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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 17, 2025

 

 

 

HYATT HOTELS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34521   20-1480589

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

150 North Riverside Plaza

Chicago, IL

  60606
  (Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (312) 750-1234

 

Former name or former address, if changed since last report: Not Applicable

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol Name of each exchange on which registered
Class A common stock, $0.01 par value H New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company      ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

 

 

 


 

Item 9.01. Financial Statements and Exhibits.

 

Explanatory Note

 

As previously disclosed by Hyatt Hotels Corporation (the “Company”), on June 17, 2025, the Company completed the acquisition of Playa Hotels & Resorts, N.V. (“Playa”), a Dutch public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands (the “Acquisition”).

 

Included or incorporated by reference in this Current Report on Form 8-K are certain unaudited pro forma condensed combined financial statements of the Company giving effect to the Acquisition.

 

(b) Pro forma financial information.

 

The Company’s unaudited pro forma condensed combined income statement for the nine months ended September 30, 2025 and the year ended December 31, 2024 and the unaudited pro forma condensed combined balance sheet as of September 30, 2025, each with related notes thereto, are attached as Exhibit 99.1 hereto and incorporated by reference herein.

 

(d) Exhibits.

 

Exhibit
No.
  Document Description
99.1   Unaudited pro forma condensed combined income statement for the nine months ended September 30, 2025 and the year ended December 31, 2024 of the Company and unaudited pro forma condensed combined balance sheet as of September 30, 2025 of the Company
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURES

 

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

 

  Hyatt Hotels Corporation
     
Date: November 17, 2025 By: /s/ Joan Bottarini
    Name: Joan Bottarini
    Title: Executive Vice President, Chief Financial Officer

 

 

 

EX-99.1 2 tm2531334d2_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

HYATT HOTELS CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

On June 17, 2025, Hyatt Hotels Corporation ("Hyatt") completed a tender offer process to purchase all of the issued and outstanding ordinary shares of Playa Hotels & Resorts N.V. ("Playa") at a cash price of $13.50 per share (the "Offer Consideration" and such acquisition, the "Playa Acquisition").

 

Unless otherwise specified or required by the context, references in this report to "we," "our," "us," "Hyatt," and the "Company" refer to Hyatt Hotels Corporation, a Delaware corporation, and its consolidated subsidiaries. Throughout this report, the accompanying unaudited pro forma condensed combined financial information and associated adjustments are referred to as the "pro forma income statement," "pro forma balance sheet," and the "notes to the pro forma financial information," collectively, the "pro forma financial information." The pro forma financial information is condensed and unaudited, and also combined, except where such information by its presentation or context applies only to Hyatt or Playa.

 

Description of the Transactions

 

Playa Acquisition—Immediately prior to the acquisition date, Hyatt was the beneficial owner of 9.9% of Playa's outstanding shares. On June 11, 2025, the acquisition date, Hyatt paid cash of $1,497 million, obtained control over a majority of the outstanding shares, and repaid Playa's existing term loan for approximately $1,078 million, inclusive of $3 million of accrued interest. All remaining shares were acquired from June 12, 2025 to June 17, 2025. On June 17, 2025, we completed the Playa Acquisition. We accounted for the transaction as a business combination. The Playa Acquisition primarily consisted of 15 owned all-inclusive resorts across Mexico, the Dominican Republic, and Jamaica (the "Playa Portfolio").

 

Upon acquisition, each unvested restricted share and restricted stock unit award held by non-executive directors of Playa and certain terminating employees (collectively, the "Terminating Employees") became fully vested and was automatically converted into the right to receive cash, equal to the Offer Consideration multiplied by the total number of unvested ordinary shares as of immediately prior to the closing of the Playa Acquisition. Additionally, we assumed outstanding unvested restricted shares and restricted stock unit awards (the "Continuing Awards") that were previously granted to continuing employees under the Playa Hotels N.V. 2017 Omnibus Incentive Plan (the "Playa Plan") and converted each award into time-vested restricted stock units ("RSUs").

 

Transaction Financing—As a result of the Playa Acquisition, we entered into a credit agreement with a syndicate of lenders for a $1,700 million delayed draw term loan facility and borrowed $1,700 million (the "DDTL Loans"). We received approximately $1,694 million of proceeds, net of $6 million of issuance costs, which we used to finance the Playa Acquisition, repay certain indebtedness of Playa and its subsidiaries, and pay related fees and expenses. The DDTL Loans mature in 2028 and bear interest, at our option, at a base rate plus a range of 0.000% to 0.425% per annum, depending on our debt ratings, or Term Secured Overnight Financing Rate ("SOFR") plus a range of 0.815% to 1.425% per annum, depending on our debt ratings. Pursuant to the terms of the credit agreement, the occurrence of certain events triggers mandatory prepayment of the DDTL Loans. We will use the proceeds from our probable disposition of the Playa Portfolio to repay the DDTL Loans upon sale.

 

We also issued $500 million of 5.050% senior notes due 2028 at an issue price of 99.905% (the "2028 Notes") and $500 million of 5.750% senior notes due 2032 at an issue price of 99.936% (the "2032 Notes") (collectively, the "Senior Notes"). We received approximately $990 million of net proceeds from the sale, after deducting $10 million of underwriting discounts and other offering expenses. We used the net proceeds from the issuance to fund a portion of the purchase consideration for the Playa Acquisition. Interest is payable semi-annually on March 30 and September 30 of each year, beginning on September 30, 2025.

 

The DDTL Loans and Senior Notes are collectively referred herein as the "Transaction Financing."

 

Dispositions—Hyatt and Playa's historical consolidated income statements for the nine months ended September 30, 2025 and the year ended December 31, 2024 include the effects of several dispositions. We adjusted for these dispositions in the pro forma financial information, as discussed further in the notes to the pro forma financial information.

 

Probable Disposition—On June 29, 2025, we entered into a definitive agreement with an unrelated third party to sell the entirety of the Playa Portfolio for $2,000 million, inclusive of a $200 million preferred equity investment in the third-party entity that will own the properties, and up to an additional $143 million of contingent consideration, if certain operating thresholds are met. On September 18, 2025, we sold one of the properties in Playa del Carmen, Mexico to an unrelated third party for $22 million, net of closing costs and proration adjustments, and used the proceeds to repay a portion of the DDTL Loans. These transactions are reflected on our historical unaudited condensed consolidated balance sheet at September 30, 2025. The sale of the 14 remaining properties is expected to close by the end of 2025 and is subject to regulatory approval in Mexico and other customary closing conditions. The assets and liabilities associated with the remaining properties were classified as held for sale on our historical unaudited condensed consolidated balance sheet at September 30, 2025. As described above, we will use the proceeds from the Probable Disposition to repay the outstanding balance on the DDTL Loans upon sale. Upon sale, we will enter into long-term management agreements with the prospective buyer for 13 of the 14 properties, the terms of which have been agreed-upon. Although the sale is being reflected in the pro forma financial information as a probable disposition, no assurance can be given that the sale will be completed.

 

 


 

Each of the above transactions are collectively referred herein as the "Transactions."

 

The unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with:

 

· the historical audited consolidated financial statements of Hyatt as of and for the fiscal year ended December 31, 2024, and the related notes, included in Hyatt's Annual Report on Form 10-K;

 

· the historical unaudited condensed consolidated financial statements of Hyatt as of and for the nine months ended September 30, 2025, and the related notes, included in Hyatt's Quarterly Report on Form 10-Q;

 

· the historical audited consolidated financial statements of Playa as of and for the fiscal year ended December 31, 2024, and the related notes, included in Hyatt's Current Report on Form 8-K filed on March 17, 2025; and

 

· the historical unaudited condensed consolidated financial statements of Playa as of and for the three months ended March 31, 2025, and the related notes, included in Hyatt's Current Report on Form 8-K/A on August 27, 2025.

 

The pro forma financial information has been prepared in accordance with Article 11 of SEC Regulation S-X and should be read together with the accompanying notes (the "Notes"). Such Notes describe the assumptions and estimates related to the adjustments to the pro forma financial information.

 

 


 

HYATT HOTELS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the nine months ended September 30, 2025
(In millions of dollars, except share and per share amounts)

 

    Historical
Hyatt (1)
  Historical Playa
Adjusted for
Reclassifications
(Note 2) (1)
  Transaction
Accounting
Adjustments
(Note 3)
  Financing
Adjustments
(Note 4)
  Disposition
Adjustments
(Note 5)
  Probable
Disposition
Adjustments
(Note 6)
  Pro Forma
Combined
 
REVENUES:                                                                                                                                         
Base management fees   $ 334   $ 1   $   $   $   $ 18 (d) $ 353  
Incentive management fees     191     1                 24 (d)   216  
Franchise and other fees     366     2     (9 )(a)               359  
Gross fees     891     4     (9 )           42     928  
Contra revenue     (69 )   (8 )           8         (69 )
Net fees     822     (4 )   (9 )       8     42     859  
Owned and leased     952     436             (2 )   (641 )(a)   745  
Distribution     769                         769  
Other revenues     35     1                     36  
Revenues for reimbursed costs     2,734     4     (6 )(a)           25 (a)(d)   2,757  
Total revenues     5,312     437     (15 )       6     (574 )   5,166  
DIRECT AND GENERAL AND ADMINISTRATIVE EXPENSES:                                            
General and administrative     416     14                     430  
Owned and leased     786     280     (9 )(a)       (2 )   (435 )(a)   620  
Distribution     654     1                     655  
Other direct costs     66                         66  
Transaction and integration costs     130     78                 (22 )(a)   186  
Depreciation and amortization     245     34                 (34 )(a)   245  
Reimbursed costs     2,756     5     (6 )(a)       (2 )   25 (a)(d)   2,778  
Total direct and general and administrative expenses     5,053     412     (15 )       (4 )   (466 )   4,980  
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts     41                         41  
Equity earnings (losses) from unconsolidated hospitality ventures     (40 )                       (40 )
Interest expense     (230 )   (37 )       (8 )       67 (a)(c)   (208 )
Losses on sales of real estate and other     (2 )                       (2 )
Asset impairments     (23 )                       (23 )
Other income (loss), net     68         (10 )(d)           28 (b)   86  
Income before income taxes     73     (12 )   (10 )   (8 )   10     (13 )   40  
Benefit (provision) for income taxes     (103 )   4     (10 )(e)   2     (5 )   (31 )(e)   (143 )
Net income (loss)     (30 )   (8 )   (20 )   (6 )   5     (44 )   (103 )
Net income attributable to noncontrolling interests     2                         2  
Net income (loss) attributable to Hyatt Hotels Corporation   $ (32 ) $ (8 ) $ (20 ) $ (6 ) $ 5   $ (44 ) $ (105 )
EARNINGS (LOSSES) PER CLASS A AND CLASS B SHARE:                                            
Net income (loss) attributable to Hyatt Hotels Corporation—Basic   $ (0.34 )                               $ (1.11 )
Net income (loss) attributable to Hyatt Hotels Corporation—Diluted   $ (0.34 )                               $ (1.11 )
                                             
Basic weighted-average shares outstanding     95,689,842                                   95,689,842  
Diluted weighted-average shares outstanding     95,689,842                                   95,689,842  

 

(1) Hyatt's historical results include Playa's consolidated results from the acquisition date through September 30, 2025. Playa's historical results include the period from January 1, 2025 through the acquisition date.

 

See accompanying Notes to pro forma financial information.

 

 


HYATT HOTELS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
For the year ended December 31, 2024
(In millions of dollars, except share and per share amounts)

 

    Historical
Hyatt
  Historical Playa
Adjusted for
Reclassifications
(Note 2)
  Transaction
Accounting
Adjustments
(Note 3)
  Financing
Adjustments
(Note 4)
  Disposition
Adjustments
(Note 5)
  Probable
Disposition
Adjustments
(Note 6)
  Pro Forma
Combined
 
REVENUES:                                                                                                                                           
Base management fees   $ 399   $ 3   $   $   $ 1   $ 25 (d) $ 428  
Incentive management fees     242     3                 34 (d)   279  
Franchise and other fees     458     6     (17 )(a)       1         448  
Gross fees     1,099     12     (17 )       2     59     1,155  
Contra revenue     (69 )                       (69 )
Net fees     1,030     12     (17 )       2     59     1,086  
Owned and leased     1,174     915             (294 )   (880 )(a)   915  
Distribution     1,023                         1,023  
Other revenues     69     2                     71  
Revenues for reimbursed costs     3,352     10     (11 )(a)       84     33 (a)(d)   3,468  
Total revenues     6,648     939     (28 )       (208 )   (788 )   6,563  
DIRECT AND GENERAL AND ADMINISTRATIVE EXPENSES:                                            
General and administrative     548     26     1 (b)               575  
Owned and leased     925     641     (13 )(a)(b)       (215 )   (594 )(a)   744  
Distribution     875     2                     877  
Other direct costs     94                         94  
Transaction and integration costs     42     25     4 (b)               71  
Depreciation and amortization     333     79             (38 )   (73 )(a)   301  
Reimbursed costs     3,457     10     (11 )(a)       84     33 (a)(d)   3,573  
Total direct and general and administrative expenses     6,274     783     (19 )       (169 )   (634 )   6,235  
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts     49                         49  
Equity earnings (losses) from unconsolidated hospitality ventures     31                         31  
Interest expense     (180 )   (89 )       (72 )       89 (a)(c)   (252 )
Gains (losses) on sales of real estate and other     1,245     18             (1,052 )       211  
Asset impairments     (213 )               27         (186 )
Other income (loss), net     257     (3 )   (39 )(d)   1         37 (b)   253  
Income before income taxes     1,563     82     (48 )   (71 )   (1,064 )   (28 )   434  
Benefit (provision) for income taxes     (267 )   (8 )   23 (e)   17     215     (47 )(e)   (67 )
Net income     1,296     74     (25 )   (54 )   (849 )   (75 )   367  
Net income attributable to noncontrolling interests                              
Net income attributable to Hyatt Hotels Corporation   $ 1,296   $ 74   $ (25 ) $ (54 ) $ (849 ) $ (75 ) $ 367  
EARNINGS PER CLASS A AND CLASS B SHARE:                                            
Net income attributable to Hyatt Hotels Corporation—Basic   $ 12.99                                 $ 3.70  
Net income attributable to Hyatt Hotels Corporation—Diluted   $ 12.65                                 $ 3.60  
                                             
Basic weighted-average shares outstanding     99,791,270                                   99,791,270  
Diluted weighted-average shares outstanding     102,424,100                                   102,424,100  

 

See accompanying Notes to pro forma financial information.

 

 

HYATT HOTELS CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2025
(In millions of dollars)

 

    Historical
Hyatt
    Probable
Disposition
Adjustments
(Note 6)
    Pro Forma
Combined
 
ASSETS                           
CURRENT ASSETS:                        
Cash and cash equivalents   $ 697     $ (8 )(b)(c)   $ 689  
Restricted cash     1             1  
Short-term investments     52             52  
Receivables, net     930       6 (b)     936  
Inventories     9             9  
Prepaids and other assets     160             160  
Prepaid income taxes     130             130  
Current assets held for sale     138       (138 )(b)      
Total current assets     2,117       (140 )     1,977  
Equity method investments     188             188  
Property and equipment, net     1,726             1,726  
Financing receivables, net     459             459  
Operating lease right-of-use assets     339             339  
Goodwill     3,448             3,448  
Intangibles, net     2,265             2,265  
Deferred tax assets     494       (1 )(e)     493  
Other assets     2,883       124 (b)     3,007  
Long-term assets held for sale     1,786       (1,786 )(b)      
TOTAL ASSETS   $ 15,705     $ (1,803 )   $ 13,902  
LIABILITIES AND EQUITY                        
CURRENT LIABILITIES:                        
Current maturities of long-term debt   $ 407     $     $ 407  
Accounts payable     360             360  
Accrued expenses and other current liabilities     603       2 (c)(e)     605  
Current contract liabilities     1,332             1,332  
Accrued compensation and benefits     245             245  
Current operating lease liabilities     35             35  
Current liabilities held for sale     102       (102 )(b)      
Total current liabilities     3,084       (100 )     2,984  
Long-term debt     5,607       (1,673 )(c)     3,934  
Long-term contract liabilities     958             958  
Long-term operating lease liabilities     251             251  
Other long-term liabilities     1,963       18 (b)     1,981  
Long-term liabilities held for sale     34       (34 )(b)      
Total liabilities     11,897       (1,789 )     10,108  
EQUITY:                        
Preferred stock                  
Common stock     1             1  
Additional paid-in capital     15             15  
Retained earnings     3,603       (14 )(c)(e)     3,589  
Accumulated other comprehensive loss     (135 )           (135 )
Total stockholders' equity     3,484       (14 )     3,470  
Noncontrolling interests     324             324  
Total equity     3,808       (14 )     3,794  
TOTAL LIABILITIES AND EQUITY   $ 15,705     $ (1,803 )   $ 13,902  

 

See accompanying Notes to pro forma financial information.

 

 


 

1.            BASIS OF PRESENTATION

 

The unaudited condensed combined pro forma financial information presents the pro forma effects of the Transactions for the respective periods based on available information and certain assumptions that we believe are reasonable and supportable.

 

In accordance with Accounting Standards Codification ("ASC") 805, Business Combinations, the Playa Acquisition was accounted for using the acquisition method of accounting, with Hyatt as the acquirer and Playa as the acquiree. Refer to our historical unaudited condensed consolidated financial statements as of and for the fiscal quarter ended September 30, 2025, and the related notes, included in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 for significant assumptions and valuation methods used to estimate the fair value of the assets acquired and liabilities assumed, which are reflected on the pro forma balance sheet at September 30, 2025. These estimates are preliminary and based on available information as of the acquisition date. We will continue to evaluate the underlying inputs and assumptions used in our valuation of assets acquired and liabilities assumed. Accordingly, these estimates, along with any related tax impacts, are subject to change during the measurement period, which is up to one year from the date of acquisition.

 

We are currently in process of evaluating Playa's accounting policies, and our review will be finalized during the measurement period, which is up to one year from the date of acquisition, or as more information becomes available. As a result of our review, additional differences could be identified between the accounting policies of the two companies. There have not been any material accounting policy differences identified as of the date of this filing between the two companies that require adjustment in the pro forma financial information. Adjustments have been made to eliminate transactions between Hyatt and Playa.

 

The pro forma balance sheet at September 30, 2025 gives effect to the Probable Disposition, including the repayment of the DDTL Loans, as if the disposition had been consummated on September 30, 2025. No adjustments related to the Playa Acquisition, Transaction Financing, or Dispositions are necessary as these are already reflected in our consolidated balance sheet at September 30, 2025.

 

The pro forma income statements for the nine months ended September 30, 2025 and the year ended December 31, 2024 give effect to each of the Transactions as if they had occurred on January 1, 2024.

 

The pro forma financial information does not reflect any expected cost savings, operating synergies, or revenue enhancements that the combined company may achieve as a result of the Transactions or any integration costs that may be incurred.

 

The pro forma financial information is provided for informational purposes only and is not necessarily indicative of results that would have occurred had the Transactions been completed as of the dates indicated. Furthermore, the pro forma financial information does not purport to be indicative of the future financial position or operating results of the combined operations. Differences between these preliminary estimates and the final acquisition and disposition accounting may arise and these differences could have a material impact on our future results of operations and financial position.

 

 


 

2.            RECLASSIFICATION ADJUSTMENTS

 

Certain reclassifications have been made to Playa's historical income statements to conform to Hyatt's presentation. The tables below include a reconciliation of Playa's historical income statement to Hyatt's presentation:

 

    For the period from January 1, 2025 to June 10, 2025      
Playa Financial Statement Line     Historical
Playa
      Reclassification
Adjustment
      Historical Playa
Adjusted for
Reclassifications
    Hyatt Financial Statement Line
Revenue                            
Package   $ 378     $     $ 378     Owned and leased revenues
Non-package     58             58     Owned and leased revenues
The Playa Collection     2             2     Franchise and other fee revenues
Management fees     (6 )     7       1     Base management fee revenues
              1       1     Incentive management fee revenues
              (8 )     (8 )   Contra revenue
Cost reimbursements     4             4     Revenues for reimbursed costs
Other revenues     1             1     Other revenues
Total revenue     437             437      
Direct and selling, general and administrative expenses                            
Direct     219       (1 )     218     Owned and leased expenses
              1       1     Distribution expenses
Selling, general and administrative     154       (140 )     14     General and administrative expenses
              78 (a)     78     Transaction and integration costs
              62 (b)     62     Owned and leased expenses
Depreciation and amortization     34             34     Depreciation and amortization expenses
Reimbursed costs     5             5     Reimbursed costs
Direct and selling, general and administrative expenses     412             412      
Interest expense     (37 )           (37 )   Interest expense
Net income (loss) before tax     (12 )           (12 )    
Income tax provision     4             4     Benefit (provision) for income taxes
Net income (loss)   $ (8 )   $     $ (8 )    

 

(a) Reclassifies costs primarily related to legal and financial advisory fees and termination fees related to franchise agreements.
(b) Reclassifies certain expenses related to owned hotels, including insurance expenses, sales and marketing expenses, rent expense, and credit card commissions.

 

 


 

    Year Ended December 31, 2024      
Playa Financial Statement Line     Historical
Playa
      Reclassification
Adjustment
      Historical Playa
Adjusted for
Reclassifications
    Hyatt Financial Statement Line
Revenue                            
Package   $ 796     $     $ 796     Owned and leased revenues
Non-package     119             119     Owned and leased revenues
The Playa Collection     6             6     Franchise and other fee revenues
Management fees     6       (3 )     3     Base management fee revenues
              3       3     Incentive management fee revenues
Cost reimbursements     10             10     Revenues for reimbursed costs
Other revenues     2             2     Other revenues
Total revenue     939             939      
Direct and selling, general and administrative expenses                            
Direct     498       (2 )     496     Owned and leased expenses
              2       2     Distribution expenses
Selling, general and administrative     199       (173 )     26     General and administrative expenses
              25 (a)     25     Transaction and integration costs
              148 (b)     148     Owned and leased expenses
Depreciation and amortization     79             79     Depreciation and amortization expenses
Reimbursed costs     10             10     Reimbursed costs
Gain on sale of assets     (18 )           (18 )   Gains (losses) on sales of real estate and other
Gain on insurance proceeds     (3 )           (3 )   Owned and leased expenses
Direct and selling, general and administrative expenses     765             765      
Interest expense     (89 )           (89 )   Interest expense
Loss on extinguishment of debt     (1 )           (1 )   Other income (loss), net
Other (expense) income     (2 )           (2 )   Other income (loss), net
Net income before tax     82             82      
Income tax (provision) benefit     (8 )           (8 )   Benefit (provision) for income taxes
Net income   $ 74     $     $ 74      

 

(a) Reclassifies certain expenses related to the Playa acquisition and the related integration.

(b) Reclassifies certain expenses related to owned hotels, including insurance expenses, sales and marketing expenses, rent expense, and credit card commissions.

 

 


 

3.            TRANSACTION ACCOUNTING ADJUSTMENTS

 

(a) Franchise agreements between Hyatt and Playa

 

   During the nine months ended September 30, 2025 and the year ended December 31, 2024, Playa paid Hyatt fees associated with the franchise agreements of Playa resorts operating under the Hyatt Ziva and Hyatt Zilara brands. The following table summarizes the adjustments to the pro forma financial information to eliminate this historical activity, which are intercompany transactions of the combined company.

 

    Nine Months
Ended September 
30, 2025
    Year Ended
December 31, 2024
 
Adjustments related to Hyatt:                                      
Franchise and other fee revenues   $ (9 )   $ (17 )
Revenues for reimbursed costs   $ (6 )   $ (11 )
                 
Adjustments related to Playa:                
Owned and leased expenses   $ (9 )   $ (17 )
Reimbursed costs   $ (6 )   $ (11 )

 

(b) Share-based payments

 

   As described above, we assumed the Continuing Awards that were previously granted to continuing employees under the Playa Plan and converted each award into RSUs (the "Assumed Awards"). The number of shares issued for the Assumed Awards was based on the number of ordinary shares subject to such Continuing Award immediately prior to the closing of the Playa Acquisition multiplied by the applicable exchange ratio. The Assumed Awards continue to be governed by the terms of the Playa Plan and are subject to the same vesting and other terms and conditions as were applicable to the corresponding Continuing Awards, except that if the holder of an Assumed Award is terminated without "cause" or terminates employment for "good reason" within 12 to 24 months, as applicable for specified holders, following the closing of the Playa Acquisition, such holder's Assumed Awards will vest in full, subject to execution of a release.

 

   The fair value of these replacement awards, which was estimated based on the closing stock price of our Class A common stock on the acquisition date, was $17 million, of which $3 million was attributable to pre-combination vesting and was therefore included in the purchase consideration. The remaining $14 million is attributable to post-combination vesting and will be recognized as compensation expense on a straight-line basis over the requisite service period. We estimated compensation expense related to the Assumed Awards and made the following adjustments to the pro forma income statement for the year ended December 31, 2024:

 

General and administrative expenses   $ 1  
Owned and leased expenses   $ 4  
Transaction and integration costs   $ 4  

 

   Adjustments to the pro forma income statement for the nine months ended September 30, 2025 were insignificant.

 

(c) Transaction costs

 

   During the nine months ended September 30, 2025, we incurred $90 million of transaction costs, primarily related to legal and financial advisory fees, severance payments to Terminating Employees, and payments made to settle unvested awards of Terminating Employees. In addition, Playa incurred $67 million of transaction costs prior to the acquisition date, primarily related to legal and financial advisory fees and termination fees related to existing Playa franchise agreements. These non-recurring costs were recognized in transaction and integration costs on the pro forma income statement for the nine months ended September 30, 2025.

 

 


 

(d) Other income (loss), net

 

   We eliminated $10 million and $49 million of Hyatt's historical gains on Playa shares from other income (loss), net on the pro forma income statements for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively. We recognized a $10 million non-recurring realized gain, which represents the remeasurement of our previously-held ordinary shares in Playa to fair value on the acquisition date, in other income (loss), net on the pro forma income statement for the year ended December 31, 2024.

 

(e) Taxes

 

   Income tax impacts were applied, as appropriate, to each of the Transaction Accounting adjustments. This includes the statutory rate in the jurisdiction that each adjustment applied. Although not reflected in the pro forma financial information, the effective tax rate of the combined company could be different than Hyatt's historical effective tax rate, either higher or lower, depending on various factors, including post-acquisition geographical mix of income.

 

   We recognized a $10 million provision for income taxes and a $23 million benefit for income taxes on the pro forma income statements for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively, to adjust for the tax impacts of the Transaction Accounting.

 

4.            TRANSACTION FINANCING ADJUSTMENTS

 

   As described above, we used the net proceeds from the Transaction Financing to finance the Playa Acquisition, repay certain indebtedness of Playa and its subsidiaries, and pay related fees and expenses.

 

   The adjustment to interest expense on the pro forma income statements consists of the following:

 

    Nine Months
Ended September
30, 2025
    Year Ended
December 31, 2024
 
Interest expense on DDTL Loans (1)   $                      41     $                          93  
Interest expense on Senior Notes (2)     14       56  
Financing fees incurred related to bridge facility     (11 )     11  
Removal of Playa's historical interest expense (3)     (36 )     (88 )
Pro forma adjustment   $ 8     $ 72  

 

(1) Calculated using an interest rate of 5.325%, which is estimated as SOFR plus 1.175%, and includes amortization of deferred financing fees, which were recognized using the effective interest rate method. We borrowed on the DDTL Loans in June 2025, and therefore the adjustment to the nine months ended September 30, 2025 includes the incremental interest expense. As described in Note 6, the DDTL Loans are expected to be repaid in full as a result of the Probable Disposition.
(2) Calculated using interest rates of 5.050% for the 2028 Notes and 5.750% for the 2032 Notes and includes amortization of deferred financing fees, which were recognized using the effective interest rate method. The Senior Notes were issued in March 2025, and therefore the adjustment to the nine months ended September 30, 2025 includes the incremental interest expense.
(3) Includes amortization of discounts and debt issuance costs and excludes costs related to finance lease obligations, which are adjusted in Note 6.

 

   Additionally, we eliminated Playa's historical $1 million loss on extinguishment of debt related to the repricing of the term loan in the second quarter of 2024, which was included in other income (loss), net on the pro forma income statement for the year ended December 31, 2024, as this debt was repaid in full on the acquisition date.

 

   Finally, we recognized a $2 million and $17 million benefit for income taxes on the pro forma income statements for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively, to adjust for the tax impacts of the Transaction Financing.

 

5.            DISPOSITION ADJUSTMENTS

 

   During the year ended December 31, 2024, Hyatt completed the dispositions of Hyatt Regency O'Hare Chicago, Hyatt Regency Orlando, Park Hyatt Zurich, Hyatt Regency San Antonio Riverwalk, Hyatt Regency Green Bay, and Hyatt Regency Aruba Resort Spa and Casino, and Playa completed the disposition of Jewel Palm Beach. In conjunction with Hyatt's dispositions, we entered into long-term management or franchise agreements. During the first quarter of 2025, Playa sold Jewel Paradise Cove. See Note 6 for adjustments related to the sale of the property in Playa del Carmen, Mexico.

 

 


 

   The following table summarizes the adjustments on the pro forma income statement for the nine months ended September 30, 2025 related to the Playa dispositions:

 

Owned and leased revenues   $ (2 )
Owned and leased expenses   $ (2 )
Benefit (provision) for income taxes   $ (3 )

 

   The following table summarizes the adjustments on the pro forma income statement for the year ended December 31, 2024 related to these dispositions. Certain impacts as a result of the dispositions, including the impacts of seller financing, if applicable, were excluded due to insignificance.

 

    Hyatt Dispositions     Playa Dispositions     Pro forma
adjustment
 
Base management fee revenues   $                      5     $                  —     $         5  
Franchise and other fee revenues   $ 1     $     $ 1  
Owned and leased revenues   $ (259 )   $ (35 )   $ (294 )
Revenues for reimbursed costs   $ 88     $     $ 88  
Owned and leased expenses   $ (181 )   $ (34 )   $ (215 )
Depreciation and amortization expenses   $ (35 )   $ (3 )   $ (38 )
Reimbursed costs   $ 88     $     $ 88  
(Gains) losses on sales of real estate and other   $ (1,034 )   $ (18 )   $ (1,052 )
Asset impairments   $ 27     $     $ 27  
Benefit (provision) for income taxes   $ 214     $     $ 214  

 

   In addition, we removed the impacts of managing certain third-party owned resorts that were terminated by Playa prior to the acquisition date as these contracts were not acquired by Hyatt. The following table summarizes the adjustments on the pro forma income statements:

 

    Nine Months
Ended September 
30, 2025
    Year Ended
December 31, 2024
 
Base management fee revenues                 $                —     $                    (4 )
Contra revenue   $ 8     $  
Revenues for reimbursed costs   $     $ (4 )
Reimbursed costs   $ (2 )   $ (4 )
Benefit (provision) for income taxes   $ (2 )   $ 1  

 

6.            PROBABLE DISPOSITION ADJUSTMENTS

 

   As described above, on June 29, 2025, we entered into a definitive agreement to sell the Playa Portfolio to an unrelated third party. We closed on the sale of one of the properties in September 2025. The assets and liabilities related to the 14 remaining properties were classified as held for sale on our historical condensed consolidated balance sheet at September 30, 2025. We have adjusted the pro forma balance sheet to reflect the Probable Disposition as if it had been consummated on September 30, 2025. We have adjusted the pro forma income statements to reflect the Probable Disposition as if it had been consummated on January 1, 2024.

 

 


 

(a) Historical income statement activity

 

   The following table summarizes the adjustments on the pro forma income statements to eliminate the historical revenues and expenses related to the Probable Disposition, and reclassify amounts that will be considered reimbursed costs after the sale:

 

    Nine Months
Ended September
 30, 2025
    Year Ended
December 31, 2024
 
Owned and leased revenues   $              (641 )   $             (880 )
Revenues for reimbursed costs   $ (2 )   $ (4 )
Owned and leased expenses   $ (435 )   $ (594 )
Transaction and integration costs   $ (22 )   $  
Depreciation and amortization expenses   $ (34 )   $ (73 )
Reimbursed costs   $ (2 )   $ (4 )
Interest expense   $ (1 )   $ (1 )

 

(b) Expected impacts of sale

 

   We adjusted the pro forma balance sheet to derecognize the assets and liabilities held for sale at September 30, 2025.

 

   The adjustment to cash and cash equivalents on the pro forma balance sheet reflects the expected net proceeds consists of the following:

 

Agreed value   $ 2,000  
Less: preferred equity investment to be retained     (200 )
Sold property in Playa del Carmen, Mexico (1)     (23 )
Proration and other adjustments (2)     (72 )
Estimated net proceeds   $ 1,705  
Estimated costs to sell (3)     (10 )
Estimated capital expenditures (3)     (21 )
Pro forma adjustment   $ 1,674  

 

(1) One of the properties in the Playa Portfolio was sold to a separate unrelated third party in September 2025. As a result of the sale, the purchase price for the 14 remaining properties in the Playa Portfolio was reduced dollar for dollar by the gross purchase price of the sale.

(2) Based on balances to be sold at September 30, 2025. Final amount will vary based on actual timing of the close of sale in accordance with the sale agreement.

(3) Includes estimated transaction costs, including legal and financial advisory costs, and estimated capital expenditures related to the Playa Portfolio, to which we are contractually committed.

 

   We will receive a $200 million preferred equity investment in the third-party entity that will own the properties, and up to an additional $143 million of contingent consideration, if certain operating thresholds are met. We estimated the fair value of the preferred equity investment and contingent consideration using a Monte Carlo simulation to model the probability of possible outcomes. The valuation methodology included assumptions and judgments regarding discount rates, volatility, timing of expected cash flows, estimated probability of achieving the contractual objectives, and hotel operating results. We estimated the fair value of our preferred equity investment, which is mandatorily redeemable, to be $109 million. This was recorded as a held-to-maturity debt security in other assets on the pro forma balance sheet. We estimated the fair value of the contingent consideration receivable to be $15 million, which was recorded in other assets on the pro forma balance sheet. Additionally, upon sale, we expect to record $6 million in receivables, net related to property damage insurance proceeds, which will be remitted to us by the prospective buyer when settled. This amount, which reflects the reimbursable repair costs of the impacted properties in the Dominican Republic, was recorded on the pro forma balance sheet.

 

   We estimated interest income on the preferred equity investment based on the contractual return and amortization of the initial discount recorded, and we recognized $25 million and $33 million in other income (loss), net on the pro forma income statements for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.

 

 


 

   As part of the Probable Disposition, we agreed to indemnify the prospective buyer for obligations the entities may incur as a result of pre-existing uncertain tax positions. We recognized these tax indemnifications in accordance with ASC 460, Guarantees, and estimated the fair value using a probability-based weighting approach to determine the likelihood of payment of the potential tax liabilities. The valuation methodology included assumptions and judgments regarding probability weighting, outcomes of tax assessments, and expected timing of cash flows. We recorded a $18 million guarantee liability in other long-term liabilities on the pro forma balance sheet. We amortized the liability into income over the estimated term of the guarantee, which is four years. We recognized $3 million and $4 million in other income (loss), net on the pro forma income statements for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively.

 

   Due to the short period of time expected between the Playa Acquisition and the Probable Disposition of the Playa Portfolio, we do not expect to recognize a significant gain or loss on sale. As a result, no adjustment has been made to the pro forma income statements or pro forma balance sheet.

 

(c) Repayment of Delayed Draw Term Loans

 

   Pursuant to the terms of the credit agreement for our DDTL Loans, the occurrence of certain events triggers mandatory prepayment of the DDTL Loans. We will use the proceeds from the Probable Disposition of the Playa Portfolio to repay the DDTL Loans in full upon sale. We made the following adjustments on the pro forma balance sheet for this repayment:

 

Cash and cash equivalents   $ (1,682 )
Accrued expenses and other current liabilities (1)   $ (4 )
Long-term debt (2)   $ (1,673 )


(1) Represents accrued interest expense at September 30, 2025.
(2) Includes $5 million of issuance costs to be written off upon repayment.

 

   In addition, the following table summarizes the adjustments to interest expense recognized on the pro forma income statements related to this repayment:

 

    Nine Months
Ended September 
30, 2025
    Year Ended
December 31, 2024
 
Interest expense on DDTL Loans (see Note 4)   $                    (66 )   $                         (93 )
Write-off of DDTL Loans issuance costs (1)           5  
Pro forma adjustment   $ (66 )   $ (88 )

 

(1) Amount is also included as an adjustment to retained earnings on the pro forma balance sheet.

 

(d) Long-term management agreements

 

   Upon sale of the Playa Portfolio, we will simultaneously enter into long-term management agreements with the prospective buyer for 13 of the 14 properties. We did not enter into a management agreement for the property sold in Playa del Carmen, Mexico. These framework agreements, which include management fee terms, were agreed-upon concurrently with our definitive agreement to sell the Playa Portfolio on June 29, 2025. We estimated the revenues earned and expenses incurred using historical operating results of the resorts for the nine months ended September 30, 2025 and the year ended December 31, 2024 as well as the agreed-upon contractual terms of the management agreements. The following table summarizes the adjustments recognized on the pro forma income statements:

 

    Nine Months
Ended September 
30, 2025
    Year Ended
December 31, 2024
 
Base management fee revenues   $ 18     $ 25  
Incentive management fee revenues   $ 24     $ 34  
Revenues for reimbursed costs   $ 27     $ 37  
Reimbursed costs   $ 27     $ 37  

 

 


 

(e) Taxes

 

   We recognized a $31 million and $47 million provision for income taxes on the pro forma income statements for the nine months ended September 30, 2025 and the year ended December 31, 2024, respectively, to adjust for the tax impacts of the Probable Disposition. This includes applying the statutory rate in the jurisdiction that each adjustment applied. We recorded the following adjustments on the pro forma balance sheet:

 

Deferred tax assets   $ (1 )
Accrued expenses and other current liabilities   $ 6  
Retained earnings   $ (8 )