)

(94.8)

%

Provision for income taxes

(130)

(267)

137 

51.1 

%

Effective tax rate

161.4 

%

17.1 

%

144.3 

%

Provision for income taxes decreased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the sales of Hyatt Regency Orlando and an adjacent undeveloped land parcel, Hyatt Regency Aruba Resort Spa and Casino, Park Hyatt Zurich, and Hyatt Regency San Antonio Riverwalk, as well as the UVC Transaction in 2024.

The effective tax rate increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, driven by reduced pre-tax income and a non-cash tax adjustment related to deferred tax assets in 2025.

See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 14 to our Consolidated Financial Statements" for additional information.

Non-GAAP Measure Reconciliation

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

Year Ended December 31,

2025

2024

Change

Net income (loss) attributable to Hyatt Hotels Corporation

$

(52)

$

1,296 

$

(1,348)

(104.0)

%

Contra revenue

86 

69 

17 

24.5 

%

Revenues for reimbursed costs

(3,629)

(3,352)

(277)

(8.2)

%

Reimbursed costs

3,682 

3,457 

225 

6.5 

%

Stock-based compensation expense (1)

68 

62 

6 

8.0 

%

Transaction and integration costs

173 

42 

131 

308.4 

%

Depreciation and amortization

325 

333 

(8)

(2.6)

%

Equity (earnings) losses from unconsolidated hospitality ventures

46 

(31)

77 

247.4 

%

Interest expense

317 

180 

137 

76.3 

%

(Gains) losses on sales of real estate and other

15 

(1,245)

1,260 

101.2 

%

Asset impairments

40 

213 

(173)

(81.4)

%

Other (income) loss, net

(101)

(257)

156 

61.0 

%

Provision for income taxes

130 

267 

(137)

(51.1)

%

Net income attributable to noncontrolling interests

3 

— 

3 

NM

Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA

56 

62 

(6)

(10.0)

%

Adjusted EBITDA

$

1,159 

$

1,096 

$

63 

5.8 

%

(1) Includes amounts recognized in general and administrative expenses, owned and leased expenses, and distribution expenses; excludes amounts recognized in transaction and integration costs.

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Segment Results

We evaluate segment operating performance using segment revenues and Adjusted EBITDA. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 19 to our Consolidated Financial Statements" for additional information, including a reconciliation of segment Adjusted EBITDA to income before income taxes.

Management and franchising segment revenues and Adjusted EBITDA.

Year Ended December 31,

2025

2024

Better / (Worse)

Gross fees (1)

$

1,250 

$

1,149 

$

101 

8.8 

%

Other revenues

38 

42 

(4)

(9.8)

%

Segment revenues (2)

$

1,288 

$

1,191 

$

97 

8.2 

%

(1) See "—Results of Operations" for further discussion regarding the increase in gross fee revenues.

(2) Includes $51 million and $49 million of intersegment revenues for the years ended December 31, 2025 and December 31, 2024, respectively.

Year Ended December 31,

2025

2024

Better / (Worse)

Segment Adjusted EBITDA

$

940 

$

854 

$

86 

10.1 

%

Adjusted EBITDA increased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by increases in gross fee revenues, partially offset by increased general and administrative expenses, which was primarily due to credit loss reserves on certain receivables, as well as results of our co-branded credit card programs prior to the integration into the loyalty program in the fourth quarter of 2025 recognized in other revenues and other direct costs.

Owned and leased segment revenues and Adjusted EBITDA.

Year Ended December 31,

2025

2024

Better / (Worse)

Currency Impact

Segment revenues (1), (2)

$

1,397 

$

1,197 

$

200 

16.8 

%

$

7 

(1) See "—Results of Operations" for further discussion regarding the increase in owned and leased revenues.

(2) Includes $22 million and $23 million of intersegment revenues for the years ended December 31, 2025 and December 31, 2024, respectively.

Year Ended December 31,

2025

2024

Better / (Worse)

Owned and leased Adjusted EBITDA (1)

$

203 

$

199 

$

4 

2.2 

%

Pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA

56 

62 

(6)

(10.0)

%

Segment Adjusted EBITDA

$

259 

$

261 

$

(2)

(0.7)

%

(1) See "—Results of Operations" for further discussion regarding the increases in owned and leased revenues and owned and leased expenses.

Our pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA decreased during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by the sale of our ownership interest in an unconsolidated hospitality venture in 2024 as well as a property undergoing a significant renovation.

Distribution segment revenues and Adjusted EBITDA.

Year Ended December 31,

2025

2024

Better / (Worse)

Distribution revenues (1)

$

946 

$

1,023 

$

(77)

(7.5)

%

Other revenues (1)

— 

26 

(26)

(100.0)

%

Segment revenues

$

946 

$

1,049 

$

(103)

(9.8)

%

(1) See "—Results of Operations" for further discussion regarding the decrease in distribution revenues and other revenues.

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Year Ended December 31,

2025

2024

Better / (Worse)

Segment Adjusted EBITDA

$

120 

$

140 

$

(20)

(13.7)

%

Excluding the impact of the UVC Transaction, Adjusted EBITDA decreased $26 million during the year ended December 31, 2025, compared to the year ended December 31, 2024, driven by distribution revenues and distribution expenses. See "—Results of Operations" for further discussion.

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 as necessary to maintain our investment-grade profile; support new investment opportunities, including acquisitions; and return capital to our stockholders, when appropriate. We may also 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 year ended December 31, 2025, we acquired all of the issued and outstanding ordinary shares of Playa Hotels for $1,274 million, net of cash acquired, and repaid the outstanding balance of an assumed term loan for $1,078 million. The transaction was funded with a combination of proceeds from new debt, including a $1,700 million DDTL Facility and $1,000 million of senior notes. We repaid $1,700 million of borrowings on the DDTL Facility during the year ended December 31, 2025 and terminated the facility upon repayment. As required by the credit agreement, the net proceeds from the sale of the shares of the entities that own the Alua Portfolio and the sale of the Playa Hotels Portfolio were used to pay down the DDTL Facility. Upon completion, we successfully executed our commitment announced in February 2025, ahead of our expectation, to realize at least $2.0 billion of proceeds from asset sales by the end of 2027. Additionally, we repaid senior notes due 2025 at maturity for $460 million, inclusive of $10 million of accrued interest. We also issued $400 million of senior notes due 2035 and used the proceeds to redeem $400 million of senior notes due 2026 at a redemption price of $405 million, inclusive of $5 million of accrued interest. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 7 and Note 11 to our Consolidated Financial Statements" for additional information.

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 ASR 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 year ended December 31, 2025, we returned $350 million of capital to our stockholders through $293 million of share repurchases and $57 million of quarterly dividend payments. At December 31, 2025, we had approximately $678 million remaining under the share repurchase program. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 16 to our Consolidated Financial Statements."

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 the years ended December 31, 2025 and December 31, 2024, various transactions impacted our liquidity. See "—Sources and Uses of Cash."

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Sources and Uses of Cash

Year Ended December 31,

2025

2024

Cash provided by (used in):

Operating activities

$

379 

$

633 

Investing activities

357 

81 

Financing activities

(954)

(618)

Effect of exchange rate changes on cash

(9)

(3)

Change in cash, cash equivalents, and restricted cash classified within assets held for sale

— 

3 

Net increase (decrease) in cash, cash equivalents, and restricted cash

$

(227)

$

96 

Cash Flows from Operating Activities

Cash provided by operating activities decreased $254 million during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to cash paid for transaction and integration costs related to the Playa Hotels Acquisition and an increase in cash paid for interest and income taxes.

Cash Flows from Investing Activities

2025 Activity:

•We received $1,603 million of proceeds, net of cash disposed, transaction costs, and proration adjustments, from the sale of the Playa Hotels Portfolio.

•We received $244 million of net proceeds from the sale of marketable securities and short-term investments.

•We received approximately $72 million of proceeds, net of cash disposed and debt assumed by the buyer, from the sale of the shares of the entities that own the Alua Portfolio.

•We received $20 million of proceeds related to distributions from certain equity method investments and the redemption of held-to-maturity ("HTM") debt securities.

•We received $14 million of proceeds from financing receivables.

•We acquired all of the issued and outstanding ordinary shares of Playa Hotels for $1,274 million, net of cash acquired.

•We invested $220 million in capital expenditures (see "—Capital Expenditures").

•We invested $45 million in HTM debt securities.

•We contributed $37 million to unconsolidated hospitality ventures.

•We issued $16 million of financing receivables.

2024 Activity:

•We received $723 million of proceeds, net of cash disposed, transaction costs, and proration adjustments, from the sale of Hyatt Regency Orlando and an adjacent undeveloped land parcel.

•We received $244 million of proceeds, net of transaction costs and proration adjustments, from the sale of Park Hyatt Zurich.

•We received $226 million of proceeds, net of transaction costs and proration adjustments, from the sale of Hyatt Regency San Antonio Riverwalk.

•We received $173 million of proceeds, net of cash disposed, transaction costs, and proration adjustments, from the sale of the shares of entities that own Hyatt Regency Aruba Resort Spa and Casino.

•We received $62 million of proceeds related to distributions from certain equity method investments and the redemption of HTM debt securities.

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•We received $51 million of proceeds from financing receivables.

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

•We received $11 million of proceeds, net of transaction costs and proration adjustments, from the sale of Hyatt Regency O'Hare Chicago.

•We received $3 million of proceeds, net of transaction costs and proration adjustments, from the sale of Hyatt Regency Green Bay.

•We invested $437 million in net purchases of marketable securities and short-term investments.

•We completed the Bahia Principe Transaction for approximately $372 million, net of cash acquired.

•We invested $170 million in capital expenditures (see "—Capital Expenditures").

•We acquired 100% of the issued and outstanding equity interests of certain entities collectively doing business as Standard International for $148 million, net of cash acquired.

•We issued $136 million of financing receivables.

•We acquired the Alua Portfolio for approximately $61 million, net of cash acquired.

•We invested $53 million in HTM debt securities.

•We contributed $35 million to unconsolidated hospitality ventures.

•We acquired the Me and All Hotels brand name for $28 million, inclusive of transaction costs.

Cash Flows from Financing Activities

2025 Activity:

•We repaid $1,700 million of borrowings on the DDTL Facility using net proceeds from the sale of the shares of the entities that own the Alua Portfolio and the sale of the Playa Hotels Portfolio.

•We assumed Playa Hotels' existing term loan and repaid the outstanding balance for $1,078 million, inclusive of $3 million of accrued interest, on the acquisition date.

•We repaid senior notes due 2025 at maturity for $460 million, inclusive of $10 million of accrued interest.

•We redeemed senior notes due 2026 at a redemption price of $405 million, which included principal and $5 million of accrued interest.

•We repurchased 2,048,945 shares of Class A common stock for an aggregate purchase price of $293 million.

•We paid four quarterly $0.15 per share cash dividends on outstanding shares of Class A and Class B common stock totaling $57 million.

•We paid $27 million of withholding taxes for stock-based compensation.

•We borrowed $1,700 million on the DDTL Facility and received $1,694 million of proceeds, net of $6 million of issuance costs, which we used to finance the Playa Hotels Acquisition, repay certain indebtedness of Playa Hotels and its subsidiaries in connection with the acquisition, and pay related fees and expenses.

•We issued senior notes and received $1,386 million of net proceeds, after deducting $14 million of underwriting discounts and other offering expenses.

2024 Activity:

•We repurchased 7,992,256 shares of Class A and Class B common stock for an aggregate purchase price of $1,190 million.

•We repaid outstanding senior notes at maturity for $753 million, inclusive of $7 million of accrued interest.

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•We paid four quarterly $0.15 per share cash dividends on outstanding shares of Class A and Class B common stock totaling $60 million.

•We paid $43 million of withholding taxes for stock-based compensation.

•We issued senior notes and received $1,380 million of net proceeds, after deducting $20 million of underwriting discounts and other offering expenses.

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

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-total capital ratios:

December 31, 2025

December 31, 2024

Total debt (1)

$

4,278 

$

3,782 

Stockholders' equity

3,334 

3,547 

Total capital

7,612 

7,329 

Total debt-to-total capital

56.2 

%

51.6 

%

Total debt (1)

4,278 

3,782 

Less: cash and cash equivalents and short-term investments (2)

(813)

(1,383)

Net debt

$

3,465 

$

2,399 

Net debt-to-total capital

45.5 

%

32.7 

%

(1) Excludes approximately $416 million and $370 million of our share of unconsolidated hospitality venture indebtedness at December 31, 2025 and December 31, 2024, 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, 2024.

Capital Expenditures

We routinely make capital expenditures to enhance our business primarily through renovations at our owned properties, investments in technology, and other capital projects. We have been, and will continue to be, disciplined with respect to our capital spending, taking into account our cash flows from operations.

Year Ended December 31,

2025

2024

Total capital expenditures

$

220 

$

170 

Less: capital expenditures related to the Playa Hotels Portfolio

(72)

— 

Capital expenditures, net of amounts related to the Playa Hotels Portfolio

$

148 

$

170 

Excluding cash paid related to the Playa Hotels Portfolio, capital expenditures decreased $22 million during the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by net disposition activity in 2024 and decreased renovation spend at owned hotels.

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Senior Notes

The table below sets forth the outstanding principal balance of our various series of senior unsecured notes (collectively, the "Senior Notes") at December 31, 2025, as described in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements." Interest on the outstanding Senior Notes is payable semi-annually.

Outstanding principal amount

$600 million senior unsecured notes maturing in 2027—5.750%

$

600 

$400 million senior unsecured notes maturing in 2028—4.375%

399 

$500 million senior unsecured notes maturing in 2028—5.050%

500 

$600 million senior unsecured notes maturing in 2029—5.250%

600 

$450 million senior unsecured notes maturing in 2030—5.750%

440 

$450 million senior unsecured notes maturing in 2031—5.375%

450 

$500 million senior unsecured notes maturing in 2032—5.750%

500 

$350 million senior unsecured notes maturing in 2034—5.500%

350 

$400 million senior unsecured notes maturing in 2035—5.400%

400 

Total Senior Notes

$

4,239 

In the indenture that governs the Senior Notes, we agreed not to:

•create any liens on our principal properties, or on the capital stock or debt of our subsidiaries that own or lease principal properties, to secure debt without also effectively providing that the Senior Notes are secured equally and ratably with such debt for so long as such debt is so secured; or

•enter into any sale and leaseback transactions with respect to our principal properties.

These limitations are subject to significant exceptions.

The indenture also limits our ability to enter into mergers or consolidations or transfer all or substantially all of our assets unless certain conditions are satisfied.

If a change of control triggering event, as defined in the indenture governing the Senior Notes, occurs, we will be required to offer to purchase the Senior Notes at a price equal to 101% of their principal amount, together with accrued and unpaid interest, if any, to the date of purchase. We may also redeem some or all of the remaining Senior Notes at any time prior to their maturity at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption plus a make-whole amount, if any. The amount of any make-whole payment depends, in part, on the yield of U.S. Treasury securities with a comparable maturity to the Senior Notes at the date of redemption.

We are in compliance with all applicable covenants under the indenture governing our Senior Notes at December 31, 2025.

Revolving Credit Facility

On October 30, 2025, we entered into a credit agreement with a syndicate of lenders that provides for a $1.5 billion senior unsecured revolving credit facility (the "revolving credit facility") that matures in October 2030. The credit agreement refinanced and replaced in its entirety our credit agreement dated May 18, 2022 (the "prior revolving credit facility"). The revolving credit facility provides for the making of revolving loans to us in U.S. dollars and, subject to a sublimit of $250 million, certain other currencies, and the issuance of up to $300 million of letters of credit for our own account or for the account of our subsidiaries. We have the option during the term of the revolving credit facility to increase the revolving credit facility by an aggregate amount of up to an additional $1 billion provided that, among other things, new and/or existing lenders agree to provide commitments for the increased amount. We may prepay any outstanding aggregate principal amount, in whole or in part, at any time, subject to customary breakage costs and upon proper notice. The credit agreement contains customary affirmative, negative, and financial covenants; representations and warranties; and default provisions.

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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 December 31, 2025, we had no balance outstanding. At December 31, 2025, we had $3 million outstanding undrawn letters of credit issued under our revolving credit facility, and reduced availability thereunder. At December 31, 2025, we had $1,497 million of borrowing capacity available under our revolving credit facility, net of outstanding undrawn letters of credit. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements."

Borrowings under our revolving credit facility bear interest, at our option, at either a reference rate plus a margin ranging from 0.775% to 1.250% per annum, or the alternative base rate plus a margin ranging from 0.000% to 0.250% per annum, in each case depending on our credit rating by any of S&P, Moody's, or Fitch or, in certain circumstances, our credit rating and leverage ratio. Reference rates refer to the term Secured Overnight Financing Rate ("Term SOFR"), the applicable foreign currency daily rate, or the applicable foreign currency term rate and may be at one, three, or six month tenors.

Our revolving credit facility provides for a facility fee ranging from 0.090% to 0.225% of the total commitments of the lenders under the revolving credit facility depending on our credit rating or, in certain circumstances, our credit rating and leverage ratio. The facility fee is charged regardless of the level of borrowings.

At December 31, 2025, the interest rate for a one month Term SOFR borrowing under our revolving credit facility would have been 4.738%, which represents Term SOFR of 3.688% plus the applicable margin of 1.050%.

We are also required to pay letter of credit fees with respect to each letter of credit equal to the applicable margin for Term SOFR loans on the face amount of each letter of credit. In addition, we must pay a fronting fee to the issuer of each letter of credit of 0.100% per annum on the face amount of such letter of credit.

The revolving credit facility contains a number of affirmative and restrictive covenants, including limitations on the ability to place liens on our direct or indirect subsidiaries' assets; to merge, consolidate, and dissolve; to sell assets; to engage in transactions with affiliates; to change our direct or indirect subsidiaries' fiscal year or organizational documents; to make restricted payments.

The revolving credit facility also contains a financial covenant that limits our maximum leverage, consisting of the ratio of Consolidated Adjusted Funded Debt to Consolidated EBITDA, each as defined in the revolving credit facility, to not more than 4.5 to 1. For a limited period of time following certain transactions, the required ratio is adjusted to not more than 5.5 to 1. The financial covenant is measured quarterly. Our outstanding Senior Notes do not contain a corresponding financial covenant or a requirement that we maintain certain financial ratios.

We are in compliance with all applicable covenants under the revolving credit facility at December 31, 2025.

Letters of Credit

We issue letters of credit either under our revolving credit facility or directly with financial institutions. We had $118 million in letters of credit issued directly with financial institutions outstanding at December 31, 2025. At December 31, 2025, these letters of credit, which mature on various dates through 2026, had weighted-average fees of approximately 92 basis points. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements."

Surety and Other Bonds

Surety and other bonds issued on our behalf were $120 million at December 31, 2025 and are generally off-balance sheet arrangements. These primarily relate to our insurance programs, customer deposits associated with ALG Vacations, taxes, licenses, liens, and utilities for certain managed and franchised hotels. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements."

Other Indebtedness and Future Debt Maturities

Excluding $4,239 million of Senior Notes, all other third-party indebtedness was $39 million, net of $34 million of unamortized discounts and deferred financing fees, at December 31, 2025.

At December 31, 2025, $6 million of our outstanding debt will mature within the next 12 months. We believe we will have adequate liquidity to repay or refinance our current debt obligations.

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Contractual Obligations

Our significant contractual obligations at December 31, 2025 include debt, lease obligations, contingent consideration arrangements, purchase obligations, and other commitments, primarily related to deferred compensation plan liabilities.

Our short-term and long-term debt obligations are discussed above and in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 11 to our Consolidated Financial Statements," and our short-term and long-term lease obligations are discussed in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 8 to our Consolidated Financial Statements."

Our commitments under contingent consideration arrangements are primarily anticipated to be paid in the long term based on the expected timing of achieving the contractual objectives and are discussed in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 7 and Note 15 to our Consolidated Financial Statements."

Purchase obligations at December 31, 2025 were $6 million, which are primarily due in the short term. Our purchase obligations primarily consist of construction and renovation commitments at certain owned hotels.

Other commitments primarily consist of deferred compensation plan liabilities, with $4 million due in the short term and $615 million due in the long term. Our commitments exclude $562 million of long-term income taxes payable due to the uncertainty related to the timing of the reversal of those liabilities.

We enter into contracts with certain airlines for commercial air transportation provided by third-party air carriers and chartered air transportation provided by ALG Vacations. Obligations under these contracts are due in the short term and may be renegotiated based on customer demand.

Guarantee Commitments

We enter into performance guarantees with third-party owners related to certain managed hotels, which require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels. Under these performance guarantees, we may be required to fund up to $34 million within the next 12 months and up to $98 million thereafter. Through acquisitions, we acquired certain management and hotel services agreements with performance guarantees based on annual performance levels. Contract terms within certain management and hotel services agreements limit our exposure, and therefore, we are unable to reasonably estimate our maximum potential future payments under these guarantees.

We also enter into debt repayment and other guarantees with respect to certain unconsolidated hospitality ventures, hospitality venture partners, and managed or franchised hotels. Our debt repayment guarantee commitments include $43 million that expire within the next 12 months and $80 million that expire thereafter. Certain of the underlying debt agreements have extension periods which are not reflected in these figures. With respect to certain of these guarantees, we have reimbursement agreements with our unconsolidated hospitality venture partners or the respective third-party owners or franchisees that reduce our maximum potential future payments and are not reflected above.

In addition, we provide indemnifications as a result of certain dispositions for liabilities incurred prior to sale. As part of the UVC Transaction, we agreed to guarantee up to $70 million of our hospitality venture partner's investment upon the occurrence of certain events in the long term. 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 pre-existing uncertain tax positions. At December 31, 2025, the indemnification for open tax years had a maximum exposure of $79 million. Our exposure related to tax years expiring in the next 12 months and thereafter is $23 million and $56 million, respectively.

We agreed to indemnify the buyer in conjunction with the Tortuga sale for obligations the entities may incur as a result of certain tax matters as of the sale date. At December 31, 2025, the indemnification for open tax years had a maximum exposure of $45 million, which may be funded in the long term.

See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements."

Investment Commitments

We are committed, under certain conditions, to lend, provide certain consideration to, or invest in various business ventures. At December 31, 2025, we expect to fund commitments of $231 million within the next 12 months and $456 million thereafter. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 15 to our Consolidated Financial Statements."

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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 in our consolidated financial statements and accompanying footnotes (the "Notes").

A number of our accounting policies, which are described in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 2 to our Consolidated Financial Statements," are critical due to the fact they involve a higher degree of judgment and estimates. Those accounting policies and other critical estimates are included below. As a result, these accounting policies could materially affect our financial position and results of operations. While we have used our best estimates based on the facts and circumstances available to us at the time, different estimates reasonably could have been used in the current period. In addition, changes in the accounting estimates that we use are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. Although we believe our estimates, assumptions, and judgments are reasonable, they are based on information presently available. Our estimates of projected results are based on historical data, internal estimates, and/or external sources and are developed as part of our routine, long-term planning process. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions. Management has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of the board of directors.

Loyalty Program Future Point Redemption Obligation and Revenue Recognition

We utilize third-party actuaries to assist with the valuation of the deferred revenue liability related to future point redemptions associated with the loyalty program. Changes in the estimates, including the anticipated timing of future point redemptions and an estimate of the breakage for loyalty points that will not be redeemed, could result in further material changes to our liability and the amount of revenues we recognize when redemptions occur.

At December 31, 2025, our total deferred revenue liability related to future point redemptions was $1,533 million. A 10% decrease in the breakage assumption would increase our deferred revenue liability related to future point redemptions by approximately $90 million.

Equity Method Investments

We assess investments in unconsolidated hospitality ventures accounted for under the equity method for impairment quarterly. Determining whether or not there is an indication that a loss in value has occurred and whether a loss is deemed to be other than temporary requires judgment, and we consider our knowledge of the hospitality industry, historical experience, location of the underlying venture property, market conditions, and/or venture-specific information available at the time of our assessment. When there is an indication that a loss in value has occurred, we may evaluate the carrying value in comparison to the estimated fair value. We estimate the fair value using internally developed cash flow models, third-party appraisals, and, if appropriate, pending third-party offers. Changes to the significant inputs used to determine fair value, including projected cash flows, discount rates, and capitalization rates, could affect our evaluation.

Changes in economic and operating conditions impacting these estimates and judgments could result in impairments to our equity method investments in future periods. Historically, changes in estimates used in the impairment assessment process have not resulted in material impairment charges in subsequent periods.

Acquisitions

Assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree are recorded at fair value as of the acquisition date, which requires judgment. We use third-party valuation specialists to estimate the fair value of assets or businesses acquired using the income, cost, and/or market approaches. Valuation inputs include historical financial results, projected cash flows, discount rates, capitalization rates, royalty rates, current market conditions, likelihood of contract renewals, and comparable transactions. In business combinations, the fair value is allocated to tangible and intangible assets and liabilities, with any remaining value assigned to goodwill. In asset acquisitions, any difference between the consideration paid and the fair value of the assets acquired is allocated across the identified assets based on the relative fair value. Changes to the significant inputs used to determine fair value, including cash flow and revenue projections and discount rates, could affect the measurement and allocation of fair value.

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Contingent and Non-cash Consideration

Contingent consideration payable arising from acquisitions is recorded at fair value as a liability on the acquisition date and remeasured at each reporting date. Fair value is typically estimated using a Monte Carlo simulation. Changes to the significant inputs used to determine fair value, including discount rates, probabilities of achieving the contractual objectives, and/or timing of payments, could affect the fair value measurement upon acquisition and each reporting period thereafter.

We may be entitled to contingent consideration receivable as a result of dispositions. Non-cash consideration and contingent consideration receivables arising from sales of business and ownership interests in unconsolidated hospitality ventures are recorded at fair value as assets upon sale. Fair value is typically estimated using either a Monte Carlo simulation or a probability-based discounted cash flow approach. Contingent consideration receivables arising from asset dispositions are recorded as contract assets using the expected value method and are estimated using a Monte Carlo simulation to model the probability of possible outcomes. Changes to the significant inputs used to determine fair value or expected value, including the selection of probability weighting, discount rates, volatility, probabilities of achieving the contractual objectives, operating results, and/or timing of payments, could affect the measurement upon sale.

Goodwill and Indefinite-Lived Intangible Assets

We evaluate goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, using balances at October 1. Goodwill is evaluated at interim dates if triggering events occur, and indefinite-lived intangible assets are evaluated at interim dates if indicators of impairment exist.

Determining whether triggering events or impairment indicators exist requires judgment, and we consider our knowledge of the hospitality industry, historical experience, location of the property or properties, market conditions, and/or specific information available at the time of our assessment. The results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of our analysis. We estimate the fair value of our goodwill reporting units and indefinite-lived intangible assets generally using income and/or market approaches, including the relief from royalty method. Changes to the significant inputs used to determine fair value, including projected cash flows, discount rates, capitalization rates, and market royalty rates, could affect the fair value of the reporting unit or the indefinite-lived intangible asset.

Historically, changes in estimates used in our valuations have not resulted in material impairment charges in subsequent periods. At December 31, 2025, for one of our reporting units, changes in certain assumptions and estimates, including the underlying cash flows, discount rate, or capitalization rate, could result in a material impairment charge.

Excluding assets recently impaired or discussed above, changes in our assumptions and estimates would not result in a material impairment charge for our remaining goodwill reporting units or indefinite-lived intangible assets. In periods close to an acquisition, we expect fair value to approximate carrying value and do not consider this to be indicative of an impairment risk, absent other factors.

Property and Equipment, Operating Lease ROU Assets, and Definite-Lived Intangible Assets

We evaluate long-lived assets for impairment quarterly, and when events or circumstances indicate the carrying value may not be recoverable, we evaluate the net book value of the assets by comparing it to the projected undiscounted cash flows of the assets. Determining whether indicators of impairment exist requires judgment, and we consider our knowledge of the hospitality industry, historical experience, location of the property, market conditions, and/or property-specific information available at the time of our assessment. The results of our analysis could vary from period to period depending on how our judgment is applied and the facts and circumstances available at the time of our analysis. When an indicator of impairment exists, judgment is required in determining the assumptions and estimates to use within the recoverability analysis and in calculating the fair value of the asset or asset group, if applicable.

Changes in economic and operating conditions impacting these estimates and judgments could result in impairments to our long-lived assets in future periods. Historically, changes in estimates used in our impairment assessments have not resulted in material impairment charges in subsequent periods as a result of changes made to those estimates.

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Guarantees

We enter into performance, debt repayment, and other guarantees as well as provide indemnifications related to certain dispositions for liabilities incurred prior to sale. We record guarantee liabilities at fair value at inception. Fair value is typically estimated using 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. The valuation methodology includes assumptions and judgments regarding probability weighting, discount rates, volatility, hotel operating results, hotel property sales prices, and expected timing of cash flows. Our assumptions are primarily based on our knowledge of the hospitality industry, market conditions, location of the property, contractual obligations, and/or likelihood of incurring costs related to claims for which we indemnify third parties.

Income Taxes

We are subject to examination by the IRS or other tax authorities in the federal, state, local, and foreign taxing jurisdictions that we operate in. We evaluate tax positions taken or expected to be taken on a tax return to determine whether they are more likely than not to be sustained upon examination by taxing authorities before recognizing the related tax benefits. Our evaluation primarily includes comparable or related interpretations and precedents, applicability of tax laws and statutes, and expected outcome of proceedings or negotiations with taxing and legal authorities.

We record a valuation allowance to reduce our deferred tax assets if it is more likely than not that some or all of the assets will not be realizable. This assessment requires judgment and considers all positive and negative evidence available, including cumulative historical pre-tax losses. Assumptions, judgment, and the use of estimates are required when estimating future income and scheduling the reversal of deferred tax assets and liabilities.