were used at spas, golf shops, parking, and a limited number of front desks, or provided to a sales office during this time period. The at-risk window for a limited number of locations began on or shortly after July 30, 2015. We may be subjected to future cyber threats including attempts to breach our systems and other similar incidents. We continue to develop and enhance controls and security measures to protect against the risk of theft, loss or fraudulent or unlawful use of customer, colleague or company data, and we maintain an ongoing process to re-evaluate the adequacy of our controls and measures. Notwithstanding our efforts, because of the scope and complexity of our information technology structure, our reliance on third parties to support and protect our structure and data, and the constantly evolving cyber-threat landscape, our systems may be vulnerable to disruptions, failures, unauthorized access, cyber-terrorism, employee error, negligence, fraud or other misuse. These or similar occurrences, whether accidental or intentional, could result in theft, unauthorized access or disclosure, loss, fraudulent or unlawful use of customer, colleague or company data which could harm our reputation or result in a loss of business, as well as remedial and other costs, fines, investigations, enforcement actions, or lawsuits. We maintain what we believe to be adequate and collectible insurance in the event of the theft, loss, fraudulent or unlawful use of customer, colleague or company data, but the foregoing occurrences or future occurrences could result in costs which may not be covered or may be in excess of any available insurance that we may have procured. As a result, future incidents could have a material impact on our business and adversely affect our financial condition and results of operations.

Economic and other conditions may adversely impact the valuation of our assets resulting in impairment charges that could have a material adverse impact on our results of operations and earnings.

We hold significant amounts of goodwill, intangible assets, property and equipment, and investments. On a regular basis, we evaluate our assets for impairment based on various triggers, including actual operating losses and trends of projected revenues and profitability, as described in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates." During times of economic distress, declining demand and declining earnings often result in declining asset values. As a result, we have incurred and we may ~~in the~~incur future ~~incur~~ impairment charges, which could be material and may adversely affect our results of operations.

We plan to sell selected properties; however, we may be unable to sell our selected properties at acceptable terms and conditions, if at all.

As part of our long-term asset recycling strategy, we plan, from time to time, to sell certain properties, subject to a management or franchise agreement, in order to reinvest the proceeds to support the growth of our business. In addition, we previously announced a targeted reduction in our owned real estate portfolio that is expected to generate $1.5 billion in gross cash proceeds by the end of 2020. As we actively market and look to sell selected properties, general economic conditions along with property-specific issues may negatively affect the value of our properties and therefore reduce our return on the investment or prevent us from selling the property on acceptable terms or prevent us from selling properties within our previously announced timeframe. We cannot assure you that we will be able to consummate any such sales on commercially reasonable terms or at all, or that we will realize any anticipated benefits from such sales. Real estate investments often cannot be sold quickly. Dispositions of real estate assets can be particularly difficult in a challenging economic environment, as financing alternatives are often limited for potential buyers. As a result, economic conditions may prevent potential purchasers from obtaining financing on acceptable terms, if at all, thereby delaying or preventing our ability to sell the properties selected for disposition. Our inability to sell assets, or to sell such assets at attractive prices, could have an adverse impact on our ability to realize proceeds for reinvestment or the return of capital to shareholders, and ultimately to execute on our long-term strategy. In addition, even if we are successful in consummating sales of selected properties, such dispositions may result in losses.

We may seek to expand through acquisitions of and investments in other businesses and properties, or through alliances; these acquisition activities may be unsuccessful or divert our management's attention.

We consider strategic and complementary acquisitions of and investments in other businesses, properties, brands, or other assets as part of our growth strategy. For example, in 2017, we acquired Miraval and exhale. We may also pursue opportunities in alliance with existing or prospective owners of managed or franchised properties. In many cases, we will be competing for these opportunities with third parties that may have substantially greater financial resources than we do. Acquisitions of or investments in hospitality companies, businesses, properties, brands, or assets, as well as these alliances, are subject to risks that could affect our business, including risks related to:

spending cash and incurring debt;

assuming contingent liabilities;

contributing properties or related assets to hospitality ventures that could result in recognition of losses;

creating additional transactional and operating expenses; or

issuing shares of stock that could dilute the interests of our existing shareholders.

We cannot assure you that we will be able to identify opportunities or complete transactions on commercially reasonable terms or at all, or that we will realize any anticipated benefits from such acquisitions, investments, or alliances. There may be high barriers to entry in many key markets and scarcity of available development and investment opportunities in desirable locations. Similarly, we cannot assure you that we will be able to obtain financing for acquisitions or investments on attractive terms or at all, or that the ability to obtain financing will not be restricted by the terms of our revolving credit facility or other indebtedness we may incur.

The success of any such acquisitions or investments will also depend, in part, on our ability to integrate the acquisition or investment with our existing operations. We may experience difficulty with integrating acquired businesses, properties, or other assets, including difficulties relating to:

coordinating sales, distribution, and marketing functions;

integrating technology information systems; and

Table of Contents

preserving the important licensing, distribution, marketing, customer, labor, and other relationships of the acquired assets.

Any such acquisitions, investments, or alliances could also demand significant attention from our management that would otherwise be available for our regular business operations, which could harm our business.

We have a limited ability to manage third-party risks associated with our hospitality venture investments, which could reduce our revenues, increase our costs, lower our profits, and increase our liabilities.

We participate in numerous hospitality ventures with third parties. In the future, we may also buy and develop properties in hospitality ventures with the sellers of the properties, affiliates of the sellers, developers, or other third parties. Our hospitality venture partners may have shared or majority control over the operations of our hospitality ventures. As a result, our investments in hospitality ventures involve risks that are different from the risks involved in investing in real estate independently. These risks include the possibility that our hospitality ventures or our partners:

go bankrupt or otherwise are unable to meet their capital contribution obligations;

have economic or business interests or goals that are or become inconsistent with our business interests or goals;

are in a position to take action contrary to our instructions, our requests, our policies, our objectives, or applicable laws;

subject the property to liabilities exceeding those contemplated;

take actions that reduce our return on investment; or

take actions that harm our reputation or restrict our ability to run our business.

For these and other reasons, it could be more difficult for us to sell our interest in any hospitality venture or to pursue the venture's activities, which could reduce our ability to address any problems we may have with those properties or respond to market conditions in the future and could lead to impairments of such investments. As a result, our investments in hospitality ventures could lead to impasses with our partners or situations that could harm the hospitality venture, which could reduce our revenues, increase our costs, and lower our profits.

In addition, in conjunction with financing obtained for our ~~unconsolidated~~ hospitality ventures, we may provide debt repayment guarantees, standard indemnifications to lenders for loss, liability, or damage occurring as a result of our actions or actions of the other hospitality venture owners.

~~Table of Contents~~

If our hospitality ventures fail to provide accurate and/or timely information that is required to be included in our financial statements, we may be unable to accurately report our financial results.

Preparing our financial statements requires us to have access to information regarding the results of operations, financial position, and cash flows of our hospitality ventures. Any deficiencies in our hospitality ventures' internal controls over financial reporting may affect our ability to report our financial results accurately or prevent fraud. Such deficiencies could also result in restatements of, or other adjustments to, our previously reported or announced operating results, which could diminish investor confidence and reduce the market price for our shares. Additionally, if our hospitality ventures are unable to provide this information for any meaningful period or fail to meet expected deadlines, we may be unable to satisfy our financial reporting obligations or file our periodic reports in a timely manner.

Cash distributions from our hospitality ventures could be limited by factors outside our control that could reduce our return on investment and our ability to generate liquidity from these hospitality ventures.

Although our hospitality ventures may generate positive cash flow, in some cases these hospitality ventures may be unable to distribute that cash to the hospitality venture partners. Additionally, in some cases our hospitality venture partners control distributions, and may choose to leave capital in the hospitality venture rather than distribute it. Because our ability to generate liquidity from our hospitality ventures depends on the hospitality ventures' ability to distribute capital to us, tax considerations or decisions of our hospitality venture partners could reduce our return on these investments. We include our pro rata share of Adjusted EBITDA attributable to our unconsolidated hospitality ventures in our owned and leased hotels segment Adjusted EBITDA and our consolidated Adjusted EBITDA regardless of whether the cash flow of those ventures is, or can be, distributed to us.

We may seek to expand through acquisitions of and investments in other businesses and properties, or through alliances, and we may also seek to divest some of our properties and other assets; these acquisition and disposition activities may be unsuccessful or divert our management's attention.

We intend to consider strategic and complementary acquisitions of and investments in other businesses, properties, brands or other assets. We may pursue opportunities in alliance with existing or prospective owners of managed or franchised properties. In many cases, we will be competing for these opportunities with third parties that may have substantially greater financial resources than we do. Acquisitions or investments in hospitality companies, businesses, properties, brands or assets, as well as these alliances, are subject to risks that could affect our business, including risks related to:

~~issuing shares of stock that could dilute the interests of our existing stockholders;~~

~~spending cash and incurring debt;~~

~~assuming contingent liabilities;~~

~~contributing properties or related assets to hospitality ventures that could result in recognition of losses; or~~

~~creating additional expenses.~~

We cannot assure you that we will be able to identify opportunities or complete transactions on commercially reasonable terms or at all, or that we will actually realize any anticipated benefits from such acquisitions, investments or alliances. There may be high barriers to entry in many key markets and scarcity of available development and investment opportunities in desirable locations. Similarly, we cannot assure you that we will be able to obtain financing for acquisitions or investments on attractive terms or at all, or that the ability to obtain financing will not be restricted by the terms of our revolving credit facility or other indebtedness we may incur.

The success of any such acquisitions or investments will also depend, in part, on our ability to integrate the acquisition or investment with our existing operations. We may experience difficulty with integrating acquired businesses, properties or other assets, including difficulties relating to:

~~coordinating sales, distribution and marketing functions;~~

~~integrating technology information systems; and~~

~~preserving the important licensing, distribution, marketing, customer, labor and other relationships of the acquired assets.~~

Additionally, we regularly review our business to identify properties or other assets that we believe are in markets or of a property type that may not benefit us as much as other markets or property types. One of our strategies is to selectively dispose of hotel properties and use sale proceeds to fund our growth in markets and with properties that will enhance and expand our brand presence. For example during 2014, we sold 52 select service hotels, 4 full service hotels and the Hyatt Residential Group, which included one full service hotel. We cannot assure you that we will be able to consummate any such sales on

2931

Table of Contents

commercially reasonable terms or at all, or that we will actually realize any anticipated benefits from such sales. Dispositions of real estate assets can be particularly difficult in a challenging economic environment, as financing alternatives are often limited for potential buyers. Our inability to sell assets, or to sell such assets at attractive prices, could have an adverse impact on our ability to realize proceeds for reinvestment and hinder our ability to expand our business. In addition, even if we are successful in consummating sales of selected properties, such dispositions may result in losses.

Any such acquisitions, investments, dispositions or alliances could also demand significant attention from our management that would otherwise be available for our regular business operations, which could harm our business.

Timing, budgeting, and other risks could result in delays or cancellations of our efforts to develop, redevelop, or renovate the properties that we own, or make these activities more expensive, which could reduce our profits or impair our ability to compete effectively.

We must maintain and renovate the properties that we own in order to remain competitive, maintain the value and brand standards of our properties, and comply with applicable laws and regulations. We also selectively undertake ground-up construction of properties. Often these projects include hospitality venture partners. These efforts are subject to a number of risks, including:

construction delays or cost overruns (including labor and materials) that may increase project costs;

obtaining zoning, occupancy, and other required permits or authorizations;

changes in economic conditions that may result in weakened or lack of demand or negative project returns;

governmental restrictions on the size or kind of development;

multi-year urban redevelopment projects, including temporary hotel closures, that may significantly disrupt hotel profits;

force majeure events, including earthquakes, ~~tornados,~~tornadoes, hurricanes, floods, wildfires, or tsunamis; and

design defects that could increase costs.

Additionally, developing new properties typically involves lengthy development periods during which significant amounts of capital must be funded before the properties begin to operate and generate revenue. If the cost of funding new development exceeds budgeted amounts, and/or the time period for development is longer than initially anticipated, our profits could be reduced. Further, due to the lengthy development cycle, intervening adverse economic conditions may alter or impede our development plans, thereby resulting in incremental costs to us or potential impairment charges. Moreover, during the early stages of operations, charges related to interest expense and depreciation may substantially detract from, or even outweigh, the profitability of certain new property investments.

Similarly, the cost of funding renovations and capital improvements may exceed budgeted amounts. Additionally, the timing of renovations and capital improvements can affect, and historically has affected, property performance, including occupancy and average daily rate, particularly if we need to close a significant number of rooms or other facilities, such as ballrooms, meeting spaces, or restaurants. Moreover, the investments that we make may fail to improve the performance of the properties in the manner that we expect.

Some of our existing development pipeline may not be developed into new hotels, which could materially adversely affect our growth prospects.

~~As of~~At December 31, ~~2015,~~2017, our executed contract base consisted of approximately ~~260~~330 hotels, or approximately ~~56,000~~70,000 rooms. The commitments of owners and developers with whom we have agreements are subject to numerous conditions, and the eventual development and construction of our pipeline not currently under construction is subject to numerous risks, including, in certain cases, obtaining governmental and regulatory approvals and adequate financing. As a result, we cannot assure you that our entire development pipeline will be completed and developed into new hotels.

If our third-party property owners, including our hospitality venture partners, are unable to repay or refinance loans secured by the mortgaged properties, our revenues, profits, and capital resources could be reduced and our business could be harmed.

Many of the properties that our third-party property owners and our hospitality venture partners own are pledged as collateral for mortgage loans entered into when such properties were purchased or refinanced. If our third-party property owners or our hospitality venture partners are unable to repay or refinance maturing indebtedness on favorable terms or at all, the lenders could declare a default, accelerate the related debt, and repossess the property. Any sales or repossessions could, in certain cases, result in the termination of our management agreements and eliminate anticipated income and cash flows, which could negatively affect our results of operations.

3032

Table of Contents

If we or our third-party owners, franchisees, or development partners are unable to access the capital necessary to fund current operations or implement our plans for growth, our profits could be reduced and our ability to compete effectively could be diminished.

The hospitality industry is a ~~capital intensive~~capital-intensive business that requires significant capital expenditures to develop, operate, maintain, and renovate properties. 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. The most recent economic downturn caused credit markets to experience significant disruption severely reducing liquidity and credit availability. Such disruptions may diminish the ability and desire of existing and potential development partners to access capital necessary to develop properties. Our ability to access additional capital could also be limited by the terms of our revolving credit facility, which restricts our ability to incur debt under certain circumstances. Additionally, if one or more of the financial institutions that support our revolving credit facility fails, we may not be able to find a replacement, which would reduce the availability of funds that we can borrow under the facility.

If we are forced to spend larger amounts of cash from operating activities than anticipated to operate, maintain, or renovate existing properties, then our ability to use cash for other purposes, including acquisition or development of other businesses, properties, brands, or other assets could be limited and our profits could be reduced. Similarly, if we cannot access the capital we need to fund our operations or implement our growth strategy, we may need to postpone or cancel planned renovations or developments, which could impair our ability to compete effectively and harm our business.

If we become liable for losses related to loans we have provided or guaranteed to third parties, our profits could be reduced.

At times, we make loans to our third-party hotel owners for hotel development expenditures when we enter into management or franchise agreements with third parties, including hospitality ventures. In certain circumstances we may also provide senior secured financing or subordinated forms of financing (also referred to as mezzanine financing) to third-party owners. We could suffer losses if third-party property owners or franchisees default on loans that we provide. Additionally, we may provide third-party lenders financial guarantees related to the timely repayment of all or a portion of the associated debt of certain of our hospitality ventures and managed hotels. The guarantees may be for the full amount of the debt or may be limited to a portion of the debt. We typically obtain reimbursement agreements from our partner(s) or other third parties with the intent to limit our exposure to our share of the debt. See Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 6 to ~~the~~our Consolidated Financial Statements" for more information related to our loans and other financing arrangements and "Exhibits and Financial Statement Schedule—Note 14 to ~~the~~our Consolidated Financial Statements" for more information related to our guarantees.

Our debt service obligations may adversely affect our cash flow and reduce our operational flexibility.

The terms of the indenture governing our Senior Notes (as defined in Part IV, Item 15, "Exhibits and Financial Statement Schedule—Note 9 to ~~the~~our Consolidated Financial Statements") and those of our revolving credit facility subject us to the following:

a risk that cash flow from operations will be insufficient to meet required payments of principal and interest;

restrictive covenants, including covenants related to certain financial ratios. See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for further information related to restrictions under our financial covenants; and

the risk that any increase in the interest rate applicable to any borrowings under our revolving credit facility could reduce our cash flows available for other corporate purposes, including investments in our portfolio, could limit our ability to refinance existing debt when it matures or could increase interest costs on any debt that is refinanced.

Although we anticipate ~~that~~ we will be able to repay or refinance our existing indebtedness when it matures, there can be no assurance ~~that~~ we will be able to do so, or that the terms of such refinancing will be favorable.

A substantial decrease in operating cash flow, consolidated EBITDA (as defined in our revolving credit facility), or a substantial increase in our expenses may make it difficult for us to meet our existing debt service requirements and restrictive covenants. As a result, we could be forced to sell assets and/or modify our operations. Our existing leverage may also impair

Table of Contents

our ability to obtain additional financing for acquisitions, working capital, capital expenditures, or other purposes, if necessary, or require us to accept terms otherwise unfavorable to us.

~~Table of Contents~~

Rating agency downgrades may increase our cost of capital.

The interest rate on borrowings and the facility fee under our revolving credit facility are determined by a pricing grid, which is dependent in part on our credit ratings by Standard & Poor's Financial Services, LLC, a subsidiary of McGraw Hill Financial, Inc. ("S&P"), and Moody's Investors Service, Inc. ("Moody's"). Lower ratings result in a higher cost of funds. Therefore, ~~subject to any adjustments to the interest rate based on our leverage ratio,~~ if these independent rating agencies were to downgrade our credit ratings or if we no longer have a credit rating from either agency, the cost of our borrowing and the amount of the facility fee under our revolving credit facility will increase as specified in the pricing grid. Additionally, any future downgrade of our credit ratings by the rating agencies could reduce or limit our access to capital and increase our cost of capital.

If we or our third-party owners or franchisees are not able to maintain our current brand standards or we are not able to develop new initiatives, including new brands, successfully, our business and profitability could be harmed.

We manage and franchise properties owned by third parties under the terms of management and franchise ~~agreements.~~agreements and expect franchise ownership to increase significantly over time. Substantially all of these agreements require third-party property owners or franchisees to comply with standards that are essential to maintaining our brand integrity and reputation. We depend on third-party property owners or franchisees to comply with these requirements by maintaining and improving properties through investments, including investments in furniture, fixtures, amenities, and personnel. If our third-party property owners or franchisees fail to make investments necessary to maintain or improve the properties we manage or franchise, our brand preference and reputation could suffer. Moreover, third-party owners or franchisees may be unwilling or unable to incur the cost of complying with brand standards for new and existing brands as such brands may evolve from time to time. As a result, we may be forced to absorb such costs to ensure that brand standards come to market in a timely fashion. Moreover, as we continue to increase our franchised hotel presence, our ability to maintain brand standards may become increasingly challenging.

In addition, we are continually developing and launching new initiatives, including new brands or marketing programs, which can be a time-consuming and expensive process. For example, in 2017 we launched World of Hyatt and acquired Miraval and exhale. We have invested capital and resources in owned real estate, property development, brand development, and brand promotion. If such initiatives are not well received by our colleagues, guests, and owners, they may not have the intended effect. We may not be able to recover the costs incurred in developing and launching new brands or other initiatives or to realize their intended or projected benefits, which could lower our profits.

We are dependent on the World of Hyatt loyalty program to build loyalty for our brands and drive revenue and our business could be negatively impacted if we are unable to successfully operate the World of Hyatt loyalty program.

We rely on the loyalty program as a platform for engagement with our most loyal guests, providing increased benefits and recognition as they continue to engage with Hyatt. We believe World of Hyatt will continue to develop loyalty by fostering personal relationships and creating emotional connections that inspire brand preference. The success of our business depends in part on attracting new customers and on the continued participation of loyalty members in the loyalty program. If guests do not accept the loyalty program or if we are unable to operate the loyalty program successfully, our business could be adversely impacted.

Labor shortages could restrict our ability to operate our properties or grow our business or result in increased labor costs that could reduce our profits.

Our success depends in large part on our ability to attract, retain, train, manage, and engage our colleagues. Our properties are staffed 24 hours a day, seven days a week by thousands of colleagues around the world. If we and our franchisees are unable to attract, retain, train, and engage skilled colleagues, our ability to manage and staff our properties adequately could be impaired, which could reduce customer satisfaction. Staffing shortages could also hinder our ability to grow and expand our business. Because payroll costs are a major component of the operating expenses at our properties, a shortage of skilled labor could also require higher wages that would increase our labor costs, which could reduce our profits and the profits of our third-party owners.

Table of Contents

Negotiations of collective bargaining agreements, attempts by labor organizations to organize additional groups of our colleagues or changes in labor laws could disrupt our operations, increase our labor costs, or interfere with the ability of our management to focus on executing our business strategies.

Certain of our properties are subject to collective bargaining agreements, similar agreements, or regulations enforced by governmental authorities. If relationships with our colleagues, other field personnel, or the unions that represent them become adverse, the properties we manage ~~franchise~~ or own could experience labor disruptions such as strikes, lockouts, and public demonstrations. Labor disruptions, which are generally more likely when collective bargaining agreements are being renegotiated, could harm our relationship with our colleagues or cause us to lose guests. Further, adverse publicity in the marketplace related to union messaging could further harm our reputation and reduce customer demand for our services. Labor regulation, including minimum wage legislation, could lead to higher wage and benefit costs, changes in work rules that raise operating expenses, legal costs, and limitations on our ability or the ability of our third-party property owners ~~and franchisees~~ to take cost saving measures during economic downturns. ~~We do not have the ability to control the negotiations of collective bargaining agreements covering unionized labor employed by third-party property owners and franchisees.~~

We and our third-party property owners ~~and franchisees~~ may also become subject to additional collective bargaining agreements in the future. Potential changes in the federal regulatory scheme could make it easier for unions to organize groups of our colleagues. If such changes take effect, more of our colleagues or other field personnel could be subject to increased organizational efforts, which could potentially lead to disruptions or require more of our management's time to address unionization issues. These or similar agreements, legislation, or changes in regulations could disrupt our operations, hinder our

~~Table of Contents~~

ability to cross-train and cross-promote our colleagues due to prescribed work rules and job classifications, reduce our profitability, or interfere with the ability of our management to focus on executing our business strategies.

Our franchisees and their hotel operators also currently may be or may become subject to collective bargaining agreements. Labor disruptions, labor regulation, and negotiation of labor agreements may be disruptive to a franchisee’s operations which could impact our franchised fee income or harm our reputation. We do not have the ability to control the negotiations of collective bargaining agreements covering unionized labor employed by third-party property owners and franchisees.

The loss of our senior executives or key field personnel, such as our general managers, could significantly harm our business.

Our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior executives. We have entered into employment letter agreements with certain of our senior executives. However, we cannot guarantee that these individuals will remain with us. Finding suitable replacements for our senior executives could be difficult. We currently do not have a life insurance policy or key person insurance policy with respect to any of our senior executives. Losing the services of one or more of these senior executives could adversely affect our strategic relationships, including relationships with our third-party property owners, franchisees, hospitality venture partners, and vendors, and limit our ability to execute our business strategies.

We also rely on the general managers at each of our ~~owned and~~ managed properties to run daily operations and oversee our colleagues. These general managers are trained professionals in the hospitality industry and have extensive experience in many markets worldwide. The failure to retain, train, or successfully manage our general managers for our properties could negatively affect our operations.

Our failure to comply with applicable laws and regulations may increase our costs, reduce our profits, or limit our growth.

Our business, properties, and colleagues are subject to a variety of laws and regulations. Generally, these laws and regulations address our sales and marketing and advertising efforts, our handling of privacy issues and customer data, our anti-corruption efforts, our ability to obtain licenses for business operations such as sales of food and liquor, and matters relating to immigration, the environment, health and safety, health care, gaming, competition and trade, among other things.

Our franchising and licensing businesses and our operations outside the United States are also subject to laws and regulations affecting those businesses.

Table of Contents

Franchising

Our franchising business is subject to various state laws, as well as to regulations enacted by the Federal Trade Commission ("FTC"). A number of states require franchisors to register with the state or to make extensive disclosures to potential franchisees in connection with offers and sales in those states. The FTC also regulates the manner and substance of our disclosures to prospective franchisees. In addition, several states have "franchise relationship laws" or "business opportunity laws" that limit the ability of franchisors to terminate franchise agreements or to withhold consent to the renewal or transfer of those agreements.

Vacation Ownership

Our licensed vacation ownership properties are subject to extensive state regulation in both the state in which the property is located and the states in which the property is marketed and sold. Marketing for these properties is also subject to federal regulation of certain marketing practices, including federal telemarketing regulations.

Vacation ownership license agreement with ILG

In connection with the sale of our vacation ownership business to ILG in 2014, we license to ILG the right to develop, operate, manage, sell, and market vacation ownership resorts using the Hyatt brand. Affiliates of ILG or approved third parties are required to conduct these activities pursuant to operational and performance requirements set forth in the license agreement, but we are exposed to the risks of ILG defaulting under the license agreement. If we are unable to maintain a good relationship with ILG and/or the licensing agreement terminates due to a default by ILG, our revenues could decrease and we may be unable to maintain or expand our presence in the vacation ownership segment. Contractual and other disagreements could expose us to liability or result in litigation costs or other expenses, which could lower our profits.

International Operations

Our business operations in countries outside the United States are subject to a number of U.S. federal laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act ("FCPA") as well as trade sanctions administered by the Office of Foreign Assets Control ("OFAC") and the Commerce Department. The FCPA is intended to prohibit bribery of foreign officials or parties and requires public companies in the United States to keep books and records that accurately and fairly reflect those companies' transactions. OFAC and the Commerce Department administer and enforce economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign states, organizations, and individuals. Some of our business operations are also subject to the laws and regulations of non-U.S. jurisdictions, including the U.K. Bribery Act and anti-corruption legislation in the countries in which we conduct operations.

If we, or our hospitality ventures, fail to comply with these laws and regulations, we could be exposed to claims for damages, financial penalties, reputational harm, incarceration of our colleagues, or restrictions on our operation or ownership of hotels and other properties, including the termination of our management, franchise, and ownership rights. These restrictions could increase our costs of operations, reduce our profits, or cause us to forgo development opportunities that would otherwise support our growth.

~~Table of Contents~~

The Iran Threat Reduction and Syria Human Rights Act of 2012 could result in investigations by the U.S. Government against our Company and could harm our reputation and brands.

The Iran Threat Reduction and Syria Human Rights Act of 2012 ("ITRSHR Act") expanded sanctions against Iran and Syria. In addition, the ITRSHR Act instituted disclosure requirements in annual and quarterly reports for public companies engaged in, or affiliated with an entity engaged in, specified activities under the ITRSHR Act. A company subject to Section 219 of the ITRSHR Act must make detailed disclosures about certain activities knowingly conducted by it or any of its affiliates. No activities in ~~2015~~2017 required any disclosure. In the event Hyatt were to engage in certain activities that are subject to disclosure pursuant to Section 219 of the ITRSHR Act and Section 13(r) of the Exchange Act, we would be required to separately file, concurrently with any ITRSHR Act disclosure, a notice that such activities ~~have been~~were disclosed in our quarterly or annual report filings, which notice must also contain the information required by Section 13(r) of the Exchange Act. The SEC is required to post this notice of disclosure on its website and send the report to the President and certain Congressional committees. The President thereafter is required to initiate an investigation and, within 180 days of initiating such an investigation, to determine whether sanctions should be imposed on the Company. Disclosure of such activities, even if they are not subject to sanctions under applicable law, and any sanction actually imposed on us or our affiliates as a result of these activities, could harm our reputation and brands and have a negative impact on our results of operations.

Table of Contents

Adverse judgments or settlements resulting from legal proceedings in which we may be involved in the normal course of our business could reduce our profits or limit our ability to operate our business.

In the normal course of our business, we are often involved in various legal proceedings. The outcome of these proceedings cannot be predicted. If any of these proceedings were to be determined adversely to us or a settlement involving a payment of a material sum of money were to occur, there could be a material adverse effect on our financial condition and results of operations. Additionally, we could become the subject of future claims by third parties, including current or former third-party property owners or franchisees, guests who use our properties, our employees, our investors, or regulators. Any significant adverse judgments or settlements would reduce our profits and could limit our ability to operate our business. Further, we may incur costs related to claims for which we have appropriate third-party indemnity if such third parties fail to fulfill their contractual obligations.

The extensive environmental requirements to which we are subject could increase our environmental costs and liabilities, reduce our profits, or limit our ability to run our business.

Our operations and the properties we develop, own, and manage are subject to extensive environmental laws and regulations of various federal, state, local, and foreign governments, including requirements addressing:

health and safety;

the use, management, storage, and disposal of hazardous substances and wastes;

discharges of waste materials into the environment, such as refuse or sewage;

water discharge and supply; and

air emissions.

We could be subject to liability under some of these laws for the costs of investigating or remediating hazardous substances or wastes on, under, or in real property we currently or formerly manage, own, or develop, or third-party sites where we sent hazardous substances or wastes for disposal. We could be held liable under these laws regardless of whether we knew of, or were at fault in connection with, the presence or release of any such hazardous or toxic substances or wastes. Some of these laws make each covered person responsible for all of the costs involved, even if more than one person may have been responsible for the contamination. Furthermore, a person who arranges for hazardous substances or wastes to be transported, disposed of, or treated offsite, such as at disposal or treatment facilities, may be liable for the costs of removal or remediation if those substances are released into the environment by third parties at such disposal or treatment facilities. The presence or release of hazardous or toxic substances or wastes, or the failure to properly clean up such materials, could cause us to incur significant costs, or jeopardize our ability to develop, use, sell, or rent real property we own or operate or to borrow using such property as collateral.

Other laws and regulations require us to manage, abate, or remove materials containing hazardous substances such as mold, lead, or asbestos during demolitions, renovations, or remodeling at properties that we develop, own, or manage or to obtain permits for certain of our equipment or operations. The costs of such management, abatement, removal, or permitting could be substantial. Further, we may be subject to common law claims by third parties based on damages and costs resulting from violations of environmental regulations or from contamination associated with one or more of our properties. Complying with these laws and regulations, or addressing violations arising under them, could increase our environmental costs and liabilities, reduce our profits, or limit our ability to run our business. Existing environmental laws and regulations may be revised or new more stringent laws and regulations related to global climate change, air quality, or other environmental and health concerns may be adopted or become applicable to us. The identification of new areas of contamination, a change in the

~~Table of Contents~~

extent or known scope of contamination or changes in cleanup requirements, or the adoption of new requirements governing our operations could have a material adverse effect on our results or operations, financial condition, and business.

Table of Contents

If the insurance that we, our owners, ~~(including~~ hospitality ~~ventures)~~ventures, or ~~our~~ franchisees carry does not sufficiently cover damage or other potential losses or liabilities involving properties that we own, manage, or franchise, our profits could be reduced.

We, our owners, ~~(including~~ hospitality ~~ventures)~~ventures, and our franchisees carry insurance from solvent insurance carriers that we believe is adequate for foreseeable losses and with terms and conditions that are reasonable and customary. Nevertheless, market forces beyond our control could limit the scope of the insurance coverage that we, our owners, ~~(including~~ hospitality ~~ventures)~~ventures, or our franchisees can obtain or restrict our ability, our owners' ability, or our franchisees' ability to buy insurance coverage at reasonable rates. In the event of a substantial loss, the insurance coverage that we carry, our owners, ~~(including~~ hospitality ~~ventures) carry~~ventures, or ~~our~~ franchisees carry may not be sufficient to pay the full value of our financial obligations, our liabilities, or the replacement cost of any lost investment or property loss. In addition, there are other risks that may fall outside of the general coverage limits of our policies, may be uninsurable, or with respect to which the cost of insurance is too expensive to justify. In some cases, these factors could result in certain losses being completely uninsured. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenues, profits, management fees, or incentive income from the property, we could remain obligated for performance guarantees in favor of third-party property owners or for their debt or other financial obligations, suffer an uninsured or underinsured property loss or we may not have sufficient insurance to cover awards of damages resulting from our liabilities. If the insurance that we carry, our owners, ~~(including~~ hospitality ~~ventures) carry~~ventures, or ~~our~~ franchisees carry does not sufficiently cover damages or other losses or liabilities, our profits could be adversely affected.

Any failure to protect our trademarks and intellectual property could reduce the value of our brand names and harm our business.

The reputation and perception of our brands are critical to our success in the hospitality industry. We regularly apply to register our trademarks in the United States and other countries. However, we cannot assure you that those trademark registrations will be granted or that the steps we take to protect our trademarks or intellectual property in the United States and other countries will be adequate to prevent others, including third parties or former colleagues, from copying or using our trademarks or intellectual property without authorization. Our intellectual property is also vulnerable to unauthorized use in some countries outside the United States, where we may not be adequately protected by local law. If our trademarks or intellectual property are copied or used without authorization, the value of our brands, their reputation, our competitive advantages, and our goodwill could be harmed.

Monitoring the unauthorized use of our intellectual property is difficult. We may need to resort to litigation to enforce our intellectual property rights. Litigation of this type could be costly, force us to divert our resources, lead to counterclaims or other claims against us, or otherwise harm our business.

Third-party claims that we infringe their intellectual property rights could subject us to damages and other costs and expenses.

Third parties may make claims against us for infringing their intellectual property rights. Any such claims, even those without merit, could:

be expensive and time consuming to defend;

force us to stop providing products or services that use the intellectual property that is being challenged;

force us to redesign or rebrand our products or services;

divert our management's attention and resources;

force us to enter into royalty or licensing agreements to obtain the right to use a third-party's intellectual property; or

force us to pay significant damages.

In addition, we may be required to indemnify third-party owners of the hotels we manage or franchise for any losses they incur as a result of any such third-party infringement claims. Any necessary royalty or licensing agreements may not be available to us on acceptable terms. Any costs, lost revenues, changes to our business, or management attention related to intellectual property claims against us, whether successful or not, could impact our business.

3538

Table of Contents

Information technology system failures, delays in the operation of our information technology systems or system enhancement failures could reduce our revenues and profits and harm the reputation of our brands and our business.

Our success depends on the efficient and uninterrupted operation of our information technology systems. For example, we depend on our central reservation system, which allows bookings by hotels directly, via telephone through our call centers, by travel agents, online through our website ~~www.hyatt.com~~, and through our online reservations partners. In addition, we depend on information technology to run our day-to-day operations, including, among others, hotel services and amenities such as guest check-in and check-out, housekeeping and room service and systems for tracking and reporting our financial results and the financial results of our hotels.

Our information technology systems are vulnerable to damage or interruption from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins and similar events. The occurrence of any of these natural disasters or unanticipated problems at any of our information technology facilities or any of our call centers could cause interruptions or delays in our business or loss of data, or render us unable to process reservations.

In addition, if our information technology systems are unable to provide the information communications capacity that we need, or if our information technology systems suffer problems caused by installing system enhancements, we could experience similar failures or interruptions. If our information technology systems fail and our redundant systems or disaster recovery plans are not adequate to address such failures, or if our property and business interruption insurance does not sufficiently compensate us for any losses that we may incur, our revenues and profits could be reduced and the reputation of our brands and our business could be harmed.

~~If we fail to stay current with developments in technology necessary for our business, our operations could be harmed and our ability to compete effectively could be diminished.~~

Sophisticated information technology and other systems are instrumental for the hospitality industry, including systems used for our central reservations, revenue management, property management and Hyatt Gold Passport program, as well as technology systems that we make available to our guests. These information technology and other systems must be refined, updated or replaced with more advanced systems on a regular basis. Developing and maintaining these systems may require significant capital. If we are unable to replace or introduce information technology and other systems as quickly as our competitors or within budgeted costs or schedules when these systems become outdated or need replacing, or if we are unable to achieve the intended benefits of any new information technology or other systems, our operations could be harmed and our ability to compete effectively could be diminished.

Changes in federal, state, local, or foreign tax law, interpretations of existing tax law, or agreements or disputes with tax authorities could affect our profitability and financial condition by increasing our tax costs.

~~We are~~Our global operations subject us to ~~taxation at the federal, state or provincial~~income and ~~local levels~~non-income based taxes such as sales, use, value added, goods and services, payroll, property, and franchise taxes in ~~the United States and various other countries and~~numerous jurisdictions. Our future tax ~~rates~~expenses and liabilities could be affected by changes in tax laws or the interpretation of the tax laws, as well as changes in our business operations. Our future tax expense could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes in the valuation of our deferred tax assets and liabilities, or changes in determinations regarding the jurisdictions in which we are subject to tax. From time to time the U.S. federal, state, local, and foreign governments make substantive changes to tax rules and the application thereof, such as recent U.S. tax legislation, discussed below, and the Base Erosion and Profit Shifting project ("BEPS") ~~currently~~ being undertaken by the Organization for Economic Cooperation and ~~Development ("OECD").~~Development. Although we believe our transfer pricing policy implemented in 2015 is in alignment with BEPS, ~~and~~ we ~~intend to obtain, where possible,~~have filed an Advanced Pricing Agreement ~~between jurisdictions, legislative~~request to obtain certainty regarding our transfer pricing policy. Legislative and tax treaty changes and ~~any interpretations~~the interpretation thereof could result in materially higher corporate taxes than would be incurred under existing tax law or interpretation and could adversely impact profitability. State and local tax authorities have also increased their efforts to increase revenues through changes in tax law and audits. Such changes and proposals, if enacted, could increase our future effective income tax rates.

We are subject to on-going and periodic audits by the Internal Revenue Service ("IRS") and various state, local, and foreign tax authorities and currently are engaged in disputes with certain of such tax authorities. We believe we have established adequate reserves for potential tax liabilities, but the final amount of taxes assessed and paid could exceed the amount of such reserves, which could reduce our ~~profits.~~

profits and cash position. We are a party to certain agreements with foreign tax authorities that reduce or defer the amount of tax we pay. The expiration of such agreements, or changes in circumstances or in interpretation of such agreements, could increase our tax costs.

Recent U.S. tax legislation may materially adversely affect our financial condition, results of operations, and cash flows.

Recently enacted U.S. tax legislation has significantly changed the U.S. federal income taxation of U.S. corporations by reducing the U.S. corporate income tax rate, limiting interest deductions, permitting immediate expensing of certain capital expenditures, modifying the tax treatment of like kind exchanges, adopting elements of a territorial tax system, imposing a one-time transition tax (or "deemed repatriation tax") on all undistributed earnings and profits of certain U.S. owned foreign corporations, introducing new anti-base erosion provisions, revising the rules governing net operating losses and the rules governing foreign tax credits, repealing the performance-based compensation exception to the $1 million deduction limit on executive compensation and expanding the scope of employees to whom the limit applies, and eliminating the deductibility of certain fringe benefits. Many of these changes are effective immediately, without any transition periods or grandfathering for existing transactions. The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and IRS, any of which could lessen or increase certain adverse impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities, or how the changes will be viewed by foreign governments.

Our analysis and interpretation of this legislation is preliminary and ongoing, and the financial statement impact of the elements of tax reform may be incomplete. We have identified the change in the corporate tax rate, the deemed repatriation tax, and certain other changes to U.S. taxation of amounts earned abroad as having an impact on our financial statements. There may be other material adverse effects resulting from the legislation that we have not yet identified. While some of the changes made by the tax legislation may adversely affect the Company in one or more reporting periods and prospectively, other changes may be beneficial. We continue to work with our tax advisors to determine the full impact that the recent tax legislation as a whole will have on us.

3639

Table of Contents

We are exposed to counterparty and credit risk and fluctuations in the market values of our investment portfolio.

All of our cash that is not required to fund our daily operating activities is invested in interest bearing investments with a greater focus placed on capital preservation than on investment return. The majority of our cash and cash equivalent balances are held on deposit with high quality financial institutions that hold long-term ratings of at least BBB or Baa from S&P or Moody's, respectively, and in AAA-rated money market funds. As such, we are exposed to counterparty risk on our cash and cash equivalent balances at December 31, ~~2015.~~2017. We also have established investment accounts for purposes of investing portions of our cash resources for ~~our~~the World of Hyatt loyalty program, certain benefit programs, and captive insurance company. Although we have not recognized any significant losses to date on these investments, any significant declines in their market values could materially adversely affect our financial condition and operating results. Credit ratings and pricing of these investments can be negatively affected by liquidity, credit deterioration, financial results, economic risk, political risk, sovereign risk, or other factors. As a result, the value and liquidity of our investments could decline and result in impairments, which could materially adversely affect our financial condition and operating results.

Risks Related to Share Ownership and Other Stockholder Matters

~~As a public company, we incur significant costs which may adversely affect our operating results and financial condition.~~

As a public company, we have incurred and will continue to incur significant legal, accounting and other expenses, including costs associated with public company reporting requirements. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We invest in resources to comply with evolving laws and regulations, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers.

Our stock price has been and is likely to continue to be volatile, and you may not be able to resell shares of your Class A common stock at or above the price you paid.

The stock market in general, and hospitality companies in particular, including us, have experienced ~~extreme~~ price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the underlying businesses. This market volatility, as well as general economic, market, or political conditions, could reduce the market price of shares of our Class A common stock in spite of our operating performance. In addition, companies that own or lease a greater proportion of properties have ~~recently~~at times experienced disproportionate volatility and price and volume fluctuations and we expect this ~~trend~~dynamic to continue. These broad market and industry factors may seriously harm the market price of our Class A common stock, regardless of our actual operating performance.

In addition to the risks described in this section, several factors that could cause the price of our Class A common stock in the public market to fluctuate significantly include, among others, the following:

quarterly variations in our operating results compared to market expectations;

annual variations in our operating results compared to our guidance;

announcements of acquisitions of or investments in other businesses and properties or dispositions;

announcements of new services or products or significant price reductions by us or our competitors;

size of our public ~~float, which has decreased in recent years;~~float;

future conversions to and sales of our Class A common stock by current holders of Class B common stock in the public market, or the perception in the market that the holders of a large number of shares of Class B common stock intend to sell shares;

stock price performance of our competitors;

fluctuations in stock market prices and volumes in the U.S. and abroad;

low investor confidence;

default on our indebtedness or foreclosure of our properties;

changes in senior management or key personnel;

~~Table of Contents~~

downgrades or changes in financial estimates by securities analysts or negative reports published by securities analysts about our business or the hospitality industry in general;

negative earnings or other announcements by us or other hospitality companies;

downgrades in our credit ratings or the credit ratings of our competitors;

issuances or repurchases of equity or debt securities;

a decision to pay or not to pay dividends;

Table of Contents

terrorist activities or threats of such activities, civil or political unrest, or war; and

global economic, legal, and regulatory factors unrelated to our performance.

Volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above the price at which they purchased the stock. As a result, investors may suffer a loss on their investment.

Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company's securities. This litigation, if instituted against us, could result in substantial costs, reduce our profits, divert our management's attention and resources, and harm our business.

There can be no assurance that we will declare or pay dividends in the future or that we will continue to repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all.

On February 14, 2018, we announced that our board of directors declared a cash dividend of $0.15 per share of Class A common stock and Class B common stock for the first quarter of 2018. Further, pursuant to our share repurchase program, we are authorized to purchase shares of our common stock in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan. Our dividend payments or share repurchase program may change from time to time, and we may not continue to declare dividends or repurchase shares in any particular amounts or at all. Our repurchase program does not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares and the timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions, the timing and amount of cash proceeds from asset dispositions, the timing and amount of any 1031 exchange transactions and other tax-planning matters, the trading price of our common stock, the nature of other investment opportunities, and other factors as our board of directors may deem relevant from time to time. A reduction in or elimination of our dividend payments or repurchase activity could have a negative effect on our stock price, increase volatility or fail to enhance shareholder value. The actual declaration and payment of future dividends, the amount of any such dividends, and the establishment of record and payment dates, if any, are subject to determination by our board of directors after its review of our business strategy, applicable debt covenants and financial performance and position, and other factors as our board of directors may deem relevant from time to time. Our declaration and payment of future dividends is subject to risks and uncertainties, including: deterioration of our financial performance or position, inability to declare a dividend in compliance with applicable laws or debt covenants, an increase in our cash needs or decrease in available cash, and the business judgment of the board of directors that a declaration of a dividend is not in the best interest of our shareholders.

Reports published by securities or industry analysts, including projections in those reports that exceed our actual results, could adversely affect our stock price and trading volume.

Securities research analysts have established and publish their own quarterly projections for our business. These projections may vary widely from one another and may not accurately predict the results we actually achieve. Our stock price may decline if our actual results do not match securities research analysts' projections. Similarly, if one or more of the analysts who writes reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, or the hospitality industry in general, our stock price could decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, our stock price or trading volume could decline.

Anti-takeover provisions in our organizational documents and Delaware law, as well as agreements with our major stockholders, may discourage or prevent a change of control, even if a sale of Hyatt would be beneficial to our stockholders, which could cause our stock price to decline and prevent attempts by our stockholders to replace or remove our current board of directors or management.

Our amended and restated certificate of incorporation and bylaws, as well as agreements with our major stockholders, contain provisions that may make it difficult to remove our board of directors and management and may discourage or delay "change of control" transactions that certain stockholders may view as beneficial or could involve the payment of a premium over prevailing market prices for our Class A common stock. These provisions include, among others:

Our amended and restated certificate of incorporation provides for a dual class ownership structure, in which our Class B common stock is entitled to ten votes per share and our Class A common stock is entitled to one vote per share. As a result of this structure, our major stockholders have significant influence or actual control over matters requiring stockholder approval.

Voting agreements entered into with or among our major stockholders require these stockholders to vote their shares consistent with the recommendation of our board of directors, assuming in certain instances that a majority

Table of Contents

of a minimum of three independent directors (excluding for such purposes any Pritzker) or, in the case of transactions involving us and an affiliate, all of such minimum of three independent directors (excluding for such purposes any Pritzker) agree with the recommendation. While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval.

Lock-up agreements entered into with stockholders party to our 2007 Stockholders' Agreement limit the ability of these stockholders to sell their shares to any person who would be required to file a Schedule 13D with the SEC disclosing an intent to acquire the shares other than for investment purposes and, in certain instances, to competitors of ours in the hospitality, lodging, or gaming industries.

Stockholders party to our 2007 Stockholders' Agreement have agreed, subject to certain limited exceptions, to "standstill" provisions that prevent the stockholders from acquiring additional shares of our common stock, making or participating in acquisition proposals for us or soliciting proxies in connection with meetings of our stockholders, unless the stockholders are invited to do so by our board of directors.

~~Table of Contents~~

Our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting.

Our directors may be removed only for cause, which prevents stockholders from being able to remove directors without cause other than those directors who are being elected at an annual meeting.

Our amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors. As a result, holders of our Class B common stock will control the election of directors and the ability of holders of our Class A common stock to elect director candidates will be limited.

Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, may be filled only by a majority of remaining directors then in office.

Actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent.

Special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors.

Advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.

Our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying, or preventing a change of control.

An affirmative vote of the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote is required to amend any provision of our certificate of incorporation or bylaws.

Table of Contents

Pritzker family business interests have substantial control over us and have the ability to control the election of directors and other matters submitted to stockholders for approval, which will limit your ability to influence corporate matters or result in actions that you do not believe to be in our interests or your interests.

Our Class B common stock is entitled to ten votes per share and our Class A common stock is entitled to one vote per share. ~~As of~~At January 31, ~~2016,~~2018, Pritzker family business interests beneficially own, in the aggregate, ~~84,541,406~~68,348,342 shares, or approximately ~~77.1%~~96.8%, of our Class B common stock, and 36,544, or less than 0.1%, of Class A common stock, representing approximately ~~62.3%~~57.6% of the outstanding shares of our common stock and approximately ~~75.3%~~90.6% of the total voting power of our outstanding common stock. As a result, consistent with the voting agreements contained in the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement, Pritzker family business interests will be able to exert a significant degree of influence or actual control over our management and affairs and over matters requiring stockholder approval, including the election of directors, a merger, consolidation, or sale of all or substantially all of our assets and any other significant transaction. While the voting agreements are in effect, they may provide our board of directors with the effective control over matters requiring stockholder approval. Because of our dual class ownership structure, Pritzker family business interests will continue to exert a significant degree of influence or actual control over matters requiring stockholder approval, even if they own less than 50% of the outstanding shares of our common stock. This concentrated control will limit your ability to influence corporate matters, and the interests of Pritzker family business interests may not coincide with our interests or your interests. As a result, we may take actions that you do not believe to be in our interests or your interests and that could depress our stock price. See also "—Voting agreements entered into with or among our major stockholders, including Pritzker family business interests, will result in a substantial number of our shares being voted consistent with the recommendation of our board of directors, and may limit your ability to influence the election of directors and other matters submitted to stockholders for approval."

In addition, the difference in the voting rights between our Class A common stock and Class B common stock could diminish the value of the Class A common stock to the extent that investors or any potential future purchasers of our common stock ascribe value to the superior voting rights of the Class B common stock.

~~Table of Contents~~

Disputes among Pritzker family members and among Pritzker family members and the trustees of the Pritzker family trusts may result in significant distractions to our management, disrupt our business, have a negative effect on the trading price of our Class A common stock, and/or generate negative publicity about Hyatt and the Pritzker family.

In the past, disputes have arisen between and among certain Pritzker family members, and between and among beneficiaries of the Pritzker family trusts and the trustees of such trusts, with respect to, among other things, the ownership, operation, governance, and management of certain Pritzker family business interests. In connection with certain of these disputes, claims were alleged, and in certain cases, proceedings were initiated, against certain Pritzker family members, including Thomas J. Pritzker, our executive chairman, and other Pritzker family members, some of whom have been or are our directors, and against the trustees, including Thomas J. Pritzker in his former capacity as a co-trustee of the Pritzker family U.S. situs trusts. Such past allegations related to, among others, trust management and administration and violations of certain trustee duties, including fiduciary duties. Some of these disputes led to significant negative publicity for the Pritzker family. These disputes ~~have been~~were resolved with no admissions or finding of any misconduct.

Disputes among Pritzker family members, and between and among beneficiaries of the Pritzker family trusts and the trustees of such trusts, including with respect to Hyatt, may arise or continue in the future. If such disputes occur, they may result in significant distractions to our management, disrupt our business, have a negative effect on the trading price of our Class A common stock, and/or generate negative publicity about Hyatt and Pritzker family members, including Pritzker family members involved with Hyatt.

Table of Contents

Voting agreements entered into with or among our major stockholders, including Pritzker family business interests, will result in a substantial number of our shares being voted consistent with the recommendation of our board of directors, and may limit your ability to influence the election of directors and other matters submitted to stockholders for approval.

Pritzker family business interests, which beneficially own ~~as of~~at January 31, ~~2016,~~2018, directly or indirectly, ~~84,541,406~~68,384,886 shares, or ~~62.3%~~57.6% of our total outstanding common stock and control approximately ~~75.3%~~90.6% of our total voting power, have entered into a voting agreement with respect to all shares of common stock beneficially owned by Pritzker family business interests. During the term of the voting agreement, which expires on the date upon which more than 75% of the Company's fully diluted shares of common stock is owned by non-Pritzker family business interests, Pritzker family business interests have agreed to vote their shares of our common stock consistent with the recommendation of our board of directors with respect to all matters (assuming agreement as to any such matter by a majority of a minimum of three independent directors (excluding for such purposes any Pritzker)) or, in the case of transactions involving us and an affiliate, assuming agreement of all of such minimum of three independent directors (excluding for such purposes any Pritzker). In addition, ~~as of~~at January 31, ~~2016, other existing~~2018, the stockholders ~~including entities affiliated with Goldman, Sachs & Co. and Madrone GHC,~~party to the 2007 Stockholder's Agreement beneficially own, in the aggregate, approximately ~~22.9%~~3.2% of our outstanding Class B common stock, representing approximately ~~18.5% of the outstanding shares of our common stock and approximately 22.4%~~3.0% of the total voting power of our outstanding common stock. ~~These entities~~Pursuant to the 2007 Stockholder's Agreement, the stockholders party thereto have entered into a voting agreement with us, with respect to the shares of ~~Class B~~ common stock that they beneficially own, and have agreed to vote their shares of ~~Class B~~ common stock consistent with the recommendation of our board of directors, without any separate requirement that our independent directors agree with the recommendation. These voting agreements expire on the date that Thomas J. Pritzker is no longer chairman of our board of directors. See Part I, Item 1, "Business—Stockholder Agreements."

While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval, including the election of directors, a merger, consolidation or sale of all or substantially all of our assets and any other significant transaction. This is because the number of our shares that are required by the voting agreements to be voted consistent with the recommendation of our board of directors will be sufficient to determine the outcome of the election of directors and other matters submitted to stockholders for approval. This will limit your ability to influence the election of directors and other matters submitted to stockholders for approval, even if you do not believe those actions to be in our interests or your interests. For instance, the voting agreements may have the effect of delaying or preventing a transaction that would result in a change of control, if our board of directors does not recommend that our stockholders vote in favor of the transaction, even if you or some or all of our major stockholders believe that the transaction is in our interests or your interests. On the other hand, the voting agreements may result in our stockholders approving a transaction that would result in a change of control, if our board of directors recommends that our stockholders vote in favor of the transaction, even if you or some or all of our major stockholders believe that the transaction is not in our interests or your interests.

~~Table of Contents~~

A significant number of shares of Class A common stock issuable upon conversion of Class B common stock could be sold into the market, which could depress our stock price even if our business is doing well.

Future sales in the public market of Class A common stock issuable upon conversion of Class B common stock, or the perception in the market that the holders of a large number of shares of Class B common stock intend to sell shares, could reduce the market price of our Class A common stock. ~~As of~~At January 31, ~~2016,~~2018, we had ~~26,023,355~~48,102,805 shares of Class A common stock outstanding and ~~109,628,962~~70,618,737 shares of Class B common stock outstanding.

~~Of the outstanding shares, 26,009,152~~At January 31, 2018, 48,076,588 shares of Class A common stock are freely tradable in the public market without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act") unless these shares are held by any of our "affiliates," as that term is defined in Rule 144 under the Securities Act ("Rule 144"). The remaining ~~14,203~~26,217 outstanding shares of Class A common stock and ~~109,628,962~~70,618,737 outstanding shares of Class B common stock are deemed "restricted securities," as that term is defined in Rule 144. Restricted securities may be sold in the public market only if they are registered under the Securities Act or they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act ("Rule 701").

~~A majority of~~ Of these restricted securities, 2,270,395 shares of Class B common stock are held by shareholders party to the 2007 Stockholders' Agreement and are otherwise eligible to be sold at any time, subject to the applicable rights of first refusal, "drag along" rights and other restrictions contained in the 2007 Stockholders' Agreement. See Part I, Item 1, "Business—Stockholder Agreements—2007 Stockholders' Agreement." Another 14,203 shares of Class A common stock that are deemed restricted securities are otherwise eligible to be sold at any time.

The rest of the restricted securities, consisting of 68,348,342 shares of Class B common stock and 12,014 shares of Class A common stock, together with 24,530 shares of Class A common stock previously registered, are subject to contractual lock-up and certain other restrictions contained in the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement as described in Part I, Item 1, "Business—Stockholder Agreements." These contractual restrictions may be amended, waived, or terminated by the parties to those agreements in accordance with the terms

Table of Contents

of such agreements without our consent and without notice; the 25% limitation on sales of our common stock may, with respect to each 12 month period, be increased to a higher percentage or waived entirely by the unanimous affirmative vote of our independent directors (excluding for such purposes any Pritzker). All such shares of Class A common stock, including shares of Class A common stock issuable upon conversion of shares of Class B common stock, will be eligible for resale in compliance with Rule 144 or Rule 701 to the extent the lock-up restrictions contained in the Amended and Restated Global Hyatt Agreement or the Amended and Restated Foreign Global Hyatt Agreement, as applicable, are waived or terminated with respect to such shares. All shares of Class A common stock subject to the restrictions contained in the 2007 Stockholders’ Agreement, as described in Part I, Item 1, "Business—Stockholder Agreements," including shares of Class A common stock issuable upon conversion of shares of Class B common stock, are eligible for resale in compliance with Rule 144 or Rule 701 at any time.

Assuming the lock-up restrictions contained in the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement are not amended, waived, or terminated and that there are no transfers of shares amongst Pritzker family stockholders, and further assuming the parties to these agreements ~~as well as the 2007 Stockholders' Agreement,~~ sell the maximum amount permitted to be sold during the first time period that such shares are eligible to be sold as set forth below, and subject to any applicable restrictions contained in such agreements ~~as well as the 2007 Stockholders' Agreement, (such as rights of first refusal)~~ and the provisions of Rule 144 and/or Rule 701, the securities eligible to be sold by Pritzker family stockholders under the ~~Securities Act, these restricted securities~~Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement will be available for sale in the public market as follows:



Time Period	Number of Shares*
During the 12 month period from November 5, ~~2015 through November 4, 2016~~	~~51,985,614 (1)~~
~~During the 12 month period from November 5, 2016 through November 4, 2017~~	~~21,622,682 (2)~~
~~During the 12 month period from November 5,~~ 2017 through November 4, 2018	~~13,449,973 (2)~~19,689,235
During the 12 month period from November 5, 2018 through November 4, 2019	~~6,916,287 (2)~~15,980,129
During the 12 month period from November 5, 2019 through November 4, 2020	~~6,419,886 (2)~~10,602,497
During the 12 month period from November 5, 2020 through November 4, 2021	~~6,271,290 (2)~~6,419,886
During the 12 month period from November 5, 2021 through November 4, 2022	6,419,886
During the 12 month period from November 5, 2022 through November 4, 2023	6,271,290
During the 12 month period from November 5, 2023 through November 4, 2024	3,001,963 ~~(2)~~

*The foregoing numbers are based on information ~~as of~~at January 31, ~~2016~~2018 and assume that the maximum number of shares permitted to be sold during each period set forth above are, in fact, sold during each such period. To the extent any shares are not sold during the first time period that such shares are eligible to be sold as described above, the number of shares that may be sold in subsequent time periods may change.

(1) Includes (a) 14,203 shares that are eligible to be sold at any time, (b) 25,112,086 shares that are eligible to be sold at any time, subject to the rights of first refusal, "drag along" rights and other restrictions contained in the 2007 Stockholders' Agreement and (c) 26,859,325 shares that are eligible to be sold by Pritzker family stockholders under the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement.

~~(2) Represents shares eligible to be sold by Pritzker family stockholders under the Amended and Restated Global Hyatt Agreement and Amended and Restated Foreign Global Hyatt Agreement.~~

~~Table of Contents~~

In addition, ~~as of~~at December 31, ~~2015, 6,004,228~~2017, 4,267,423 shares of our Class A common stock were reserved for issuance under the Third Amended and Restated Hyatt Hotels Corporation Long-Term Incentive Plan ~~(the "LTIP"~~("LTIP"). These shares of Class A common stock will become eligible for sale in the public market once those shares are issued or awarded under our LTIP, subject to provisions of various award agreements and Rule 144, as applicable. In addition, ~~621,950~~483,783 shares of our Class A common stock were reserved for issuance under the Hyatt Hotels Corporation Employee Stock Purchase Plan ~~(the "ESPP"~~("ESPP"), 1,169,195 shares of our Class A common stock remained available for issuance pursuant to the Amended and Restated Hyatt Corporation Deferred Compensation Plan ~~(the "DCP"~~("DCP") and 300,000 shares of Class A common stock remained available for issuance pursuant to the Hyatt International Hotels Retirement Plan (commonly known as the Field Retirement Plan) ~~(the "FRP"~~("FRP").

If any of these holders causes a large number of securities to be sold in the public market, the sales could reduce the trading price of our Class A common stock. These sales also could impede our ability to raise future capital. See also "—If holders of shares of our Class B common stock convert their shares of Class B common stock into shares of Class A common stock and exercise their registration rights, a significant number of shares of our Class A common stock could be sold into the market, which could reduce the trading price of our Class A common stock and impede our ability to raise future capital."

We also may issue shares of our Class A common stock from time to time as consideration for future acquisitions and investments. If any such acquisition or investment is significant, the number of shares that we may issue may in turn be significant.

Table of Contents

If holders of shares of our Class B common stock convert their shares of Class B common stock into shares of Class A common stock and exercise their registration rights, a significant number of shares of our Class A common stock could be sold into the market, which could reduce the trading price of our Class A common stock and impede our ability to raise future capital.

Holders of ~~109,628,962~~70,618,737 shares of our Class B common stock (or ~~80.8%~~59.5% of our total outstanding shares of common stock ~~as of~~at January 31, ~~2016)~~2018), including Pritzker family business interests, ~~and entities affiliated with Goldman, Sachs & Co. and entities affiliated with Madrone Capital, LLC,~~ have rights, subject to certain conditions, to require us to file registration statements registering sales of shares of Class A common stock acquired upon conversion of such Class B common stock or to include sales of such shares of Class A common stock in registration statements that we may file for ourselves or for other stockholders. In order to exercise such registration rights, the holder must be permitted to sell shares of its common stock under applicable lock-up restrictions. See "—A significant number of shares of Class A common stock issuable upon conversion of Class B common stock could be sold into the market, which could depress our stock price even if our business is doing well" and Part I, Item 1, "Business—Stockholder Agreements" for additional information with respect to these lock-up provisions. Subject to compliance with applicable lock-up agreements, shares of Class A common stock sold under the registration statements can be freely sold in the public market. In the event such registration rights are exercised and a large number of shares of Class A common stock issuable upon conversion of shares of Class B common stock are sold in the public market, such sales could reduce the trading price of our Class A common stock. These sales also could impede our ability to raise future capital. Additionally, we will bear all expenses in connection with any such registrations (other than underwriting discounts).

~~During 2014, certain Pritzker family stockholders exercised their rights~~Following our decision in May 2017 to ~~require the Company to register an aggregate of 15,141,517 shares of Class A common stock issuable upon conversion of such stockholders' shares of Class B common stock on~~file a shelf registration statement on Form S-3 pursuant to Rule 415 of the Securities ~~Act. In accordance~~Act, certain stockholders party to the Registration Rights Agreement, dated as of August 28, 2007, as amended, among us and the stockholders party to the 2007 Stockholders' Agreement, elected to exercise their "piggyback" registration rights with ~~the terms~~respect to 12,654,050 shares of Class A common stock issuable upon conversion of shares of Class B common stock, and certain stockholders party to the Registration Rights Agreement, dated as of October 12, 2009, onamong Hyatt and the Pritzker family business interests party thereto, elected to exercise their piggyback registration rights with respect to 8,470 shares of Class A common stock and 15,607,761 shares of Class A common stock issuable upon conversion of shares of Class B common stock. On May ~~29, 2014,~~22, 2017, the Company filed an automatic effective shelf registration statement with the SEC to register the resale of such ~~15,141,517~~aggregate 28,270,281 shares. In connection with such registration, all other holders of registration rights, including trustees of trusts for the benefit of Thomas J. Pritzker and his lineal descendants (including Jason Pritzker), ~~entities affiliated with Goldman, Sachs & Co. and entities affiliated with Madrone Capital, LLC,~~ elected not to exercise their piggyback registration rights.

On May 22, 2017 and August 8, 2017, entities affiliated with Goldman Sachs & Co. LLC sold, respectively, 4,000,000 and 8,654,050 shares of Class A common stock issuable upon conversion of shares of Class B common stock pursuant to the May 2017 shelf registration statement. Additionally, in November 2017, (i) the Pritzker Family Foundation sold to the Company pursuant to a repurchase transaction and into the public market pursuant to Rule 144 an aggregate of 1,830,094 shares of Class A common stock issuable upon conversion of Class B common stock, (ii) a trust and a limited partnership for the benefit of Daniel F. Pritzker and/or certain of his lineal descendants sold into the public market pursuant to Rule 144 an aggregate of 111,003 shares of Class A common stock and 218,897 shares of Class A common stock issuable upon conversion of shares of Class B common stock, respectively, and (iii) a trust for the benefit of Penny Pritzker and/or certain of her lineal descendants sold into the public market pursuant to Rule 144 an aggregate of 600,000 shares of Class A common stock issuable upon conversion of shares of Class B common stock, and in January 2018, trusts and limited partnerships for the benefit of Daniel F. Pritzker and/or certain of his lineal descendants sold into the public market pursuant to Rule 144 an aggregate of 135,100 shares of Class A common stock issuable upon conversion of shares of Class B common stock. After giving effect to these November 2017 and January 2018 sale transactions, as of the date of this filing, 12,721,137 shares of the 28,270,281 shares originally registered for resale on the May 2017 shelf registration statement continue to be eligible to be sold pursuant to the May 2017 shelf registration statement during the 12 month period commencing November 5, 2017 through November 4, 2018 under the lock-up restrictions contained in the Amended and Restated Global Hyatt Agreement and the Amended and Restated Foreign Global Hyatt Agreement. Furthermore, as a result of these sale transactions, entities affiliated with Goldman Sachs & Co. LLC and the Pritzker Family Foundation no longer hold any shares registered for resale on the May 2017 shelf registration statement. Subsequent to November 4, 2018, and assuming no further sales, 13,786,137 shares of 28,270,281 shares originally registered for resale on the May 2017 shelf registration statement will continue to be eligible to be sold pursuant to the May 2017 shelf registration statement. Additional shares may be registered on the shelf registration statement in the future as such shares are eligible to be sold in accordance with the registration rights agreements and lock-up restrictions. See "—A significant number of shares of Class A common stock issuable upon conversion of Class B common stock could be sold into the market, which could depress our stock price even if our business is doing well" for additional information with respect to the lock-up provisions.

The sale of shares registered under the registration statement in the public market, or the perception that such sales may occur could reduce the trading price of our Class A common stock or impede our ability to raise future capital.

4246

Table of Contents

Non-U.S. holders who own more than 5% of our Class A common stock or substantial amounts of our Class B common stock may be subject to U.S. federal income tax on gain realized on the disposition of such stock.

Because we have significant U.S. real estate holdings, we may be a "United States real property holding corporation" ("USRPHC") for U.S. federal income tax purposes, but we have made no determination to that effect. There can be no assurance that we do not currently constitute or will not become a USRPHC. As a result, a "non-U.S. holder" may be subject to U.S. federal income tax on gain realized on a disposition of our Class A common stock if such non-U.S. holder has owned, actually or constructively (through certain family members, related entities and options), more than 5% of our Class A common stock at any time during the shorter of (a) the five-year period ending on the date of disposition and (b) the non-U.S. holder's holding period in such stock.

If we were or were to become a USRPHC, a non-U.S. holder may be subject to U.S. federal income tax on gain realized on the disposition of our Class B common stock. Such tax would apply if on the date such non-U.S. holder actually or constructively acquired Class B common stock, and on any date on which such non-U.S. holder acquires additional Class B common stock, the aggregate fair market of the Class B common stock it actually and constructively owns is greater than 5% of the fair market value of our Class A common stock on such date. Certain dispositions of substantial amounts of Class B common stock by non-U.S. holders may ~~also~~ be subject to withholding under section 1445 of the Internal Revenue Code.

Item 1B. Unresolved Staff Comments.

None.

4347

Table of Contents

Item 2. Properties.

The following table sets forth a description of each owned or leased property in the Hyatt portfolio of properties, ~~as of~~excluding branded spas and fitness studios, at December 31, ~~2015~~2017.


Hotel Property	Location	Rooms	# of Hotels	Ownership (1)		Location	Rooms	# of Hotels	Ownership (1)
Owned and Leased Properties
Owned and Leased Hotels

Full Service
Americas Owned:
Park Hyatt Chicago	Chicago, IL	198		100	%	Chicago, IL	198		100	%
Park Hyatt New York	New York, NY	210		100	%	New York, NY	210		100	%
Andaz 5th Avenue	New York, NY	184		100	%
Grand Hyatt New York (4)	New York, NY	1,306		100	%	New York, NY	1,298		100	%
Grand Hyatt Rio de Janeiro						Rio de Janeiro, Brazil	436		100	%
Grand Hyatt San Antonio (4)	San Antonio, TX	1,003		100	%	San Antonio, TX	1,003		100	%
Grand Hyatt San Francisco	San Francisco, CA	660		100	%	San Francisco, CA	660		100	%
The Driskill (4)	Austin, TX	189		100	%
Hyatt Centric The Pike Long Beach (4)	Long Beach, CA	138		100	%
Hyatt Regency Aruba Resort Spa and Casino (4)	Palm Beach, Aruba, Dutch Caribbean	357		100	%	Palm Beach, Aruba, Dutch Caribbean	357		100	%
Hyatt Regency Atlanta	Atlanta, GA	1,260		100	%	Atlanta, GA	1,260		100	%
Hyatt Regency Baltimore Inner Harbor (4)	Baltimore, MD	488		100	%	Baltimore, MD	488		100	%
Hyatt Regency Coconut Point Resort and Spa	Bonita Springs, FL	454		100	%	Bonita Springs, FL	454		100	%
Hyatt Regency Grand Cypress	Orlando, FL	815		100	%
Hyatt Regency Green Bay	Green Bay, WI	241		100	%	Green Bay, WI	241		100	%
Hyatt Regency Greenwich	Old Greenwich, CT	373		100	%	Old Greenwich, CT	373		100	%
Hyatt Regency Lake Tahoe Resort, Spa and Casino	Incline Village, NV	422		100	%	Incline Village, NV	422		100	%
Hyatt Regency Long Beach (4)	Long Beach, CA	528		100	%	Long Beach, CA	528		100	%
Hyatt Regency Lost Pines Resort and Spa	Lost Pines, TX	491		100	%	Lost Pines, TX	491		100	%
Hyatt Regency Louisville	Louisville, KY	393		100	%
Hyatt Regency Mexico City	Mexico City, Mexico	755		100	%	Mexico City, Mexico	755		100	%
Hyatt Regency Miami (4)	Miami, FL	612		100	%	Miami, FL	615		100	%
Hyatt Regency Monterey Hotel and Spa on Del Monte Golf Course (4)	Monterey, CA	550		100	%
Hyatt Regency O'Hare	Rosemont, IL	1,096		100	%	Rosemont, IL	1,095		100	%
Hyatt Regency Orlando	Orlando, FL	1,639		100	%	Orlando, FL	1,641		100	%
Hyatt Regency San Antonio Riverwalk (4)	San Antonio, TX	629		100	%	San Antonio, TX	630		100	%
Hyatt Regency Scottsdale Resort and Spa at Gainey Ranch	Scottsdale, AZ	493		100	%
Andaz Maui at Wailea Resort						Wailea, HI	301		100	%
Hyatt Centric The Pike Long Beach (4)						Long Beach, CA	138		100	%
The Confidante Miami Beach						Miami Beach, FL	363		100	%
The Driskill (4)						Austin, TX	189		100	%
Americas Owned		15,484	26				14,146	24

4448

Table of Contents

Hotel Property Location Rooms # of Hotels Ownership (1)
Americas Leased:
Andaz West Hollywood (3) West Hollywood, CA 239
— %
Hyatt Regency San Francisco (3) San Francisco, CA 804
— %
Americas Leased 1,043
2

Total Americas Owned and Leased Properties 16,527
28

��
EAME/SW Asia Owned:
Park Hyatt Paris - Vendome Paris, France 153
100 %
Park Hyatt Zurich (4) Zurich, Switzerland 138
100 %
Andaz London Liverpool Street (4) London, England 267
100 %
Hyatt Regency Baku Baku, Azerbaijan 159
100 %
Hyatt Regency Birmingham Birmingham, England 319
100 %
Hyatt Regency Bishkek (4) Bishkek, Kyrgyz Republic 178
98 %
EAME/SW Asia Owned 1,214
6

EAME/SW Asia Leased:
Andaz Amsterdam, Prinsengracht (3) Amsterdam, The Netherlands 122
— %
Grand Hyatt Berlin (3) (6) Berlin, Germany 342
— %
Hyatt Regency Cologne (3) (6) Cologne, Germany 306
— %
Hyatt Regency Mainz (3) (6) Mainz, Germany 268
— %
EAME/SW Asia Leased 1,038
4

Total EAME/SW Asia Owned and Leased Properties 2,252
10

ASPAC Owned:
Grand Hyatt Seoul Seoul, South Korea 601
100 %
ASPAC Owned 601
1

Total Full Service Owned and Leased Properties 19,380
39

~~Table of Contents~~

Hotel Property Location Rooms # of Hotels Ownership (1)
Select Service
Leased:
Hyatt Place Amsterdam Airport (3) Amsterdam, The Netherlands 330
— %
Hyatt Place Atlanta/Buckhead (2) Atlanta, GA 171
— %
Select Service Leased: 501
2

Total Select Service Owned and Leased Properties 501
2

Unconsolidated Hospitality Venture Properties

Full Service
Americas Unconsolidated Hospitality Ventures:
Andaz Maui at Wailea Resort Wailea, HI 300
67 %
Grand Hyatt São Paulo São Paulo, Brazil 466
50 %
Hyatt at The Bellevue Philadelphia, PA 172
50 %
Hyatt Regency Columbus (4) Columbus, OH 633
24 %
Hyatt Regency Crystal City at Reagan National Airport Arlington, VA 686
50 %
Hyatt Regency Huntington Beach Resort and Spa (4) Huntington Beach, CA 517
40 %
Hyatt Regency Jersey City on the Hudson Jersey City, NJ 351
50 %
Hyatt Regency Minneapolis Minneapolis, MN 645
50 %
Americas Unconsolidated Hospitality Ventures 3,770
8

EAME/SW Asia Unconsolidated Hospitality Ventures:
Park Hyatt Hamburg (3) (5) Hamburg, Germany 252
— %
Park Hyatt Milan Milan, Italy 106
30 %
Grand Hyatt Mumbai Mumbai, India 547
50 %
Hyatt Regency Ahmedabad Ahmedabad, India 210
50 %
EAME/SW Asia Unconsolidated Hospitality Ventures 1,115
4

ASPAC Unconsolidated Hospitality Ventures:
Grand Hyatt Bali Bali, Indonesia 636
10 %
ASPAC Unconsolidated Hospitality Ventures 636
1

Full Service Unconsolidated Hospitality Ventures 5,521
13



Hotel Property	Location	Rooms	# of Hotels	Ownership (1)
Americas Leased:
Hyatt Regency San Francisco (3) (6)	San Francisco, CA	804		—	%
Andaz West Hollywood (3) (6)	West Hollywood, CA	239		—	%
Americas Leased		1,043	2

Total Americas Owned and Leased Hotels		15,189	26

EAME/SW Asia Owned:
Park Hyatt Paris-Vendôme	Paris, France	153		100	%
Park Hyatt Zurich (4)	Zurich, Switzerland	138		100	%
Hyatt Regency Baku	Baku, Azerbaijan	159		100	%
Hyatt Regency Bishkek (4)	Bishkek, Kyrgyz Republic	178		98	%
Andaz London Liverpool Street (7)	London, England	267		100	%
EAME/SW Asia Owned		895	5

EAME/SW Asia Leased:
Grand Hyatt Berlin (3) (6)	Berlin, Germany	342		—	%
Hyatt Regency Cologne (3) (6)	Cologne, Germany	306		—	%
Hyatt Regency Mainz (3) (6)	Mainz, Germany	268		—	%
Andaz Amsterdam, Prinsengracht (3) (6)	Amsterdam, The Netherlands	122		—	%
EAME/SW Asia Leased		1,038	4

Total EAME/SW Asia Owned and Leased Hotels		1,933	9

ASPAC Owned:
Grand Hyatt Seoul	Seoul, South Korea	601		100	%
ASPAC Owned		601	1

Total Full Service Owned and Leased Hotels		17,723	36

4649

Table of Contents

Hotel Property Location Rooms # of Hotels Ownership (1)
Select Service
Hyatt Place Atlanta/Perimeter City Atlanta, GA 150
40 %
Hyatt Place Ciudad del Carmen Ciudad del Carmen, Mexico 140
50 %
Hyatt Place Columbia/Downtown/The Vista Columbia, SC 132
40 %
Hyatt Place Denver/Downtown Denver, CO 248
50 %
Hyatt Place Fair Lawn/Paramus Fair Lawn, NJ 143
40 %
Hyatt Place Fort Worth/Cityview Fort Worth, TX 127
40 %
Hyatt Place Fort Worth/Hurst Hurst, TX 127
40 %
Hyatt Place La Paz La Paz, Mexico 151
50 %
Hyatt Place Minneapolis/Eden Prairie Eden Prairie, MN 126
40 %
Hyatt Place Panama City/Downtown Panama City, Panama 165
29 %
Hyatt Place Phoenix/Gilbert Gilbert, AZ 127
50 %
Hyatt Place Princeton Princeton, NJ 122
40 %
Hyatt Place Los Cabos San Jose del Cabo, Mexico 157
50 %
Hyatt Place Tijuana Tijuana, Mexico 145
50 %
Hyatt House Boston/Waltham Waltham, MA 135
40 %
Hyatt House Denver/Downtown Denver, CO 113
50 %
Select Service Unconsolidated Hospitality Ventures 2,308
16

All Inclusive
Hyatt Zilara Cancun Cancun, Mexico 307
24 %
Hyatt Zilara Rose Hall Montego Bay, Jamaica 234
24 %
Hyatt Ziva Cancun Cancun, Mexico 547
24 %
Hyatt Ziva Los Cabos San Jose del Cabo, Mexico 591
24 %
Hyatt Ziva Puerto Vallarta Puerto Vallarta, Mexico 335
24 %
Hyatt Ziva Rose Hall Montego Bay, Jamaica 387
24 %
All Inclusive Unconsolidated Hospitality Ventures 2,401
6

Total Unconsolidated Hospitality Ventures 10,230
35



Hotel Property	Location	Rooms	# of Hotels	Ownership (1)
Select Service
Owned:
Hyatt House Irvine/John Wayne Airport	Anaheim/Santa Ana, CA	149		100	%
Select Service Owned:		149	1

Leased:
Hyatt Place Amsterdam Airport (3) (6)	Amsterdam, The Netherlands	330		—	%
Hyatt Place Atlanta/Buckhead (2)	Atlanta, GA	171		—	%
Select Service Leased:		501	2

Total Select Service Owned and Leased Hotels		650	3

Wellness
Travaasa Austin	Austin, TX	120		100	%
Cranwell Spa & Golf Resort	Lenox, MA	148		95	%
Miraval Arizona Resort and Spa (8)	Tucson, AZ	131		100	%

Total Wellness Owned and Leased		399	3

Unconsolidated Hospitality Venture Hotels

Full Service
Americas Unconsolidated Hospitality Ventures:
Grand Hyatt São Paulo	São Paulo, Brazil	467		50	%
Hyatt Regency Andares Guadalajara	Zapopan, Mexico	257		50	%
Hyatt Regency Columbus (4)	Columbus, OH	633		24	%
Hyatt Regency Crystal City at Reagan National Airport	Arlington, VA	686		50	%
Hyatt Regency Huntington Beach Resort and Spa	Huntington Beach, CA	517		40	%
Hyatt Regency Jersey City on the Hudson	Jersey City, NJ	351		50	%
Hyatt Regency Minneapolis	Minneapolis, MN	645		50	%
Hyatt at The Bellevue	Philadelphia, PA	172		50	%
Andaz Mayakoba Resort Riviera Maya	Playa del Carmen, Mexico	214		40	%
Americas Unconsolidated Hospitality Ventures		3,942	9

EAME/SW Asia Unconsolidated Hospitality Ventures:
Park Hyatt Hamburg (3) (5)	Hamburg, Germany	252		—	%
Park Hyatt Milan	Milan, Italy	106		30	%
Grand Hyatt Mumbai	Mumbai, India	547		50	%
Hyatt Regency Ahmedabad	Ahmedabad, India	210		50	%
Andaz Delhi	New Delhi, India	401		50	%
EAME/SW Asia Unconsolidated Hospitality Ventures		1,516	5

Table of Contents



Hotel Property	Location	Rooms	# of Hotels	Ownership (1)
ASPAC Unconsolidated Hospitality Ventures:
Grand Hyatt Bali	Bali, Indonesia	636		10	%
ASPAC Unconsolidated Hospitality Ventures		636	1

Total Full Service Unconsolidated Hospitality Ventures		6,094	15

Select Service Unconsolidated Hospitality Ventures
Hyatt Place Celaya	Celaya, Mexico	145		50	%
Hyatt Place Ciudad del Carmen	Ciudad del Carmen, Mexico	140		50	%
Hyatt Place Denver/Downtown	Denver, CO	248		50	%
Hyatt Place Fair Lawn/Paramus	Fair Lawn, NJ	143		40	%
Hyatt Place La Paz	La Paz, Mexico	151		50	%
Hyatt Place Los Cabos	San Jose del Cabo, Mexico	157		50	%
Hyatt Place Panama City/Downtown	Panama City, Panama	165		29	%
Hyatt Place São José do Rio Preto	São José do Rio Preto, Brazil	152		70	%
Hyatt Place San Juan/City Center	San Juan, Puerto Rico	149		50	%
Hyatt Place Tijuana	Tijuana, Mexico	145		50	%
Hyatt House Boston/Waltham	Waltham, MA	135		40	%
Hyatt House Denver/Downtown	Denver, CO	113		50	%
Total Select Service Unconsolidated Hospitality Ventures		1,843	12

Total Unconsolidated Hospitality Ventures		7,937	27


(1)	Unless otherwise indicated, ownership percentages include both the property and the underlying land.


(2)	Property is accounted for as a capital lease.


(3)	Property is accounted for as an operating lease.


(4)	Our ownership interest in the property is subject to a third-party ground lease on the land.


(5)	We own a 50% interest in the entity that is the operating lessee and it is an unconsolidated hospitality venture.


(6)	We own a 100% interest in the entity that is the operating lessee.


(7)	Our ownership interest is derived through a long leasehold interest in the hotel building, with a nominal annual rental payment.


(8)	The ownership structure is comprised of common and preferred shareholders. We own 100% of the common, voting shares, while 26% of the total outstanding shares are preferred shares owned by independent third parties.

4751

Table of Contents

Below is a summary of our Hyatt managed, franchised, and owned and leased hotels by segment for all periods presented.


	December 31, 2015		December 31, 2014		December 31, 2013		December 31, 2017		December 31, 2016		December 31, 2015
	Properties	Rooms/Units	Properties	Rooms/Units	Properties	Rooms/Units	Properties	Rooms	Properties	Rooms	Properties	Rooms
Americas Management and Franchising
Americas Management and Franchising - Full and Select Service Hotels
Full Service Hotels
Managed	115	60,388	117	61,277	117	61,321	118	61,154	120	60,806	115	60,388
Franchised	40	12,191	34	10,416	33	10,190	52	15,636	46	13,837	40	12,191
Full Service Managed and Franchised	155	72,579	151	71,693	150	71,511
Full Service Hotels							170	76,790	166	74,643	155	72,579
Select Service Hotels
Managed	59	8,329	57	7,995	98	13,256	64	9,137	65	9,237	59	8,329
Franchised	236	32,126	212	28,573	150	20,263	293	40,607	260	35,869	236	32,126
Select Service Managed and Franchised	295	40,455	269	36,568	248	33,519
Select Service Hotels							357	49,744	325	45,106	295	40,455
ASPAC Management and Franchising
Full Service Hotels
Managed	68	24,848	64	23,954	57	21,429	80	29,173	75	27,669	68	24,848
Franchised	3	1,284	2	988	2	988	3	1,286	3	1,286	3	1,284
Full Service Managed and Franchised	71	26,132	66	24,942	59	22,417
Full Service Hotels							83	30,459	78	28,955	71	26,132
Select Service Hotels
Managed	1	144	1	144	—	—	15	2,533	5	826	1	144
Select Service Managed	1	144	1	144	—	—
EAME/SW Asia Management
Select Service Hotels							15	2,533	5	826	1	144
EAME/SW Asia Management and Franchising
Full Service Hotels
Managed	67	18,466	63	16,832	62	16,742	76	20,654	71	19,519	67	18,466
Franchised							2	148	—	—	—	—
Full Service Hotels							78	20,802	71	19,519	67	18,466
Select Service Hotels
Managed	10	1,560	5	926	2	210	14	2,134	11	1,726	10	1,560
Franchised							2	451	1	358	—	—
Select Service Hotels							16	2,585	12	2,084	10	1,560

Total Full and Select Service Hotels							719	182,913	657	171,133	599	159,336

Americas Management and Franchising - All inclusive
All inclusive
Franchised							6	2,401	6	2,401	6	2,401
All inclusive							6	2,401	6	2,401	6	2,401

Corporate and other
Wellness
Managed							3	399	—	—	—	—
Wellness							3	399	—	—	—	—

Total Managed and Franchised	599	159,336	555	151,105	521	144,399	728	185,713	663	173,534	605	161,737

Table of Contents

Included in the summary above are the following owned and leased hotels:


	December 31, 2015		December 31, 2014		December 31, 2013		December 31, 2017		December 31, 2016		December 31, 2015
	Properties	Rooms	Properties	Rooms	Properties	Rooms	Properties	Rooms	Properties	Rooms	Properties	Rooms
Owned and Leased Hotels
Full Service hotels
United States	26	15,415	27	15,914	27	15,498	23	13,641	28	16,012	26	15,415
Other Americas	2	1,112	2	1,112	4	2,102	3	1,548	3	1,548	2	1,112
ASPAC	1	601	1	601	1	601	1	601	1	601	1	601
EAME/SW Asia	10	2,252	10	2,256	11	2,438	9	1,933	9	1,933	10	2,252
Select Service hotels
United States	1	171	2	329	54	7,400	2	320	1	171	1	171
EAME/SW Asia	1	330	1	330	—	—	1	330	1	330	1	330
Total Owned and Leased Hotels	41	19,881	43	20,542	97	28,039
Total Full and Select Service Hotels							39	18,373	43	20,595	41	19,881
Wellness							3	399	—	—	—	—
Total Owned and Leased							42	18,772	43	20,595	41	19,881

The following tables present summarized financial information for all unconsolidated hospitality ventures in which we hold an investment ~~that is~~ accounted for under the equity ~~method.~~method:



	Years Ended December 31,
	2017		2016		2015
Total revenues	$	832	$	1,229	$	1,079
Gross operating profit	289		398		312
Income from continuing operations	54		160		33
Net income	54		160		33

Years Ended December 31,
2015 2014 2013
Total revenues $ 1,079
$ 1,192
$ 978
Gross operating profit 312
329
315
Income from continuing operations 33
31
17
Net income 33
31
17

December 31, 2015 December 31, 2014
Current Assets $ 472
$ 476
Noncurrent Assets 2,877
2,728
Total Assets $ 3,349
$ 3,204

Current Liabilities $ 625
$ 492
Noncurrent Liabilities 1,752
1,708
Total Liabilities $ 2,377
$ 2,200



	December 31, 2017		December 31, 2016
Current assets	$	215	$	443
Noncurrent assets	1,308		2,701
Total assets	$	1,523	$	3,144

Current liabilities	$	156	$	385
Noncurrent liabilities	1,224		2,037
Total liabilities	$	1,380	$	2,422

~~F- 16~~

~~Table of Contents~~

During ~~2015,~~2017, we had the following activity:

~~Joint~~In conjunction with the sale of Avendra, an equity method investment within our Americas management and franchising segment, to Aramark, we received net proceeds of approximately $217 million. We recorded a gain of $217 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

We sold our ownership interest in an equity method investment within our owned and leased hotels segment for which we ~~hold or held an ownership interest,~~received proceeds of $8 million. We recorded a gain of $3 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

Two unconsolidated hospitality ventures, which are classified as equity method investments within our owned and leased hotels segment, sold two Hyatt ~~House Miami Airport~~Place hotels. We received proceeds of $4 million and ~~Hyatt House Atlanta/Cobb Galleria,~~recorded a gain of $3 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

During 2016, we had the following activity:

F- 20

Table of Contents

We purchased our partners' interests in Andaz Maui at Wailea Resort. The transaction was accounted for as a step acquisition, and we recorded a gain of $14 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income. See Note 7 for further discussion of our acquisition.

We sold our ownership interest in an equity method investment within our owned and leased hotels segment for which we received proceeds of ~~$10 million and $6 million, respectively.~~$4 million. We recorded a gain of $8$3 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

Two unconsolidated hospitality ventures, which are classified as equity method investments within our owned and $5leased hotels segment, sold five Hyatt Place hotels, for which we received combined proceeds of $15 million. We recorded gains of $7 million ~~respectively,~~in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

During 2015, we had the following activity:

Unconsolidated hospitality ventures, which are classified as equity method investments within our owned and leased hotels segment, sold two Hyatt Place hotels for which we received proceeds of $16 million. We recorded gains of $13 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

We sold an entity which held an interest in one of our foreign currency denominated equity method investments within our owned and leased hotels segment, for which we received proceeds of $3 million. In connection with the sale, we released $21 million of accumulated foreign currency translation losses ~~which has been recorded~~ to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

During ~~2014, we had the following activity:~~

~~We purchased Hyatt Regency Lost Pines Resort~~2017, 2016, and ~~Spa and adjacent land from a joint venture in which we held an 8.2% interest, for a net purchase price of approximately $164 million. This transaction was accounted for as a step acquisition and~~2015, we recorded ~~a gain of $12~~$3 million, in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income in our owned and leased hotels segment. See Note 7 for further discussion of our acquisition.

Joint ventures in which we held an ownership interest and which were classified as equity method investments within our owned and leased hotels segment, sold the following hotels to third parties, resulting in deferred gains that are being amortized over the term of the management agreements in management and franchise fees within the Americas management and franchising segment:

~~Hyatt Place Houston/Sugar Land, for which we received proceeds of $12~~$9 million, and ~~recorded a deferred gain of $10 million; and~~

~~Hyatt Regency DFW International Airport and another building, for which we received proceeds of $19 million and recorded a deferred gain of $18 million.~~

~~Joint ventures~~$0, respectively, in which we held an ownership interest and which were classified as equity method investments within our owned and leased hotels segment, sold the following hotels to third parties, resulting in gains being recorded to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income:

~~Hyatt Place Coconut Point, for which we received proceeds of $5 million and recorded a gain of $2 million; and~~

~~Hyatt Place Austin Downtown, for which we received proceeds of $28 million and we recorded a gain of $20 million.~~

~~During 2013, we had the following activity:~~

~~We recorded income from cost method investments of $50 million in other income (loss), net on our consolidated statements of income. We received a return of our $63 million investment and a~~ ~~$30 million~~ return on our preferred equity interest in a joint venture that owned Hyatt Regency New Orleans. Additionally, our partner in the joint venture executed its option to purchase our residual common investment interest in the venture resulting in a $20 million distribution (see Note 20).~~The investment was included in our owned and leased hotels segment. We continue to manage the property under the existing management agreement; and~~

A joint venture in which we held an interest and classified as an equity method investment within our owned and leased hotels segment, sold the hotel it owned and dissolved the venture. As a result of this transaction, we received a ~~$5 million~~ distribution, which was recorded as a deferred gain and is being amortized over the remaining term of our management agreement in management and franchise fees within the Americas management and franchising segment.

~~During~~ ~~2015~~, ~~2014~~ ~~and~~ ~~2013~~ ~~we recorded $0,~~ ~~$3 million~~ ~~and~~ ~~$3 million~~ ~~in total~~ impairment charges in equity earnings (losses) from unconsolidated hospitality ~~ventures, respectively.~~ventures. The impairment charges in ~~2014~~2017 relate to ~~two~~one unconsolidated hospitality venture ~~properties~~which is accounted for as an equity method investment. The impairment charges in 2016 relate to four unconsolidated hospitality ventures which are accounted for as equity method investments. The impairment charges in 2013 relate to three equity method investments, two hospitality ventures for which we recorded total impairment charges of $2 million and one that related to a vacation ownership business for which we recorded an impairment charge of $1 million.

~~F- 17~~

~~Table of Contents~~

4.4. MARKETABLE SECURITIES

We hold marketable securities to fund certain operating programs and for investment purposes. WeAdditionally, we periodically transfer available cash and cash equivalents to ~~time deposits, highly liquid and transparent commercial paper, corporate notes and bonds, and U.S. government obligations and obligations of other government agencies~~purchase marketable securities for investment purposes.

F- 21

Table of Contents

Marketable Securities Held to Fund Operating Programs—~~At December 31, 2015 and December 31, 2014, total marketable~~Marketable securities held to fund operating programs, which are recorded at fair value and included on ~~the~~our consolidated balance sheets, were as follows:

December 31, 2015 December 31, 2014
Marketable securities held by the Hyatt Gold Passport Fund (Note 2) $ 384
$ 357
Marketable securities held to fund deferred compensation plans (Note 12) 333
341
Marketable securities held to fund our captive insurance company 82
—
Total marketable securities held to fund operating programs $ 799
$ 698
Less current portion of marketable securities held for operating programs included in cash and cash equivalents, short-term investments, and prepaids and other assets (121 ) (73 )
Marketable securities held to fund operating programs included in other assets $ 678
$ 625



	December 31, 2017			December 31, 2016
Loyalty program (Note 2)	$	403		$	394
Deferred compensation plans held in rabbi trusts (Note 11)	402			352
Captive insurance companies	111			65
Total marketable securities held to fund operating programs	$	916		$	811
Less current portion of marketable securities held to fund operating programs included in cash and cash equivalents, short-term investments, and prepaids and other assets	(156		)	(109		)
Marketable securities held to fund operating programs included in other assets	$	760		$	702

Net gains and interest income from marketable securities held to fund operating programs on ~~the~~our consolidated statements of income ~~includes~~included realized and unrealized gains ~~(losses)~~and losses and interest income ~~net~~ related to the following:

Years Ended December 31,
2015 2014 2013
Hyatt Gold Passport Fund $ 1
$ 3
$ (1 )
Deferred compensation plans 3
12
35
Total net gains and interest income from marketable securities held to fund operating programs $ 4
$ 15
$ 34



	Years Ended December 31,
	2017		2016		2015
Loyalty program	$	2	$	2	$	1
Deferred compensation plans held in rabbi trusts	45		17		3
Total net gains and interest income from marketable securities held to fund operating programs	$	47	$	19	$	4

~~During 2015, we invested cash and cash equivalents related to our~~Our captive insurance ~~company in~~companies hold marketable securities which ~~have been~~are classified as AFS debt securities and are invested in U.S. government agencies, time deposits, and corporate debt securities. We ~~have classified~~classify these investments as current or long-term, based on their contractual maturity dates, which range from ~~2016~~2018 through ~~2020. During 2015, we recorded insignificant unrealized gains (losses), net related to these AFS securities on the consolidated statements of comprehensive income (loss).~~2022.

Marketable Securities Held for Investment Purposes—At ~~December 31, 2015~~ ~~and December 31, 2014, our total marketable~~Marketable securities held for investment purposes, which are recorded at fair value and included on ~~the~~our consolidated balance sheets, were as follows:



	December 31, 2017			December 31, 2016
Interest bearing money market funds	$	26		$	106
Time deposits	37			45
Preferred shares	—			290
Common shares	131			—
Total marketable securities held for investment purposes	$	194		$	441
Less current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments	(63		)	(151		)
Marketable securities held for investment purposes included in other assets	$	131		$	290

Preferred shares—During the year ended December 31, 2013, we invested $271 million in Playa for convertible redeemable preferred shares which were classified as an AFS debt security. The fair value of the preferred shares was:

December 31, 2015 December 31, 2014
Interest bearing money market funds $ 5
$ 51
Time deposits 30
130
Preferred shares 335
280



	2017			2016
Fair value at January 1	$	290		$	335
Gross unrealized gains	—			19
Gross unrealized losses	(54		)	(29		)
Realized losses	(40		)	(6		)
Interest income	94			12
Cash redemption	(290		)	(41		)
Fair value at December 31	$	—		$	290

In October 2016, Playa redeemed 3,458,530 of our preferred shares plus accrued and unpaid paid in kind ("PIK") dividends thereon for $41 million.

F- 1822

Table of Contents

In March 2017, Playa completed a business combination with Pace Holdings Corporation ("Pace"), and our preferred shares plus accrued and unpaid PIK dividends were redeemed in full for $290 million. Upon redemption, we recorded $94 million of interest income and $40 million of realized losses in other income (loss), net on our consolidated statements of income. The realized losses were the result of a difference between the fair value of the initial investment and the contractual redemption price of $8.40 per share.

Prior to the redemption, the preferred shares were classified as a Level Three fair value measurement. At December 31, 2016, as a result of Playa's potential Pace business combination or potential future Playa IPO, we utilized a hybrid of the option-pricing model and the probability-weighted expected return method, to estimate the fair value of Playa's preferred shares. The hybrid model included various scenarios, such as the successful completion of the Pace business combination, potential future Playa IPO with assumptions around conversion and redemption, as well as a scenario using the option-pricing model. We assigned a probability to each scenario to arrive at the estimated fair value at December 31, 2016. Our scenarios included assumptions regarding (i) the successful completion of the Pace business combination, (ii) a potential range of IPO prices and size of the offering, and (iii) conversion of up to $50 million of our preferred shares into common shares of Playa. The option-pricing model scenario included assumptions regarding the expected term, risk-free interest rate over the expected term, volatility, dividend yield, and enterprise value. Financial forecasts were used in the computation of the enterprise value using the income approach, based on assumed revenue growth rates and operating margin levels. The risks associated with achieving these forecasts were assessed in selecting the appropriate weighted-average cost of capital.

The option-pricing scenarios included various assumptions as follows:



	December 31, 2016
Expected term	1 year
Risk-free interest rate	0.85	%
Volatility	46.5	%
Dividend yield	12.0	%

Common shares—Prior to the Playa business combination, we accounted for our common share investment in Playa as an equity method investment. As a result of the Playa business combination, Playa N.V. is publicly traded on the NASDAQ and our ownership percentage was diluted to 11.57%. As we no longer have the ability to significantly influence Playa N.V., our investment was recharacterized as an AFS equity security in March 2017. The fair value of the common shares is classified as Level One in the fair value hierarchy as we are able to obtain market available pricing information. The remeasurement of our investment at fair value resulted in unrealized gains recorded in other comprehensive income of $112 million at December 31, 2017. In conjunction with the Playa business combination, we also received 1,738,806 of founders' warrants to purchase 579,602 additional shares of Playa N.V.'s common stock and 237,110 of earn-out warrants. During the year ended December 31, 2017, we completed a non-cash exchange of the founders' warrants for additional common shares in Playa N.V.

HTM Debt Securities—At December 31, 2017 and December 31, 2016, we had investments in HTM debt securities of $47 million and $27 million, respectively, which are investments in third-party entities that own certain of our hotels and are recorded within other assets in our consolidated balance sheets. The securities are mandatorily redeemable between 2020 and 2025. The amortized cost of our investments approximate fair value. We estimated the fair value of our investments using internally developed discounted cash flow models based on current market inputs for similar types of arrangements. Based upon the lack of available market data, our investments are classified as Level Three within the fair value hierarchy. The primary sensitivity in these calculations is based on the selection of appropriate discount rates. Fluctuations in these assumptions could result in different estimates of fair value.

F- 23

Table of Contents

Fair Value—~~As of December 31, 2015 and December 31, 2014, we had~~We measured the following financial assets ~~measured~~ at fair value on a recurring ~~basis (see Note~~ 2 ~~for definitions of fair value and the three levels of the fair value hierarchy):~~basis:


	December 31, 2015		Cash and Cash Equivalents		Short-term Investments		Prepaids and Other Assets		Other Assets		December 31, 2017		Cash and cash equivalents		Short-term investments		Prepaids and other assets		Other assets
Level One - Quoted Prices in Active Markets for Identical Assets
Interest bearing money market funds	$	18	$	18	$	—	$	—	$	—	$	75	$	75	$	—	$	—	$	—
Mutual funds	333		—		—		—		333		402		—		—		—		402
Common Shares											131		—		—		—		131
Level Two - Significant Other Observable Inputs
Time deposits	45		—		38		—		7		50		—		39		—		11
U.S. government obligations	131		—		—		32		99		158		—		—		38		120
U.S. government agencies	83		—		6		10		67		47		—		2		7		38
Corporate debt securities	168		—		2		36		130		179		—		8		33		138
Mortgage-backed securities	26		—		—		6		20		25		—		—		6		19
Asset-backed securities	27		—		—		7		20		40		—		—		10		30
Municipal and provincial notes and bonds	3		—		—		1		2		3		—		—		1		2
Level Three - Significant Unobservable Inputs
Preferred Shares	335		—		—		—		335
Total	$	1,169	$	18	$	46	$	92	$	1,013	$	1,110	$	75	$	49	$	95	$	891



Delaware	20-1480589
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
~~71 South Wacker Drive,~~150 North Riverside Plaza ~~12th~~8th Floor, Chicago, Illinois	60606
(Address of Principal Executive Offices)	(Zip Code)



Title of Each Class	Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value	New York Stock Exchange



Large accelerated filer þ	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	Emerging growth company ¨



	PART I

	Disclosure Regarding Forward-Looking Statements	1
Item 1.	Business	4
Item 1A.	Risk Factors	2223
Item 1B.	Unresolved Staff Comments	4347
Item 2.	Properties	4448
Item 3.	Legal Proceedings	4953
Item 4.	Mine Safety Disclosures	4953
	Executive Officers of the Registrant	5054

	PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	5357
Item 6.	Selected Financial Data	5660
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5762
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	9195
Item 8.	Financial Statements and Supplementary Data	9196
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	9196
Item 9A.	Controls and Procedures	9297
Item 9B.	Other Information	9297

	PART III

Item 10.	Directors, Executive Officers, and Corporate Governance	9398
Item 11.	Executive Compensation	9398
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9398
Item 13.	Certain Relationships and Related Transactions, and Director Independence	9499
Item 14.	Principal Accountant Fees and Services	95100

	PART IV

Item 15.	Exhibits and Financial Statement Schedule	96101
Item 16.	Form 10-K Summary	101

Signatures		97102


Brand	Segment	Customer Base	December 31, 2015 Rooms/Units (1)				Primary Selected Competitors	Key Locations	Segment	Customer Base	December 31, 2017 Rooms (1)				Primary Selected Competitors	Key Locations
Brand	Segment	Customer Base	% of our Total Portfolio	Americas Region	ASPAC Region	EAME/SW Asia Region	Primary Selected Competitors	Key Locations	Segment	Customer Base	% of Our Managed and Franchised Properties (1)	Americas Region	ASPAC Region	EAME/SW Asia Region	Primary Selected Competitors	Key Locations
	Full Service/ Luxury	Individual business and leisure travelers; small meetings	4%	1,839	2,883	2,486	Four Seasons, Ritz-Carlton, Peninsula, St. Regis, Mandarin Oriental	Buenos Aires, Dubai, Paris, New York, Shanghai, Sydney, Washington D.C.	Full Service/ Luxury	Individual business and leisure travelers; small meetings	4%	1,622	3,342	2,630	Four Seasons, Ritz-Carlton, Peninsula, St. Regis, Mandarin Oriental	Bangkok, Buenos Aires, Chicago, Dubai, New York, Paris, Shanghai, Sydney, Washington D.C.
	Full Service/ Upper Upscale	Individual business and leisure travelers; large and small meetings, social events	15%	9,338	11,571	3,484	Mandarin Oriental, Shangri-La, InterContinental, Fairmont	Beijing, Berlin, Dubai, Hong Kong, New York, Tokyo	Wellness	Individual leisure travelers	<1%	399	—	—	Cal-a-vie, Canyon Ranch, Golden Door	Tucson
	Full Service/ Upper Upscale	Individual business and leisure travelers; small meetings	1%	1,580	470	389	W, Mondrian, The Standard	Amsterdam, London, Los Angeles, Maui, New York, Shanghai, Tokyo	Full Service/ Luxury	Individual business and leisure travelers; large and small meetings, social events	14%	11,259	12,585	3,493	Mandarin Oriental, Shangri-La, InterContinental, Fairmont	Beijing, Berlin, Dubai, Hong Kong, Nassau, New York, Rio de Janeiro, Tokyo
	Full Service/ Upper Upscale	Conventions, business and leisure travelers; large and small meetings, social events; associations	46%	53,670	10,846	10,606	Marriott, Sheraton, Hilton, Renaissance, Westin	Boston, Delhi, London, Los Angeles, Mexico City, Orlando, San Francisco	Full Service/ Upper-Upscale	Conventions, business and leisure travelers; large and small meetings, social events; associations	43%	55,554	13,357	12,084	Marriott, Sheraton, Hilton, Renaissance, Westin	Boston, Delhi, London, Los Angeles, Mexico City, Orlando, San Francisco
	Full Service/ Upper Upscale	Business and leisure travelers; small meetings	<1%	708	—	—	Canopy, Kimpton, Renaissance, Joie de Vivre, independent and boutique hotels	Chicago, Long Beach, Miami, Park City	Full Service/ Upper-Upscale	Business and leisure travelers; small meetings	2%	1,681	363	1,321	Marriott, Hilton, InterContinental, Westin, independent and boutique hotels	Abu Dhabi, New York, Seattle
	Full Service/ Upper Upscale	Business and leisure travelers; small meetings	4%	5,444	362	1,501	Marriott, Hilton, InterContinental, Westin, independent and boutique hotels	Abu Dhabi, New York, San Francisco, Seattle, Key West	Full Service/ Luxury	Individual business and leisure travelers; small meetings	2%	2,196	812	790	W, Mondrian, The Standard	Amsterdam, London, Los Angeles, Maui, New York, Shanghai, Singapore, Tokyo
	Select Service/ Upscale	Individual business and leisure travelers; small meetings	20%	31,303	144	1,560	Courtyard by Marriott, Hilton Garden Inn	Atlanta, Dallas, Dubai, Houston, Miami, Phoenix, Santiago	Full Service/ Upper-Upscale	Business and leisure travelers; small meetings	2%	3,346	—	307	Canopy, Kimpton, Renaissance, Joie de Vivre, independent and boutique hotels	Chicago, Long Beach, Madrid, Miami, Montevideo, New York, Park City
	Select Service/ Extended Stay	Extended stay guests; individual business and leisure travelers; families; small meetings/trainings	6%	9,152	—	—	Residence Inn by Marriott, Homewood Suites	Austin, Boston, Dallas, Miami, San Francisco	Full Service/ Upper-Upscale	Individual business and leisure travelers; small meetings	1%	1,132	—	177	Autograph Collection, Luxury Collection, Curio, Tribute Portfolio	Austin, Carmelo, Miami Beach, Paris, Phoenix
	All Inclusive	Leisure travelers; families; small meetings	1%	1,860	—	—	Club Med, Sandals, Beaches	San Jose del Cabo, Puerto Vallarta and Cancun, Mexico; Rose Hall, Jamaica;	Select Service/ Upscale	Individual business and leisure travelers; small meetings	22%	38,014	2,091	2,325	Courtyard by Marriott, Hilton Garden Inn	Atlanta, Chicago, Dallas, Dubai, Houston, London, Miami, Phoenix, Santiago
	All Inclusive	Leisure travelers; adult-only; small meetings	<1%	541	—	—	Club Med, Sandals, Beaches	Cancun, Mexico; Rose Hall, Jamaica
	Vacation Ownership/ Branded Residential	Owners of vacation units, repeat Hyatt business and leisure guests	2%	1,185	470	1,533	Hilton Vacation Club, Marriott Vacation Club, Starwood Vacation Ownership	Aspen, Beaver Creek, Beijing, Carmel, Danang Dubai, Key West, Maui, Park City


þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	Assuming no renewal options are exercised by either party:	Including exercise of extension options that are in Hyatt's sole ~~discretion and assuming in certain cases that financial performance tests have been met:~~discretion:
Full service management agreements:
Americas	13 years	21 years
EAME/SW Asia	1516 years	2220 years
ASPAC	1413 years	1514 years

Select service management agreements:
Americas	1413 years	3029 years
EAME/SW Asia	2321 years	4034 years
ASPAC	1918 years	2926 years



Name	Age	Position
Thomas J. Pritzker	6567	Executive Chairman of the Board
Mark S. Hoplamazian	5254	President, Chief Executive Officer and Director (Principal Executive Officer)
~~Atish Shah~~Patrick J. Grismer	4256	~~Senior~~Executive Vice President, ~~Interim~~ Chief Financial Officer (Principal Financial Officer)
~~Stephen G. Haggerty~~Maryam Banikarim	49	Executive Vice President, Global Chief Marketing Officer
Margaret C. Egan	48	Executive Vice President, ~~Global Head of Capital Strategy, Franchising~~General Counsel and ~~Select Service~~Secretary
H. Charles Floyd	5658	Executive Vice President, Global President of Operations
Peter Fulton	60	Executive Vice President, Group President—EAME/SW Asia
Malaika L. Myers	50	Executive Vice President, Chief Human Resources Officer
Peter J. Sears	5153	Executive Vice President, Group President—Americas
David Udell	5557	Executive Vice President, Group President—ASPAC
~~Peter Fulton~~Mark R. Vondrasek	58	~~Executive Vice President, Group President—EAME/SW Asia~~
~~Rena Hozore Reiss~~	56	~~Executive Vice President, General Counsel and Secretary~~
~~Robert W. K. Webb~~	59	~~Executive Vice President, Chief Human Resources Officer~~
~~Maryam Banikarim~~	4750	Executive Vice President, Global ~~Chief Marketing Officer~~Head of Loyalty and New Business Platforms


Fiscal Year end December 31, 2014	High	Low
Fiscal Year end December 31, 2017			High	Low
First Quarter	$54.99	$45.73	$57.46	$50.21
Second Quarter	$61.97	$51.77	$59.30	$52.72
Third Quarter	$64.52	$56.57	$62.08	$54.38
Fourth Quarter	$62.48	$54.08	$74.32	$60.23

Fiscal Year end December 31, 2015
Fiscal Year end December 31, 2016
First Quarter	$61.99	$55.03	$49.82	$34.06
Second Quarter	$60.35	$56.00	$50.94	$44.30
Third Quarter	$59.94	$45.71	$54.82	$47.85
Fourth Quarter	$54.00	$46.64	$58.05	$47.96


	12/31/2010	12/31/2011	12/31/2012	12/31/2013	12/31/2014	12/31/2015	12/31/2012	12/31/2013	12/31/2014	12/31/2015	12/31/2016	12/31/2017
Hyatt Hotels Corporation	100.0	82.3	84.3	108.1	131.6	102.8	100.0	128.2	156.1	121.9	143.3	190.7
S&P 500	100.0	102.1	118.4	156.7	178.1	180.6	100.0	132.4	150.4	152.5	170.7	207.9
Russell 1000 Hotel	100.0	89.8	109.2	161.2	181.0	152.0	100.0	147.7	165.7	139.2	175.8	281.5



	Total Number of Shares Purchased (1)	Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Program
October 1 to October 31, 2015	985,308	$	49.07	985,308	$	256,818,662
November 1 to November 30, 2015	983,251	50.16		983,251	$	207,500,534
December 1 to December 31, 2015	1,616,789	48.49		1,616,789	$	129,096,203
Total	3,585,348	$	49.11	3,585,348


(in millions, except per share data)	Year Ended December 31,
(in millions, except per share data)	2015		2014			2013		2012		2011
												Year Ended December 31,
												2017			2016		2015		2014			2013
Consolidated statements of income data:
Owned and leased hotels	$	2,079	$	2,246		$	2,142	$	2,021	$	1,879	$	2,192		$	2,108	$	2,079	$	2,246		$	2,142
Management and franchise fees	427		387			342		307		288		505			448		427		387			342
Other revenues	36		75			78		78		66		70			40		36		75			78
Other revenues from managed properties (1)	1,786		1,707			1,622		1,543		1,465
Other revenues from managed and franchised properties (1)												1,918			1,833		1,786		1,707			1,622
Total revenues	4,328		4,415			4,184		3,949		3,698		4,685			4,429		4,328		4,415			4,184
Direct and selling, general, and administrative expenses	4,005		4,136			3,951		3,790		3,545		4,383			4,130		4,005		4,136			3,951
Income from continuing operations	124		346			205		87		111		250			204		124		346			205
Net (income) loss attributable to noncontrolling interests	—		(2		)	2		1		2
Net (income) loss and accretion attributable to noncontrolling interests												(1		)	—		—		(2		)	2
Net income attributable to Hyatt Hotels Corporation	124		344			207		88		113		249			204		124		344			207
Income from continuing operations per common share - basic	$	0.87	$	2.26		$	1.29	$	0.53	$	0.66	$	2.00		$	1.53	$	0.87	$	2.26		$	1.29
Income from continuing operations per common share - diluted	$	0.86	$	2.24		$	1.29	$	0.53	$	0.66	$	1.98		$	1.52	$	0.86	$	2.24		$	1.29



(in millions)	As of December 31,
(in millions)	2015		2014		2013		2012		2011
Consolidated balance sheet data:
Cash and cash equivalents	$	457	$	685	$	454	$	413	$	534
Total current assets	1,124		1,709		1,163		1,758		1,591
Property and equipment, net	4,031		4,186		4,671		4,139		4,043
Intangibles, net	547		552		591		388		359
Total assets	7,596		8,143		8,177		7,630		7,497
Total current liabilities	1,107		730		871		618		568
Long-term debt	1,047		1,381		1,289		1,229		1,221
Other long-term liabilities	1,447		1,401		1,240		962		890
Total liabilities	3,601		3,512		3,400		2,809		2,679
Total stockholders’ equity	3,991		4,627		4,769		4,811		4,808
Total liabilities and equity	$	7,596	$	8,143	$	8,177	$	7,630	$	7,497



	At December 31,
	2017		2016		2015		2014		2013
Consolidated balance sheet data:
Cash and cash equivalents	$	503	$	482	$	457	$	685	$	454
Total current assets	1,327		1,139		1,124		1,709		1,163
Property and equipment, net	4,034		4,270		4,031		4,186		4,671
Intangibles, net	683		599		547		552		591
Total assets	7,672		7,749		7,591		8,137		8,170
Total current liabilities	966		924		1,107		730		871
Long-term debt	1,440		1,445		1,042		1,375		1,282
Other long-term liabilities	1,725		1,472		1,447		1,401		1,240
Total liabilities	4,131		3,841		3,596		3,506		3,393
Total stockholders’ equity	3,525		3,903		3,991		4,627		4,769
Total liabilities, redeemable noncontrolling interest, and equity	$	7,672	$	7,749	$	7,591	$	8,137	$	8,170



(Comparable locations)		RevPAR
		Year Ended December 31,
	Number of comparable hotels (1)	2017		2016		Change		Change (in constant $)
Systemwide hotels	589	$	137	$	133	3.3	%	3.3	%
Owned and leased hotels	35	$	176	$	174	1.0	%	0.9	%
Americas full service hotels	150	$	155	$	151	2.4	%	2.4	%
Americas select service hotels	296	$	108	$	105	2.9	%	2.9	%
ASPAC full service hotels	69	$	148	$	140	5.4	%	5.8	%
EAME/SW Asia full service hotels	63	$	123	$	117	4.5	%	3.9	%
EAME/SW Asia select service hotels	10	$	71	$	63	12.0	%	10.3	%



(In millions, except percentages)	Year Ended December 31,
(In millions, except percentages)	2015			2014			2013			Better / (Worse) 2015 vs 2014					Better / (Worse) 2014 vs 2013
REVENUES:
Owned and leased hotels	$	2,079		$	2,246		$	2,142		$	(167	)	(7.4	)%	$	104		4.9	%
Management and franchise fees	427			387			342			40			10.3	%	45			13.2	%
Other revenues	36			75			78			(39		)	(52.0	)%	(3		)	(3.8	)%
Other revenues from managed properties	1,786			1,707			1,622			79			4.6	%	85			5.2	%
Total revenues	4,328			4,415			4,184			(87		)	(2.0	)%	231			5.5	%
DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
Owned and leased hotels	1,562			1,691			1,629			129			7.6	%	(62		)	(3.8	)%
Depreciation and amortization	320			354			345			34			9.6	%	(9		)	(2.6	)%
Other direct costs	29			35			32			6			17.1	%	(3		)	(9.4	)%
Selling, general, and administrative	308			349			323			41			11.7	%	(26		)	(8.0	)%
Other costs from managed properties	1,786			1,707			1,622			(79		)	(4.6	)%	(85		)	(5.2	)%
Direct and selling, general, and administrative expenses	4,005			4,136			3,951			131			3.2	%	(185		)	(4.7	)%
Net gains and interest income from marketable securities held to fund operating programs	4			15			34			(11		)	(73.3	)%	(19		)	(55.9	)%
Equity earnings (losses) from unconsolidated hospitality ventures	(64		)	25			(1		)	(89		)	(356.0	)%	26			2,600.0	%
Interest expense	(68		)	(71		)	(65		)	3			4.2	%	(6		)	(9.2	)%
Gains on sales of real estate and other	9			311			125			(302		)	(97.1	)%	186			148.8	%
Asset impairments	(5		)	(17		)	(22		)	12			70.6	%	5			22.7	%
Other income (loss), net	(5		)	(17		)	17			12			70.6	%	(34		)	(200.0	)%
INCOME BEFORE INCOME TAXES	194			525			321			(331		)	(63.0	)%	204			63.6	%
PROVISION FOR INCOME TAXES	(70		)	(179		)	(116		)	109			60.9	%	(63		)	(54.3	)%
NET INCOME	124			346			205			(222		)	(64.2	)%	141			68.8	%
NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			(2		)	2			2			100.0	%	(4		)	(200.0	)%
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION	$	124		$	344		$	207		$	(220	)	(64.0	)%	$	137		66.2	%



	Year Ended December 31,
	RevPAR								Occupancy						ADR
	2017		2016		Better / (Worse)		Better / (Worse) Constant $		2017		2016		Change in Occ % pts		2017		2016		Better / (Worse)		Better / (Worse) Constant $
Comparable owned and leased hotels	$	176	$	174	1.0	%	0.9	%	76.7	%	76.9	%	(0.2	)%	$	229	$	226	1.3	%	1.2	%


	Year Ended December 31,															Year Ended December 31,
(in millions except percentages)	2015		2014		2013		Better / (Worse) 2015 vs 2014					Better / (Worse) 2014 vs 2013
																2017		2016		2015		Better / (Worse) 2017 vs 2016					Better / (Worse) 2016 vs 2015
Owned and leased hotels Adjusted EBITDA	$	413	$	442	$	403	$	(29	)	(6.6	)%	$	39	9.7	%	$	417	$	416	$	413	$	1		0.2	%	$	3	0.7	%
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA	80		80		68		—			—	%	12		17.6	%	73		100		80		(27		)	(28.0	)%	20		25.0	%
Segment Adjusted EBITDA	$	493	$	522	$	471	$	(29	)	(5.6	)%	$	51	10.8	%	$	490	$	516	$	493	$	(26	)	(5.3	)%	$	23	4.7	%



(Comparable Systemwide Hotels)	Year Ended December 31,
	RevPAR								Occupancy						ADR
	2017		2016		Better / (Worse)		Better / (Worse) Constant $		2017		2016		Change in Occ % pts		2017		2016		Better / (Worse)		Better / (Worse) Constant $
Americas full service	$	155	$	151	2.4	%	2.4	%	75.8	%	75.3	%	0.5	%	$	204	$	201	1.7	%	1.7	%
Americas select service	$	108	$	105	2.9	%	2.9	%	78.4	%	77.3	%	1.1	%	$	137	$	135	1.5	%	1.5	%



Description	Principal Amount (in millions)
3.875% Senior Notes due 2016	$	250
6.875% Senior Notes due 2019	196
5.375% Senior Notes due 2021	250
3.375% Senior Notes due 2023	350
Total	$	1,046



Description	Principal amount
2019 Notes	$	196
2021 Notes	250
2023 Notes	350
2026 Notes	400
Total	$	1,196


(dollars in millions)			Payments Due by Period
(dollars in millions)	Total		2016		2017		2018		2019		2020		Thereafter
																	Payments Due by Period
															Total		2018		2019		2020		2021		2022		Thereafter
Debt (1)	$	1,776	$	393	$	66	$	65	$	260	$	50	$	942	$	1,934	$	83	$	278	$	68	$	318	$	54	$	1,133
Capital lease obligations (1)	21		3		2		2		2		2		10		17		2		2		2		2		2		7
Operating lease obligations	653		41		39		33		38		28		474		629		36		42		39		36		35		441
Purchase obligations	59		57		2		—		—		—		—		37		37		—		—		—		—		—
Other long-term liabilities (2)	357		2		2		2		1		1		349		425		2		2		1		1		1		418
Total contractual obligations	$	2,866	$	496	$	111	$	102	$	301	$	81	$	1,775	$	3,042	$	160	$	324	$	110	$	357	$	92	$	1,999


(1)	Includes principal ~~as well as~~and interest ~~payments. Assumes~~payments; assumes constant foreign exchange rates ~~as of~~at December 31, ~~2015~~2017 for floating rate debt and international debt.


(2)	Primarily consists of deferred compensation plan ~~liabilities. Excludes $127~~liabilities; excludes $107 million in long-term tax positions due to the uncertainty related to the timing of the reversal of those ~~positions.~~positions.



(dollars in millions)			Amount of Guarantee Commitments Expiration by Period
(dollars in millions)	Total Amounts Committed		2016		2017		2018		2019		2020		Thereafter
Performance guarantees (1)	$	400	$	—	$	—	$	—	$	—	$	385	$	15
Debt repayment guarantees (2)	391		63		35		25		23		245		—
Total guarantee commitments	$	791	$	63	$	35	$	25	$	23	$	630	$	15


(1)	Consists of contractual agreements with third-party owners which require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels.



(dollars in millions)			Amount of Investment Commitments Expected Funding by Period
(dollars in millions)	Total Amounts Committed		2016		2017		2018		2019		2020		Thereafter
Investment commitments	$	149	$	85	$	39	$	5	$	6	$	1	$	13



	Maturities by period
	2018		2019		2020		2021		2022		Thereafter		Total carrying amount			Total fair value
Fixed-rate debt (1)	$	4	$	200	$	5	$	255	$	5	$	913	$	1,382		$	1,459
Average interest rate (2)													4.88		%
Floating-rate debt (3)	$	5	$	5	$	6	$	6	$	6	$	42	$	70		$	87
Average interest rate (2)													7.94		%


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Plan category							Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
Equity Compensation Plans Approved by Security Holders	5,600,663	(1)	$47.58	(2)	6,626,178	(3)	5,409,593	(1)	$47.07	(2)	4,751,206	(3)
Equity Compensation Plans Not Approved by Security Holders	—		—		1,469,195	(4)	—		—		1,469,195	(4)
Total	5,600,663		$47.58		8,095,373		5,409,593		$47.07		6,220,401



	Page
Management's Report on Internal Control Over Financial Reporting	F- 1
Report of Independent Registered Public Accounting Firm	F- 2
Report of Independent Registered Public Accounting Firm	F- 3
Consolidated Statements of Income for the Years Ended December 31, ~~2015,~~2017, December 31, ~~2014~~2016, and December 31, ~~2013~~2015	F- 4
Consolidated Statements of Comprehensive Income for the Years Ended December 31, ~~2015,~~2017, December 31, ~~2014~~2016, and December 31, ~~2013~~2015	F- 5
Consolidated Balance Sheets as of December 31, ~~2015~~2017 and December 31, ~~2014~~2016	F- 6
Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2015,~~2017, December 31, ~~2014~~2016, and December 31, ~~2013~~2015	F- 7
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, ~~2015,~~2017, December 31, ~~2014~~2016, and December 31, ~~2013~~2015	F- 9
Notes to Consolidated Financial Statements	F- 10



	Page
Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, ~~2015,~~2017, December 31, ~~2014~~2016, and December 31, ~~2013~~2015	SCHII-1



	HYATT HOTELS CORPORATION

	By:	/s/ Mark S. Hoplamazian
		Mark S. Hoplamazian
		President and Chief Executive Officer

Date: February ~~18, 2016~~15, 2018



Signature	Titles	Date

/s/ Mark S. Hoplamazian	President, Chief Executive Officer and Director (Principal Executive Officer)	February ~~18, 2016~~15, 2018
Mark S. Hoplamazian		February ~~18, 2016~~15, 2018
/s/ ~~Atish Shah~~Patrick J. Grismer	~~Senior~~Executive Vice President, ~~Interim~~ Chief Financial Officer (Principal Financial Officer)	February ~~18, 2016~~15, 2018
~~Atish Shah~~Patrick J. Grismer		February ~~18, 2016~~15, 2018
/s/ ~~Bradley O'Bryan~~Elizabeth M. Bauer	Senior Vice President, Corporate Controller (Principal Accounting Officer)	February ~~18, 2016~~15, 2018
~~Bradley O'Bryan~~Elizabeth M. Bauer		February ~~18, 2016~~15, 2018
/s/ Thomas J. Pritzker	Executive Chairman of the Board	February ~~18, 2016~~15, 2018
Thomas J. Pritzker		February ~~18, 2016~~15, 2018
/s/ Paul D. Ballew	Director	February 15, 2018
Paul D. Ballew		February 15, 2018
/s/ Richard A. Friedman	Director	February ~~18, 2016~~15, 2018
Richard A. Friedman		February ~~18, 2016~~15, 2018
/s/ Susan D. Kronick	Director	February ~~18, 2016~~15, 2018
Susan D. Kronick		February ~~18, 2016~~15, 2018
/s/ Mackey J. McDonald	Director	February ~~18, 2016~~15, 2018
Mackey J. McDonald		February ~~18, 2016~~15, 2018
/s/ Cary D. McMillan	Director	February ~~18, 2016~~15, 2018
Cary D. McMillan		February ~~18, 2016~~15, 2018
/s/ Pamela M. Nicholson	Director	February ~~18, 2016~~15, 2018
Pamela M. Nicholson		February ~~18, 2016~~15, 2018
/s/ Jason Pritzker	Director	February ~~18, 2016~~15, 2018
Jason Pritzker		February ~~18, 2016~~15, 2018
/s/ Michael A. Rocca	Director	February ~~18, 2016~~15, 2018
Michael A. Rocca		February ~~18, 2016~~15, 2018
/s/ Richard C. Tuttle	Director	February ~~18, 2016~~15, 2018
Richard C. Tuttle		February ~~18, 2016~~15, 2018
/s/ James H. Wooten, Jr.	Director	February ~~18, 2016~~15, 2018
James H. Wooten, Jr.		February ~~18, 2016~~15, 2018
~~/s/ William Wrigley, Jr.~~	~~Director~~	~~February 18, 2016~~
~~William Wrigley, Jr.~~		~~February 18, 2016~~


	Total			Common Stock Amount			Additional Paid-in Capital			Retained Earnings		Treasury Stock Amount			Accumulated Other Comprehensive Loss			Noncontrolling Interests in Consolidated Subsidiaries			Total			Common Stock Amount			Additional Paid-in Capital			Retained Earnings		Treasury Stock Amount			Accumulated Other Comprehensive Loss			Noncontrolling Interests in Consolidated Subsidiaries
BALANCE—January 1, 2013	$	4,821		$	2		$	3,263		$	1,614	$	(1	)	$	(67	)	$	10
BALANCE—January 1, 2015																					$	4,631		$	2		$	2,621		$	2,165	$	(1	)	$	(160	)	$	4
Total comprehensive income	204			—			—			207		—			(1		)	(2		)	54			—			—			124		—			(70		)	—
Repurchase of common stock	(275		)	—			(275		)	—		—			—			—			(715		)	(1		)	(714		)	—		—			—			—
Directors compensation	2			—			2			—		—			—			—			2			—			2			—		—			—			—
Employee stock plan issuance	3			—			3			—		—			—			—			3			—			3			—		—			—			—
Share based payment activity	22			—			22			—		—			—			—
BALANCE—December 31, 2013	$	4,777		$	2		$	3,015		$	1,821	$	(1	)	$	(68	)	$	8
Share-based payment activity																					20			—			19			—		1			—			—
BALANCE—December 31, 2015																					$	3,995		$	1		$	1,931		$	2,289	$	—		$	(230	)	$	4
Total comprehensive income	254			—			—			344		—			(92		)	2			157			—			—			204		—			(47		)	—
Disposals of shares in noncontrolling interests	(4		)	—			—			—		—			—			(4		)
Contributions from noncontrolling interests																					1			—			—			—		—			—			1
Repurchase of common stock	(445		)	—			(445		)	—		—			—			—			(272		)	—			(272		)	—		—			—			—
Directors compensation	2			—			2			—		—			—			—			2			—			2			—		—			—			—
Employee stock plan issuance	3			—			3			—		—			—			—			3			—			3			—		—			—			—
Share based payment activity	45			—			45			—		—			—			—
Other	(1		)	—			1			—		—			—			(2		)
BALANCE—December 31, 2014	$	4,631		$	2		$	2,621		$	2,165	$	(1	)	$	(160	)	$	4
Share-based payment activity																					22			—			22			—		—			—			—
BALANCE—December 31, 2016																					$	3,908		$	1		$	1,686		$	2,493	$	—		$	(277	)	$	5
Total comprehensive income	54			—			—			124		—			(70		)	—			341			—			—			249		—			92			—
Contributions from noncontrolling interests																					1			—			—			—		—			—			1
Repurchase of common stock	(715		)	(1		)	(714		)	—		—			—			—			(743		)	—			(743		)	—		—			—			—
Directors compensation	2			—			2			—		—			—			—			2			—			2			—		—			—			—
Employee stock plan issuance	3			—			3			—		—			—			—			4			—			4			—		—			—			—
Share based payment activity	20			—			19			—		1			—			—
BALANCE—December 31, 2015	$	3,995		$	1		$	1,931		$	2,289	$	—		$	(230	)	$	4
Share-based payment activity																					18			—			18			—		—			—			—
BALANCE—December 31, 2017																					$	3,531		$	1		$	967		$	2,742	$	—		$	(185	)	$	6