0001468174 h:UnsecuredFinancingtoHotelOwnersPortfolioSegmentMember us-gaap:LoansReceivableMember 2018-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)



x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~September 30, 2019



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

For the transition period from to

Commission File No. 001-34521

HYATT HOTELS ~~CORPORATION~~CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



Delaware		20-1480589
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

~~150 North Riverside Plaza 8th Floor, Chicago, Illinois~~	~~60606~~
~~(Address of Principal Executive Offices)~~	~~(Zip Code)~~

~~(312)~~

150 North Riverside Plaza

8th Floor, Chicago, Illinois60606

(Address of Principal Executive Offices) (Zip Code)

(312) 750-1234

(Registrant's Telephone Number, Including Area Code)

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



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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yesx☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x☒	Accelerated filer	¨☐
Non-accelerated filer	¨☐	Smaller reporting company	¨☐
		Emerging growth company	¨☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒

At ~~April 26,~~October 25, 2019, there were ~~38,217,414~~36,582,951 shares of the registrant's Class A common stock, $0.01 par value, outstanding and ~~67,115,828~~66,163,274 shares of the registrant's Class B common stock, $0.01 par value, outstanding.

HYATT HOTELS CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~MARCH 31,~~SEPTEMBER 30, 2019

TABLE OF CONTENTS




	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3338
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4962
Item 4.	Controls and Procedures	5063

	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	5164
Item 1A.	Risk Factors	5164
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5164
Item 3.	Defaults Upon Senior Securities	5164
Item 4.	Mine Safety Disclosures	5164
Item 5.	Other Information	5164
Item 6.	Exhibits	5265

Signatures		5366

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions of dollars, except per share amounts)

(Unaudited)


	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31, 2019			March 31, 2018			September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
REVENUES:
Owned and leased hotels	$	470		$	515		$	430		$	450		$	1,390		$	1,450
Management, franchise, and other fees	141			132			148			133			447			407
Amortization of management and franchise agreement assets constituting payments to customers	(5		)	(5		)	(5		)	(5		)	(16		)	(15		)
Net management, franchise, and other fees	136			127			143			128			431			392
Other revenues	45			11			25			7			98			27
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	590			456			617			489			1,826			1,447
Total revenues	1,241			1,109			1,215			1,074			3,745			3,316
DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
Owned and leased hotels	357			384			346			354			1,070			1,095
Depreciation and amortization	80			83			85			81			248			243
Other direct costs	45			8			28			8			103			23
Selling, general, and administrative	128			95			83			82			306			260
Costs incurred on behalf of managed and franchised properties	605			460			633			487			1,871			1,447
Direct and selling, general, and administrative expenses	1,215			1,030			1,175			1,012			3,598			3,068
Net gains and interest income from marketable securities held to fund rabbi trusts	30			3			—			10			41			19
Equity losses from unconsolidated hospitality ventures	(3		)	(13		)	(5		)	(6		)	(2		)	(17		)
Interest expense	(19		)	(19		)	(19		)	(19		)	(58		)	(57		)
Gains on sales of real estate	1			529			373			239			374			769
Asset impairments	(3		)	—			(9		)	(21		)	(13		)	(21		)
Other income (loss), net	51			(18		)	25			(9		)	104			(22		)
INCOME BEFORE INCOME TAXES	83			561			405			256			593			919
PROVISION FOR INCOME TAXES	(20		)	(150		)	(109		)	(19		)	(148		)	(194		)
NET INCOME	63			411			296			237			445			725
NET INCOME AND ACCRETION ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—			—			—			—			—
NET INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION	$	63		$	411		$	296		$	237		$	445		$	725
EARNINGS PER SHARE—Basic
Net income	$	0.60		$	3.47		$	2.84		$	2.12		$	4.23		$	6.31
Net income attributable to Hyatt Hotels Corporation	$	0.60		$	3.47		$	2.84		$	2.12		$	4.23		$	6.31
EARNINGS PER SHARE—Diluted
Net income	$	0.59		$	3.40		$	2.80		$	2.09		$	4.17		$	6.21
Net income attributable to Hyatt Hotels Corporation	$	0.59		$	3.40		$	2.80		$	2.09		$	4.17		$	6.21

See accompanying Notes to condensed consolidated financial statements.

Table of Contents

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions of dollars)

(Unaudited)


	Three Months Ended					Three Months Ended					Nine Months Ended
	March 31, 2019			March 31, 2018		September 30, 2019			September 30, 2018		September 30, 2019			September 30, 2018
Net income	$	63		$	411	$	296		$	237	$	445		$	725
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments, net of tax expense of $- for the three months ended March 31, 2019 and March 31, 2018	(6		)	23
Unrealized losses on derivative activity, net of tax benefit of $(1) and $- for the three months ended March 31, 2019 and March 31, 2018, respectively	(4		)	—
Foreign currency translation adjustments, net of tax benefit of $(1) for the three and nine months ended September 30, 2019 and $- and $(1) for the three and nine months ended September 30, 2018, respectively						(27		)	71		(27		)	48
Unrealized gains (losses) on derivative activity, net of tax benefit of $(3) and $(7) for the three and nine months ended September 30, 2019, respectively, and net of tax expense of $1 for the three and nine months ended September 30, 2018						(9		)	3		(21		)	3
Other comprehensive income (loss)	(10		)	23		(36		)	74		(48		)	51
COMPREHENSIVE INCOME	53			434		260			311		397			776
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	—			—		—			—		—			—
COMPREHENSIVE INCOME ATTRIBUTABLE TO HYATT HOTELS CORPORATION	$	53		$	434	$	260		$	311	$	397		$	776

See accompanying Notes to condensed consolidated financial statements.

Table of Contents

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)


	March 31, 2019			December 31, 2018			September 30, 2019			December 31, 2018
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	547		$	570		$	660		$	570
Restricted cash	24			33			140			33
Short-term investments	54			116			63			116
Receivables, net of allowances of $30 and $26 at March 31, 2019 and December 31, 2018, respectively	472			427
Receivables, net of allowances of $30 and $26 at September 30, 2019 and December 31, 2018, respectively							434			427
Inventories	14			14			12			14
Prepaids and other assets	156			149			129			149
Prepaid income taxes	35			36			21			36
Assets held for sale							17			—
Total current assets	1,302			1,345			1,476			1,345
Equity method investments	230			233			229			233
Property and equipment, net	3,605			3,608			3,519			3,608
Financing receivables, net of allowances	17			13			19			13
Operating lease right-of-use assets	507			—			488			—
Goodwill	320			283			322			283
Intangibles, net	481			628			453			628
Deferred tax assets	173			180			147			180
Other assets	1,400			1,353			1,476			1,353
TOTAL ASSETS	$	8,035		$	7,643		$	8,129		$	7,643
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	131		$	11		$	11		$	11
Accounts payable	174			151			144			151
Accrued expenses and other current liabilities	263			361			315			361
Current contract liabilities	395			388			404			388
Accrued compensation and benefits	108			150			137			150
Current operating lease liabilities	34			—			33			—
Total current liabilities	1,105			1,061			1,044			1,061
Long-term debt	1,621			1,623			1,612			1,623
Long-term contract liabilities	454			442			471			442
Long-term operating lease liabilities	405			—			395			—
Other long-term liabilities	822			840			846			840
Total liabilities	4,407			3,966			4,368			3,966
Commitments and contingencies (see Note 13)
EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding at March 31, 2019 and December 31, 2018	—			—
Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 38,401,176 issued and outstanding at March 31, 2019, and Class B common stock, $0.01 par value per share, 399,110,240 shares authorized, 67,115,828 shares issued and outstanding at March 31, 2019. Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 39,507,817 issued and outstanding at December 31, 2018, and Class B common stock, $0.01 par value per share, 399,110,240 shares authorized, 67,115,828 shares issued and outstanding at December 31, 2018	1			1
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding at September 30, 2019 and December 31, 2018							—			—
Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 36,811,374 issued and outstanding at September 30, 2019, and Class B common stock, $0.01 par value per share, 398,432,856 shares authorized, 66,438,444 shares issued and outstanding at September 30, 2019. Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 39,507,817 issued and outstanding at December 31, 2018, and Class B common stock, $0.01 par value per share, 399,110,240 shares authorized, 67,115,828 shares issued and outstanding at December 31, 2018							1			1
Additional paid-in capital	—			50			—			50
Retained earnings	3,831			3,819			4,003			3,819
Accumulated other comprehensive loss	(210		)	(200		)	(248		)	(200		)
Total stockholders' equity	3,622			3,670			3,756			3,670
Noncontrolling interests in consolidated subsidiaries	6			7			5			7
Total equity	3,628			3,677			3,761			3,677
TOTAL LIABILITIES AND EQUITY	$	8,035		$	7,643		$	8,129		$	7,643

See accompanying Notes to condensed consolidated financial statements.

Table of Contents

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of dollars)

(Unaudited)


	Three Months Ended						Nine Months Ended
	March 31, 2019			March 31, 2018			September 30, 2019			September 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	63		$	411		$	445		$	725
Adjustments to reconcile net income to net cash provided by operating activities:
Gains on sales of real estate	(1		)	(529		)	(374		)	(769		)
Depreciation and amortization	80			83			248			243
Release of contingent consideration liability	(25		)	—			(29		)	—
Amortization of share awards	21			18			32			28
Deferred income taxes	1			(10		)	32			(7		)
Asset impairments							13			43
Equity losses from unconsolidated hospitality ventures	3			13			2			17
Amortization of management and franchise agreement assets constituting payments to customers	5			5			16			15
Distributions from unconsolidated hospitality ventures							10			10
Working capital changes and other	(134		)	63			(121		)	(173		)
Net cash provided by operating activities	13			54			274			132
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities and short-term investments	(67		)	(97		)	(196		)	(572		)
Proceeds from marketable securities and short-term investments	123			104			255			426
Contributions to equity method and other investments	(7		)	(10		)	(39		)	(52		)
Return of equity method and other investments	—			12			26			24
Acquisitions, net of cash acquired	(15		)	—			(18		)	(263		)
Capital expenditures	(66		)	(60		)	(244		)	(195		)
Proceeds from sales of real estate, net of cash disposed	—			992			461			1,334
Proceeds from financing receivables							46			—
Other investing activities	(7		)	(6		)	7			10
Net cash provided by (used in) investing activities	(39		)	935
Net cash provided by investing activities							298			712
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt	120			20
Proceeds from long-term debt, net of issuance costs $- and $4, respectively							180			416
Repayments of debt	(1		)	(21		)	(187		)	(230		)
Repurchases of common stock	(102		)	(75		)	(280		)	(654		)
Contingent consideration paid							(24		)	—
Repayments of redeemable noncontrolling interest in preferred shares in a subsidiary	—			(10		)	—			(10		)
Dividends paid	(20		)	(18		)	(60		)	(52		)
Other financing activities	(2		)	(5		)	(9		)	(13		)
Net cash used in financing activities	(5		)	(109		)	(380		)	(543		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			(3		)	6			3
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	(31		)	877
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH							198			304
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—BEGINNING OF YEAR	622			752			622			752
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—END OF PERIOD	$	591		$	1,629		$	820		$	1,056

See accompanying Notes to condensed consolidated financial statements.

Supplemental disclosure of cash flow information:


	March 31, 2019		March 31, 2018		September 30, 2019		September 30, 2018
Cash and cash equivalents	$	547	$	1,160	$	660	$	1,014
Restricted cash (1)	24		450		140		23
Restricted cash included in other assets (1)	20		19		20		19
Total cash, cash equivalents, and restricted cash	$	591	$	1,629	$	820	$	1,056

(1) Restricted cash generally represents sales proceeds pursuant to like-kind exchanges, captive insurance subsidiary requirements, debt service on bonds, escrow deposits, and other arrangements.


	Three Months Ended March 31,				Nine Months Ended
	2019		2018		September 30, 2019		September 30, 2018
Cash paid during the period for interest	$	39	$	35	$	78	$	72
Cash paid during the period for income taxes	$	10	$	10	$	52	$	267
Cash paid for amounts included in the measurement of operating lease liabilities	$	13	$	—	$	38	$	—
Non-cash investing and financing activities are as follows:
Non-cash contributions to equity method investments	$	—	$	4	$	8	$	53
Non-cash issuance of financing receivables	$	1	$	—	$	1	$	45
Change in accrued capital expenditures	$	1	$	1	$	11	$	7
Non-cash right-of-use assets obtained in exchange for operating lease liabilities					$	8	$	—

See accompanying Notes to condensed consolidated financial statements.

Table of Contents

HYATT HOTELS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In millions of dollars)

(Unaudited)


	Total			Common Stock Amount		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests in Consolidated Subsidiaries			Total			Common Stock Amount		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests in Consolidated Subsidiaries
BALANCE—January 1, 2018	$	3,839		$	1	$	967		$	3,118		$	(253	)	$	6		$	3,839		$	1	$	967		$	3,118		$	(253	)	$	6
Total comprehensive income	434			—		—			411			23			—			434			—		—			411			23			—
Repurchase of common stock	(75		)	—		(75		)	—			—			—			(75		)	—		(75		)	—			—			—
Employee stock plan issuance	1			—		1			—			—			—			1			—		1			—			—			—
Share-based payment activity	13			—		13			—			—			—			13			—		13			—			—			—
Cash dividends of $0.15 per share (see Note 14)	(18		)	—		—			(18		)	—			—			(18		)	—		—			(18		)	—			—
BALANCE—March 31, 2018	$	4,194		$	1	$	906		$	3,511		$	(230	)	$	6		4,194			1		906			3,511			(230		)	6
Total comprehensive income																		31			—		—			77			(46		)	—
Repurchase of common stock																		(513		)	—		(513		)	—			—			—
Directors compensation																		2			—		2			—			—			—
Employee stock plan issuance																		1			—		1			—			—			—
Share-based payment activity																		3			—		3			—			—			—
Cash dividends of $0.15 per share (see Note 14)																		(17		)	—		—			(17		)	—			—
BALANCE—June 30, 2018																		3,701			1		399			3,571			(276		)	6
Total comprehensive income																		311			—		—			237			74			—
Repurchase of common stock																		(66		)	—		(66		)	—			—			—
Employee stock plan issuance																		1			—		1			—			—			—
Share-based payment activity																		5			—		5			—			—			—
Cash dividends of $0.15 per share (see Note 14)																		(17		)	—		—			(17		)	—			—
BALANCE—September 30, 2018																		$	3,935		$	1	$	339		$	3,791		$	(202	)	$	6

BALANCE—January 1, 2019	$	3,677		$	1	$	50		$	3,819		$	(200	)	$	7		$	3,677		$	1	$	50		$	3,819		$	(200	)	$	7
Total comprehensive income	53			—		—			63			(10		)	—			53			—		—			63			(10		)	—
Noncontrolling interests	(1		)	—		—			—			—			(1		)	(1		)	—		—			—			—			(1		)
Repurchase of common stock	(102		)	—		(71		)	(31		)	—			—			(102		)	—		(71		)	(31		)	—			—
Employee stock plan issuance	1			—		1			—			—			—			1			—		1			—			—			—
Share-based payment activity	20			—		20			—			—			—			20			—		20			—			—			—
Cash dividends of $0.19 per share (see Note 14)	(20		)	—		—			(20		)	—			—			(20		)	—		—			(20		)	—			—
BALANCE—March 31, 2019	$	3,628		$	1	$	—		$	3,831		$	(210	)	$	6		3,628			1		—			3,831			(210		)	6
Total comprehensive income																		84			—		—			86			(2		)	—
Noncontrolling interests																		(1		)	—		—			—			—			(1		)
Repurchase of common stock																		(45		)	—		(1		)	(44		)	—			—
Directors compensation																		1			—		1			—			—			—
Employee stock plan issuance																		1			—		1			—			—			—
Share-based payment activity																		(1		)	—		(1		)	—			—			—
Cash dividends of $0.19 per share (see Note 14)																		(20		)	—		—			(20		)	—			—
BALANCE—June 30, 2019																		3,647			1		—			3,853			(212		)	5
Total comprehensive income																		260			—		—			296			(36		)	—
Repurchase of common stock																		(133		)	—		(7		)	(126		)	—			—
Employee stock plan issuance																		2			—		2			—			—			—
Share-based payment activity																		5			—		5			—			—			—
Cash dividends of $0.19 per share (see Note 14)																		(20		)	—		—			(20		)	—			—
BALANCE—September 30, 2019																		$	3,761		$	1	$	—		$	4,003		$	(248	)	$	5

See accompanying Notes to condensed consolidated financial statements.

HYATT HOTELS CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(amounts in millions of dollars, unless otherwise indicated)

(Unaudited)

1. ORGANIZATION

Hyatt Hotels Corporation, a Delaware corporation, and its consolidated subsidiaries (collectively "Hyatt Hotels Corporation") provide hospitality and other services on a worldwide basis through the development, ownership, operation, management, franchising, and licensing of hospitality and wellness-related businesses. We develop, own, operate, manage, franchise, license, or provide services to a portfolio of properties, consisting of full service hotels, select service hotels, resorts, and other properties, including branded spas and fitness studios, timeshare, fractional, and other forms of residential, vacation, and condominium ownership units. At ~~March 31,~~September 30, 2019, (i) we operated or franchised ~~423~~434 full service hotels, comprising ~~149,149~~151,995 rooms throughout the world, (ii) we operated or franchised ~~433~~453 select service hotels, comprising ~~61,310~~64,500 rooms, of which ~~374~~390 hotels are located in the United States, and (iii) our portfolio included 6 franchised all-inclusive Hyatt-branded resorts, comprising ~~2,402~~2,403 rooms, and 3 destination wellness resorts, comprising 410 rooms. At ~~March 31,~~September 30, 2019, our portfolio of properties operated in 6163 countries around the world. Additionally, through strategic relationships, we provide certain reservation and/or loyalty program services to hotels that are unaffiliated with our hotel portfolio and which operate under other tradenames or marks owned by such hotel or licensed by third parties.

As used in these Notes and throughout this Quarterly Report on Form 10-Q, (i) the terms "Hyatt," "Company," "we," "us," or "our" mean Hyatt Hotels Corporation and its consolidated subsidiaries, (ii) the term "properties" refers to hotels, resorts, and other properties, including branded spas and fitness studios, and residential, vacation, and condominium ownership units that we develop, own, operate, manage, franchise, or to which we provide services or license our trademarks, (iii) "Hyatt portfolio of properties" or "portfolio of properties" refers to hotels and other properties that we develop, own, operate, manage, franchise, license, or provide services to, including under the Park Hyatt, Miraval, Grand Hyatt, Alila, Andaz, The Unbound Collection by Hyatt, Destination, Hyatt Regency, Hyatt, Hyatt Ziva, Hyatt Zilara, Thompson Hotels, Hyatt Centric, Caption by Hyatt, Joie de Vivre, Hyatt House, Hyatt Place, ~~Joie de Vivre,~~ tommie, ~~Exhale, and~~ Hyatt Residence Club and Exhale brands, (iv) the term "worldwide hotel portfolio" includes our full and select service hotels, and (v) the term "worldwide property portfolio" includes our wellness and all-inclusive resorts, branded spas and fitness studios, and residential, vacation, and condominium ownership units in addition to our worldwide hotel portfolio.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, the instructions to Form 10-Q, and Article 10 of Regulation S-X. Accordingly, they do not include all information or footnotes required by GAAP for complete annual financial statements. As a result, this Quarterly Report on Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the "2018 Form 10-K").

We have eliminated all intercompany accounts and transactions in our condensed consolidated financial statements. We consolidate entities under our control, including entities where we are deemed to be the primary beneficiary.

Management believes the accompanying condensed consolidated financial statements reflect all adjustments, which are all of a normal recurring nature, considered necessary for a fair presentation of the interim periods.

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Adopted Accounting Standards

Leases—In February 2016, the ~~FASB~~Financial Accounting Standards Board ("FASB") released Accounting Standards Update No. 2016-02 ("ASU 2016-02"), Leases (Topic 842). ASU 2016-02 requires lessees to record lease contracts on the balance sheet by recognizing a right-of-use ~~asset~~ ("ROU") asset and lease liability with certain practical expedients available. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make fixed minimum lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the present value of fixed minimum lease

payments over the lease term, including optional periods for which it is reasonably certain the renewal option will be exercised.

In July 2018, the FASB released Accounting Standards Update No. 2018-11 ("ASU 2018-11"), Leases (Topic 842): Targeted Improvements, providing entities with an additional optional transition method. The provisions of ASU 2016-02, and all related ASUs, are effective for interim periods and fiscal years beginning after December 15, 2018, with early adoption permitted.

We adopted ASU 2016-02 utilizing the optional transition approach under ASU 2018-11 and applied the package of practical expedients beginning January 1, 2019. As a result of ~~applying~~utilizing the optional transition ~~approach,~~method, our reporting for periods prior to January 1, 2019 continue to be reported in accordance with Leases (Topic 840).

We elected the following additional practical expedients: (i) for office space, land, and hotel leases, we ~~have~~do not ~~separated~~separate the lease and nonlease components, which primarily relate to common area maintenance and utilities, (ii) we combine lease and nonlease components for those leases where we are the lessor, and (iii) ~~for~~we exclude all leases that are twelve months or less ~~we excluded these short-term leases~~ from the ROU assets and lease liabilities.

For leases ~~that were~~ in place upon adoption, we used the remaining lease term as of January 1, 2019 in determining the incremental borrowing rate ("IBR"). For the initial measurement of the lease liabilities for leases commencing on or after January 1, 2019, the IBR at the lease commencement date was applied.

For operating leases, the adoption of ASU 2016-02 resulted in the initial recognition of ROU assets of $512 million and related lease liabilities of $452 million on our condensed consolidated balance ~~sheets.~~sheet at January 1, 2019. Upon adoption, we reclassified $103 million of intangibles, net related to below market ~~lease related intangibles~~leases and $49 million of deferred rent and other lease liabilities to the operating ROU assets. The net tax impact upon adoption was insignificant. The adoption of ASU 2016-02 did not significantly impact our accounting for finance leases or for those leases where we are the lessor. Additionally, the adoption of ASU 2016-02 did not materially affect our condensed consolidated statements of income or our condensed consolidated statements of cash flows.

The impact on our condensed consolidated balance sheet upon adoption of ASU 2016-02 was as follows:



	December 31, 2018		January 1, 2019
	As reported		Effect of the adoption of ASU 2016-02			As adjusted
ASSETS
Prepaids and other assets	$	149	$	(2	)	$	147
Intangibles, net	628		(103		)	525
Other assets	1,353		(7		)	1,346
Operating lease right-of-use assets	—		512			512
TOTAL ASSETS	$	7,643	$	400		$	8,043
LIABILITIES AND EQUITY
Accounts payable	$	151	$	(1	)	$	150
Accrued expenses and other current liabilities	361		(2		)	359
Current operating lease liabilities	—		34			34
Long-term operating lease liabilities	—		418			418
Other long-term liabilities	840		(49		)	791
Total liabilities	3,966		400			4,366
Total equity	3,677		—			3,677
TOTAL LIABILITIES AND EQUITY	$	7,643	$	400		$	8,043

December 31, 2018 January 1, 2019

As reported Effect of the adoption of ASU 2016-02 As adjusted
ASSETS
Prepaids and other assets $ 149
$ (2 ) $ 147
Intangibles, net 628
(103 ) 525
Other assets 1,353
(7 ) 1,346
Operating lease right-of-use assets —
512
512
TOTAL ASSETS $ 7,643
$ 400
$ 8,043
LIABILITIES AND EQUITY
Accounts payable $ 151
$ (1 ) $ 150
Accrued expenses and other current liabilities 361
(2 ) 359
Current operating lease liabilities —
34
34
Long-term operating lease liabilities —
418
418
Other long-term liabilities 840
(49 ) 791
Total liabilities 3,966
400
4,366
Total equity 3,677
—
3,677
TOTAL LIABILITIES AND EQUITY $ 7,643
$ 400
$ 8,043

Intangibles - Goodwill and Other - Internal-Use Software—In August 2018, the FASB released Accounting Standards Update No. 2018-15 ("ASU 2018-15"), Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The provisions of ASU 2018-15 are to be applied using a prospective or retrospective approach and are effective for interim periods and fiscal years beginning after December 15, 2019, with early adoption permitted. We early adopted ASU 2018-15 on January 1, 2019 on a prospective basis which did not materially impact our condensed consolidated financial statements.

Future Adoption of Accounting Standards

Financial Instruments - Credit Losses—In June 2016, the FASB released Accounting Standards Update No. 2016-13 ("ASU 2016-13"), Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaces the existing impairment model for most financial assets from an incurred loss impairment model to a current expected credit loss model, which requires an entity to recognize ~~an impairment allowance~~allowances for credit losses equal to its current estimate of all contractual cash flows the entity does not expect to collect. ASU 2016-13 also requires credit losses relating to available-for-sale ("AFS") debt securities to be recognized through an allowance for credit losses. The provisions of ASU 2016-13 are to be applied using a modified retrospective approach and are effective for interim periods and fiscal years beginning after December 15, 2019, with early adoption permitted. ~~We are currently evaluating~~

While we continue to evaluate the impact of adopting ASU ~~2016-13.~~

~~Fair Value Measurement—In August 2018, the FASB released Accounting Standards Update No. 2018-13 ("ASU 2018-13"),~~ ~~Fair Value Measurement (Topic 820): Disclosure Framework-Changes~~2016-13, we do not expect a material impact upon adoption related to ~~the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements on fair value measurements. The provisions of ASU 2018-13 are to be applied using a prospective or retrospective approach, depending on the amendment~~receivables at our owned and ~~are effective for interim periods~~leased properties, AFS debt securities, and ~~fiscal years beginning after December 15, 2019, with early adoption permitted.~~debt repayment guarantees. We are ~~currently evaluating~~continuing to evaluate other potential impacts on our condensed consolidated financial statements, including the impact ~~of adopting ASU 2018-13.~~on our remaining receivables, held-to-maturity ("HTM") debt securities, and financing receivables.

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregated Revenues

The following tables present our revenues disaggregated by the nature of the product or service:


	Three Months Ended March 31, 2019																		Three Months Ended September 30, 2019
	Owned and leased hotels		Americas management and franchising			ASPAC management and franchising		EAME/SW Asia management and franchising			Corporate and other		Eliminations			Total			Owned and leased hotels		Americas management and franchising			ASPAC management and franchising		EAME/SW Asia management and franchising			Corporate and other		Eliminations			Total
Rooms revenues	$	266	$	—		$	—	$	—		$	7	$	(7	)	$	266		$	259	$	—		$	—	$	—		$	4	$	(11	)	$	252
Food and beverage	157		—			—		—			3		—			160			131		—			—		—			3		—			134
Other	35		—			—		—			9		—			44			35		—			—		—			9		—			44
Owned and leased hotels	458		—			—		—			19		(7		)	470			425		—			—		—			16		(11		)	430

Base management fees	—		57			12		8			—		(14		)	63			—		55			11		10			—		(12		)	64
Incentive management fees	—		14			17		8			—		(5		)	34			—		13			17		9			—		(6		)	33
Franchise fees	—		32			—		—			—		—			32			—		36			1		—			—		—			37
Other fees	—		—			3		2			1		—			6			—		2			3		2			1		—			8
License fees	—		—			—		—			6		—			6			—		—			—		—			6		—			6
Management, franchise, and other fees	—		103			32		18			7		(19		)	141			—		106			32		21			7		(18		)	148
Amortization of management and franchise agreement assets constituting payments to customers	—		(4		)	—		(1		)	—		—			(5		)	—		(4		)	—		(1		)	—		—			(5		)
Net management, franchise, and other fees	—		99			32		17			7		(19		)	136			—		102			32		20			7		(18		)	143

Other revenues	—		36			—		—			9		—			45			—		16			—		—			9		—			25

Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	—		548			24		17			1		—			590			—		565			30		20			2		—			617

Total	$	458	$	683		$	56	$	34		$	36	$	(26	)	$	1,241		$	425	$	683		$	62	$	40		$	34	$	(29	)	$	1,215


	Three Months Ended March 31, 2018																			Nine Months Ended September 30, 2019
	Owned and leased hotels		Americas management and franchising			ASPAC management and franchising			EAME/SW Asia management and franchising			Corporate and other		Eliminations			Total			Owned and leased hotels		Americas management and franchising			ASPAC management and franchising			EAME/SW Asia management and franchising			Corporate and other		Eliminations			Total
Rooms revenues	$	297	$	—		$	—		$	—		$	7	$	(9	)	$	295		$	804	$	—		$	—		$	—		$	17	$	(27	)	$	794
Food and beverage	172		—			—			—			2		—			174			452		—			—			—			9		—			461
Other	38		—			—			—			8		—			46			108		—			—			—			27		—			135
Owned and leased hotels	507		—			—			—			17		(9		)	515			1,364		—			—			—			53		(27		)	1,390

Base management fees	—		49			11			7			—		(14		)	53			—		173			33			27			—		(38		)	195
Incentive management fees	—		13			17			10			—		(6		)	34			—		46			51			26			—		(17		)	106
Franchise fees	—		28			—			—			—		—			28			—		104			3			—			—		—			107
Other fees	—		8			2			1			1		—			12			—		3			9			5			4		—			21
License fees	—		—			—			—			5		—			5			—		—			—			—			18		—			18
Management, franchise, and other fees	—		98			30			18			6		(20		)	132			—		326			96			58			22		(55		)	447
Amortization of management and franchise agreement assets constituting payments to customers	—		(3		)	(1		)	(1		)	—		—			(5		)	—		(11		)	(1		)	(4		)	—		—			(16		)
Net management, franchise, and other fees	—		95			29			17			6		(20		)	127			—		315			95			54			22		(55		)	431

Other revenues	—		—			—			—			9		2			11			—		71			—			—			26		1			98

Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	—		420			20			16			—		—			456			—		1,688			80			54			4		—			1,826

Total	$	507	$	515		$	49		$	33		$	32	$	(27	)	$	1,109		$	1,364	$	2,074		$	175		$	108		$	105	$	(81	)	$	3,745



	Three Months Ended September 30, 2018
	Owned and leased hotels		Americas management and franchising			ASPAC management and franchising		EAME/SW Asia management and franchising			Corporate and other		Eliminations			Total
Rooms revenues	$	276	$	—		$	—	$	—		$	5	$	(7	)	$	274
Food and beverage	133		—			—		—			2		—			135
Other	34		—			—		—			7		—			41
Owned and leased hotels	443		—			—		—			14		(7		)	450

Base management fees	—		48			11		9			—		(13		)	55
Incentive management fees	—		14			16		10			—		(7		)	33
Franchise fees	—		32			1		—			—		—			33
Other fees	—		1			2		2			2		—			7
License fees	—		—			—		—			5		—			5
Management, franchise, and other fees	—		95			30		21			7		(20		)	133
Amortization of management and franchise agreement assets constituting payments to customers	—		(4		)	—		(1		)	—		—			(5		)
Net management, franchise, and other fees	—		91			30		20			7		(20		)	128

Other revenues	—		—			—		—			5		2			7

Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	—		447			24		16			2		—			489

Total	$	443	$	538		$	54	$	36		$	28	$	(25	)	$	1,074



	Nine Months Ended September 30, 2018
	Owned and leased hotels		Americas management and franchising			ASPAC management and franchising			EAME/SW Asia management and franchising			Corporate and other		Eliminations			Total
Rooms revenues	$	848	$	—		$	—		$	—		$	18	$	(26	)	$	840
Food and beverage	474		—			—			—			7		—			481
Other	106		—			—			—			23		—			129
Owned and leased hotels	1,428		—			—			—			48		(26		)	1,450

Base management fees	—		150			32			25			—		(40		)	167
Incentive management fees	—		47			50			29			—		(21		)	105
Franchise fees	—		94			2			—			—		—			96
Other fees	—		10			6			4			4		—			24
License fees	—		—			—			—			15		—			15
Management, franchise, and other fees	—		301			90			58			19		(61		)	407
Amortization of management and franchise agreement assets constituting payments to customers	—		(10		)	(1		)	(4		)	—		—			(15		)
Net management, franchise, and other fees	—		291			89			54			19		(61		)	392

Other revenues	—		—			—			—			22		5			27

Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	—		1,328			67			49			3		—			1,447

Total	$	1,428	$	1,619		$	156		$	103		$	92	$	(82	)	$	3,316

Contract Balances

Our contract assets were $3$2 million and insignificant at ~~March 31,~~September 30, 2019 and December 31, 2018, respectively. At ~~March 31,~~September 30, 2019, the contract assets were included in receivables, net. As our profitability hurdles are generally calculated on a full-year basis, we expect our contract asset balance to be insignificant at year end.

~~Our contract liabilities were as follows:~~

March 31, 2019
December 31, 2018
$ Change
% Change
Current contract liabilities $ 395

$ 388

$ 7

1.6 %
Long-term contract liabilities 454

442

12

2.7 %
Total contract liabilities $ 849
$ 830
$ 19
2.2 %

Contract liabilities are comprised of the following:



	September 30, 2019		December 31, 2018
Deferred revenue related to the loyalty program	$	657	$	596
Advanced deposits	77		81
Initial fees received from franchise owners	39		35
Deferred revenue related to system-wide services	11		7
Other deferred revenue	91		111
Total contract liabilities	$	875	$	830

The following table summarizes the activity in our contract liabilities:

March 31, 2019 December 31, 2018
Deferred revenue related to the loyalty program $ 621
$ 596
Advanced deposits 73
81
Initial fees received from franchise owners 35
35
Deferred revenue related to system-wide services 8
7
Other deferred revenue 112
111
Total contract liabilities $ 849
$ 830



	2019			2018
Beginning balance, January 1	$	830		$	772
Cash received and other	490			433
Revenue recognized	(459		)	(441		)
Ending balance, June 30	$	861		$	764
Cash received and other	265			223
Revenue recognized	(251		)	(222		)
Ending balance, September 30	$	875		$	765

Revenue recognized during the three months ended ~~March 31,~~September 30, 2019 and ~~March 31,~~September 30, 2018 included in the contract liabilities balance at the beginning of each year was ~~$228~~$80 million and ~~$224~~$81 million, respectively. Revenue recognized during the nine months ended September 30, 2019 and September 30, 2018 included in the contract liabilities balance at the beginning of each year was $318 million and $299 million, respectively. This revenue primarily relates to ~~advanced deposits and~~ the loyalty program, which is recognized net of redemption reimbursements paid to third ~~parties.~~parties, and advanced deposits.

Revenue Allocated to Remaining Performance Obligations

Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted revenue expected to be recognized in future periods was approximately ~~$125~~$130 million at ~~March 31,~~September 30, 2019, of which we expect to recognize approximately 20% as revenue over the next 12 months and the remainder thereafter.

We did not estimate revenues expected to be recognized related to our unsatisfied performance obligations for the following:

Deferred revenue related to the loyalty program and revenue from base and incentive management fees as the revenue is allocated to a wholly unperformed performance obligation in a series;

Revenues related to royalty fees as they are considered sales-based royalty fees;

Revenues received for free nights granted through our co-branded credit cards as the awards are required to be redeemed within 12 months; and

Revenues related to advanced bookings at owned and leased hotels as each stay has a duration of 12 months or less.

4. DEBT AND EQUITY SECURITIES

Equity Method Investments

Equity method investments were ~~$230~~$229 million and $233 million at ~~March 31,~~September 30, 2019 and December 31, 2018, respectively.

During the ~~three~~nine months ended~~March 31, 2018,~~ September 30, 2019, we recognized an $8 million ~~gain~~of gains in equity losses from unconsolidated hospitality ventures on our condensed consolidated statements of income resulting from ~~the sale of our ownership interest in an~~sales activity related to certain equity method ~~investment~~investments within our owned and leased hotels ~~segment~~segment. During the three and nine months ended September 30, 2019, we received $9$2 million and $25 million of ~~proceeds.~~sales proceeds, respectively.

During the three and nine months ended ~~March 31, 2018,~~September 30, 2019, we recognized ~~$16~~$6 million and $7 million of impairment charges, ~~as a result of the buyout of our partner's interest in~~respectively, primarily related to one unconsolidated hospitality ventures in Brazil, which was initiated in the first quarter of 2018 and closed subsequent to March 31, 2018. The pending acquisition indicated a carrying value in excess of fair value which was determined to be a Level Three fair value measure and was deemed other-than-temporary. We recognized the impairment chargesventure in equity losses from unconsolidated hospitality ventures on our condensed consolidated statements of ~~income.~~income as the carrying value was in excess of fair value. The fair value was determined to be a Level Three fair value measure, and the impairment was deemed other-than-temporary.

During the three and nine months ended September 30, 2018, we recognized $1 million and $11 million of net gains, respectively, in equity losses from unconsolidated hospitality ventures on our condensed consolidated statements of income resulting from sales activity related to certain equity method investments within our owned and leased hotels segment. During the three and nine months ended September 30, 2018, we received $7 million and $17 million of sales proceeds, respectively.

During the nine months ended September 30, 2018, we completed an asset acquisition of our partner's interest in certain unconsolidated hospitality ventures in Brazil for a net purchase price of approximately $4 million. During the nine months ended September 30, 2018, we recognized $16 million of impairment charges related to these investments in equity losses from unconsolidated hospitality ventures on our condensed consolidated statements of income as the carrying value was in excess of fair value. The fair value was determined to be a Level Three fair value measure, and the impairment was deemed other-than-temporary.

The following table presents summarized financial information for all unconsolidated hospitality ventures in which we hold an investment accounted for under the equity method:


	Three Months Ended March 31,						Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018			2019		2018			2019			2018
Total revenues	$	116		$	132		$	130	$	135		$	371		$	399
Gross operating profit	39			39			51		53			139			141
Loss from continuing operations	(10		)	(19		)
Net loss	(10		)	(19		)
Income (loss) from continuing operations							9		(12		)	(2		)	(15		)
Net income (loss)							9		(12		)	(2		)	(15		)

Marketable Securities

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

Marketable Securities Held to Fund Operating Programs—Marketable securities held to fund operating programs, which are recorded at fair value and included on our condensed consolidated balance sheets, were as follows:



	September 30, 2019			December 31, 2018
Loyalty program (Note 9)	$	453		$	397
Deferred compensation plans held in rabbi trusts (Note 9 and Note 11)	419			367
Captive insurance companies	136			133
Total marketable securities held to fund operating programs	$	1,008		$	897
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	(205		)	(174		)
Marketable securities held to fund operating programs included in other assets	$	803		$	723

March 31, 2019 December 31, 2018
Loyalty program (Note 9) $ 422
$ 397
Deferred compensation plans held in rabbi trusts (Note 9 and Note 11) 413
367
Captive insurance companies 152
133
Total marketable securities held to fund operating programs $ 987
$ 897
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 (219 ) (174 )
Marketable securities held to fund operating programs included in other assets $ 768
$ 723

Net realized and unrealized gains (losses) and interest income from marketable securities held to fund the loyalty program are recognized in other income (loss), net on our condensed consolidated statements of income:


	Three Months Ended March 31,					Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018			2019		2018		2019		2018
Loyalty program (Note 19)	$	9	$	(4	)	$	5	$	1	$	24	$	(2	)

Net realized and unrealized gains (losses) and interest income from marketable securities held to fund rabbi trusts are recognized in net gains and interest income from marketable securities held to fund rabbi trusts on our condensed consolidated statements of income:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019		2018
Unrealized gains (losses)	$	(2	)	$	5	$	35	$	7
Realized gains	2			5		6		12
Net gains and interest income from marketable securities held to fund rabbi trusts	$	—		$	10	$	41	$	19

Three Months Ended March 31,
2019 2018
Unrealized gains (losses) $ 28
$ (1 )
Realized gains 2
4
Net gains and interest income from marketable securities held to fund rabbi trusts $ 30
$ 3

Our captive insurance companies hold marketable securities which are classified as AFS debt securities and are invested in U.S. government agencies, time deposits, and corporate debt securities. We classify these investments as current or long-term, based on their contractual maturity dates, which range from 2019 through 2024.

Marketable Securities Held for Investment Purposes—Marketable securities held for investment purposes, which are recorded at fair value and included on our condensed consolidated balance sheets, were as follows:



	September 30, 2019			December 31, 2018
Interest-bearing money market funds	$	202		$	14
Common shares of Playa N.V. (Note 9)	95			87
Time deposits	37			100
Total marketable securities held for investment purposes	$	334		$	201
Less: current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments	(239		)	(114		)
Marketable securities held for investment purposes included in other assets	$	95		$	87

March 31, 2019 December 31, 2018
Common shares of Playa N.V. $ 93
$ 87
Interest-bearing money market funds 42
14
Time deposits 37
100
Total marketable securities held for investment purposes $ 172
$ 201
Less: current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments (79 ) (114 )
Marketable securities held for investment purposes included in other assets $ 93
$ 87

We hold common shares of Playa Hotels & Resorts N.V. ("Playa N.V.") which are accounted for as an equity security with a readily determinable fair value as we do not have the ability to significantly influence the operations of the entity. 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 $6$1 million of unrealized gains and $7$14 million of unrealized losses for the three months ended September 30, 2019 and September 30, 2018, respectively, and $8 million of unrealized gains and $14 million of unrealized losses for the nine months ended September 30, 2019 and September 30, 2018, respectively, recognized in other income (loss), net on our condensed consolidated statements of income ~~for the three months ended March 31, 2019 and March 31, 2018, respectively~~ (see Note19). We did ~~not~~0t sell any shares of common stock during the ~~three~~nine months ended ~~March 31,~~September 30, 2019.

Other Investments

~~Held-to-Maturity~~HTM Debt Securities—At ~~March 31,~~September 30, 2019 and December 31, 2018, we held ~~$52~~$56 million and $49 million, respectively, of investments in ~~held-to-maturity ("HTM")~~HTM debt securities, which are investments in third-party entities that own certain of our hotels and are recorded within other assets on our condensed consolidated balance sheets. The securities are mandatorily redeemable between 2020 and 2025. The amortized cost of our investments approximates 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~~models is based on the selection of appropriate discount rates. Fluctuations in these assumptions could result in different estimates of fair value.

Equity Securities Without a Readily Determinable Fair Value—At ~~March 31,~~September 30, 2019 and December 31, 2018, we held $9 millionof investments in equity securities without a readily determinable fair value, which represent investments in entities where we do not have the ability to significantly influence the operations of the entity. These investments are recorded within other assets on our condensed consolidated balance sheets.

Due to ongoing operating cash flow shortfalls in the business underlying an equity security during the nine months ended September 30, 2018, we recognized a $22 million impairment charge for our full investment balance in other income (loss), net on our condensed consolidated statements of income (see Note 19) as the carrying

value was in excess of the fair value. The fair value was determined to be a Level Three fair value measure. During the three months ended September 30, 2018, the entity in which we held our investment disposed of its assets.

Fair Value—We measured the following financial assets at fair value on a recurring basis:


	March 31, 2019		Cash and cash equivalents		Short-term investments		Prepaids and other assets		Other assets		September 30, 2019		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	$	149	$	149	$	—	$	—	$	—	$	308	$	308	$	—	$	—	$	—
Mutual funds	413		—		—		—		413		419		—		—		—		419
Common shares	93		—		—		—		93		95		—		—		—		95
Level Two - Significant Other Observable Inputs
Time deposits	51		—		41		—		10		49		—		41		—		8
U.S. government obligations	177		—		—		42		135		195		—		—		34		161
U.S. government agencies	51		—		2		8		41		58		—		2		7		49
Corporate debt securities	154		—		11		28		115		155		—		20		21		114
Mortgage-backed securities	24		—		—		6		18		23		—		—		4		19
Asset-backed securities	45		—		—		11		34		38		—		—		7		31
Municipal and provincial notes and bonds	2		—		—		—		2		2		—		—		—		2
Total	$	1,159	$	149	$	54	$	95	$	861	$	1,342	$	308	$	63	$	73	$	898



	December 31, 2018		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	$	88	$	88	$	—	$	—	$	—
Mutual funds	367		—		—		—		367
Common shares	87		—		—		—		87
Level Two - Significant Other Observable Inputs
Time deposits	113		—		104		—		9
U.S. government obligations	169		—		—		37		132
U.S. government agencies	52		—		2		7		43
Corporate debt securities	151		—		10		25		116
Mortgage-backed securities	23		—		—		5		18
Asset-backed securities	46		—		—		10		36
Municipal and provincial notes and bonds	2		—		—		—		2
Total	$	1,098	$	88	$	116	$	84	$	810

December 31, 2018 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 $ 88
$ 88
$ —
$ —
$ —
Mutual funds 367
—
—
—
367
Common shares 87
—
—
—
87
Level Two - Significant Other Observable Inputs
Time deposits 113
—
104
—
9
U.S. government obligations 169
—
—
37
132
U.S. government agencies 52
—
2
7
43
Corporate debt securities 151
—
10
25
116
Mortgage-backed securities 23
—
—
5
18
Asset-backed securities 46
—
—
10
36
Municipal and provincial notes and bonds 2
—
—
—
2
Total $ 1,098
$ 88
$ 116
$ 84
$ 810

During the three and nine months ended ~~March 31,~~September 30, 2019 and ~~March 31,~~September 30, 2018, there were no transfers between levels of the fair value hierarchy. We do not have non-financial assets or non-financial liabilities required to be measured at fair value on a recurring basis.

5. FINANCING RECEIVABLES



	September 30, 2019			December 31, 2018
Unsecured financing to hotel owners	$	119		$	159
Less: current portion of financing receivables, included in receivables, net	—			(45		)
Less: allowance for losses	(100		)	(101		)
Total long-term financing receivables, net of allowances	$	19		$	13

March 31, 2019
December 31, 2018
Unsecured financing to hotel owners $ 167

$ 159
Less: current portion of financing receivables, included in receivables, net (47 )
(45 )
Less: allowance for losses (103 )
(101 )
Total long-term financing receivables, net of allowances $ 17

$ 13

Allowance for Losses and Impairments—The following table summarizes the activity in our unsecured financing receivables allowance:



	2019			2018
Allowance at January 1	$	101		$	108
Provisions	3			3
Other adjustments	—			(2		)
Write-offs	(4		)	—
Allowance at June 30	$	100		$	109
Provisions	1			2
Other adjustments	(1		)	—
Write-offs	—			(12		)
Allowance at September 30	$	100		$	99

2019 2018
Allowance at January 1 $ 101
$ 108
Provisions 2
2
Other adjustments —
(1 )
Allowance at March 31 $ 103
$ 109

Credit Monitoring—Our unsecured financing receivables were as follows:


	March 31, 2019									September 30, 2019
	Gross loan balance (principal and interest)		Related allowance			Net financing receivables		Gross receivables on non-accrual status		Gross loan balance (principal and interest)		Related allowance			Net financing receivables		Gross receivables on non-accrual status
Loans	$	64	$	—		$	64	$	—	$	17	$	(1	)	$	16	$	—
Impaired loans (1)	50		(50		)	—		50		44		(44		)	—		44
Total loans	114		(50		)	64		50		61		(45		)	16		44
Other financing arrangements	53		(53		)	—		53		58		(55		)	3		58
Total unsecured financing receivables	$	167	$	(103	)	$	64	$	103	$	119	$	(100	)	$	19	$	102

(1) The unpaid principal balance was ~~$37~~$34 million and the average recorded loan balance was ~~$50~~$47 million at ~~March 31,~~September 30, 2019.



	December 31, 2018
	Gross loan balance (principal and interest)		Related allowance			Net financing receivables		Gross receivables on non-accrual status
Loans	$	58	$	—		$	58	$	—
Impaired loans (2)	50		(50		)	—		50
Total loans	108		(50		)	58		50
Other financing arrangements	51		(51		)	—		51
Total unsecured financing receivables	$	159	$	(101	)	$	58	$	101

(2) The unpaid principal balance was $36 million and the average recorded loan balance was $54 million at December 31, 2018.

Fair Value—We estimated the fair value of financing receivables, which are classified as Level Three in the fair value hierarchy, to be approximately ~~$64~~$20 million and $59 million at ~~March 31,~~September 30, 2019 and December 31, 2018, respectively.

6. ACQUISITIONS AND DISPOSITIONS

Acquisitions

Land—During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, we acquired $15 million of land through an asset acquisition from an unrelated third ~~party.~~party to develop a hotel in Austin, Texas and subsequently signed a purchase and sale agreement to sell the land and related construction in progress. At September 30, 2019, these assets are classified as held for sale within our owned and leased hotels segment on our condensed consolidated balance sheet, and the sale closed subsequent to September 30, 2019.

Two Roads Hospitality LLC—During the year ended December 31, 2018, we acquired all of the outstanding equity interests of Two Roads Hospitality LLC ("Two Roads") in a business combination for a purchase price of $405 million. The transaction also included potential additional consideration including (i) up to $96 million if the sellers completed specific actions with respect to certain of the acquired management agreements within 120 days from the date of acquisition and (ii) up to $8 million in the event of the execution of certain potential new management agreements related to the development of certain potential new deals previously identified and generated by the sellers or affiliates of the sellers within one year of the closing of the transaction. One of the sellers is indirectly owned by a limited partnership affiliated with the brother of our Executive Chairman.

We closed on the transaction on November 30, 2018 and paid cash of $415 million, net of $37 million cash acquired. Cash paid at closing iswas inclusive of a $36 million payment of the aforementioned additional consideration and a $4 million ~~receipt~~ of other purchase price adjustments. Related to the $68 million of potential additional consideration, we recorded a $57 million contingent liability in accrued expenses and other current liabilities on our condensed consolidated balance sheet at December 31, 2018, which represented our estimate of the remaining expected consideration to be paid.

Net assets acquired were determined as follows:



Cash paid, net of cash acquired	$	415
Cash acquired	37
Contingent consideration liability	57
Net assets acquired at December 31, 2018	$	509
Post-acquisition working capital adjustments	(2		)
Net assets acquired at September 30, 2019	$	507

Cash paid, net of cash acquired $ 415
Cash acquired 37
Contingent consideration liability 57
Net assets acquired at December 31, 2018 $ 509
Post-acquisition working capital adjustments (2 )
Net assets acquired at March 31, 2019 $ 507

As it relates to the $57 million contingent consideration liability recorded at December 31, 2018, of which $4 million remains at September 30, 2019, the following occurred during the ~~three~~nine months ended ~~March 31,~~September 30, 2019:

The sellers completed the aforementioned specific actions with ~~regards~~respect to certain management ~~agreements. As a result, Hyatt owes $23~~agreements, and we paid $24 million of additional consideration to the ~~sellers, which is primarily recorded in accounts payable on our condensed consolidated balance sheet at March 31, 2019.~~sellers.

For those management agreements where the specific actions were not completed or payment is no longer probable, we released ~~$25~~$2 million and $29 million of the contingent liability to other income (loss), net on our condensed consolidated statements of income during the three and nine months ended September 30, 2019, respectively (see Note 19).

~~For certain other management agreements, we extended the terms beyond the initial 120 day period and retained $9 million of the contingent liability at March 31, 2019.~~

The acquisition includes management and license agreements for operating and pipeline hotels primarily across North America and Asia under ~~five~~5 hospitality brands. Our condensed consolidated balance sheets at ~~March 31,~~September 30, 2019 and December 31, 2018 reflect preliminary estimates of the fair value of the assets acquired and liabilities assumed. The fair values, which are classified as Level Three in the fair value hierarchy, are based on information that was available as of the date of acquisition and ~~are~~ estimated using discounted future cash flow models and relief from royalty method, ~~which include~~including revenue projections based on the expected contract terms and long-term growth ~~rates, which are classified as Level Three in the fair value hierarchy.~~rates.

~~At March 31,~~During 2019, the estimated fair values of assets and liabilities were revised as we refined our analysis of contract terms and renewal assumptions which affected the underlying cash flows in the valuation. This ~~primarily~~ resulted in a ~~$33~~$34 million reduction in ~~indefinite-lived~~ intangibles, net with an offsetting increase in goodwill on our condensed consolidated balance sheet at ~~March 31,~~September 30, 2019. We continue to evaluate the underlying inputs and

assumptions used in our valuation and accordingly, these estimates are subject to change during the one year measurement period.

The following table summarizes the preliminary fair value of the identifiable net assets acquired at ~~March 31,~~September 30, 2019:


Cash	$	37	$	32
Receivables	20		20
Other current assets	2		2
Equity method investment	2		2
Property and equipment	2		2
Indefinite-lived intangibles (1)	97		96
Management agreement intangibles (2)	209
Management agreement intangibles (2), (5)			209
Goodwill (3)	191		194
Other assets (4)	26		25
Total assets	$	586	$	582

Advanced deposits	$	25	$	20
Other current liabilities	20		22
Other long-term liabilities (4)	34		33
Total liabilities	79		75
Total net assets acquired	$	507	$	507

(1) Includes intangibles attributable to the Destination, Alila, and Thompson brands.

(2) Amortized over useful lives of 1 to 19 years, with a weighted-average useful life of approximately 1312 years.

(3) The goodwill, of which ~~$154~~$152 million is tax deductible, is attributable to the growth opportunities Hyatt expects to realize by expanding into new markets and enhancing guest experiences through a distinctive collection of lifestyle brands and is recorded in the Americas management and franchising segment.

(4) Includes ~~$14~~$13 million of prior year tax liabilities relating to certain foreign filing positions, including $5$4 million of interest and penalties. We recorded an offsetting indemnification asset which we expect to collect under contractual arrangements.

(5) See Note 8 for impairment discussion.

Hyatt Regency Phoenix—During the three months ended September 30, 2018, we completed an asset acquisition of Hyatt Regency Phoenix from an unrelated third party for a purchase price of approximately $139 million, net of $1 million of proration adjustments. Assets acquired and recorded in our owned and leased hotels segment consist primarily of $136 million of property and equipment. The purchase of Hyatt Regency Phoenix was designated as replacement property in a like-kind exchange (see "Like-Kind Exchange Agreements" below).

Hyatt Regency Indian Wells Resort & Spa—During the three months ended September 30, 2018, we completed an asset acquisition of Hyatt Regency Indian Wells Resort & Spa from an unrelated third party for a net purchase price of approximately $120 million. Assets acquired and recorded in our owned and leased hotels segment consist primarily of $119 million of property and equipment. The purchase of Hyatt Regency Indian Wells Resort & Spa was designated as replacement property in a like-kind exchange (see "Like-Kind Exchange Agreements" below).

Dispositions

Hyatt Regency Atlanta—During the three months ended September 30, 2019, we sold Hyatt Regency Atlanta to an unrelated third party for approximately $346 million, net of closing costs and proration adjustments, and accounted for the transaction as an asset disposition. We entered into a long-term management agreement for the property upon sale. The sale resulted in a $272 million pre-tax gain which was recognized in gains on sales of real estate on our condensed consolidated statements of income during the three and nine months ended September 30, 2019. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment.

Land and Lease Assignment—During the three months ended September 30, 2019, we sold the property adjacent to Grand Hyatt San Francisco and assigned the related Apple store lease to an unrelated third party for approximately $115 million, net of closing costs and proration adjustments, and accounted for the transaction as an asset disposition. The sale resulted in a $101 million pre-tax gain which was recognized in gains on sales of real estate on our condensed consolidated statements of income during the three and nine months ended

September 30, 2019. The operating results and financial position of this property prior to the sale remain within our owned and leased hotels segment.

Hyatt Regency Mexico City—During the three months ended September 30, 2018, we sold the shares of the entity which owns Hyatt Regency Mexico City, an investment in an unconsolidated hospitality venture, and adjacent land, a portion of which will be developed as Park Hyatt Mexico City, ("HRMC transaction") to an unrelated third party for approximately $405 million and accounted for the transaction as an asset disposition. We entered into long-term management agreements for the properties upon sale. We received $360 million of proceeds and issued $46 million of unsecured financing receivables which were repaid in full during the nine months ended September 30, 2019 (see Note 5). The sale resulted in a pre-tax gain of approximately $240 million which was recognized in gains on sales of real estate on our condensed consolidated statements of income during the three and nine months ended September 30, 2018. In connection with the disposition, we recognized a $21 million goodwill impairment charge in asset impairments on our condensed consolidated statements of income during the three and nine months ended September 30, 2018. The assets disposed represented the entirety of the related reporting unit and therefore, no business operations remained to support the related goodwill, which was therefore impaired. The operating results and financial position prior to the sale remain within our owned and leased hotels segment.

Grand Hyatt San Francisco, Andaz Maui at Wailea Resort, and Hyatt Regency Coconut Point Resort and Spa—During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, we sold Grand Hyatt San Francisco, Andaz Maui at Wailea Resort together with adjacent land, and Hyatt Regency Coconut Point Resort and Spa to an unrelated third party as a portfolio for approximately $992 million, net of closing costs and proration adjustments, and accounted for the transaction as an asset disposition. We entered into long-term management agreements for the properties upon sale. The sale resulted in a ~~$529~~$531 million pre-tax gain which was recognized in gains on sales of real estate on our condensed consolidated statements of income during the ~~three~~nine months ended ~~March 31,~~September 30, 2018. The operating results and financial position of these hotels prior to the sale remain within our owned and leased hotels segment. Although we concluded the disposal of these properties ~~does~~did not qualify as discontinued operations, the disposal iswas considered to be material. Pre-tax net income attributable to the three properties was $15 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2018.

Land Held for Development—A wholly owned subsidiary held undeveloped land in Los Cabos, Mexico. During the nine months ended September 30, 2018, an unrelated third party invested in the subsidiary in exchange for a 50% ownership interest resulting in derecognition of the subsidiary. Our remaining interest was recorded at a fair value of $45 million as an equity method investment.

Like-Kind Exchange Agreements

Periodically, we enter into like-kind exchange agreements upon the disposition or acquisition of certain properties. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by a qualified intermediary and are unavailable for our use until released. The proceeds are recorded as restricted cash on our condensed consolidated balance sheets and released (i) if they are utilized as part of a like-kind exchange agreement, (ii) if we do not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the remaining allowable time period.

In conjunction with the sale of the property adjacent to Grand Hyatt San Francisco during the three months ended September 30, 2019, $115 million of proceeds were held as restricted for use in a potential like-kind exchange.

In conjunction with the sale of Hyatt Regency Coconut Point Resort and Spa during the ~~three~~nine months ended ~~March 31,~~September 30, 2018, ~~proceeds~~$221 million of ~~$221 million~~proceeds were held as restricted for use in a potential like-kind exchange. ~~Subsequently,~~During the three months ended September 30, 2018, $198 million of these proceeds were utilized to acquire ~~two properties in 2018~~Hyatt Regency Phoenix and Hyatt Regency Indian Wells Resort & Spa and the remaining $23 million were released.

7. LEASES

Lessee—We primarily lease land, buildings, office space, spas and fitness centers, and equipment. We determine if an arrangement is an operating or finance lease at inception. For our hotel management agreements, we apply judgment in order to determine whether the contract is accounted for as a lease or ~~as a~~ management agreement based on the specific facts and circumstances of each agreement. In evaluating whether an agreement constitutes a lease, we review the contractual terms to determine which party obtains both the economic benefits and control of the assets. In arrangements where we control the assets and obtain the economic benefits, we account for the contract as a lease.

Certain of our leases include options to extend the lease term by 1 to 99 years. We include lease extension options in our operating ROU assets and lease liabilities when it is reasonably certain that we will exercise the options. The range of extension options included in our operating ROU assets and lease liabilities is approximately 1 to 20 years. Our lease agreements do not contain any significant residual value guarantees or restrictive covenants.

As our leases do not provide an implicit borrowing rate, we ~~estimate~~use our estimated IBR ~~based on~~to determine the present value of our lease payments and apply a portfolio approach. We apply judgment in estimating the IBR including factors related to currency risk and our credit risk. We also give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when determining our IBR.

Our operating leases may include the following terms: (i) fixed minimum lease payments, (ii) variable lease payments based on a percentage of the hotel's profitability measure, as defined in the lease, (iii) lease payments equal to the greater of a minimum or variable lease payments based on a percentage of the hotel's profitability measure, as defined in the lease, or (iv) lease payments adjusted for changes in an index or market value. Future lease payments that are contingent are not included in the measurement of the operating lease liability or in the future maturities table below.

Total ~~rent~~lease expense related to short-term leases and finance leases was insignificant for the three and nine months ended ~~March 31,~~September 30, 2019. A summary of ~~rent~~operating lease expense ~~for operating leases~~ is as follows:



	Three Months Ended September 30,		Nine Months Ended September 30,
	2019		2019
Minimum rentals	$	12	$	37
Contingent rentals	22		78
Total operating lease expense	$	34	$	115

Three Months Ended March 31,
2019
Minimum rentals $ 11
Contingent rentals 32
Total operating lease expense $ 43

Supplemental balance sheet information related to finance leases is as follows:



	September 30, 2019
Property and equipment, net (1)	$	9
Current maturities of long-term debt	2
Long-term debt	9
Total finance lease liabilities	$	11
(1) Finance lease assets are net of $13 million of accumulated amortization.

March 31, 2019
Property and equipment, net (1) $ 10
Current maturities of long-term debt 2
Long-term debt 10
Total finance lease liabilities $ 12
(1) Finance lease assets are net of $14 million of accumulated amortization.

Weighted-average remaining lease terms and discount rates are as follows:



	~~March 31,~~September 30, 2019
Weighted-average remaining lease term in years
Operating leases (1)	2221
Finance leases	7

Weighted-average discount rate
Operating leases	~~3.8~~3.7	%
Finance leases	~~1.1~~0.9	%
(1) Certain of our hotel and land leases have nominal ~~rent~~ or contingent rental payments. As such, this results in a lower weighted-average remaining lease term.

The maturities of lease liabilities in accordance with Leases (Topic 842) in each of the next five years and thereafter at ~~March 31,~~September 30, 2019 are as follows:



	Operating leases			Finance leases
2019 (remaining)	$	12		$	—
2020	47			3
2021	44			2
2022	42			2
2023	39			2
Thereafter	452			5
Total minimum lease payments	$	636		$	14
Less: amount representing interest	(208		)	(3		)
Present value of minimum lease payments	$	428		$	11

Operating leases Finance leases
2019 (remaining) $ 40
$ 2
2020 45
3
2021 43
2
2022 41
2
2023 38
2
Thereafter 444
5
Total minimum lease payments $ 651
$ 16
Less: amount representing interest (212 ) (4 )
Present value of minimum lease payments $ 439
$ 12

The future minimum lease payments from our 2018 Form 10-K as filed in accordance with Leases (Topic 840) in each of the next five years and thereafter are as follows:



Years ending December 31,	Operating leases		Capital leases
2019	$	46	$	3
2020	42		3
2021	42		2
2022	38		2
2023	35		2
Thereafter	448		5
Total minimum lease payments	$	651	$	17
Less: amount representing interest			(5		)
Present value of minimum lease payments			$	12

Years ending December 31, Operating leases Capital leases
2019 $ 46
$ 3
2020 42
3
2021 42
2
2022 38
2
2023 35
2
Thereafter 448
5
Total minimum lease payments $ 651
$ 17
Less: amount representing interest (5 )
Present value of minimum lease payments $ 12

Lessor—We lease retail space under operating leases at our owned hotel locations. Rental payments are primarily fixed with certain variable payments based on a contractual percentage of revenues. We recognized rental income within owned and leased hotels revenues on our condensed consolidated statements of income as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Rental income	$	5	$	7	$	18	$	20

Three Months Ended March 31,
2019 2018
Rental income $ 7
$ 7

The future minimum lease receipts in accordance with Leases (Topic 842) scheduled to be received in each of the next five years and thereafter at ~~March 31,~~September 30, 2019 are as follows:




2019 (remaining)	$	5
2020	16
2021	12
2022	11
2023	8
Thereafter	14
Total minimum lease receipts	$	66

2019 (remaining) $ 18
2020 18
2021 16
2022 15
2023 11
Thereafter 48
Total minimum lease receipts $ 126

The future minimum lease receipts from our 2018 Form 10-K as filed in accordance with Leases (Topic 840) scheduled to be received in each of the next five years and thereafter are as follows:



Years ending December 31,
2019	$	22
2020	18
2021	16
2022	15
2023	11
Thereafter	48
Total minimum lease receipts	$	130

Years ending December 31,
2019 $ 22
2020 18
2021 16
2022 15
2023 11
Thereafter 48
Total minimum lease receipts $ 130

8. INTANGIBLES, NET



	September 30, 2019			Weighted- average useful lives in years	December 31, 2018
Management and franchise agreement intangibles	$	371		18	$	390
Lease related intangibles	—			—	121
Brand and other indefinite-lived intangibles	149			—	180
Advanced booking intangibles	14			6	14
Other definite-lived intangibles	8			6	8
Intangibles	542				713
Less: accumulated amortization	(89		)		(85		)
Intangibles, net	$	453			$	628

March 31, 2019
Weighted-
average useful
lives in years
December 31, 2018
Management and franchise agreement intangibles $ 384
18
$ 390
Lease related intangibles —
—
121
Brand and other indefinite-lived intangibles 150
—
180
Advanced booking intangibles 14
6
14
Other definite-lived intangibles 8
6
8
Intangibles 556
713
Less: accumulated amortization (75 ) (85 )
Intangibles, net $ 481
$ 628



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Amortization expense	$	8	$	3	$	18	$	10

Three Months Ended March 31,
2019 2018
Amortization expense $ 3
$ 3

During the three and nine months ended September 30, 2019, we recognized $9 million and $13 million of impairment charges related to management agreement intangibles, respectively, for contracts that terminated or will terminate in the near-term. The impairment charges were recognized in asset impairments on our condensed consolidated statements of income, primarily on the Americas management and franchising segment.

9. OTHER ASSETS



	September 30, 2019		December 31, 2018
Marketable securities held to fund rabbi trusts (Note 4)	$	419	$	367
Management and franchise agreement assets constituting payments to customers (1)	409		396
Marketable securities held to fund the loyalty program (Note 4)	338		303
Long-term investments	111		112
Common shares of Playa N.V. (Note 4)	95		87
Other	104		88
Total other assets	$	1,476	$	1,353
(1) Includes cash consideration as well as other forms of consideration provided, such as debt repayment or performance guarantees.

March 31, 2019 December 31, 2018
Marketable securities held to fund rabbi trusts (Note 4) $ 413
$ 367
Management and franchise agreement assets constituting payments to customers (1) 391
396
Marketable securities held to fund the loyalty program (Note 4) 302
303
Long-term investments 113
112
Common shares of Playa N.V. (Note 4) 93
87
Other 88
88
Total other assets $ 1,400
$ 1,353
(1) Includes cash consideration as well as other forms of consideration provided, such as debt repayment or performance guarantees.

10. DEBT

Long-term debt, net of current maturities, was ~~$1,621~~$1,612 million and $1,623 million at ~~March 31,~~September 30, 2019 and December 31, 2018, respectively.

Senior Notes—During the nine months ended September 30, 2018, we issued $400 million of 4.375% senior notes due 2028, at an issue price of 99.866% (the "2028 Notes"). We received $396 million of net proceeds from the sale of the 2028 Notes, after deducting $4 million of underwriting discounts and other offering expenses. We used a portion of the proceeds from the issuance of the 2028 Notes to redeem our 6.875% senior notes due 2019 (the "2019 Notes"), and the remainder was used for general corporate purposes. Interest on the 2028 Notes is payable semi-annually on March 15 and September 15 of each year, beginning on March 15, 2019.

The 2028 Notes, together with our $250 million of 5.375% senior notes due 2021 (the "2021 Notes"), $350 million of 3.375% senior notes due 2023 (the "2023 Notes"), and $400 million of 4.850% senior notes due 2026 (the "2026 Notes"), are collectively referred to as the "Senior Notes."

Debt Redemption—During the nine months ended September 30, 2018, we redeemed all of our outstanding 2019 Notes, of which there was $196 million of aggregate principal outstanding, at a redemption price of approximately $203 million, which was calculated in accordance with the terms of the 2019 Notes and included principal and accrued interest plus a make-whole premium. The $7 million loss on extinguishment of debt was recognized in other income (loss), net on our condensed consolidated statements of income (see Note19).

Revolving Credit Facility—During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, we refinanced our $1.5 billion senior unsecured revolving credit facility with a syndicate of lenders, extending the maturity of the facility to January 2023. During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, we ~~borrowed $120~~had $180 million of borrowings and repayments on our revolving credit ~~facility at a~~facility. The weighted-average interest rate ~~of 3.53%.~~on these borrowings was 3.46% at September 30, 2019. At ~~March 31,~~September 30, 2019 and December 31, 2018, we had ~~$120 million and no~~0 balance ~~outstanding, respectively.~~outstanding. At ~~March 31,~~September 30, 2019, we had ~~$1.4~~$1.5 billion available on our revolving credit facility.

Fair Value—We estimated the fair value of debt, excluding finance leases, which consists of $250 million of 5.375% senior notes due 2021 (the "2021 Notes"), $350 million of 3.375% senior notes due 2023 (the "2023 Notes"), $400 million of 4.850% senior notes due 2026 (the "2026 Notes"), and $400 million of 4.375% senior notes due 2028 (the "2028 Notes"), collectively referred to as the "Seniorour Senior Notes," bonds, and other long-term debt. Our Senior Notes and bonds are classified as Level Two due to the use and weighting of multiple market inputs in the final price of the security. We estimated the fair value of other debt instruments using a discounted cash flow analysis based on current market inputs for similar types of arrangements. Based upon the lack of available market data, we have classified our revolving credit facility and other debt instruments as Level Three. The primary sensitivity in these ~~calculations~~models is based on the selection of appropriate discount rates. Fluctuations in these assumptions will result in different estimates of fair value.

March 31, 2019
Carrying value Fair value Quoted prices in active markets for identical assets (Level One) Significant other observable inputs (Level Two) Significant unobservable inputs (Level Three)
Debt (1) $ 1,756
$ 1,813
$ —
$ 1,628
$ 185



	September 30, 2019
	Carrying value		Fair value		Quoted prices in active markets for identical assets (Level One)		Significant other observable inputs (Level Two)		Significant unobservable inputs (Level Three)
Debt (1)	$	1,627	$	1,745	$	—	$	1,685	$	60

(1) Excludes ~~$12~~$11 million of finance lease obligations and ~~$16~~$15 million of unamortized discounts and deferred financing fees.



	December 31, 2018
	Carrying value		Fair value		Quoted prices in active markets for identical assets (Level One)		Significant other observable inputs (Level Two)		Significant unobservable inputs (Level Three)
Debt (2)	$	1,638	$	1,651	$	—	$	1,584	$	67

(2) Excludes $12 million of capital lease obligations and $16 million of unamortized discounts and deferred financing fees.

Interest Rate Locks—At ~~March 31,~~September 30, 2019, we ~~have one~~had outstanding interest rate ~~lock~~locks with ~~a $200~~$275 million notional value and a mandatory settlement ~~date~~dates of 2021. The interest rate ~~lock hedges~~locks hedge a portion of the risk of changes in the benchmark interest rate associated with long-term debt we anticipate issuing in the future. ~~This~~The outstanding derivative ~~instrument was~~instruments are designated as a cash flow ~~hedge~~hedges and deemed highly effective both at inception and at ~~March~~September 30, 2019.

During the three and nine months ended September 30, 2019, we recognized $13 million and $30 million of pre-tax losses, respectively, and during the three and nine months ended September 30, 2018, we recognized $3 million and $2 million of pre-tax gains, respectively, in unrealized gains (losses) on derivative activity on our condensed consolidated statements of comprehensive income. At September 30, 2019 and December 31, ~~2019.~~2018, we had $34 million and $4 million of liabilities related to these derivative instruments, respectively, recorded in other long-term liabilities on our condensed consolidated balance sheets. We estimated the fair values of interest rate locks, which are classified as Level Two in the fair value hierarchy, using discounted cash flow models. The primary sensitivity in these models is based on forward and discount curves.

During the three months ended September 30, 2018, we settled interest rate locks with $225 million notional value upon issuance of the 2028 Notes.

11. OTHER LONG-TERM LIABILITIES



	September 30, 2019		December 31, 2018
Deferred compensation plans funded by rabbi trusts (Note 4)	$	419	$	367
Income taxes payable	145		131
Self-insurance liabilities (Note 13)	79		78
Deferred income taxes	47		54
Guarantee liabilities (Note 13)	37		76
Other	119		134
Total other long-term liabilities	$	846	$	840

March 31, 2019 December 31, 2018
Deferred compensation plans funded by rabbi trusts (Note 4) $ 413
$ 367
Taxes payable 136
131
Self-insurance liabilities (Note 13) 78
78
Guarantee liabilities (Note 13) 53
76
Deferred income taxes 48
54
Other 94
134
Total other long-term liabilities $ 822
$ 840

12. INCOME TAXES

The effective income tax rates for the three months ended ~~March 31,~~September 30, 2019 and ~~March 31,~~September 30, 2018 were ~~23.5%~~26.9% and ~~26.7%~~7.7%, respectively. The effective income tax rates for the nine months ended September 30, 2019 and September 30, 2018 were 25.0% and 21.2%, respectively. Our effective tax rate ~~decreased~~increased for the three and nine months ended ~~March 31,~~September 30, 2019, compared to the three and nine months ended ~~March 31,~~September 30, 2018, primarily due to ~~a benefit recognized during~~ the ~~three months ended March 31, 2019 to adjust certain foreign deferred tax liabilities, which is partially offset by the earnings impact on the~~low effective tax rate ofon the ~~portfolio sale of Grand Hyatt San Francisco, Andaz Maui at Wailea Resort, and Hyatt Regency Coconut Point Resort and Spa recognized during the three months ended March 31,~~HRMC transaction in 2018.

~~Unrecognized tax benefits were $116 million at March 31, 2019 and December 31, 2018, of which $12 million and $15 million, respectively, would impact the effective tax rate, if recognized.~~

We are currently under field exam by the Internal Revenue Service ("IRS") for tax years 2015 through 2017. U.S. tax years 2009 through 2011 are before the U.S. Tax Court concerning the tax treatment of the loyalty ~~program, and~~program. Additionally, U.S. tax years 2012 through 2014 are ~~at IRS appeals level for~~pending the ~~carryover effect~~outcome of the issue currently in U.S. Tax Court. If the IRS' position to include loyalty program contributions as taxable income to the Company is upheld, it would result in an income tax payment of ~~$182~~$188 million (including ~~$38~~$44 million of estimated interest, net of federal tax benefit) for all assessed years that would be partially offset by a deferred tax asset. As future tax benefits will be recognized at the reduced U.S. corporate income tax rate, ~~$63~~$67 million of the payment and related interest would

have an impact on the effective tax rate, if recognized. We believe we have an adequate uncertain tax liability recorded in connection with this matter.

13. COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we enter into various commitments, guarantees, surety bonds, and letter of credit agreements, which are discussed below:

Commitments—At ~~March 31,~~September 30, 2019, we are committed, under certain conditions, to lend or provide certain consideration to, or invest in, various business ventures up to ~~$433~~$395 million, net of any related letters of credit, ~~in various business ventures,~~ including a commitment to purchase land and a ~~to-be-constructed~~ hotel ~~located~~under construction in Portland, Oregon from the developer for a remaining purchase price of approximately ~~$141~~$140 million upon substantial completion of construction.

Performance Guarantees—Certain of our contractual agreements with third-party hotel owners require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels.

Our most significant performance guarantee relates to ~~four~~4 managed hotels in France that we began managing in the second quarter of 2013 ("the four managed hotels in France"), which has a term of seven years and ~~approximately~~less than one ~~and one-quarter years~~year remaining. This guarantee has a maximum cap, but does not have an annual cap. The remaining maximum exposure related to our performance guarantees at ~~March 31,~~September 30, 2019 was ~~$260~~$252 million, of which €180 million ($~~202~~196 million using exchange rates at ~~March 31,~~September 30, 2019) was related to the ~~four~~4 managed hotels in France.

We had ~~$46~~$13 million and $47 million of total net performance guarantee liabilities at ~~March 31,~~September 30, 2019 and December 31, 2018, respectively, which included ~~$21~~$4 million and $25 million recorded in other long-term liabilities and ~~$25~~$9 million and $22 million in accrued expenses and other current liabilities on our condensed consolidated balance sheets, respectively.



	The four managed hotels in France						Other performance guarantees						All performance guarantees
	2019			2018			2019			2018			2019			2018
Beginning balance, January 1	$	36		$	58		$	11		$	13		$	47		$	71
Initial guarantee obligation liability	—			—			1			—			1			—
Amortization of initial guarantee obligation liability into income	(8		)	(8		)	(1		)	(2		)	(9		)	(10		)
Performance guarantee expense (recovery), net	24			36			—			(1		)	24			35
Net payments during the period	(36		)	(50		)	(4		)	(5		)	(40		)	(55		)
Ending balance, June 30	$	16		$	36		$	7		$	5		$	23		$	41
Amortization of initial guarantee obligation liability into income	(4		)	(3		)	(1		)	(1		)	(5		)	(4		)
Performance guarantee expense (recovery), net	(1		)	3			2			3			1			6
Net (payments) receipts during the period	(3		)	(9		)	(2		)	2			(5		)	(7		)
Foreign currency exchange, net	(1		)	1			—			—			(1		)	1
Ending balance, September 30	$	7		$	28		$	6		$	9		$	13		$	37

The four managed hotels in France Other performance guarantees All performance guarantees
2019 2018 2019 2018 2019 2018
Beginning balance, January 1 $ 36
$ 58
$ 11
$ 13
$ 47
$ 71
Initial guarantee obligation liability —
—
1
—
1
—
Amortization of initial guarantee obligation liability into income (4 ) (4 ) —
(1 ) (4 ) (5 )
Performance guarantee expense, net 20
27
1
1
21
28
Net payments during the period (16 ) (23 ) (3 ) (1 ) (19 ) (24 )
Foreign currency exchange, net —
2
—
—
—
2
Ending balance, March 31 $ 36
$ 60
$ 10
$ 12
$ 46
$ 72

Additionally, we enter into certain management contracts where we have the right, but not an obligation, to make payments to certain hotel owners if their hotels do not achieve specified levels of operating profit. If we choose not to fund the shortfall, the hotel owner has the option to terminate the management contract. At ~~March 31,~~September 30, 2019 and December 31, 2018, there were no0 amounts recognized on our condensed consolidated balance sheets related to these performance test clauses.

Debt Repayment and Other Guarantees—We enter into various debt repayment and other guarantees in order to assist property owners and unconsolidated hospitality ventures in obtaining third-party financing or to obtain more favorable borrowing terms. Included within debt repayment and other guarantees are the following:



Property description	Maximum potential future payments		Maximum exposure net of recoverability from third parties		Other long-term liabilities recorded at September 30, 2019		Other long-term liabilities recorded at December 31, 2018		Year of guarantee expiration
Hotel properties in India (1)	$	169	$	169	$	6	$	10	2020
Hotel and residential properties in Brazil (2), (3)	97		40		3		3		various, through 2023
Hotel properties in Tennessee (2)	44		20		9		2		various, through 2023
Hotel property in Massachusetts (2), (4)	40		14		7		8		various, through 2022
Hotel properties in California (2)	31		12		3		4		various, through 2021
Hotel property in Oregon (2), (4)	28		7		3		4		various, through 2022
Hotel property in Arizona (2), (3)	25		—		—		1		2019
Other (2), (5)	10		5		2		19		2022
Total	$	444	$	267	$	33	$	51

Property description Maximum potential future payments Maximum exposure net of recoverability from third parties Other long-term liabilities recorded at March 31, 2019 Other long-term liabilities recorded at December 31, 2018 Year of guarantee expiration
Hotel properties in India (1) $ 174
$ 174
$ 9
$ 10
2020
Hotel property in Massachusetts (2), (5) 95
16
8
8
various, through 2022
Hotel and residential properties in Brazil (2), (3) 95
40
3
3
various, through 2023
Hotel property in Oregon (2), (4) 50
6
3
4
various, through 2022
Hotel properties in California (2) 31
13
4
4
various, through 2021
Hotel property in Arizona (2), (3) 25
—
—
1
2019
Other (2), (6) 22
11
5
21
various, through 2022
Total $ 492
$ 260
$ 32
$ 51

(1) Debt repayment guarantee is denominated in Indian rupees and translated using exchange rates at ~~March 31,~~September 30, 2019. We have the contractual right to recover amounts funded from an unconsolidated hospitality venture, which is a related party. We expect our maximum exposure to be ~~$87~~$85 million, taking into account our partner's 50% ownership interest in the unconsolidated hospitality venture. Under certain events or conditions, we have the right to force the sale of the properties in order to recover amounts funded.

(2) We have agreements with our unconsolidated hospitality venture partners, the respective hotel owners, or other third parties to recover certain amounts funded under the debt repayment guarantee; the recoverability mechanism may be in the form of cash, financing receivable, or HTM debt security.

(3) If certain funding thresholds are met or if certain events occur, we have the ability to assume control of the ~~property~~.property. With respect to properties in Brazil, this right only exists for the residential property.

(4) WeIn conjunction with the debt repayment guarantees, we are subject to a completion ~~guarantee~~guarantees whereby the parties agree to substantially complete the construction of the project by a specified date. In the event of default, we are obligated to complete construction using the funds available from the outstanding loan. Any additional funds paid by us are subject to partial recovery in the form of cash. At ~~March 31,~~September 30, 2019, the maximum potential future payments for the property in Massachusetts and ~~maximum exposure net~~the property in Oregon are $13 million and $12 million, respectively. After consideration of recoverability from third parties, ~~under the completion guarantee are $35 million and zero, respectively.~~

(5) We are subject to a completion guarantee whereby the parties agree to substantially complete the construction of the project by a specified date. In the event of default, we are obligated to complete construction using the funds available from the outstanding loan. Any additional funds paid by us are subject to partial recovery in the form of cash. At March 31, 2019, the maximum potential future payments andour maximum exposure ~~net of recoverability from third parties under~~is insignificant for both the ~~completion guarantee are $68 million~~property in Massachusetts and ~~$2 million, respectively.~~the property in Oregon at September 30, 2019.

~~(6)~~(5) At December 31, 2018, other-long term liabilities included a debt repayment guarantee for a hotel property in Washington State. During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, the debt was refinanced, and we are no longer a guarantor. As a result, we recognized a $15 million release of our debt repayment guarantee liability in other income (loss), net on our condensed consolidated statements of income for the ~~three~~nine months ended ~~March 31,~~September 30, 2019 (see Note 19).

At ~~March 31,~~September 30, 2019, we are not aware of, nor have we received notification that hotel owners are not current on their debt service obligations where we have provided a debt repayment guarantee.

Guarantee Liabilities Fair Value—We estimated the fair value of our guarantees to be ~~$111~~$112 million and $128 million at ~~March 31,~~September 30, 2019 and December 31, 2018, respectively. Based upon the lack of available market data, we have classified our guarantees as Level Three in the fair value hierarchy.

Insurance—We obtain commercial insurance for potential losses for general liability, workers' compensation, automobile liability, employment practices, crime, property, cyber risk, and other miscellaneous coverages. A portion of the risk is retained on a self-insurance basis primarily through U.S.-based and licensed captive insurance companies that are wholly owned subsidiaries of Hyatt and generally insure our deductibles and retentions. Reserve requirements are established based on actuarial projections of ultimate losses. Reserves for losses in our captive insurance companies to be paid within 12 months are $40 million and $38 million at ~~both March 31,~~September 30, 2019 and December 31, 2018, respectively, and are classified within accrued expenses and other current liabilities on our condensed consolidated balance sheets, while reserves for losses in our captive insurance companies to be paid in future periods are $79 million and $78 million at ~~both March 31,~~September 30, 2019 and December 31, 2018, respectively, and are included in other long-term liabilities on our condensed consolidated balance sheets.

Collective Bargaining Agreements—At ~~March 31,~~September 30, 2019, approximately 22% of our U.S.-based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment, and orderly settlement of labor disputes. Certain employees are covered by union-sponsored, multi-employer pension and health plans pursuant to agreements between us and various unions. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe our employee relations are good.

Surety Bonds—Surety bonds issued on our behalf were ~~$37~~$46 million at ~~March 31,~~September 30, 2019 and primarily relate to workers' compensation, taxes, licenses, construction liens, and utilities related to our lodging operations.

Letters of Credit—Letters of credit outstanding on our behalf at ~~March 31,~~September 30, 2019 were ~~$283~~$286 million, which relate to our ongoing operations, hotel properties under development in the U.S., ~~including one unconsolidated hospitality venture,~~ collateral for estimated insurance claims, and securitization of our performance under our debt repayment guarantees associated with the hotel properties in India and the residential property in Brazil, which are only called upon if we default on our guarantees. The letters of credit outstanding do not reduce the available capacity under our revolving credit facility (see Note 10).

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

Other—We act as general partner of various partnerships owning hotel properties that are subject to mortgage indebtedness. These mortgage agreements generally limit the lender's recourse to security interests in assets financed and/or other assets of the partnership(s) and/or the general partner(s) thereof.

In conjunction with financing obtained for our unconsolidated hospitality ventures, certain managed hotels, and other properties, we may provide standard indemnifications to the lender for loss, liability, or damage occurring as a result of our actions or actions of the other unconsolidated hospitality venture partners, respective hotel owners, or other third parties.

As a result of certain dispositions, we have agreed to provide customary indemnifications to third-party purchasers for certain liabilities incurred prior to sale and for breach of certain representations and warranties made during the sales process, such as representations of valid title, authority, and environmental issues that may not be limited by a contractual monetary amount. These indemnification agreements survive until the applicable statutes of limitation expire or until the agreed upon contract terms expire.

We are subject, from time to time, to various claims and contingencies related to lawsuits, taxes, and environmental matters, as well as commitments under contractual obligations. Many of these claims are covered under our current insurance programs, subject to deductibles. Although the ultimate liability for these matters cannot be determined at this point, based on information currently available, we do not expect the ultimate resolution of such claims and litigation to have a material effect on our condensed consolidated financial statements.

During the year ended December 31, 2018, we received a notice from the Indian tax authorities assessing additional service tax on our operations in India. We appealed this decision and do not believe a loss is probable, and therefore, we have not recognized a liability in connection with this matter. At ~~March 31,~~September 30, 2019, our maximum exposure is not expected to exceed $18 million.

14. EQUITY

Accumulated Other Comprehensive Loss



	Balance at July 1, 2019			Current period other comprehensive income (loss) before reclassification			Amount reclassified from accumulated other comprehensive loss		Balance at September 30, 2019
Foreign currency translation adjustments	$	(191	)	$	(27	)	$	—	$	(218	)
Unrecognized pension cost	(5		)	—			—		(5		)
Unrealized losses on derivative instruments	(16		)	(9		)	—		(25		)
Accumulated other comprehensive loss	$	(212	)	$	(36	)	$	—	$	(248	)

	Balance at January 1, 2019			Current period other comprehensive income (loss) before reclassification			Amount reclassified from accumulated other comprehensive loss		Balance at September 30, 2019
Foreign currency translation adjustments	$	(191	)	$	(27	)	$	—	$	(218	)
Unrecognized pension cost	(5		)	—			—		(5		)
Unrealized losses on derivative instruments	(4		)	(21		)	—		(25		)
Accumulated other comprehensive loss	$	(200	)	$	(48	)	$	—	$	(248	)

	Balance at July 1, 2018			Current period other comprehensive income (loss) before reclassification			Amount reclassified from accumulated other comprehensive loss (a)		Balance at September 30, 2018
Foreign currency translation adjustments	$	(266	)	$	9		$	62	$	(195	)
Unrecognized pension cost	(7		)	—			—		(7		)
Unrealized losses on derivative instruments	(3		)	3			—		—
Accumulated other comprehensive loss	$	(276	)	$	12		$	62	$	(202	)
(a) The amounts reclassified from accumulated other comprehensive loss include the gain recognized in gains on sales of real estate related to the HRMC transaction (see Note 6).

	Balance at January 1, 2018			Current period other comprehensive income (loss) before reclassification			Amount reclassified from accumulated other comprehensive loss (b)		Balance at September 30, 2018
Foreign currency translation adjustments	$	(243	)	$	(29	)	$	77	$	(195	)
Unrecognized pension cost	(7		)	—			—		(7		)
Unrealized losses on derivative instruments	(3		)	3			—		—
Accumulated other comprehensive loss	$	(253	)	$	(26	)	$	77	$	(202	)
(b) The amounts reclassified from accumulated other comprehensive loss include the net gain recognized in gains on sales of real estate related to the derecognition of a wholly owned subsidiary and the HRMC transaction (see Note 6).

Balance at
January 1, 2019 Current period other comprehensive income (loss) before reclassification Amount reclassified from accumulated other comprehensive loss Balance at March 31, 2019
Foreign currency translation adjustments $ (191 ) $ (6 ) $ —
$ (197 )
Unrecognized pension cost (5 ) —
—
(5 )
Unrealized losses on derivative instruments (4 ) (4 ) —
(8 )
Accumulated other comprehensive loss $ (200 ) $ (10 ) $ —
$ (210 )

Balance at
January 1, 2018 Current period other comprehensive income (loss) before reclassification Amount reclassified from accumulated other comprehensive loss Balance at
March 31, 2018
Foreign currency translation adjustments $ (243 ) $ 23
$ —
$ (220 )
Unrecognized pension cost (7 ) —
—
(7 )
Unrealized losses on derivative instruments (3 ) —
—
(3 )
Accumulated other comprehensive income (loss) $ (253 ) $ 23
$ —
$ (230 )

Share Repurchase—During 2018 and 2017, our board of directors authorized the repurchase of up to $750 million and $1,250 million, respectively, of our common stock. These repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase transaction, at prices we deem appropriate and subject to market conditions, applicable law, and other factors deemed relevant in our sole discretion. The common stock repurchase program applies to our Class A and Class B common stock. The common stock repurchase program does not obligate us to repurchase any dollar amount or number of shares of common stock and the program may be suspended or discontinued at any time.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, we repurchased ~~1,452,858~~3,829,427 shares of common stock. The shares of common stock were repurchased at a weighted-average price of ~~$70.22~~$73.08 per share for an aggregate purchase price of ~~$102~~$280 million, excluding related insignificant expenses. The shares repurchased during the ~~three~~nine months ended ~~March 31,~~September 30, 2019 represented approximately 1%4% of our total shares of common stock outstanding at December 31, 2018.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, we entered into the following accelerated share repurchase ("ASR") program with a third-party financial institution to repurchase Class A shares:



	Total number of shares repurchased (1)	Weighted-average price per share		Total cash paid
May 2018 ASR	2,481,341	$	80.60	$	200
(1) The delivery of shares resulted in a reduction in weighted-average common shares outstanding for basic and diluted earnings per share.

During the nine months ended September 30, 2018, we repurchased ~~1,209,987~~8,560,012 shares of common stock, including settlement of the May 2018 ASR and 244,260 shares representing the settlement of an ~~accelerated share repurchase~~ASR program entered into during the fourth quarter of 2017 ("November 2017 ASR"). The shares of common stock were repurchased at a weighted-average price of ~~$76.89~~$78.42 per share and an aggregate purchase price of ~~$95~~$674 million, excluding related insignificant expenses. The aggregate purchase price includes $20 million of shares delivered in the settlement of the November 2017 ASR in 2018, for which payment was made during 2017. The shares repurchased during the ~~three~~nine months ended ~~March 31,~~September 30, 2018 represented approximately 1%7% of our total shares of common stock outstanding at December 31, 2017.

The shares of Class A common stock repurchased on the open market were retired and returned to the status of authorized and unissued ~~shares.~~shares, while the shares of Class B common stock repurchased were retired and the total number of authorized Class B shares was reduced by the number of shares retired during the three months ended September 30, 2019 (see Note 16). At ~~March 31,~~September 30, 2019, we had ~~$566~~$388 million remaining under the share repurchase authorization.

Dividend—~~During the three months ended March 31, 2019, we~~The following tables summarize dividends paid ~~$7 million and $13 million of cash dividends~~ to Class A and Class B shareholders of ~~record, respectively. During the three months ended March 31, 2018, we paid $7 million and $11 million of cash dividends to Class A and Class B shareholders of record, respectively.~~record:

Date declared
Dividend per share amount
for Class A and Class B
Date of record Date paid
February 13, 2019 $ 0.19
February 27, 2019 March 11, 2019
February 14, 2018 $ 0.15
March 22, 2018 March 29, 2018



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Class A common stock	$	8	$	7	$	22	$	21
Class B common stock	12		10		38		31
Total cash dividends paid	$	20	$	17	$	60	$	52



Date declared	Dividend per share amount for Class A and Class B		Date of record	Date paid
February 13, 2019	$	0.19	February 27, 2019	March 11, 2019
May 17, 2019	$	0.19	May 29, 2019	June 10, 2019
July 31, 2019	$	0.19	August 27, 2019	September 9, 2019
February 14, 2018	$	0.15	March 22, 2018	March 29, 2018
May 16, 2018	$	0.15	June 19, 2018	June 28, 2018
July 31, 2018	$	0.15	September 6, 2018	September 20, 2018

15. STOCK-BASED COMPENSATION

As part of our Long-Term Incentive Plan ("LTIP"), we award Stock Appreciation Rights ("SARs"), Restricted Stock Units ("RSUs"), and Performance Share Units ("PSUs") to certain employees. Compensation expense and unearned compensation presented below exclude amounts related to employees of our managed hotels and other employees whose payroll is reimbursed, as this expense has been and will continue to be reimbursed by our third-party hotel owners and is recognized within revenues for the reimbursement of costs incurred on behalf of managed and franchised properties and costs incurred on behalf of managed and franchised properties on our condensed consolidated statements of income. Stock-based compensation expense included in selling, general, and administrative expense on our condensed consolidated statements of income related to these awards was as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
SARs	$	1	$	1	$	11	$	10
RSUs	2		2		13		14
PSUs	1		2		4		4
Total	$	4	$	5	$	28	$	28

Three Months Ended March 31,
2019 2018
SARs $ 10
$ 8
RSUs 9
9
PSUs 1
1
Total $ 20
$ 18

SARs—During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, we granted 643,989 SARs to employees with a weighted-average grant date fair value of $17.11. During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, we granted ~~465,842~~504,760 SARs to employees with a weighted-average grant date fair value of ~~$21.13.~~$21.18.

RSUs—During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, we granted ~~332,102~~355,774 RSUs to employees with a weighted-average grant date fair value of ~~$71.65.~~$72.05. During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, we granted ~~258,085~~272,549 RSUs to employees with a weighted-average grant date fair value of ~~$80.00.~~$79.90.

PSUs—During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, we ~~did not~~granted 120,720 PSUs to employees with a weighted-average grant date fair value of $77.95. The performance period applicable to such PSUs ~~under our LTIP.~~is a three year period beginning January 1, 2019 and ending December 31, 2021. During the ~~three~~nine months ended ~~March 31,~~September 30, 2018, we granted 89,441 PSUs to our executive officers, with a weighted-average grant date fair value of $82.10.

Our total unearned compensation for our stock-based compensation programs at ~~March 31,~~September 30, 2019 was $4$2 million for SARs, ~~$21~~$17 million for RSUs, and $4$10 million for PSUs, which will primarily be recognized in stock-based compensation expense over a weighted-average period of three years with respect to SARs and RSUs and two years with respect to PSUs.

16. RELATED-PARTY TRANSACTIONS

In addition to those included elsewhere in the Notes to our condensed consolidated financial statements, related-party transactions entered into by us are summarized as follows:

Legal Services—A partner in a law firm that provided services to us throughout the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and ~~March 31,~~September 30, 2018 is the brother-in-law of our Executive Chairman. We incurred $1$2 million of legal fees with this firm during each of the three months ended ~~March 31,~~September 30, 2019 and ~~March 31,~~September 30, 2018. We incurred $5 million of legal fees with this firm during each of the nine months ended September 30, 2019 and September 30, 2018. At ~~March 31,~~September 30, 2019 and December 31, 2018, we had $1$2 million and insignificant amounts due to the law firm, respectively.

Equity Method Investments—We have equity method investments in entities that own properties for which we receive management or franchise fees. We recognized $5 million of fees for each of the three months ended September 30, 2019 and $4September 30, 2018, respectively. We recognized $15 million of fees for each of the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and ~~March 31, 2018, respectively. At March 31, 2019 and December 31, 2018, we had $10~~

~~million and $17 million, respectively, of receivables due from these properties.~~September 30, 2018. In addition, in some cases we provide loans (see Note 5) or guarantees (see Note 13) to these entities. During ~~each of~~ the three months ended ~~March 31,~~September 30, 2019 and ~~March 31,~~September 30, 2018, we recognized $1 million and $2 million of income related to these ~~guarantees.~~guarantees, respectively. We recognized income related to these guarantees of $3 million and $5 million during the nine months ended September 30, 2019 and September 30, 2018, respectively. At September 30, 2019 and December 31, 2018, we had $13 million and $17 million of receivables due from these properties, respectively. Our ownership interest in these unconsolidated hospitality ventures varies from 24% to 50%. See Note 4 for further details regarding these investments.

Other Services—The brother of our Executive Chairman is affiliated with a limited partnership which has ownership interests in hotels from which we recorded management and franchise fees of $2 million and $4 million during the three and nine months ended September 30, 2019, respectively. At both September 30, 2019 and December 31, 2018, we had insignificant receivables due from these properties.

Class B Share Conversion—During the three and nine months ended ~~March 31,~~September 30, 2018, ~~257,194~~950,161 shares and 1,207,355 shares of Class B common stock were converted on a share-for-share basis into shares of our Class A common stock, $0.01 par value per share. ~~A portion of the~~The shares of Class B common stock that were converted into shares of Class A common stock were retired, ~~during the three months ended March 31, 2018, and the remaining were retired subsequent to the three months ended March 31, 2018,~~ thereby reducing the shares of Class B common stock authorized and outstanding.

Class B Share Repurchase—During the three and nine months ended September 30, 2019, we repurchased 677,384 shares of Class B common stock for a weighted-average price of $74.21 per share, for an aggregate purchase price of approximately $50 million. The shares repurchased represented approximately 1% of our total shares of common stock outstanding prior to the repurchase. During the nine months ended September 30, 2018, we repurchased 2,427,000 shares of Class B common stock for a weighted-average price of $78.11 per share, for an aggregate purchase price of approximately $190 million. The shares repurchased represented approximately 2% of our total shares of common stock outstanding prior to the repurchase. The shares of Class B common stock were repurchased in privately negotiated transactions from trusts or limited partnerships owned indirectly by trusts for the benefit of certain Pritzker family members or private charitable organizations affiliated with certain Pritzker family members and were retired, thereby reducing the shares of Class B common stock authorized and outstanding by the repurchased share amount.

17. SEGMENT INFORMATION

Our reportable segments are components of the business which are managed discretely and for which discrete financial information is reviewed regularly by the chief operating decision maker ("CODM") to assess performance and make decisions regarding the allocation of resources. Our CODM is our President and Chief Executive Officer. We define our reportable segments as follows:

~~Owned and leased hotels~~—This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations and for purposes of segment Adjusted EBITDA, includes our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture. Adjusted EBITDA includes intercompany expenses related to management fees paid to the Company's management and franchising segments, which are eliminated in consolidation. Intersegment revenues relate to promotional award redemptions earned by our owned and leased hotels related to our co-branded credit cards and revenues earned under the loyalty program for stays at our owned and leased hotels and are eliminated in consolidation.

~~Americas management and franchising~~

•

Owned and leased hotels—This segment derives its earnings from owned and leased hotel properties located predominantly in the United States but also in certain international locations and for purposes of segment Adjusted EBITDA, includes our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture. Adjusted EBITDA includes intercompany expenses related to management fees paid to the Company's management and franchising segments, which are eliminated in consolidation. Intersegment revenues relate to promotional award redemptions earned by our owned and leased hotels related to our co-branded credit cards and revenues earned under the loyalty program for stays at our owned and leased hotels and are eliminated in consolidation.

•

Americas management and franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in the United States, Latin America, Canada, and the Caribbean. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These costs relate primarily to payroll costs at managed properties where the Company is the employer, as well as costs associated with reservations, sales, marketing, technology, and the loyalty program operated on behalf of owners of managed and franchised properties. The intersegment revenues relate to management fees earned from the Company's owned and leased hotels and are eliminated in consolidation.

~~ASPAC management and franchising~~—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Southeast Asia, Greater China, Australia, South Korea, Japan, and Micronesia. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These costs relate primarily to reservations, sales, marketing, technology, and the loyalty program operated on behalf of owners of managed and franchised properties. The intersegment revenues relate to management fees earned from the Company's owned hotel and are eliminated in consolidation.

~~EAME/SW Asia management and franchising~~—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Europe, Africa, the Middle East, India, Central Asia, and Nepal. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties as well as revenues from residential management operations. These costs relate primarily to payroll costs at managed properties where the Company is the employer, as well as costs associated with reservations, sales, marketing, technology, and the loyalty program operated on behalf of owners of managed and franchised properties. The intersegment revenues relate to management fees earned from the Company's owned and leased hotels and are eliminated in consolidation.

•

ASPAC management and franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Southeast Asia, Greater China, Australia, South Korea, Japan, and Micronesia. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These costs relate primarily to reservations, sales, marketing, technology, and the loyalty program operated on behalf of owners of managed and franchised properties. The intersegment revenues relate to management fees earned from the Company's owned hotel and are eliminated in consolidation.


•	EAME/SW Asia management and franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Europe, Africa, the Middle East, India, Central Asia, and Nepal. This segment's revenues also include the

reimbursement of costs incurred on behalf of managed and franchised properties. These costs relate primarily to reservations, sales, marketing, technology, and the loyalty program operated on behalf of owners of managed and franchised properties. The intersegment revenues relate to management fees earned from the Company's owned and leased hotels and are eliminated in consolidation.

Our CODM evaluates performance based on owned and leased hotels revenues, management, franchise, and other fees revenues, and Adjusted EBITDA. Adjusted EBITDA, as we define it, is a non-GAAP measure.We define Adjusted EBITDA as net income attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated hospitality ventures Adjusted EBITDA based on our ownership percentage of each venture, adjusted to exclude interest expense; provision for income taxes; depreciation and amortization; amortization of management and franchise agreement assets constituting payments to customers ("Contra revenue"); revenues for the reimbursement of costs incurred on behalf of managed and franchised properties; costs incurred on behalf of managed and franchised properties; equity earnings (losses) from unconsolidated hospitality ventures; stock-based compensation expense; gains (losses) on sales of real estate; asset impairments; and other income (loss), net.

The table below shows summarized consolidated financial information by segment. Included within corporate and other are the results of Miraval and Exhale, Hyatt Residence Club license fees, results related to our co-branded credit cards, and unallocated corporate expenses.


	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018			2019			2018
Owned and leased hotels
Owned and leased hotels revenues	$	458		$	507		$	425		$	443		$	1,364		$	1,428
Intersegment revenues (a)	7			9			11			7			27			26
Adjusted EBITDA	101			113			76			91			291			324
Depreciation and amortization	60			68			62			65			185			197
Americas management and franchising
Management, franchise, and other fees revenues	103			98			106			95			326			301
Contra revenue	(4		)	(3		)	(4		)	(4		)	(11		)	(10		)
Other revenues	36			—			16			—			71			—
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	548			420			565			447			1,688			1,328
Intersegment revenues (a)	17			18			14			16			47			52
Adjusted EBITDA	92			87			92			83			285			266
Depreciation and amortization	6			4			6			2			18			6
ASPAC management and franchising
Management, franchise, and other fees revenues	32			30			32			30			96			90
Contra revenue	—			(1		)	—			—			(1		)	(1		)
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	24			20			30			24			80			67
Intersegment revenues (a)	—			—			1			1			1			1
Adjusted EBITDA	20			18			19			19			59			55
Depreciation and amortization	1			—			1			1			3			1
EAME/SW Asia management and franchising
Management, franchise, and other fees revenues	18			18			21			21			58			58
Contra revenue	(1		)	(1		)	(1		)	(1		)	(4		)	(4		)
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	17			16			20			16			54			49
Intersegment revenues (a)	2			2			3			3			7			8
Adjusted EBITDA	10			10			12			12			33			33
Depreciation and amortization	—			—			1			—			1			—
Corporate and other
Revenues	35			32			32			26			101			89
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	1			—			2			2			4			3
Intersegment revenues (a)	—			(2		)	—			(2		)	(1		)	(5		)
Adjusted EBITDA	(37		)	(29		)	(35		)	(29		)	(107		)	(85		)
Depreciation and amortization	13			11			15			13			41			39
Eliminations
Revenues (a)	(26		)	(27		)	(29		)	(25		)	(81		)	(82		)
Adjusted EBITDA	1			3			(1		)	(1		)	2			2
TOTAL
Revenues	$	1,241		$	1,109		$	1,215		$	1,074		$	3,745		$	3,316
Adjusted EBITDA	187			202			163			175			563			595
Depreciation and amortization	80			83			85			81			248			243


(a)	Intersegment revenues are included in management, franchise, and other fees revenues, owned and leased hotels revenues, and other revenues and eliminated in Eliminations.

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net income attributable to Hyatt Hotels Corporation	$	296		$	237		$	445		$	725
Interest expense	19			19			58			57
Provision for income taxes	109			19			148			194
Depreciation and amortization	85			81			248			243
EBITDA	509			356			899			1,219
Contra revenue	5			5			16			15
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	(617		)	(489		)	(1,826		)	(1,447		)
Costs incurred on behalf of managed and franchised properties	633			487			1,871			1,447
Equity losses from unconsolidated hospitality ventures	5			6			2			17
Stock-based compensation expense (Note 15)	4			5			28			28
Gains on sales of real estate (Note 6)	(373		)	(239		)	(374		)	(769		)
Asset impairments	9			21			13			21
Other (income) loss, net (Note 19)	(25		)	9			(104		)	22
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA	13			14			38			42
Adjusted EBITDA	$	163		$	175		$	563		$	595

Three Months Ended March 31,
2019 2018
Net income attributable to Hyatt Hotels Corporation $ 63
$ 411
Interest expense 19
19
Provision for income taxes 20
150
Depreciation and amortization 80
83
EBITDA 182
663
Contra revenue 5
5
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (590 ) (456 )
Costs incurred on behalf of managed and franchised properties 605
460
Equity losses from unconsolidated hospitality ventures 3
13
Stock-based compensation expense (Note 15) 20
18
Gains on sales of real estate (Note 6) (1 ) (529 )
Asset impairments 3
—
Other (income) loss, net (Note 19) (51 ) 18
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA 11
10
Adjusted EBITDA $ 187
$ 202

18. EARNINGS PER SHARE

The calculation of basic and diluted earnings per share, including a reconciliation of the numerator and denominator, are as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Numerator:
Net income	$	296	$	237	$	445	$	725
Net income and accretion attributable to noncontrolling interests	—		—		—		—
Net income attributable to Hyatt Hotels Corporation	$	296	$	237	$	445	$	725
Denominator:
Basic weighted-average shares outstanding	104,349,157		111,356,759		105,226,587		114,829,210
Share-based compensation	1,569,736		1,867,226		1,553,693		1,954,863
Diluted weighted-average shares outstanding	105,918,893		113,223,985		106,780,280		116,784,073
Basic Earnings Per Share:
Net income	$	2.84	$	2.12	$	4.23	$	6.31
Net income and accretion attributable to noncontrolling interests	—		—		—		—
Net income attributable to Hyatt Hotels Corporation	$	2.84	$	2.12	$	4.23	$	6.31
Diluted Earnings Per Share:
Net income	$	2.80	$	2.09	$	4.17	$	6.21
Net income and accretion attributable to noncontrolling interests	—		—		—		—
Net income attributable to Hyatt Hotels Corporation	$	2.80	$	2.09	$	4.17	$	6.21

Three Months Ended March 31,
2019 2018
Numerator:
Net income $ 63
$ 411
Net income and accretion attributable to noncontrolling interests —
—
Net income attributable to Hyatt Hotels Corporation $ 63
$ 411
Denominator:
Basic weighted-average shares outstanding 105,976,163
118,652,054
Share-based compensation 1,543,020
2,126,296
Diluted weighted-average shares outstanding 107,519,183
120,778,350
Basic Earnings Per Share:
Net income $ 0.60
$ 3.47
Net income and accretion attributable to noncontrolling interests —
—
Net income attributable to Hyatt Hotels Corporation $ 0.60
$ 3.47
Diluted Earnings Per Share:
Net income $ 0.59
$ 3.40
Net income and accretion attributable to noncontrolling interests —
—
Net income attributable to Hyatt Hotels Corporation $ 0.59
$ 3.40

The computations of diluted net income per share for the three and nine months ended ~~March 31,~~September 30, 2019 and ~~March 31,~~September 30, 2018 do not include the following shares of Class A common stock assumed to be issued as stock-settled SARs ~~and RSUs~~ because they are anti-dilutive.



	Three Months Ended September 30,		Nine Months Ended September 30,
	2019	2018	2019	2018
SARs	14,800	—	14,400	—

Three Months Ended March 31,
2019 2018
SARs 1,400
—
RSUs 200
200

19. OTHER INCOME (LOSS), NET



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Depreciation recovery	$	7		$	5		$	19		$	16
Interest income (Note 4)	6			7			18			19
Performance guarantee liability amortization (Note 13)	5			4			14			14
Unrealized gains (losses) (Note 4)	3			(15		)	23			(21		)
Release of contingent consideration liability (Note 6)	2			—			29			—
Release and amortization of debt repayment guarantee liability (Note 13)	1			2			18			8
Impairment of an equity security without a readily determinable fair value (Note 4)	—			—			—			(22		)
Loss on extinguishment of debt (Note 10)	—			(7		)	—			(7		)
Performance guarantee expense, net (Note 13)	(1		)	(6		)	(25		)	(41		)
Other, net	2			1			8			12
Other income (loss), net	$	25		$	(9	)	$	104		$	(22	)

Three Months Ended March 31,
2019 2018
Release of contingent consideration liability (Note 6) $ 25
$ —
Release and amortization of debt repayment guarantee liability (Note 13) 17
3
Unrealized gains (losses) (Note 4) 12
(12 )
Interest income (Note 4) 6
5
Depreciation recovery 6
5
Performance guarantee liability amortization (Note 13) 4
5
Performance guarantee expense, net (Note 13) (21 ) (28 )
Other, net 2
4
Other income (loss), net $ 51
$ (18 )

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

This quarterly report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about the Company's plans, strategies, financial performance, the amount by which the Company intends to reduce its real estate asset base, and the anticipated time frame for such asset dispositions, prospects, or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance, or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would," and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the factors discussed in our filings with the SEC, including our Annual Report on Form 10-K; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; the rate and the pace of economic recovery following economic downturns; levels of spending in business and leisure segments as well as consumer confidence; declines in occupancy and average daily rate; limited visibility with respect to future bookings; loss of key personnel; hostilities, or fear of hostilities, including future terrorist attacks, that affect travel; travel-related accidents; natural or man-made disasters such as earthquakes, tsunamis, tornadoes, hurricanes, floods, wildfires, oil spills, nuclear incidents, and global outbreaks of pandemics or contagious diseases or fear of such outbreaks; our ability to successfully achieve certain levels of operating profits at hotels that have performance tests or guarantees in favor of our third-party owners; the impact of hotel renovations and redevelopments; risks associated with our capital allocation plans and common stock repurchase program and other forms of shareholder capital return, including the risk that our common stock repurchase program could increase volatility and fail to enhance shareholder value; our intention to pay a quarterly cash dividend and the amounts thereof, if any; the seasonal and cyclical nature of the real estate and hospitality businesses; changes in distribution arrangements, such as through internet travel intermediaries; changes in the tastes and preferences of our customers; relationships with colleagues and labor unions and changes in labor laws; the financial condition of, and our relationships with, third-party property owners, franchisees, and hospitality venture partners; the possible inability of third-party owners, franchisees, or development partners to access capital necessary to fund current operations or implement our plans for growth; risks associated with potential acquisitions and dispositions and the introduction of new brand concepts; the timing of acquisitions and dispositions, and our ability to successfully integrate completed acquisitions with existing operations; failure to successfully complete proposed transactions (including the failure to satisfy closing conditions or obtain required approvals); our ability to successfully execute on our strategy to expand our management and franchising business while at the same time reducing our real estate asset base within targeted timeframes and at expected values; declines in the value of our real estate assets; unforeseen terminations of our management or franchise agreements; changes in federal, state, local, or foreign tax law; the impact of changes in the tax code as a result of the Tax Cuts and Jobs Act of 2017 and uncertainty as to how some of those changes may be applied; increases in interest rates and operating costs; foreign exchange rate fluctuations or currency restructurings; lack of acceptance of new brands or innovation; general volatility of the capital markets and our ability to access such markets; changes in the competitive environment in our industry, including as a result of industry consolidation, and the markets where we operate; our ability to successfully grow the World of Hyatt loyalty program; cyber incidents and information technology failures; outcomes of legal or administrative proceedings; and violations of regulations or laws related to our franchising business. These factors are not necessarily all of the important factors that could cause our actual results, performance, or achievements to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our business, financial condition, results of operations, or cash flows. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

The following discussion should be read in conjunction with the Company's condensed consolidated financial statements and accompanying Notes, which appear elsewhere in this Quarterly Report on Form 10-Q.

Executive Overview

We provide hospitality and other services on a worldwide basis through the development, ownership, operation, management, franchising, and licensing of hospitality and wellness-related businesses. We develop, own, operate, manage, franchise, license, or provide services to a portfolio of properties consisting of full service hotels, select service hotels, resorts, and other properties, including branded spas and fitness studios, and timeshare, fractional, and other forms of residential, vacation and condominium ownership units.

At ~~March 31,~~September 30, 2019, our worldwide hotel portfolio consisted of ~~856~~887 full and select service hotels ~~(210,459~~(216,495 rooms), including:

~~392~~399 managed properties ~~(118,609~~(121,785 rooms), all of which we operate under management and hotel services agreements with third-party property owners;

~~404~~427 franchised properties ~~(67,391~~(71,070 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties;

3029 owned properties ~~(14,997~~(13,737 rooms) (including 1 consolidated hospitality venture), 1 finance leased property (171 rooms), and 6 operating leased properties ~~(2,069~~(2,071 rooms), all of which we manage; and

2023 managed properties and 32 franchised properties owned or leased by unconsolidated hospitality ventures ~~(7,222~~(7,661 rooms).

Our worldwide property portfolio also included:

3 destination wellness resorts (410 rooms), all of which we own and ~~operate (including 1 consolidated hospitality venture);~~operate;

6 all-inclusive resorts ~~(2,402~~(2,403 rooms), all of which are owned by a third party in which we hold common shares and which operates the resorts under franchise agreements with us;

16 vacation ownership properties under the Hyatt Residence Club brand and operated by third parties;

2232 residential properties, which consist of branded residences and serviced apartments. We manage all of the serviced apartments and those branded residential units that participate in a rental program with an adjacent Hyatt-branded hotel; and

1039 condominium ownership properties for which we provide services for the rental programs or homeowners ~~associations.~~associations (including 1 unconsolidated hospitality venture).

Our worldwide property portfolio also included branded spas and fitness studios, comprised of managed and leased locations. Additionally, through strategic relationships, we provide certain reservation and/or loyalty program services to hotels that are unaffiliated with our hotel portfolio and which operate under other tradenames or marks owned by such hotel or licensed by third parties.

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

Owned and leased hotels, which consists of our owned and leased full service and select service hotels and, for purposes of segment Adjusted EBITDA, our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture;

Americas management and franchising ("Americas"), which consists of our management and franchising of properties located in the United States, Latin America, Canada, and the Caribbean;

ASPAC management and franchising ("ASPAC"), which consists of our management and franchising of properties located in Southeast Asia, Greater China, Australia, South Korea, Japan, and Micronesia; and

EAME/SW Asia management and franchising ("EAME/SW Asia"), which consists of our management and franchising of properties located in Europe, Africa, the Middle East, India, Central Asia, and Nepal.

Within corporate and other, we include the results of Miraval and Exhale, Hyatt Residence Club license fees, results from our co-branded credit card, and unallocated corporate expenses. The results of our owned Miraval resorts are reported in owned and leased hotels revenues and owned and leased hotels expenses on our condensed consolidated statements of income. See Part I, Item 1 "Financial Statements—Note 17 to the Condensed Consolidated Financial Statements" for further discussion of our segment structure.

During the quarter ended ~~March 31,~~September 30, 2019, we returned ~~$102~~$133 million of capital to our shareholders through share repurchases and $20 million through our quarterly dividend payment.

Our financial performance for the quarter ended ~~March 31,~~September 30, 2019 reflects ~~a decrease~~an increase in net income attributable to Hyatt Hotels Corporation of ~~$348~~$59 million compared to the quarter ended ~~March 31, 2018, driven primarily by the gain on the sales of Grand Hyatt San Francisco, Andaz Maui at Wailea Resort, and Hyatt Regency Coconut Point Resort and Spa in~~September 30, 2018.

Consolidated revenues increased ~~$132~~$141 million or ~~11.9%~~13.1% ($~~140~~146 million or ~~12.7%~~13.6%, excluding the impact of currency), during the quarter ended ~~March 31,~~September 30, 2019 compared to the quarter ended ~~March 31, 2018, driven by~~September 30, 2018. The increases in management, franchise, and other fees, other revenues, and revenues for the ~~growth~~reimbursement of ~~our third-party owned~~costs incurred on behalf of managed and franchised ~~portfolio, specifically~~properties of $15 million, $18 million, and $128 million, respectively, for the quarter ended September 30, 2019, compared to the quarter ended September 30, 2018, were primarily driven by the acquisition of Two ~~Roads, partially offset by a decrease in~~Roads. Management, franchise, and other fees also increased due to new and ramping hotels, while owned and leased hotels revenues decreased $20 million primarily due to ~~the disposition of hotel properties in 2018.~~

Owned and leased hotels revenues for the quarter ended March 31, 2019 decreased $45 million, compared to the quarter ended March 31, 2018, driven primarily by disposition activity, partially offset by acquisition activity in 2018.

Our management, franchise, and other fees for the quarter ended March 31, 2019 increased $9 million, compared to the quarter ended March 31, 2018, which was driven primarily by the Americas, due to the acquisition of Two Roads, and included a net unfavorable currency impact of $2 million.transaction activity.

Our consolidated Adjusted EBITDA for the quarter ended ~~March 31,~~September 30, 2019 decreased ~~$15~~$12 million, compared to the ~~first~~third quarter of ~~2018, which included $3 million net unfavorable currency impact. The decrease was driven primarily by~~2018. Adjusted EBITDA for our owned and leased hotels segment ~~which~~ decreased ~~$12~~$15 million primarily due to ~~dispositions in 2018.~~transaction activity. The impact of the acquisition of Two Roads was insignificant inclusive of $8 million of integration related expenses. See "—Segment Results" for further discussion. See "—Non-GAAP Measures" for an explanation of how we utilize Adjusted EBITDA, why we present it, and material limitations on its usefulness, as well as a reconciliation of our net income attributable to Hyatt Hotels Corporation to EBITDA and a reconciliation of EBITDA to consolidated Adjusted EBITDA.

Hotel Chain Revenue per Available Room ("RevPAR") Statistics.


		RevPAR					RevPAR
		Three Months Ended March 31,					Three Months Ended September 30,
(Comparable locations)	Number of comparable hotels (1)	2019		vs. 2018 (in constant $)		Number of comparable hotels (1)	2019		vs. 2018 (in constant $)
System-wide hotels	707	$	132	1.8	%	703	$	137	0.0	%
Owned and leased hotels	33	$	174	2.7	%	32	$	182	(0.1	)%
Americas full service hotels	165	$	156	3.1	%	165	$	159	1.5	%
Americas select service hotels	356	$	100	(1.5	)%	355	$	110	(2.4	)%
ASPAC full service hotels	82	$	148	1.2	%	80	$	146	(2.0	)%
ASPAC select service hotels	14	$	56	14.2	%	14	$	56	5.7	%
EAME/SW Asia full service hotels	74	$	119	3.0	%	74	$	130	1.6	%
EAME/SW Asia select service hotels	16	$	60	8.1	%	15	$	65	(0.6	)%

(1) The number of comparable hotels presented above includes owned and leased hotels.

System-wide RevPAR ~~increased 1.8%~~was flat during the three months ended ~~March 31,~~September 30, 2019, compared to the three months ended ~~March 31,~~September 30, 2018, ~~driven by~~as strong ~~group and~~ transient ~~average daily rate ("ADR") performance~~demand at full service properties in the Americas ~~as well as increased demand in certain markets in~~and EAME/SWA was offset by weakened performance at Americas select service properties and ASPAC and EAME/SW Asia. Group revenue improved as compared to 2018 as a result of higher ADR. Group revenue booked in 2019 for stays in 2019 is lower as compared to 2018, however group revenue booked in 2019 for stays in future years is higher as compared to 2018. RevPAR related to our owned and leased hotels improved due to increased group ADR in the United States.full service properties. See "—Segment Results" for discussion of RevPAR by segment.

Results of Operations

Three and Nine Months Ended ~~March 31,~~September 30, 2019 Compared with Three and Nine Months Ended ~~March 31,~~September 30, 2018

Discussion on Consolidated Results

For additional information regarding our consolidated results, please also refer to our condensed consolidated statements of income included in this quarterly report. The impact from our investments in marketable securities held to fund our deferred compensation plans through rabbi trusts was recorded on the various financial statement

line items discussed below and had no impact on net income. See "Net gains and interest income from marketable securities held to fund rabbi trusts" for the allocation of the impact to the various financial statement line items.

Owned and leased hotels revenues.


	Three Months Ended March 31,												Three Months Ended September 30,
	2019		2018		Better / (Worse)					Currency impact			2019		2018		Better / (Worse)					Currency Impact
Comparable owned and leased hotels revenues	$	434	$	430	$	4		0.8	%	$	(5	)	$	393	$	398	$	(5	)	(1.2	)%	$	(4	)
Non-comparable owned and leased hotels revenues	36		85		(49		)	(57.8	)%	(1		)	37		52		(15		)	(29.6	)%	—
Total owned and leased hotels revenues	$	470	$	515	$	(45	)	(8.9	)%	$	(6	)	$	430	$	450	$	(20	)	(4.5	)%	$	(4	)



	Nine Months Ended September 30,
	2019		2018		Better / (Worse)					Currency Impact
Comparable owned and leased hotels revenues	$	1,221	$	1,240	$	(19	)	(1.6	)%	$	(14	)
Non-comparable owned and leased hotels revenues	169		210		(41		)	(19.4	)%	(1		)
Total owned and leased hotels revenues	$	1,390	$	1,450	$	(60	)	(4.1	)%	$	(15	)

Owned and leased hotels revenues decreased ~~for~~during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the same period in the prior year, driven primarily by non-comparable owned and leased hotels revenues related to ~~dispositions, partially offset by acquisitions in 2018.~~transaction activity. See "—Segment Results" for further discussion of owned and leased hotels ~~revenues.~~revenues, including further information on acquisition and disposition activity.

Management, franchise, and other fees revenues.


	Three Months Ended March 31,									Three Months Ended September 30,
	2019		2018		Better / (Worse)					2019		2018		Better / (Worse)
Base management fees	$	63	$	53	$	10		18.2	%	$	64	$	55	$	9	17.8	%
Incentive management fees	34		34		—			0.3	%	33		33		—		(1.3	)%
Franchise fees	32		28		4			13.9	%	37		33		4		11.8	%
Management and franchise fees	129		115		14			11.8	%	134		121		13		10.9	%
Other fee revenues	12		17		(5		)	(26.3	)%
Other fees revenues										14		12		2		22.0	%
Management, franchise, and other fees	$	141	$	132	$	9		6.9	%	$	148	$	133	$	15	11.9	%



	Three Months Ended September 30,
	2019			2018			Better / (Worse)
Management, franchise, and other fees	$	148		$	133		$	15	11.9	%
Contra revenue	(5		)	(5		)	—		(13.3	)%
Net management, franchise, and other fees	$	143		$	128		$	15	11.8	%



	Nine Months Ended September 30,
	2019		2018		Better / (Worse)
Base management fees	$	195	$	167	$	28	16.9	%
Incentive management fees	106		105		1		0.8	%
Franchise fees	107		96		11		11.7	%
Management and franchise fees	408		368		40		10.9	%
Other fees revenues	39		39		—		(1.2	)%
Management, franchise, and other fees	$	447	$	407	$	40	9.8	%



	Nine Months Ended September 30,
	2019			2018			Better / (Worse)
Management, franchise, and other fees	$	447		$	407		$	40		9.8	%
Contra revenue	(16		)	(15		)	(1		)	(9.8	)%
Net management, franchise, and other fees	$	431		$	392		$	39		9.8	%

Three Months Ended March 31,
2019 2018 Better / (Worse)
Management, franchise, and other fees $ 141
$ 132
$ 9
6.9 %
Contra revenue (5 ) (5 ) —
(4.8 )%
Net management, franchise, and other fees $ 136
$ 127
$ 9
7.0 %

The ~~increase~~increases in management, franchise, and other fees, which included ~~a $2~~an insignificantand $5 million net unfavorable currency impact, for the three and nine months ended ~~March 31,~~September 30, 2019, compared to the same ~~period~~periods in the prior year, ~~was~~respectively, were driven primarily by increases in base fees, most notably in the Americas management and franchising segment due to the acquisition of Two ~~Roads~~Roads. The increases in franchise fees were driven by the Americas management and hotel conversions from owned to managed. Additionally, other fees decreased primarily due to legal settlement proceeds received in 2018 related to a franchise agreement termination for an unopened property in the Americas.franchising segment. See "—Segment Results" for further discussion.

Other revenues.~~Other revenues increased $34 million during~~ During the three and nine months ended~~March 31,~~ September 30, 2019, compared to the three and nine months ended ~~March 31,~~September 30, 2018, other revenues increased $18 million and $71 million, respectively, primarily due to revenues from the residential management operations acquired as part of Two Roads.

Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.


	Three Months Ended March 31,											Three Months Ended September 30,
	2019			2018			Change					2019		2018			Change
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	$	590		$	456		$	134		29.2	%	$	617	$	489		$	128	26.3	%
Less: rabbi trust impact	(13		)	(2		)	(11		)	(665.4	)%	—		(5		)	5		103.7	%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties excluding rabbi trust impact	$	577		$	454		$	123		26.8	%	$	617	$	484		$	133	27.6	%



	Nine Months Ended September 30,
	2019			2018			Change
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	$	1,826		$	1,447		$	379		26.2	%
Less: rabbi trust impact	(17		)	(10		)	(7		)	(83.0	)%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties excluding rabbi trust impact	$	1,809		$	1,437		$	372		25.9	%

Excluding the impact of rabbi trust, revenues for the reimbursement of costs incurred on behalf of managed and franchised properties increased during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the three and nine months ended~~March 31,~~ September 30, 2018, driven by ~~the growth of our third-party owned full service managed portfolio, specifically~~ higher reimbursements for payroll and related costs primarily as a result of the acquisition of Two ~~Roads and hotel conversions from owned to managed during 2018.~~Roads.

Owned and leased hotels expense.


	Three Months Ended March 31,									Three Months Ended September 30,
	2019		2018		Better / (Worse)					2019		2018		Better / (Worse)
Comparable owned and leased hotels expense	$	327	$	330	$	3		0.7	%	$	310	$	313	$	3	1.0	%
Non-comparable owned and leased hotels expense	26		54		28			51.6	%	36		39		3		5.5	%
Rabbi trust impact	4		—		(4		)	(591.4	)%	—		2		2		103.1	%
Total owned and leased hotels expense	$	357	$	384	$	27		7.0	%	$	346	$	354	$	8	2.0	%



	Nine Months Ended September 30,
	2019		2018		Better / (Worse)
Comparable owned and leased hotels expense	$	938	$	952	$	14		1.4	%
Non-comparable owned and leased hotels expense	127		140		13			9.3	%
Rabbi trust impact	5		3		(2		)	(65.4	)%
Total owned and leased hotels expense	$	1,070	$	1,095	$	25		2.2	%

The ~~decrease~~decreases in owned and leased hotels expense ~~which included $5 million net favorable currency impact, during~~for the three and nine months ended ~~March 31,~~September 30, 2019, compared to the same ~~period~~periods in the prior year, ~~was~~were driven by decreases in comparable owned and leased hotels expense primarily bydue to net favorable currency impacts of $4 million and $13 million, respectively, as well as decreases in non-comparable owned and leased ~~hotel~~hotels expense due to dispositions, partially offset by acquisitions. See "—Segment Results" for a discussion of the non-comparable owned hotels ~~activity in 2018.~~activity.

Other direct costs. Other direct costs increased ~~$37~~$20 million and $80 million during the three and nine months ended~~March 31,~~ September 30, 2019, compared to the three and nine months ended ~~March 31,~~September 30, 2018, primarily due to expenses incurred from the residential management operations acquired as part of Two Roads ~~as well as~~and the growth of our co-branded credit card program.

Selling, general, and administrative expenses.


	Three Months Ended March 31,											Three Months Ended September 30,
	2019			2018			Change					2019			2018			Change
Selling, general, and administrative expenses	$	128		$	95		$	33		33.4	%	$	83		$	82		$	1	1.0	%
Less: rabbi trust impact	(26		)	(3		)	(23		)	(877.7	)%	—			(8		)	8		103.1	%
Less: stock-based compensation expense	(20		)	(18		)	(2		)	(6.4	)%	(4		)	(5		)	1		8.1	%
Adjusted selling, general, and administrative expenses	$	82		$	74		$	8		9.9	%	$	79		$	69		$	10	13.8	%



	Nine Months Ended September 30,
	2019			2018			Change
Selling, general, and administrative expenses	$	306		$	260		$	46		17.4	%
Less: rabbi trust impact	(36		)	(16		)	(20		)	(122.0	)%
Less: stock-based compensation expense	(28		)	(28		)	—			(1.7	)%
Adjusted selling, general, and administrative expenses	$	242		$	216		$	26		11.8	%

Adjusted selling, general, and administrative expenses exclude the impact of expenses related to deferred compensation plans funded through rabbi trusts and stock-based compensation expense. Adjusted selling, general, and administrative expenses, as we define it, is a non-GAAP measure. See "—Non-GAAP Measures" for further discussion of Adjusted selling, general, and administrative expenses.

Adjusted selling, general, and administrative expenses increased during the three months ended ~~March 31,~~September 30, 2019, compared to the same period in 2018, primarily due to $9$8 million of integration costs related to the acquisition of Two Roads. The increase during the nine months ended September 30, 2019, compared to the same period in 2018, was driven by $27 million of expenses from the acquisition of Two Roads inclusive of $5$18 million of integration related ~~costs and $4 million of payroll and related~~ costs.

Costs incurred on behalf of managed and franchised properties.


	Three Months Ended March 31,											Three Months Ended September 30,
	2019			2018			Change					2019		2018			Change
Costs incurred on behalf of managed and franchised properties	$	605		$	460		$	145		31.6	%	$	633	$	487		$	146	29.8	%
Less: rabbi trust impact	(13		)	(2		)	(11		)	(665.4	)%	—		(5		)	5		103.7	%
Costs incurred on behalf of managed and franchised properties excluding rabbi trust impact	$	592		$	458		$	134		29.3	%	$	633	$	482		$	151	31.1	%



	Nine Months Ended September 30,
	2019			2018			Change
Costs incurred on behalf of managed and franchised properties	$	1,871		$	1,447		$	424		29.2	%
Less: rabbi trust impact	(17		)	(10		)	(7		)	(83.0	)%
Costs incurred on behalf of managed and franchised properties excluding rabbi trust impact	$	1,854		$	1,437		$	417		28.9	%

Excluding the impact of rabbi trust, costs incurred on behalf of managed and franchised properties increased during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the three and nine months ended ~~March 31,~~September 30, 2018, driven by ~~the growth of our third-party owned full service managed portfolio, specifically~~ higher reimbursements for payroll and related costs primarily as a result of the acquisition of Two ~~Roads and hotel conversions from owned to managed during 2018.~~Roads.

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


	Three Months Ended March 31,								Three Months Ended September 30,
	2019		2018		Better / (Worse)				2019		2018		Better / (Worse)
Rabbi trust impact allocated to selling, general, and administrative expenses	$	26	$	3	$	23	877.7	%	$	—	$	8	$	(8	)	(103.1	)%
Rabbi trust impact allocated to owned and leased hotels expense	4		—		4		591.4	%	—		2		(2		)	(103.1	)%
Net gains and interest income from marketable securities held to fund rabbi trusts	$	30	$	3	$	27	822.8	%	$	—	$	10	$	(10	)	(103.1	)%



	Nine Months Ended September 30,
	2019		2018		Better / (Worse)
Rabbi trust impact allocated to selling, general, and administrative expenses	$	36	$	16	$	20	122.0	%
Rabbi trust impact allocated to owned and leased hotels expense	5		3		2		65.4	%
Net gains and interest income from marketable securities held to fund rabbi trusts	$	41	$	19	$	22	111.6	%

Net gains and interest income from marketable securities held to fund rabbi trusts decreased $10 million and increased $22 million during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the three and nine months ended ~~March 31,~~September 30, 2018, respectively, driven by the performance of the underlying invested assets.

Equity losses from unconsolidated hospitality ventures.

Three Months Ended March 31,
2019 2018 Better / (Worse)
Equity losses from unconsolidated hospitality ventures $ (3 ) $ (13 ) $ 10
78.1 %



	Three Months Ended September 30,
	2019			2018			Better / (Worse)
Equity losses from unconsolidated hospitality ventures	$	(5	)	$	(6	)	$	1	18.1	%



	Nine Months Ended September 30,
	2019			2018			Better / (Worse)
Equity losses from unconsolidated hospitality ventures	$	(2	)	$	(17	)	$	15	88.9	%

The ~~decrease~~decreases in equity losses ~~during the three months ended March 31, 2019, compared to the three months ended March 31, 2018, was primarily attributable to the following activity in the first quarter of 2018:~~

~~$16 million impairment charge related to certain unconsolidated hospitality ventures in Brazil; we acquired our partner's interest in the~~from unconsolidated hospitality ventures during the ~~second quarter of 2018;~~three and nine months ended September 30, 2019, compared to the same periods in the prior year, were driven by the following activity:

~~$4 million of foreign~~



	Three Months Ended September 30,									Nine Months Ended September 30,
	2019			2018			Better / (Worse)			2019			2018			Better / (Worse)
Impairment charges related to investments in unconsolidated hospitality ventures (Note 4)	$	(6	)	$	—		$	(6	)	$	(7	)	$	(16	)	$	9
Net gains from sales activity related to unconsolidated hospitality ventures (Note 4)	—			1			(1		)	8			11			(3		)
Foreign currency impact (1)	1			(8		)	9			3			(10		)	13
Other	—			1			(1		)	(6		)	(2		)	(4		)
Equity losses from unconsolidated hospitality ventures	$	(5	)	$	(6	)	$	1		$	(2	)	$	(17	)	$	15

(1) Foreign currency ~~losses at~~impact is driven by one of our unconsolidated hospitality ventures which holds loans denominated in a currency other than its functional currency.

~~The decrease was partially offset by an $8 million gain recognized on the sale of our ownership interest in an unconsolidated hospitality venture in 2018.~~

Gains on sales of real estate. Duringthe three and nine months ended ~~March 31,~~September 30, 2019, we recognized pre-tax gains of $272 million related to the sale of Hyatt Regency Atlanta and $101 million related the sale of the property adjacent to Grand Hyatt San Francisco and assignment of the Apple store lease. Duringthe three and nine months ended September 30, 2018, we recognized a ~~$529~~pre-tax gain of approximately $240 million associated with the HRMC transaction. During the nine months ended September 30, 2018, we recognized a $531 million pre-tax gain

related to the sales of Grand Hyatt San Francisco, Andaz Maui at Wailea Resort, and Hyatt Regency Coconut Point Resort and Spa.

Asset impairments. During the three and nine months ended September 30, 2019, we recognized $9 million and $13 million of impairment charges, respectively, related to Two Roads management agreement intangibles for contracts that terminated or will terminate in the near-term. We may recognize further impairment charges in future periods if additional agreements terminate. During the three and nine months ended September 30, 2018, we recognized a $21 million impairment charge related to goodwill associated with the HRMC transaction. See Part I, Item 1 "Financial Statements—Note 6 to the Condensed Consolidated Financial Statements" for further details.

Other income (loss), net. Other income (loss), net increased ~~$69~~$34 million and $126 million during the three and nine months ended ~~March 31,~~September 30, 2019, respectively, compared to the same ~~period~~periods in the prior year. See Part I, Item 1 "Financial Statements—Note 19 to the Condensed Consolidated Financial Statements" for additional information.

Provision for income taxes.


	Three Months Ended March 31,											Three Months Ended September 30,
	2019			2018			Better / (Worse)					2019			2018			Better / (Worse)
Income before income taxes	$	83		$	561		$	(478	)	(85.3	)%	$	405		$	256		$	149		58.4	%
Provision for income taxes	(20		)	(150		)	130			87.1	%	(109		)	(19		)	(90		)	(452.0	)%
Effective tax rate	23.5		%	26.7		%				3.2	%	26.9		%	7.7		%				(19.2	)%

~~Income~~



	Nine Months Ended September 30,
	2019			2018			Better / (Worse)
Income before income taxes	$	593		$	919		$	(326	)	(35.5	)%
Provision for income taxes	(148		)	(194		)	46			24.0	%
Effective tax rate	25.0		%	21.2		%				(3.8	)%

The increase in the effective tax ~~expense decreased~~rate during the three months ended ~~March 31,~~September 30, 2019, compared to the three months ended ~~March 31,~~September 30, 2018, is primarily due to a low effective tax rate on the HRMC transaction in 2018, which was based on the local country tax laws unique to the transaction. Income tax expense increased primarily due to an increase in income before taxes driven by the gain on the sale of Hyatt Regency Atlanta in 2019.

The increase in the effective tax rate during the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, is primarily due to the aforementioned low effective tax rate on the HRMC transaction in 2018. Income tax expense decreased primarily due to a decrease in income before taxes driven by the gain on the portfolio sale of Grand Hyatt San Francisco, Andaz Maui at Wailea Resort, and Hyatt Coconut Point Resort and Spa in 2018. The decrease in the effective tax rate is primarily due to a benefit recognized in the first quarter of 2019 to adjust certain deferred tax liabilities, which is partially offset by the earnings impact on the effective tax rate of the aforementioned first quarter of 2018 portfolio sale.

Segment Results

We evaluate segment operating performance using owned and leased hotels revenues, management, franchise, and other fees revenues, and Adjusted EBITDA, as described in Part I, Item 1 "Financial Statements—Note 17 to the Condensed Consolidated Financial Statements."

Owned and leased hotels segment ~~revenues~~.revenues.


	Three Months Ended March 31,												Three Months Ended September 30,
	2019		2018		Better / (Worse)					Currency impact			2019		2018		Better / (Worse)					Currency Impact
Comparable owned and leased hotels revenues	$	425	$	424	$	1		0.3	%	$	(5	)	$	395	$	395	$	—		0.1	%	$	(4	)
Non-comparable owned and leased hotels revenues	33		83		(50		)	(60.2	)%	(1		)	30		48		(18		)	(36.8	)%	—
Total segment revenues	$	458	$	507	$	(49	)	(9.6	)%	$	(6	)	$	425	$	443	$	(18	)	(3.9	)%	$	(4	)

~~The increase in comparable~~



	Nine Months Ended September 30,
	2019		2018		Better / (Worse)					Currency Impact
Comparable owned and leased hotels revenues	$	1,210	$	1,228	$	(18	)	(1.5	)%	$	(14	)
Non-comparable owned and leased hotels revenues	154		200		(46		)	(22.7	)%	(1		)
Total segment revenues	$	1,364	$	1,428	$	(64	)	(4.5	)%	$	(15	)

Comparable owned and leased hotels revenues ~~during~~were flat for the three months ended ~~March 31,~~September 30, 2019, compared to the three months ended ~~March 31,~~September 30, 2018, ~~was driven by an increase of $7 million at our hotels in~~resulting from modest growth within the United States, ~~due to~~most notably in the New York City market, which benefited from improved group and banquet revenues, offset by decreased group revenues within the Orlando market. Additionally, improved performance in certain international markets ~~most notably Atlanta which had strong performance during the quarter and benefited from hosting the Super Bowl, as well as the shift of the Easter holiday. The increase~~ was ~~partially~~ offset by ~~a $6 million decrease at our international hotels primarily due to certain hotels under renovation and a~~ net ~~$5 million~~ unfavorable currency ~~impact.~~impacts.

The decrease in non-comparable owned and leased hotels revenues for the three months ended ~~March 31,~~September 30, 2019, compared to the same period in the prior year, was driven by:

the dispositions of Hyatt Regency Mexico City, which occurred in the third quarter of 2018, and Hyatt Regency Atlanta, which occurred in the third quarter of 2019,

partially offset by the acquisition of Hyatt Regency Indian Wells Resort & Spa, which occurred in the third quarter of 2018.

The decrease in comparable owned and leased hotels revenues during the nine months ended September 30, 2019, compared to the nine months ended September 30, 2018, was driven by decreased group and banquet revenues, particularly within the Orlando market, and improved performance in certain international markets, offset by net unfavorable currency impacts.

The decrease in non-comparable owned and leased hotels revenues for the nine months ended September 30, 2019, compared to the same period in 2018, was driven by:

the aforementioned disposition of Hyatt Regency Mexico City and the dispositions of Andaz Maui at Wailea Resort, Grand Hyatt San Francisco, and Hyatt Regency Coconut Point Resort and Spa, ~~and Hyatt Regency Mexico City~~which occurred in the first quarter of 2018,

partially offset by the acquisitions of Hyatt Regency Indian Wells Resort & Spa and Hyatt Regency Phoenix, which both occurred in the ~~second half~~third quarter of 2018.

Three Months Ended March 31,
RevPAR Occupancy ADR
2019
vs. 2018
(in constant $)
2019 vs. 2018 2019
vs. 2018
(in constant $)
Comparable owned and leased hotels $ 174
2.7 % 74.0 % (0.5)% pts $ 235
3.4 %



	Three Months Ended September 30,
	RevPAR				Occupancy			ADR
	2019		vs. 2018 (in constant $)		2019		vs. 2018	2019		vs. 2018 (in constant $)
Comparable owned and leased hotels	$	182	(0.1	)%	78.9	%	0.0% pts	$	231	0.0	%



	Nine Months Ended September 30,
	RevPAR				Occupancy			ADR
	2019		vs. 2018 (in constant $)		2019		vs. 2018	2019		vs. 2018 (in constant $)
Comparable owned and leased hotels	$	182	0.6	%	77.2	%	(0.4)% pts	$	235	1.0	%

Comparable RevPAR at our owned and leased hotels during the three months ended September 30, 2019, compared to the three months ended September 30, 2018, was primarily impacted by improved transient business in a resort location outside of the United States, offset by decreased group demand in certain United States markets despite modest favorability from the shift in timing of the Jewish holidays.

The increase in comparable RevPAR at our owned and leased hotels during the ~~three~~nine months ended ~~March 31,~~September 30, 2019, compared to the ~~three months ended March 31, 2018,~~same period in prior year, was ~~driven primarily~~also impacted by improved group ~~ADR at our full service hotels~~business in the Americas due in part to the aforementioned timing of the Easter holiday and increased RevPAR in the Atlanta market as a result of hosting the Super Bowl. The increase is offset by decreased occupancy at certain ~~hotels undergoing renovations.~~European markets.

During the three and nine months ended ~~March 31,~~September 30, 2019, ~~no properties were~~we removed one property from the comparable owned and leased hotels ~~results.~~results as the hotel was sold.

Owned and leased hotels segment Adjusted EBITDA.


	Three Months Ended March 31,									Three Months Ended September 30,
	2019		2018		Better / (Worse)					2019		2018		Better / (Worse)
Owned and leased hotels Adjusted EBITDA	$	90	$	103	$	(13	)	(11.8	)%	$	63	$	77	$	(14	)	(18.6	)%
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA	11		10		1			8.3	%	13		14		(1		)	(12.0	)%
Segment Adjusted EBITDA	$	101	$	113	$	(12	)	(10.0	)%	$	76	$	91	$	(15	)	(17.6	)%



	Nine Months Ended September 30,
	2019		2018		Better / (Worse)
Owned and leased hotels Adjusted EBITDA	$	253	$	282	$	(29	)	(10.1	)%
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA	38		42		(4		)	(9.8	)%
Segment Adjusted EBITDA	$	291	$	324	$	(33	)	(10.0	)%

Owned and leased hotels Adjusted EBITDA. The decreases in Adjusted EBITDA ~~decreased~~at our owned and leased hotels during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the same ~~period~~periods in ~~2018, which included a $1 million net unfavorable currency impact. Adjusted EBITDA at our~~the prior year, were driven primarily by non-comparable owned and leased hotels, which decreased ~~$17~~$11 million ~~driven by~~and $21 million, respectively, due to the aforementioned ~~dispositions. These decreases were partially offset by increases of $4 million at our comparable owned and leased hotels driven by~~transaction activity. The decrease for the ~~aforementioned increases in revenues as well as improved operating margins.~~

~~Americas management and franchising segment revenues~~.

Three Months Ended March 31,
2019 2018 Better / (Worse)
Segment revenues
Management, franchise, and other fees $ 103
$ 98
$ 5
4.1 %
Contra revenue (4 ) (3 ) (1 ) (12.9 )%
Other revenues 36
—
36
NM
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties 548
420
128
30.5 %
Total segment revenues $ 683
$ 515
$ 168
32.6 %

~~Americas management and franchising revenues included an insignificant net unfavorable currency impact during the three~~nine months ended ~~March 31,~~September 30, 2019, compared to the same period in the prior ~~year. The increase~~year, which included a $2 million net unfavorable currency impact, was also driven by the aforementioned decreases in revenues at our comparable owned and leased hotels.

Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA. Our pro rata share of Adjusted EBITDA from our unconsolidated hospitality ventures decreased during the three and nine months ended September 30, 2019, compared to the same periods in 2018, primarily driven by the sale of our ownership interest in an unconsolidated hospitality venture in 2018.

Americas management and franchising segment revenues.



	Three Months Ended September 30,
	2019			2018			Better / (Worse)
Segment revenues
Management, franchise, and other fees	$	106		$	95		$	11	12.8	%
Contra revenue	(4		)	(4		)	—		(18.3	)%
Other revenues	16			—			16		NM
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	565			447			118		26.5	%
Total segment revenues	$	683		$	538		$	145	27.1	%



	Nine Months Ended September 30,
	2019			2018			Better / (Worse)
Segment revenues
Management, franchise, and other fees	$	326		$	301		$	25		8.5	%
Contra revenue	(11		)	(10		)	(1		)	(13.9	)%
Other revenues	71			—			71			NM
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	1,688			1,328			360			27.2	%
Total segment revenues	$	2,074		$	1,619		$	455		28.2	%

Management, franchise, and other fees increased during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the ~~three months ended March 31, 2018, was~~same periods in the prior year, primarily ~~due to~~driven by a $9$6 million and $22 million increase in management fees, ~~as a result of~~respectively, related to the acquisition of Two Roads and arecently opened hotels. Franchise fees increased $4 million ~~increase in franchise fees~~and $10 million, respectively, during the three and nine months ended September 30, 2019, primarily attributable to new ~~hotels~~ and ~~improved performance. Additionally, management fees increased due~~ramping hotels. The increase for the nine months ended September 30, 2019, compared to ~~improved performance~~the same period in ~~certain markets, including Atlanta and certain resort locations outside of the United States. These increases were~~2018, was partially offset by an $8 million ~~decrease due to the aforementioned~~of legal settlement proceeds received in ~~2018.~~2018 related to a franchise agreement termination for an unopened property.

Other revenues increased ~~$36 million~~during the three and nine months ended September 30, 2019, compared to the same periods in 2018, due to revenues from the residential management operations acquired as part of Two Roads.

The ~~increase~~increases in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the same ~~period~~periods in the prior year, ~~was~~were driven by ~~the growth of our third-party owned full service managed portfolio, specifically~~ higher reimbursements for payroll and related costs primarily as a result of the acquisition of Two ~~Roads and hotel conversions from owned~~Roads.

United States managed group revenue booked in the nine months ended September 30, 2019 for stays in 2019 is lower as compared to 2018, while United States managed ~~during~~group revenue booked in the nine months ended September 30, 2019 for stays in future years is higher as compared to 2018.


	Three Months Ended March 31,											Three Months Ended September 30,
	RevPAR				Occupancy			ADR				RevPAR				Occupancy			ADR
(Comparable System-wide Hotels)	2019		vs. 2018 (in constant $)		2019		vs. 2018	2019		vs. 2018 (in constant $)		2019		vs. 2018 (in constant $)		2019		vs. 2018	2019		vs. 2018 (in constant $)
Americas Full Service	$	156	3.1	%	71.8	%	(0.3)% pts	$	217	3.4	%	$	159	1.5	%	77.6	%	0.7% pts	$	205	0.7	%
Americas Select Service	$	100	(1.5	)%	71.9	%	(0.9)% pts	$	139	(0.2	)%	$	110	(2.4	)%	79.2	%	(0.4)% pts	$	139	(1.8	)%



	Nine Months Ended September 30,
	RevPAR				Occupancy			ADR
(Comparable System-wide Hotels)	2019		vs. 2018 (in constant $)		2019		vs. 2018	2019		vs. 2018 (in constant $)
Americas Full Service	$	162	2.4	%	76.4	%	0.3% pts	$	212	1.8	%
Americas Select Service	$	108	(2.1	)%	77.1	%	(0.7)% pts	$	140	(1.1	)%

Comparable full service hotels RevPAR increased during the three and nine months ended ~~March 31,~~September 30, 2019 compared to the three and nine months ended September 30, 2018. The increases were primarily driven by improved transient demand at certain resort locations outside of the United States and modest growth in the United States, primarily related to transient demand. The three months ended September 30, 2019, compared to the same period in ~~the prior year, driven~~2018, was also favorably impacted by ~~improved ADR in~~ the aforementioned ~~markets. RevPAR also benefited from increased group demand due to the aforementioned~~shift in timing of the ~~Easter holiday.~~Jewish Holidays.

Comparable select service hotels RevPAR decreased during the three and nine months ended ~~March 31,~~September 30, 2019 due largely to supply growth in the United States outpacing demand as compared to the same ~~period~~periods in the prior year.

During the three and nine months ended ~~March 31,~~September 30, 2019, no properties were removed from the comparable Americas full service system-wide hotel results. During the three and nine months ended September 30, 2019, one property that left the chain was removed from the comparable Americas select service system-wide hotel results.

Americas management and franchising segment Adjusted EBITDA.

Three Months Ended March 31,
2019 2018 Better / (Worse)
Segment Adjusted EBITDA $ 92
$ 87
$ 5
5.3 %



	Three Months Ended September 30,
	2019		2018		Better / (Worse)
Segment Adjusted EBITDA	$	92	$	83	$	9	11.2	%



	Nine Months Ended September 30,
	2019		2018		Better / (Worse)
Segment Adjusted EBITDA	$	285	$	266	$	19	7.2	%

Adjusted EBITDA ~~which included an insignificant net unfavorable currency impact,~~ increased during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the three and nine months ended ~~March 31, 2018. The increase was~~September 30, 2018, primarily driven by the aforementioned ~~increase~~increases in management, franchise, and other fees, ~~and $5 million impact from the residential management operations acquired as part of Two Roads. This increase was~~ partially offset by additional selling, general, and administrative expenses related to the acquisition of Two Roads.

ASPAC management and franchising segment revenues.


	Three Months Ended March 31,									Three Months Ended September 30,
	2019		2018			Better / (Worse)				2019		2018		Better / (Worse)
Segment revenues
Management, franchise, and other fees	$	32	$	30		$	2	6.2	%	$	32	$	30	$	2	4.2	%
Contra revenue	—		(1		)	1		7.8	%	—		—		—		(9.1	)%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	24		20			4		19.6	%	30		24		6		27.2	%
Total segment revenues	$	56	$	49		$	7	11.8	%	$	62	$	54	$	8	14.3	%

~~ASPAC management~~



	Nine Months Ended September 30,
	2019			2018			Better / (Worse)
Segment revenues
Management, franchise, and other fees	$	96		$	90		$	6	6.4	%
Contra revenue	(1		)	(1		)	—		(1.5	)%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	80			67			13		19.8	%
Total segment revenues	$	175		$	156		$	19	12.2	%

Management, franchise, and ~~franchising revenues included a $1 million net unfavorable currency impact~~other fees increased during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the three and nine months ended ~~March 31, 2018. The increase in management, franchise, and other fees was~~September 30, 2018, primarily driven by increased management fees related to new hotels, ~~and improved performance.~~due in part to the acquisition of Two Roads. The nine months ended September 30, 2019, compared to the same period in 2018, also included a $2 million net unfavorable currency impact.



	Three Months Ended September 30,
	RevPAR				Occupancy			ADR
(Comparable System-wide Hotels)	2019		vs. 2018 (in constant $)		2019		vs. 2018	2019		vs. 2018 (in constant $)
ASPAC Full Service	$	146	(2.0	)%	76.3	%	(0.5)% pts	$	191	(1.3	)%
ASPAC Select Service	$	56	5.7	%	70.3	%	5.8% pts	$	80	(3.0	)%



	Nine Months Ended September 30,
	RevPAR				Occupancy			ADR
(Comparable System-wide Hotels)	2019		vs. 2018 (in constant $)		2019		vs. 2018	2019		vs. 2018 (in constant $)
ASPAC Full Service	$	148	0.2	%	74.2	%	0.5% pts	$	199	(0.5	)%
ASPAC Select Service	$	57	9.9	%	68.1	%	9.2% pts	$	84	(5.0	)%

The decrease in comparable full service RevPAR during the three months ended September 30, 2019, compared to the same period in the prior year, was primarily driven by decreased performance in Greater China, including political unrest in Hong Kong and lower ADR in Macau.

The increase in comparable full service RevPAR during the nine months ended September 30, 2019, compared to the same period in the prior year, was driven by strong demand in certain markets within Southeast Asia and improved ADR in Japan, partially offset by the ~~overall growth of our third-party owned~~aforementioned decreased performance in Greater China.

During the three months ended September 30, 2019, one property that left the chain was removed from the comparable ASPAC full service system-wide hotel results. During the nine months ended September 30, 2019, two properties that left the chain were removed from the comparable ASPAC full service system-wide hotel results, and no properties were removed from the comparable ASPAC select service ~~portfolio.~~system-wide hotel results.

ASPAC management and franchising segment Adjusted EBITDA.



	Three Months Ended September 30,
	2019		2018		Better / (Worse)
Segment Adjusted EBITDA	$	19	$	19	$	—	0.9	%



	Nine Months Ended September 30,
	2019		2018		Better / (Worse)
Segment Adjusted EBITDA	$	59	$	55	$	4	7.9	%

Adjusted EBITDA during the nine months ended September 30, 2019, compared to the same period in 2018, included a $2 million net unfavorable currency impact.

EAME/SW Asia management and franchising segment revenues.

Three Months Ended March 31,
RevPAR Occupancy ADR
(Comparable System-wide Hotels) 2019 vs. 2018 (in constant $) 2019 vs. 2018 2019 vs. 2018 (in constant $)
ASPAC Full Service $ 148
1.2 % 71.6 % 0.8% pts $ 207
— %
ASPAC Select Service $ 56
14.2 % 63.6 % 11.6% pts $ 87
(6.7 )%



	Three Months Ended September 30,
	2019			2018			Better / (Worse)
Segment revenues
Management, franchise, and other fees	$	21		$	21		$	—	2.2	%
Contra revenue	(1		)	(1		)	—		(1.9	)%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	20			16			4		19.8	%
Total segment revenues	$	40		$	36		$	4	10.6	%



	Nine Months Ended September 30,
	2019			2018			Better / (Worse)
Segment revenues
Management, franchise, and other fees	$	58		$	58		$	—	(0.6	)%
Contra revenue	(4		)	(4		)	—		(1.7	)%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	54			49			5		8.7	%
Total segment revenues	$	108		$	103		$	5	3.8	%

Management, franchise, and other fees included a $3 million net unfavorable currency impact during the nine months ended September 30, 2019 compared to the same period in 2018.



	Three Months Ended September 30,
	RevPAR				Occupancy			ADR
(Comparable System-wide Hotels)	2019		vs. 2018 (in constant $)		2019		vs. 2018	2019		vs. 2018 (in constant $)
EAME/SW Asia Full Service	$	130	1.6	%	71.5	%	2.9% pts	$	182	(2.6	)%
EAME/SW Asia Select Service	$	65	(0.6	)%	77.9	%	5.5% pts	$	83	(7.6	)%



	Nine Months Ended September 30,
	RevPAR				Occupancy			ADR
(Comparable System-wide Hotels)	2019		vs. 2018 (in constant $)		2019		vs. 2018	2019		vs. 2018 (in constant $)
EAME/SW Asia Full Service	$	127	2.7	%	69.5	%	2.9% pts	$	182	(1.5	)%
EAME/SW Asia Select Service	$	64	3.0	%	72.7	%	7.0% pts	$	88	(7.0	)%

The ~~increase~~increases in comparable full service RevPAR during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the same ~~period~~periods in the prior year, ~~was~~were driven by increased ~~inbound travel and strong demand~~performance in ~~Japan and Southeast Asia, partially offset by weaker results in Greater China.~~

~~During the three months ended March 31, 2019, no properties were removed from the comparable ASPAC full and select service system-wide hotel results.~~

~~ASPAC management and franchising segment Adjusted EBITDA.~~

Three Months Ended March 31,
2019 2018 Better / (Worse)
Segment Adjusted EBITDA $ 20
$ 18
$ 2
6.5 %

~~EAME/SW Asia management and franchising segment revenues.~~

Three Months Ended March 31,
2019 2018 Better / (Worse)
Segment revenues
Management, franchise, and other fees $ 18
$ 18
$ —
(2.6 )%
Contra revenue (1 ) (1 ) —
13.5 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties 17
16
1
4.7 %
Total segment revenues $ 34
$ 33
$ 1
1.3 %

Three Months Ended March 31,
RevPAR Occupancy ADR
(Comparable System-wide Hotels) 2019 vs. 2018 (in constant $) 2019 vs. 2018 2019 vs. 2018 (in constant $)
EAME/SW Asia Full Service $ 119
3.0 % 67.9 % 2.6% pts $ 176
(0.8 )%
EAME/SW Asia Select Service $ 60
8.1 % 65.8 % 9.2% pts $ 92
(7.1 )%

The increase in comparable full service RevPAR during the three months ended March 31, 2019, compared to the same period in the prior year, was driven by increased occupancy, primarily throughout India and certain European markets, including ~~a benefit~~one hotel in France that benefited from the completion of a ~~full~~ renovation ~~at one hotel~~and in ~~France.~~the United Kingdom, and Southwest Asia. The ~~increase was~~increases were partially offset by lower ADR ~~at certain properties~~ in Russia which benefited from hosting the ~~Middle East due to the increased supply of hotel rooms.~~FIFA World Cup in 2018.

During the three and nine months ended ~~March 31,~~September 30, 2019, no properties were removed from the comparable EAME/SW Asia full ~~and~~service system-wide hotel results. During the nine months ended September 30, 2019, one property that left the chain was removed from the comparable EAME/SW Asia select service system-wide hotel results.

EAME/SW Asia management and franchising segment Adjusted EBITDA.



	Three Months Ended September 30,
	2019		2018		Better / (Worse)
Segment Adjusted EBITDA	$	12	$	12	$	—	4.8	%



	Nine Months Ended September 30,
	2019		2018		Better / (Worse)
Segment Adjusted EBITDA	$	33	$	33	$	—	(0.1	)%

Three Months Ended March 31,
2019 2018 Better / (Worse)
Segment Adjusted EBITDA $ 10
$ 10
$ —
0.8 %

Corporate and other.


	Three Months Ended March 31,											Three Months Ended September 30,
	2019			2018			Better / (Worse)					2019			2018			Better / (Worse)
Revenues	$	35		$	32		$	3		8.4	%	$	32		$	26		$	6		19.1	%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	$	1		$	—		$	1		NM		2			2			—			34.0	%
Adjusted EBITDA	$	(37	)	$	(29	)	$	(8	)	(29.6	)%	(35		)	(29		)	(6		)	(22.4	)%



	Nine Months Ended September 30,
	2019			2018			Better / (Worse)
Revenues	$	101		$	89		$	12		13.2	%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	4			3			1			36.1	%
Adjusted EBITDA	(107		)	(85		)	(22		)	(27.4	)%

Corporate and other revenues increased during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the three and nine months ended ~~March 31,~~September 30, 2018, driven primarily by growth in our co-branded credit card program.

Corporate and other Adjusted EBITDA decreased during the three and nine months ended ~~March 31,~~September 30, 2019, compared to the three and nine months ended ~~March 31,~~September 30, 2018, primarily due to $6 million and $16 million of expenses in 2019 associated with Two Roads, ~~inclusive of $5 million of integration related costs.~~respectively.

Non-GAAP Measures

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

We use the terms Adjusted EBITDA and EBITDA throughout this quarterly report. Adjusted EBITDA and EBITDA, as we define them, are non-GAAP measures. We define consolidated Adjusted EBITDA as net income attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated hospitality ventures Adjusted EBITDA based on our ownership percentage of each venture, adjusted to exclude the following items:

interest expense;

provision for income taxes;

depreciation and amortization;

amortization of management and franchise agreement assets constituting payments to customers ("Contra revenue");

revenues for the reimbursement of costs incurred on behalf of managed and franchised properties;

costs incurred on behalf of managed and franchised properties;

equity earnings (losses) from unconsolidated hospitality ventures;

stock-based compensation expense;

gains (losses) on sales of real estate;

asset impairments; and

other income (loss), net.

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

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

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

Adjusted EBITDA excludes certain items that can vary widely across different industries and among companies within the same industry. For instance, interest expense and provision for income taxes are dependent upon company specifics, including capital structure, credit ratings, tax policies, and jurisdictions in which they operate, and therefore, can vary significantly across companies. Depreciation and amortization, as well as Contra revenue, are dependent on company policies including how the assets are utilized as well as the lives assigned to the assets. We exclude revenues for the reimbursement of costs and costs incurred on behalf of managed and franchised properties which relate to the reimbursement of payroll costs and for system-wide services and programs that we operate for the benefit of our hotel owners as contractually we do not provide services or operate the related programs to generate a profit over the terms of the respective contracts. Over the long term, these programs and services are not designed to impact our economics, either positively or negatively. Therefore, we exclude the net impact when evaluating period-over-period changes in our operating results. We exclude stock-based compensation expense to remove the variability amongst companies resulting from different compensation plans companies have adopted. Finally, we exclude other items that are not core to our operations.

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

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

Adjusted selling, general, and administrative expenses

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

Constant dollar currency

We report the results of our operations both on an as-reported basis, as well as on a constant dollar basis. Constant dollar currency, which is a non-GAAP measure, excludes the effects of movements in foreign currency exchange rates between comparative periods. We believe constant dollar analysis provides valuable information regarding our results as it removes currency fluctuations from our operating results. We calculate constant dollar currency by restating prior-period local currency financial results at the current period's exchange rates. These restated amounts are then compared to our current period reported amounts to provide operationally driven variances in our results.

The charts below illustrate Adjusted EBITDA by segment for the three and nine months ended ~~March 31,~~September 30, 2019 and ~~March 31,~~September 30, 2018:

*Consolidated Adjusted EBITDA for the three months ended ~~March 31,~~September 30, 2019 included eliminations of $1$(1) million and corporate and other Adjusted EBITDA of ~~$(37)~~$(35) million.

**Consolidated Adjusted EBITDA for the three months ended ~~March 31,~~September 30, 2018 included eliminations of $3$(1) million and corporate and other Adjusted EBITDA of $(29) million.

*Consolidated Adjusted EBITDA for the nine months ended September 30, 2019 included eliminations of $2 million and corporate and other Adjusted EBITDA of $(107) million.

**Consolidated Adjusted EBITDA for the nine months ended September 30, 2018 included eliminations of $2 million and corporate and other Adjusted EBITDA of $(85) million.

The table below provides a reconciliation of our net income attributable to Hyatt Hotels Corporation to EBITDA and a reconciliation of EBITDA to consolidated Adjusted EBITDA for the three and nine months ended ~~March 31,~~September 30, 2019 and ~~March 31,~~September 30, 2018:


	Three Months Ended March 31,											Three Months Ended September 30,
	2019			2018			Change					2019			2018			Change
Net income attributable to Hyatt Hotels Corporation	$	63		$	411		$	(348	)	(84.6	)%	$	296		$	237		$	59		25.4	%
Interest expense	19			19			—			1.1	%	19			19			—			(4.8	)%
Provision for income taxes	20			150			(130		)	(87.1	)%	109			19			90			452.0	%
Depreciation and amortization	80			83			(3		)	(3.4	)%	85			81			4			5.3	%
EBITDA	182			663			(481		)	(72.6	)%	509			356			153			42.9	%
Contra revenue	5			5			—			4.8	%	5			5			—			13.3	%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	(590		)	(456		)	(134		)	(29.2	)%	(617		)	(489		)	(128		)	(26.3	)%
Costs incurred on behalf of managed and franchised properties	605			460			145			31.6	%	633			487			146			29.8	%
Equity losses from unconsolidated hospitality ventures	3			13			(10		)	(78.1	)%	5			6			(1		)	(18.1	)%
Stock-based compensation expense	20			18			2			6.4	%	4			5			(1		)	(8.1	)%
Gains on sales of real estate	(1		)	(529		)	528			99.8	%	(373		)	(239		)	(134		)	(55.9	)%
Asset impairments	3			—			3			NM		9			21			(12		)	(55.7	)%
Other (income) loss, net	(51		)	18			(69		)	(381.1	)%	(25		)	9			(34		)	(375.9	)%
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA	11			10			1			8.3	%	13			14			(1		)	(12.0	)%
Adjusted EBITDA	$	187		$	202		$	(15	)	(7.3	)%	$	163		$	175		$	(12	)	(7.3	)%



	Nine Months Ended September 30,
	2019			2018			Change
Net income attributable to Hyatt Hotels Corporation	$	445		$	725		$	(280	)	(38.6	)%
Interest expense	58			57			1			1.3	%
Provision for income taxes	148			194			(46		)	(24.0	)%
Depreciation and amortization	248			243			5			2.1	%
EBITDA	899			1,219			(320		)	(26.3	)%
Contra revenue	16			15			1			9.8	%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties	(1,826		)	(1,447		)	(379		)	(26.2	)%
Costs incurred on behalf of managed and franchised properties	1,871			1,447			424			29.2	%
Equity losses from unconsolidated hospitality ventures	2			17			(15		)	(88.9	)%
Stock-based compensation expense	28			28			—			1.7	%
Gains on sales of real estate	(374		)	(769		)	395			51.4	%
Asset impairments	13			21			(8		)	(35.6	)%
Other (income) loss, net	(104		)	22			(126		)	(565.8	)%
Pro rata share of unconsolidated hospitality ventures Adjusted EBITDA	38			42			(4		)	(9.8	)%
Adjusted EBITDA	$	563		$	595		$	(32	)	(5.4	)%

Liquidity and Capital Resources

Overview

We finance our business primarily with existing cash, short-term investments, and cash generated from our operations. As part of our business strategy, we use net proceeds from dispositions to support our acquisitions and new investment opportunities. When appropriate, we borrow cash under our revolving credit facility or from other third-party sources and may also raise funds by issuing debt or equity securities as necessary. We maintain a cash investment policy that emphasizes preservation of capital. We believe that our cash position, short-term investments, and cash from operations, together with borrowing capacity under our revolving credit facility and our access to the capital markets, will be adequate to meet all of our funding requirements and capital deployment objectives for the foreseeable future.

We may, from time to time, seek to retire or purchase additional amounts of our outstanding equity and/or debt securities through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase transaction. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

Recent Transactions Affecting our Liquidity and Capital Resources

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and ~~March 31,~~September 30, 2018, various transactions impacted our liquidity. See "—Sources and Uses of Cash."

Sources and Uses of Cash


	Three Months Ended March 31,						Nine Months Ended September 30,
	2019			2018			2019			2018
Cash provided by (used in):
Operating activities	$	13		$	54		$	274		$	132
Investing activities	(39		)	935			298			712
Financing activities	(5		)	(109		)	(380		)	(543		)
Effect of exchange rate changes on cash	—			(3		)	6			3
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	(31	)	$	877
Net increase in cash, cash equivalents, and restricted cash							$	198		$	304

Cash Flows from Operating Activities

Cash provided by operating activities ~~decreased~~increased by ~~$41~~$142 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2019 compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2018. The ~~decrease~~increase was primarily due to higher tax payments in 2018 driven by ~~timing of receivables, accounts payable,~~transactions and ~~accrued expenses.~~changes in our working capital.

Cash Flows from Investing Activities

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019:

We sold Hyatt Regency Atlanta to an unrelated third party for approximately $346 million, net of closing costs and proration adjustments.

We sold the property adjacent to Grand Hyatt San Francisco and assigned the related Apple store lease to an unrelated third party for approximately $115 million, net of closing costs and proration adjustments. Proceeds from the sale were held as restricted for use in a potential like-kind exchange.

We received $59 million of net proceeds from the sale of marketable securities and short-term investments.

We received $46 million of proceeds from the unsecured financing receivable related to the HRMC transaction.

We received $25 million of proceeds from sales activity related to certain equity method investments.

We invested ~~$66~~$244 million in capital expenditures (see "—Capital Expenditures").

We acquired land for $15 million from an unrelated third party.

~~We received $56 million of net proceeds from the sale of marketable securities and short-term investments.~~

During the ~~three~~nine months ended ~~March 31,~~September 30, 2018:

We sold Grand Hyatt San Francisco, Andaz Maui at Wailea Resort, and Hyatt Regency Coconut Point Resort and Spa to an unrelated third party as a portfolio for approximately $992 million, net of closing costs and proration adjustments. Proceeds from the sale of Hyatt Regency Coconut Point Resort and Spa of $221 million were held as restricted for use in a potential like-kind exchange, of which approximately $198 million were subsequently used for acquisitions and the remaining $23 million were released.

We received $9$360 million of proceeds from the ~~sale~~HRMC transaction.

We received $17 million of ~~our ownership interest in an~~proceeds resulting from sales activity related to certain equity method ~~investment.~~investments.

We invested ~~$60~~$195 million in capital expenditures (see "—Capital Expenditures").

We had $146 million of net purchases of marketable securities and short-term investments.

We acquired Hyatt Regency Phoenix for a purchase price of approximately $139 million, net of proration adjustments.

We acquired Hyatt Regency Indian Wells Resort & Spa for a net purchase price of approximately $120 million.

Cash Flows from Financing Activities

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019:

We repurchased ~~1,452,858~~3,829,427 shares of Class A and Class B common stock for an aggregate purchase price of ~~$102~~$280 million.

We paid ~~a $20 million~~three quarterly ~~cash dividend of~~ $0.19 per share cash dividends on Class A and Class B common ~~stock.~~stock totaling $60 million.

We paid $24 million of contingent consideration as a result of the acquisition of Two Roads.

We borrowed ~~$120~~and repaid $180 million on our revolving credit facility.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2018:

We repurchased ~~1,209,987~~8,560,012 shares of Class A and Class B common stock for an aggregate purchase price of ~~$75 million, including~~$654 million. Of the shares repurchased, 2,481,341 shares were delivered in settlement of the May 2018 ASR and 244,260 shares were delivered in settlement of the November 2017 ASR in 2018, for which payment was made during 2017.

We repaid our outstanding 2019 Notes for approximately $203 million, inclusive of a $7 million make-whole premium.

We paid three quarterly $0.15 per share cash dividends on Class A and Class B common stock totaling $52 million.

We borrowed ~~$20 million~~ and repaid $20 million on our revolving credit facility.

~~We paid an $18 million quarterly cash dividend of $0.15 per share on Class A and Class B common stock.~~

We redeemed the Miraval preferred shares for approximately $10 million.

We issued our 2028 Notes and received $396 million of net proceeds, after deducting approximately $4 million of underwriting discounts and offering expenses.

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


	March 31, 2019			December 31, 2018			September 30, 2019			December 31, 2018
Consolidated debt (1)	$	1,752		$	1,634		$	1,623		$	1,634
Stockholders' equity	3,622			3,670			3,756			3,670
Total capital	5,374			5,304			5,379			5,304
Total debt to total capital	32.6		%	30.8		%	30.2		%	30.8		%
Consolidated debt (1)	1,752			1,634			1,623			1,634
Less: cash and cash equivalents and short-term investments	(601		)	(686		)	(723		)	(686		)
Net consolidated debt	$	1,151		$	948		$	900		$	948
Net debt to total capital	21.4		%	17.9		%	16.7		%	17.9		%

(1) Excludes approximately ~~$550~~$564 million and $528 million of our share of unconsolidated hospitality venture indebtedness at ~~March 31,~~September 30, 2019 and December 31, 2018, respectively, substantially all of which is non-recourse to us and a portion of which we guarantee pursuant to separate agreements.

Capital Expenditures

We routinely make capital expenditures to enhance our business. We classify our capital expenditures into maintenance and technology, enhancements to existing properties, and investment in new properties under development or recently opened. We have been and will continue to be prudent with respect to our capital spending, taking into account our cash flow from operations.


	Three Months Ended March 31,				Nine Months Ended September 30,
	2019		2018		2019		2018
Maintenance and technology	$	13	$	13	$	54	$	47
Enhancements to existing properties	31		37		90		97
Investment in new properties under development or recently opened	22		10		100		51
Total capital expenditures	$	66	$	60	$	244	$	195

The increase in investment in new properties under development or recently opened is primarily driven by continued renovation spend at Miraval properties and the development of a hotel in Philadelphia in 2019.

Senior Notes

The table below sets forth the outstanding principal balance of our Senior Notes at ~~March 31,~~September 30, 2019. Interest on the Senior Notes is payable semi-annually.


Description	Principal amount
			Principal amount
2021 Notes	$	250	$	250
2023 Notes	350		350
2026 Notes	400		400
2028 Notes	400		400
Total Senior Notes	$	1,400	$	1,400

We are in compliance with all applicable covenants under the indenture governing our Senior Notes at ~~March 31,~~September 30, 2019.

Revolving Credit Facility

We had ~~$120 million and~~ no balance outstanding on our revolving credit facility at ~~March 31,~~September 30, 2019 and December 31, 2018, respectively. See Part I, Item 1 "Financial Statements—Note 10 to the Condensed Consolidated Financial Statements."

We are in compliance with all applicable covenants under the revolving credit facility at ~~March 31,~~September 30, 2019.

Letters of Credit

We issue letters of credit either under the revolving credit facility or directly with financial institutions. We had ~~$283~~$286 million and $277 million in letters of credit issued directly with financial institutions outstanding at ~~March 31,~~September 30, 2019 and December 31, 2018, respectively. These letters of credit had weighted-average fees of approximately ~~100~~101 basis points and a range of maturity of up to approximately three years at ~~March 31,~~September 30, 2019.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have ~~discussed~~disclosed those estimates that we believe are critical and require the use of complex judgment in their application in our 2018 Form 10-K. Upon adoption of ASU 2016-02, we added a critical accounting estimate ~~and the methodologies or assumptions we apply to the estimate,~~ as detailed below.

Incremental Borrowing Rate and Accounting for Leases

In determining the present value of our operating ROU assets and lease liabilities, we estimate an IBR by applying a portfolio approach based on lease terms. ~~We apply judgment in estimating~~See Part I, Item 1 "Financial Statements—Note 7 to the IBR including factors related to currency risk and our credit risk. We also give consideration to our recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating our IBR. Condensed Consolidated Financial Statements."

At ~~March 31,~~September 30, 2019, our operating lease liabilities are ~~$439~~$428 million. A 1% decrease in our estimated IBR would increase our operating lease liabilities by approximately $40 million.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk primarily from changes in interest rates and foreign currency exchange rates. In certain situations, we seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged. We enter into derivative financial arrangements to the extent they meet the objectives described above, and we do not use derivatives for trading or speculative purposes. At ~~March 31,~~September 30, 2019, we were a party to hedging transactions, including the use of derivative financial instruments, as discussed below.

Interest Rate Risk

In the normal course of business, we are exposed to the impact of interest rate changes due to our borrowing activities. Our objective is to manage the risk of interest rate changes on the results of operations, cash flows, and the market value of our debt by creating an appropriate balance between our fixed and floating-rate debt. We enter into interest rate derivative transactions from time to time, including interest rate swaps and interest rate locks, in order to maintain a level of exposure to interest rate variability that we deem acceptable.

At ~~March 31,~~September 30, 2019, we ~~have one~~had outstanding interest rate ~~lock~~locks that ~~hedges~~hedge a portion of the risk of changes in the benchmark interest rate associated with long-term debt we anticipate issuing in the future. See Part I, Item 1 "Financial Statements—Note 10 to the Condensed Consolidated Financial Statements." At ~~March 31,~~September 30, 2019 and December 31, 2018, we did not hold any interest rate swap contracts.

The following table sets forth the contractual maturities and the total fair values at ~~March 31,~~September 30, 2019 for our financial instruments materially affected by interest rate risk:


	Maturities by Period																	Maturities by Period
	2019		2020		2021		2022		2023		Thereafter		Total carrying amount (1)			Total fair value		2019		2020		2021		2022		2023		Thereafter		Total carrying amount (1)			Total fair value
Fixed-rate debt	$	5	$	4	$	255	$	5	$	355	$	958	$	1,582		$	1,628	$	—	$	5	$	255	$	5	$	356	$	958	$	1,579		$	1,685
Average interest rate (2)													4.51		%															4.51		%
Floating-rate debt (3)	$	124	$	5	$	5	$	5	$	4	$	31	$	174		$	185	$	2	$	4	$	4	$	4	$	4	$	30	$	48		$	60
Average interest rate (2)													4.90		%															7.91		%

(1) Excludes ~~$12~~$11 million of finance lease obligations and ~~$16~~$15 million of unamortized discounts and deferred financing fees.

(2) Average interest rate at ~~March 31,~~September 30, 2019.

(3) Includes Grand Hyatt Rio de Janeiro construction loan which had a ~~7.95%~~7.91% interest rate at ~~March 31,~~September 30, 2019.

Foreign Currency Exposures and Exchange Rate Instruments

We transact business in various foreign currencies and utilize foreign currency forward contracts to offset our exposure associated with the fluctuations of certain foreign currencies. The U.S. dollar equivalents of the notional amounts of the outstanding forward contracts, the majority of which relate to intercompany transactions, with terms of less than one year, were ~~$229~~$234 million and $210 million at ~~March 31,~~September 30, 2019 and December 31, 2018, respectively.

We intend to offset the gains and losses related to our third-party debt and intercompany transactions with gains or losses on our foreign currency forward contracts such that there is a negligible effect on net income. Our exposure to market risk has not materially changed from what we previously disclosed in our 2018 Form 10-K.

For the three and nine months ended ~~March 31,~~September 30, 2019, the effects of these derivative instruments resulted in $9 million and ~~March 31,~~$14 million of net gains, respectively, recognized in other income (loss), net on our condensed consolidated statements of income. For the three and nine months ended September 30, 2018, the effects of these derivative instruments resulted in $1$3 million and $11 million of net gains, ~~and $6 million of net losses,~~ respectively, recognized in other income (loss), net on our condensed consolidated statements of income. We offset the gains and losses on our foreign currency forward contracts with gains and losses related to our intercompany loans and transactions, such that there is a negligible effect to net income.

Item 4. Controls and Procedures.

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

Changes in Internal Control Over Financial Reporting.

We are in the process of integrating Two Roads into our internal control over financial reporting processes.

Except as described above, there has been no change in the Company's internal control over financial reporting during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. We implemented various internal controls related to our accounting for leases under the new accounting standards upon adoption. There were no significant changes to our internal control over financial reporting due to the adoption of the new standards.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

In March 2018, a putative class action was filed against the Company and several other hotel companies in federal district court in Illinois, Case No. 1:18-cv-01959, seeking an unspecified amount of damages and equitable relief for an alleged violation of the federal antitrust laws. In December 2018, a second lawsuit was filed against the Company by TravelPass Group, LLC, Partner Fusion, Inc., and Reservation Counter, LLC in federal district court in Texas, Case No. 5:18-cv-00153, for an alleged violation of federal antitrust laws arising from similar conduct alleged in the Illinois case and seeking an unspecified amount of monetary damages. The Company disputes the allegations in these lawsuits and will defend its interests vigorously. We currently do not believe the ultimate outcome of this litigation will have a material effect on our consolidated financial position, results of operation, or liquidity.

Item 1A. Risk Factors.

At ~~March 31,~~September 30, 2019, there have been no material changes from the risk factors previously disclosed in response to Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

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

Issuer Purchases of Equity Securities

The following table sets forth information regarding our purchases of shares of Class A and Class B common stock during the quarter ended ~~March 31,~~September 30, 2019:

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
January 1 to January 31, 2019 656,619
$ 67.34
656,619
$ 623,867,073
February 1 to February 28, 2019 643,270
$ 72.38
643,270
$ 577,305,826
March 1 to March 31, 2019 152,969
$ 73.52
152,969
$ 566,059,768
Total 1,452,858
$ 70.22
1,452,858



	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
July 1 to July 31, 2019	180,043	$	77.75	180,043	$	506,604,285
August 1 to August 31, 2019	1,200,381	$	74.10	1,200,381	$	417,658,898
September 1 to September 30, 2019	396,467	$	74.27	396,467	$	388,215,209
Total	1,776,891	$	74.51	1,776,891

(1)

On October 30, 2018, we announced the approval of the expansion of our share repurchase program pursuant to which we are authorized to purchase up to an additional $750 million of Class A and Class B common stock in the open market, in privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase transaction. The repurchase program does not have an expiration date. At ~~March 31,~~September 30, 2019, we had approximately ~~$566~~$388 million remaining under the share repurchase authorization.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.



Exhibit Number	Exhibit Description

3.1	Amended and Restated Certificate of Incorporation of Hyatt Hotels Corporation

3.2	Amended and Restated Bylaws of Hyatt Hotels Corporation (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on September 11, 2014)

~~+ 10.1~~	~~Employment Letter, dated as of August 28, 2017, between Hyatt Corporation and Mark Vondrasek~~

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

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

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

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

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

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

+	~~Management contract or compensatory plan or arrangement~~

SIGNATURES

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



		Hyatt Hotels Corporation

Date:	~~May 2,~~October 31, 2019	By:	/s/ Mark S. Hoplamazian
			Mark S. Hoplamazian
			President and Chief Executive Officer
			(Principal Executive Officer)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the undersigned, in her capacity as the principal financial officer of the registrant.~~



		Hyatt Hotels Corporation

Date:	~~May 2,~~October 31, 2019	By:	/s/ Joan Bottarini
			Joan Bottarini
			Executive Vice President, Chief Financial Officer
			(Principal Financial Officer)

5366



	March 31, 2019		December 31, 2018		$ Change		% Change
Current contract liabilities	$	395	$	388	$	7	1.6	%
Long-term contract liabilities	454		442		12		2.7	%
Total contract liabilities	$	849	$	830	$	19	2.2	%



	March 31, 2019			December 31, 2018
Common shares of Playa N.V.	$	93		$	87
Interest-bearing money market funds	42			14
Time deposits	37			100
Total marketable securities held for investment purposes	$	172		$	201
Less: current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments	(79		)	(114		)
Marketable securities held for investment purposes included in other assets	$	93		$	87