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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 
Form 10-Q
 (Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022
OR
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
(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) 750-1234
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, $0.01 par valueHNew 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.    Yes      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 such files).  Yes      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 filerAccelerated 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  
At August 2, 2022, there were 50,114,475 shares of the registrant's Class A common stock, $0.01 par value, outstanding and 59,017,749 shares of the registrant's Class B common stock, $0.01 par value, outstanding.


Table of Contents
HYATT HOTELS CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2022

TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II – OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.    Financial Statements.

HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(In millions of dollars, except per share amounts)
(Unaudited)
Three Months EndedSix Months Ended
June 30, 2022June 30, 2021June 30, 2022June 30, 2021
REVENUES:
Owned and leased hotels$331 $191 $602 $295 
Management, franchise, and other fees204 93 358 156 
Contra revenue(9)(9)(18)(17)
Net management, franchise, and other fees195 84 340 139 
Distribution and destination management 256  502  
Other revenues61 22 138 41 
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties640 366 1,180 626 
Total revenues1,483 663 2,762 1,101 
DIRECT AND SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:
Owned and leased hotels229 174 439 298 
Distribution and destination management 206  400  
Depreciation and amortization105 74 224 148 
Other direct costs69 24 136 47 
Selling, general, and administrative76 86 187 181 
Costs incurred on behalf of managed and franchised properties628 375 1,184 652 
Direct and selling, general, and administrative expenses1,313 733 2,570 1,326 
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts(46)24 (77)36 
Equity earnings (losses) from unconsolidated hospitality ventures1 (34)(8)20 
Interest expense(38)(42)(78)(83)
Gains on sales of real estate251 105 251 105 
Asset impairments(7)(2)(10)(2)
Other income (loss), net(19)25 (29)37 
INCOME (LOSS) BEFORE INCOME TAXES312 6 241 (112)
PROVISION FOR INCOME TAXES(106)(15)(108)(201)
NET INCOME (LOSS)206 (9)133 (313)
NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS    
NET INCOME (LOSS) ATTRIBUTABLE TO HYATT HOTELS CORPORATION$206 $(9)$133 $(313)
EARNINGS (LOSSES) PER SHAREBasic
Net income (loss)$1.88 $(0.08)$1.21 $(3.07)
Net income (loss) attributable to Hyatt Hotels Corporation$1.88 $(0.08)$1.21 $(3.07)
EARNINGS (LOSSES) PER SHAREDiluted
Net income (loss)$1.85 $(0.08)$1.19 $(3.07)
Net income (loss) attributable to Hyatt Hotels Corporation$1.85 $(0.08)$1.19 $(3.07)




See accompanying Notes to condensed consolidated financial statements.
1

Table of Contents
HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions of dollars)
(Unaudited)

Three Months EndedSix Months Ended
June 30, 2022June 30, 2021June 30, 2022June 30, 2021
Net income (loss)$206 $(9)$133 $(313)
Other comprehensive income (loss), net of taxes:
Foreign currency translation adjustments, net of tax of $ for the three and six months ended June 30, 2022 and June 30, 2021
(34)17 (13)(29)
Unrealized gains on derivative activity, net of tax of $ for the three and six months ended June 30, 2022 and June 30, 2021
1 2 3 4 
Unrecognized pension benefit, net of tax of $ for the three and six months ended June 30, 2022 and June 30, 2021
2    
Unrealized losses on available-for-sale debt securities, net of tax of $ for the three and six months ended June 30, 2022 and June 30, 2021
(3) (10)(1)
Other comprehensive income (loss)(34)19 (20)(26)
COMPREHENSIVE INCOME (LOSS)172 10 113 (339)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS    
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HYATT HOTELS CORPORATION$172 $10 $113 $(339)




















See accompanying Notes to condensed consolidated financial statements.
2

Table of Contents
HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions of dollars, except share and per share amounts)
(Unaudited)
June 30, 2022December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$1,428 $960 
Restricted cash53 57 
Short-term investments527 227 
Receivables, net of allowances of $59 and $53 at June 30, 2022 and December 31, 2021, respectively
699 633 
Inventories8 10 
Prepaids and other assets159 149 
Prepaid income taxes18 26 
Total current assets2,892 2,062 
Equity method investments185 216 
Property and equipment, net2,286 2,848 
Financing receivables, net of allowances of $60 and $69 at June 30, 2022 and December 31, 2021, respectively
63 41 
Operating lease right-of-use assets377 446 
Goodwill3,080 2,965 
Intangibles, net1,810 1,977 
Deferred tax assets12 14 
Other assets1,945 2,034 
TOTAL ASSETS$12,650 $12,603 
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt$6 $10 
Accounts payable554 523 
Accrued expenses and other current liabilities392 299 
Current contract liabilities1,280 1,178 
Accrued compensation and benefits144 187 
Current operating lease liabilities35 35 
Total current liabilities2,411 2,232 
Long-term debt3,798 3,968 
Long-term contract liabilities1,463 1,349 
Long-term operating lease liabilities294 349 
Other long-term liabilities1,072 1,139 
Total liabilities9,038 9,037 
Commitments and contingencies (see Note 12)
EQUITY:
Preferred stock, $0.01 par value per share, 10,000,000 shares authorized and none outstanding at June 30, 2022 and December 31, 2021
  
Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 50,096,332 issued and outstanding at June 30, 2022, and Class B common stock, $0.01 par value per share, 391,012,161 shares authorized, 59,017,749 shares issued and outstanding at June 30, 2022. Class A common stock, $0.01 par value per share, 1,000,000,000 shares authorized, 50,322,050 issued and outstanding at December 31, 2021, and Class B common stock, $0.01 par value per share, 391,647,683 shares authorized, 59,653,271 shares issued and outstanding at December 31, 2021
1 1 
Additional paid-in capital573 640 
Retained earnings3,300 3,167 
Accumulated other comprehensive loss(265)(245)
Total stockholders' equity3,609 3,563 
Noncontrolling interests in consolidated subsidiaries3 3 
Total equity3,612 3,566 
TOTAL LIABILITIES AND EQUITY$12,650 $12,603 
See accompanying Notes to condensed consolidated financial statements.
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HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions of dollars)
(Unaudited)

 Six Months Ended
 June 30, 2022June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)$133 $(313)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization224 148 
Gains on sales of real estate(251)(105)
Amortization of share awards44 41 
Amortization of operating lease right-of-use assets17 14 
Deferred income taxes(2)203 
Asset impairments10 2 
Equity (earnings) losses from unconsolidated hospitality ventures8 (20)
Loss on extinguishment of debt8  
Contra revenue18 17 
Unrealized (gains) losses, net44 (13)
Working capital changes and other130 (32)
Net cash provided by (used in) operating activities383 (58)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of marketable securities and short-term investments(662)(603)
Proceeds from marketable securities and short-term investments387 663 
Contributions to equity method and other investments(5)(24)
Return of equity method and other investments23 25 
Acquisitions, net of cash acquired(39)(230)
Capital expenditures(104)(37)
Issuance of financing receivables(10)(8)
Proceeds from sales of real estate, net of cash disposed591 268 
Other investing activities20 (7)
Net cash provided by investing activities201 47 
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments and repurchases of debt(16)(2)
Repurchases of common stock(101) 
Utilization of restricted cash for legal defeasance of Series 2005 Bonds(8) 
Other financing activities(17)(14)
Net cash used in financing activities(142)(16)
EFFECT OF EXCHANGE RATE CHANGES ON CASH11 (7)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH453 (34)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—BEGINNING OF YEAR1,065 1,237 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—END OF PERIOD$1,518 $1,203 













See accompanying Notes to condensed consolidated financial statements.
Supplemental disclosure of cash flow information:
June 30, 2022June 30, 2021
Cash and cash equivalents$1,428 $1,144 
Restricted cash (1)53 18 
Restricted cash included in other assets (1)37 41 
Total cash, cash equivalents, and restricted cash$1,518 $1,203 
(1) Restricted cash generally represents debt service on bonds, escrow deposits, and other arrangements.
Six Months Ended
June 30, 2022June 30, 2021
Cash paid during the period for interest$68 $74 
Cash paid during the period for income taxes, net$39 $2 
Cash paid for amounts included in the measurement of operating lease liabilities $22 $18 
Non-cash investing and financing activities are as follows:
Non-cash contributions to equity method and other investments (Note 12)$ $42 
Change in accrued capital expenditures$8 $1 
Non-cash right-of-use assets obtained in exchange for operating lease liabilities$3 $12 
Non-cash legal defeasance of Series 2005 Bonds (see Note 6)$166 $ 
Non-cash reduction in right-of-use assets and operating lease liabilities for lease reassessment$12 $ 
Non-cash held-to-maturity debt security received (see Note 6)$19 $ 






























See accompanying Notes to condensed consolidated financial statements.
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HYATT HOTELS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In millions of dollars, except share and per share amounts)
(Unaudited)
Common Shares OutstandingCommon Stock AmountAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive Income (Loss)Noncontrolling Interests in Consolidated SubsidiariesTotal
ClassClassClassClass
ABAB
BALANCE—January 1, 202139,250,241 62,038,918 $1 $ $13 $3,389 $(192)$3 $3,214 
Total comprehensive loss— — — — — (304)(45)— (349)
Employee stock plan issuance10,992 — — — 1 — — — 1 
Class share conversions800,169 (800,169)— — — — — — — 
Share-based payment activity462,103 — — — 22 — — — 22 
BALANCE—March 31, 202140,523,505 61,238,749 1  36 3,085 (237)3 2,888 
Total comprehensive income (loss)— — — — — (9)19 — 10 
Employee stock plan issuance9,603 — — — 1 — — — 1 
Class share conversions614,831 (614,831)— — — — — — — 
Share-based payment activity11,150 — — — 10 — — — 10 
BALANCE—June 30, 202141,159,089 60,623,918 $1 $ $47 $3,076 $(218)$3 $2,909 
BALANCE—January 1, 202250,322,050 59,653,271 $1 $ $640 $3,167 $(245)$3 $3,566 
Total comprehensive income (loss)— — — — — (73)14 — (59)
Employee stock plan issuance12,221 — — — 1 — — — 1 
Class share conversions635,522 (635,522)— — — — — — — 
Share-based payment activity303,355 — — — 16 — — — 16 
BALANCE—March 31, 202251,273,148 59,017,749 1  657 3,094 (231)3 3,524 
Total comprehensive income (loss)— — — — — 206 (34)— 172 
Repurchases of common stock(1,210,402)— — — (101) — — (101)
Employee stock plan issuance13,963 — — — 1 — — — 1 
Class share conversions  — — — — — — — 
Share-based payment activity19,623 — — — 16 — — — 16 
BALANCE—June 30, 202250,096,332 59,017,749 $1 $ $573 $3,300 $(265)$3 $3,612 






















See accompanying Notes to condensed consolidated financial statements.
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HYATT HOTELS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in millions of dollars, unless otherwise indicated)
(Unaudited)
1.    ORGANIZATION
Hyatt Hotels Corporation, a Delaware corporation, and its consolidated subsidiaries (collectively, "Hyatt Hotels Corporation") has offerings that consist of full services hotels, select service hotels, all-inclusive resorts, and other forms of residential, vacation ownership, and condominium units. We also offer travel distribution and destination management services through ALG Vacations and a paid membership program through the Unlimited Vacation Club. At June 30, 2022, our hotel portfolio included 525 full service hotels, comprising 172,729 rooms throughout the world; 548 select service hotels, comprising 79,604 rooms, of which 444 hotels are located in the United States; and 121 all-inclusive resorts, comprising 38,654 rooms. At June 30, 2022, our portfolio of properties operated in 72 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 operate under other tradenames or marks owned by such hotels or licensed by third parties.
As used in these Notes and throughout this Quarterly Report on Form 10-Q:
"Hyatt," "Company," "we," "us," or "our" mean Hyatt Hotels Corporation and its consolidated subsidiaries;
"hotel portfolio" refers to our full service hotels, including our wellness resorts, our select service hotels, and our all-inclusive resorts;
"properties," "portfolio of properties," or "property portfolio" refer to our hotel portfolio and residential, vacation ownership, and condominium units that we operate, manage, franchise, own, lease, develop, license, or to which we provide services or license our trademarks, including under the Park Hyatt, Grand Hyatt, Hyatt Regency, Hyatt, Hyatt Residence Club, Hyatt Place, Hyatt House, UrCove, Miraval, Alila, Andaz, Thompson Hotels, Hyatt Centric, Caption by Hyatt, The Unbound Collection by Hyatt, Destination by Hyatt, JdV by Hyatt, Hyatt Ziva, Hyatt Zilara, Zoëtry Wellness & Spa Resorts, Secrets Resorts & Spas, Breathless Resorts & Spas, Dreams Resorts & Spas, Vivid Hotels & Resorts, Alua Hotels & Resorts, and Sunscape Resorts & Spas brands; and

"hospitality ventures" refers to entities in which we own less than a 100% equity interest.
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, 2021 (the "2021 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
Government Assistance—In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2021-10 ("ASU 2021-10"), Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. ASU 2021-10 requires annual disclosures that are expected to increase the transparency of transactions involving government grants, including (1) the types of transactions, (2) the accounting for those transactions, and (3) the effect of those transactions on an entity's financial statements. The provisions of ASU 2021-10 are effective for fiscal years beginning after December 31, 2021, and we adopted
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ASU 2021-10 on January 1, 2022. We are currently evaluating the impact of ASU 2021-10 on our annual disclosures and do not expect a material impact to our consolidated financial statements.
Future Adoption of Accounting Standards
Reference Rate Reform—In March 2020, the FASB issued Accounting Standards Update No. 2020-04 ("ASU 2020-04"), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients and exceptions that we can elect to adopt, subject to meeting certain criteria, regarding contract modifications, hedging relationships, and other transactions that reference the London Interbank Offered Rate or another reference rate expected to be discontinued because of reference rate reform. The provisions of ASU 2020-04 are available through December 31, 2022, and we are currently assessing the impact of adopting ASU 2020-04.
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 June 30, 2022
Owned and leased hotelsAmericas management and franchisingASPAC management and franchisingEAME/SW Asia management and franchisingApple Leisure GroupCorporate and otherEliminationsTotal
Rooms revenues$209 $ $ $ $4 $ $(8)$205 
Food and beverage87       87 
Other 39       39 
Owned and leased hotels335    4  (8)331 
Base management fees 61 8 11 9  (10)79 
Incentive management fees 18 6 8 17  (4)45 
Franchise fees 50 1 1    52 
Other fees 3 3 1 10 11  28 
Management, franchise, and other fees 132 18 21 36 11 (14)204 
Contra revenue (6)(1)(2)   (9)
Net management, franchise, and other fees 126 17 19 36 11 (14)195 
Distribution and destination management    256   256 
Other revenues 25   33 2 1 61 
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties 557 34 23 26   640 
Total$335 $708 $51 $42 $355 $13 $(21)$1,483 
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Six Months Ended June 30, 2022
Owned and leased hotelsAmericas management and franchisingASPAC management and franchisingEAME/SW Asia management and franchisingApple Leisure GroupCorporate and otherEliminationsTotal
Rooms revenues$376 $ $ $ $4 $ $(14)$366 
Food and beverage156       156 
Other80       80 
Owned and leased hotels612    4  (14)602 
Base management fees 107 16 17 17  (18)139 
Incentive management fees 30 10 15 36  (6)85 
Franchise fees 84 1 2    87 
Other fees 6 5 2 13 21  47 
Management, franchise, and other fees 227 32 36 66 21 (24)358 
Contra revenue (12)(2)(4)   (18)
Net management, franchise, and other fees 215 30 32 66 21 (24)340 
Distribution and destination management    502   502 
Other revenues 63   67 6 2 138 
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties 1,018 63 44 55   1,180 
Total$612 $1,296 $93 $76 $694 $27 $(36)$2,762 

Three Months Ended June 30, 2021
Owned and leased hotelsAmericas management and franchisingASPAC management and franchisingEAME/SW Asia management and franchisingCorporate and otherEliminationsTotal
Rooms revenues$117 $ $ $ $ $(3)$114 
Food and beverage 43      43 
Other 34      34 
Owned and leased hotels194     (3)191 
Base management fees 30 9 3  (6)36 
Incentive management fees 4 6 3  (1)12 
Franchise fees 28 1    29 
Other fees 4 4  8  16 
Management, franchise, and other fees 66 20 6 8 (7)93 
Contra revenue (5)(1)(3)  (9)
Net management, franchise, and other fees 61 19 3 8 (7)84 
Other revenues 19   3  22 
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties 327 24 15   366 
Total$194 $407 $43 $18 $11 $(10)$663 
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Six Months Ended June 30, 2021
Owned and leased hotelsAmericas management and franchisingASPAC management and franchisingEAME/SW Asia management and franchisingCorporate and otherEliminationsTotal
Rooms revenues$179 $ $ $ $ $(6)$173 
Food and beverage63      63 
Other59      59 
Owned and leased hotels301     (6)295 
Base management fees 46 17 6  (9)60 
Incentive management fees 5 11 5  (1)20 
Franchise fees 45 1    46 
Other fees 8 6 2 14  30 
Management, franchise, and other fees 104 35 13 14 (10)156 
Contra revenue (9)(2)(6)  (17)
Net management, franchise, and other fees 95 33 7 14 (10)139 
Other revenues 36   5  41 
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties 554 44 28   626 
Total$301 $685 $77 $35 $19 $(16)$1,101 

Contract Balances
Our contract assets, included in receivables, net on our condensed consolidated balance sheets, were insignificant at both June 30, 2022 and December 31, 2021. As our profitability hurdles are generally calculated on a full-year basis, we expect our contract assets to be insignificant at year end.
Contract liabilities were comprised of the following:
June 30, 2022December 31, 2021
Deferred revenue related to the paid membership program$943 $833 
Deferred revenue related to the loyalty program875 814 
Deferred revenue related to travel distribution and destination management services721 629 
Advanced deposits52 61 
Initial fees received from franchise owners44 42 
Deferred revenue related to insurance programs22 52 
Other deferred revenue86 96 
Total contract liabilities$2,743 $2,527 
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The following table summarizes the activity in our contract liabilities:
20222021
Beginning balance, January 1$2,527 $941 
Cash received and other1,410 105 
Revenue recognized(1,245)(86)
Ending balance, March 31$2,692 $960 
Cash received and other1,283 133 
Revenue recognized(1,232)(115)
Ending balance, June 30$2,743 $978 
Revenue recognized during the three months ended June 30, 2022 and June 30, 2021 included in the contract liabilities balance at the beginning of each year was $168 million and $78 million, respectively. Revenue recognized during the six months ended June 30, 2022 and June 30, 2021 included in the contract liabilities balance at the beginning of the year was $669 million and $147 million, respectively. This revenue primarily relates to travel distribution and destination management services, the loyalty program, and the paid membership program.
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 $475 million at June 30, 2022, of which we expect to recognize approximately 20% of the revenue over the next 12 months and the remainder thereafter.
4.    DEBT AND EQUITY SECURITIES
Equity Method Investments
Equity method investments were $185 million and $216 million at June 30, 2022 and December 31, 2021, respectively.
During the three and six months ended June 30, 2022, we received $23 million of proceeds related to the sale of our ownership interest in an equity method investment and recognized a $4 million pre-tax gain in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income (loss), net of a $5 million reclassification from accumulated other comprehensive loss (see Note 13).
During the three and six months ended June 30, 2021, we received $17 million of proceeds related to sales activity of certain equity method investments and recognized an insignificant net loss in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income (loss).
During the six months ended June 30, 2021, we purchased our hospitality venture partner's interest in the entities that own Grand Hyatt São Paulo for $6 million of cash, and we repaid the $78 million third-party mortgage loan on the property. We recognized a $69 million pre-tax gain in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income (loss) (see Note 6).
Marketable Securities
We hold marketable securities with readily determinable fair values to fund certain operating programs and for investment purposes. We periodically transfer available cash and cash equivalents to purchase marketable securities for investment purposes.
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Marketable Securities Held to Fund Operating Programs—Marketable securities held to fund operating programs, which are recorded at fair value on our condensed consolidated balance sheets, were as follows:
June 30, 2022December 31, 2021
Loyalty program (Note 8)
$654 $601 
Deferred compensation plans held in rabbi trusts (Note 8 and Note 10)
426 543 
Captive insurance company (Note 8)
114 148 
Total marketable securities held to fund operating programs$1,194 $1,292 
Less: current portion of marketable securities held to fund operating programs included in cash and cash equivalents and short-term investments(254)(173)
Marketable securities held to fund operating programs included in other assets$940 $1,119 
At June 30, 2022 and December 31, 2021, marketable securities held to fund operating programs included:
$164 million and $141 million, respectively, of available-for-sale ("AFS") debt securities with contractual maturity dates ranging from 2022 through 2069. The fair value of our AFS debt securities approximates amortized cost;
$139 million and $4 million, respectively, of time deposits classified as held-to-maturity ("HTM") debt securities with contractual maturity dates ranging from 2022 through 2026. The fair value of our time deposits approximates amortized cost;
$61 million and $89 million, respectively, of equity securities with a readily determinable fair value.
Net unrealized and realized gains (losses) from marketable securities held to fund operating programs recognized on our condensed consolidated financial statements were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Unrealized gains (losses), net
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts$(46)$20 $(78)$23 
Other income (loss), net (Note 18)(12)4 (30)(5)
Other comprehensive loss (Note 13)(3) (10)(1)
Realized gains, net
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts$ $4 $1 $13 
Marketable Securities Held for Investment PurposesMarketable securities held for investment purposes, which are recorded at cost or fair value, depending on the nature of the investment, on our condensed consolidated balance sheets, were as follows:
June 30, 2022December 31, 2021
Interest-bearing money market funds$765 $231 
Time deposits (1)379 255 
Common shares in Playa N.V. (Note 8)
83 97 
Total marketable securities held for investment purposes$1,227 $583 
Less: current portion of marketable securities held for investment purposes included in cash and cash equivalents and short-term investments(1,144)(486)
Marketable securities held for investment purposes included in other assets$83 $97 
(1) Time deposits have contractual maturity dates in 2022.
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We hold common shares in Playa Hotels & Resorts N.V. ("Playa N.V."), which are accounted for as an equity security with a readily determinable fair value as we do not have the ability to significantly influence the operations of the entity. We did not sell any shares of common stock during the six months ended June 30, 2022 or June 30, 2021. Net unrealized gains (losses) recognized on our condensed consolidated statements of income (loss) were as follows:
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Other income (loss), net (Note 18)$(22)$1 $(14)$18 
Fair ValueWe measure marketable securities held to fund operating programs and held for investment purposes at fair value on a recurring basis:
June 30, 2022Cash and cash equivalentsShort-term investmentsOther assets
Level One - Quoted Prices in Active Markets for Identical Assets
Interest-bearing money market funds$871 $871 $ $ 
Mutual funds487   487 
Common shares in Playa N.V.83   83 
Level Two - Significant Other Observable Inputs
Time deposits518  515 3 
U.S. government obligations234  3 231 
U.S. government agencies56  2 54 
Corporate debt securities119  7 112 
Mortgage-backed securities23   23 
Asset-backed securities24   24 
Municipal and provincial notes and bonds6   6 
Total$2,421 $871 $527 $1,023 
December 31, 2021Cash and cash equivalentsShort-term investmentsOther assets
Level One - Quoted Prices in Active Markets for Identical Assets
Interest-bearing money market funds$397 $397 $ $ 
Mutual funds632   632 
Common shares in Playa N.V.97   97 
Level Two - Significant Other Observable Inputs
Time deposits259 35 221 3 
U.S. government obligations235   235 
U.S. government agencies58   58 
Corporate debt securities137  6 131 
Mortgage-backed securities24   24 
Asset-backed securities28   28 
Municipal and provincial notes and bonds8   8 
Total$1,875 $432 $227 $1,216 
During the six months ended June 30, 2022 and June 30, 2021, there were no transfers between levels of the fair value hierarchy. We do not have nonfinancial assets or nonfinancial liabilities required to be measured at fair value on a recurring basis.
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Other Investments
HTM Debt SecuritiesWe also hold investments in third-party entities related to certain of our hotels, which are redeemable on various dates through 2062 and are recorded as HTM debt securities within other assets on our condensed consolidated balance sheets:
June 30, 2022December 31, 2021
HTM debt securities$113 $91 
Less: allowance for credit losses(40)(38)
Total HTM debt securities, net of allowances$73 $53 
The following table summarizes the activity in our HTM debt securities allowance for credit losses:
20222021
Allowance at January 1$38 $21 
Provisions (1)1 1 
Allowance at March 31$39 $22 
Provisions (1)1 7 
Allowance at June 30$40 $29 
(1) Provisions for credit losses were partially or fully offset by interest income recognized in the same periods (see Note 18).
We estimated the fair value of these HTM debt securities to be approximately $100 million and $77 million at June 30, 2022 and December 31, 2021, respectively. The fair values, which are classified as Level Three in the fair value hierarchy, are estimated using internally developed discounted cash flow models based on current market inputs for similar types of arrangements. The primary sensitivity in these models is 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 both June 30, 2022 and December 31, 2021, we held $12 million of investments in equity securities without a readily determinable fair value, which are recorded within other assets on our condensed consolidated balance sheets and represent investments in entities where we do not have the ability to significantly influence the operations of the entity.
5.    RECEIVABLES        
Receivables
At June 30, 2022 and December 31, 2021, we had $699 million and $633 million of net receivables, respectively, recorded on our condensed consolidated balance sheets.
The following table summarizes the activity in our receivables allowance for credit losses:
20222021
Allowance at January 1$53 $56 
Provisions7 1 
Other (4) 
Allowance at March 31$56 $57 
Provisions6 4 
Other(3)(3)
Allowance at June 30$59 $58 
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Financing Receivables
June 30, 2022December 31, 2021
Unsecured financing to hotel owners$137 $133 
Less: current portion of financing receivables, included in receivables, net(14)(23)
Less: allowance for credit losses(60)(69)
Total long-term financing receivables, net of allowances$63 $41 
Allowance for Credit Losses—The following table summarizes the activity in our unsecured financing receivables allowance for credit losses:
20222021
Allowance at January 1$69 $114 
Provisions 3 
Foreign currency exchange, net3 (2)
Allowance at March 31$72 $115 
Provisions and reversals, net(7)3 
Write-offs(1) 
Foreign currency exchange, net(4)2 
Allowance at June 30$60 $120 
Credit Monitoring—Our unsecured financing receivables were as follows:
June 30, 2022
 Gross loan balance (principal and interest)Related allowanceNet financing receivablesGross receivables on nonaccrual status
Loans$135 $(59)$76 $48 
Other financing arrangements2 (1)1  
Total unsecured financing receivables$137 $(60)$77 $48 
December 31, 2021
 Gross loan balance (principal and interest)Related allowanceNet financing receivablesGross receivables on nonaccrual status
Loans$130 $(67)$63 $47 
Other financing arrangements3 (2)1  
Total unsecured financing receivables$133 $(69)$64 $47 
Fair Value—We estimated the fair value of financing receivables to be approximately $108 million and $88 million at June 30, 2022 and December 31, 2021, respectively. The fair values, which are classified as Level Three in the fair value hierarchy, are estimated using discounted future cash flow models. The principal inputs used are projected future cash flows and the discount rate, which is generally the effective interest rate of the loan.
6.    ACQUISITIONS AND DISPOSITIONS
Acquisitions
Apple Leisure Group—During the year ended December 31, 2021, we acquired 100% of the outstanding limited partnership interests in Casablanca Global Intermediate Holdings L.P., doing business as Apple Leisure Group ("ALG"), and 100% of the outstanding ordinary shares of Casablanca Global GP Limited, its general partner, in a business combination for a purchase price of $2.7 billion (the "ALG Acquisition"). The transaction included $69 million of contingent consideration payable upon achieving certain targets related to ALG's outstanding travel
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credits; however, we did not record a contingent liability as the achievement was not considered probable as of the acquisition date.
We closed on the transaction on November 1, 2021 and paid $2,718 million of cash, inclusive of $39 million of purchase price adjustments for amounts due back to the seller that were recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheet at December 31, 2021 and paid during the six months ended June 30, 2022.
Net assets acquired were determined as follows:
Cash paid, net of cash acquired$2,718 
Cash and cash equivalents acquired460 
Restricted cash acquired16 
Net assets acquired$3,194 
The acquisition includes (i) management and marketing agreements for operating and pipeline hotels, primarily across Mexico, the Caribbean, Central America, and Europe, and brand names affiliated with ALG resorts; (ii) customer relationships and brand names related to ALG Vacations; and (iii) customer relationships and a brand name associated with the Unlimited Vacation Club paid membership program.
Our condensed consolidated balance sheets at both June 30, 2022 and December 31, 2021 reflect preliminary estimates of the fair value of the assets acquired and liabilities assumed based on available information as of the acquisition date. The fair values of intangible assets acquired are estimated using either discounted future cash flow models or the relief from royalty method, both of which include revenue projections based on the expected contract terms and long-term growth rates, which are primarily Level Three assumptions. The fair values of performance guarantee liabilities assumed are estimated using scenario-based weighting, which utilizes a Monte Carlo simulation to model the probability of possible outcomes. The valuation methodology includes assumptions and judgments regarding probability weighting, discount rates, volatility, and hotel operating results as well as qualitative factors, which are primarily Level Three assumptions (see Note 12). The remaining assets and liabilities were recorded at their carrying values, which approximate their fair values.
During 2022, the fair values of certain assets acquired and liabilities assumed were revised. The measurement period adjustments primarily resulted from the refinement of contract terms, renewal periods, useful lives, and other assumptions, which affected the underlying cash flows in the valuation and were based on facts and circumstances that existed at the acquisition date. Measurement period adjustments recorded on our condensed consolidated balance sheet at June 30, 2022 primarily include a $74 million increase in other long-term liabilities, net of $10 million of tax impacts (see Note 12); a $41 million decrease in intangibles, net; and a $16 million decrease in property and equipment, net, all of which resulted in a corresponding $131 million increase to goodwill. During the six months ended June 30, 2022, we recognized insignificant income and $11 million of expenses on our condensed consolidated statements of income (loss) that would have been recognized during the three months ended March 31, 2022 and the year ended December 31, 2021, respectively, if the measurement period adjustments would have been made as of the acquisition date.
We will continue to evaluate the contracts acquired and the underlying inputs and assumptions used in our valuation of assets acquired and liabilities assumed. Accordingly, these estimates, along with any related tax impacts, are subject to change during the measurement period, which is up to one year from the acquisition date.
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The following table summarizes the preliminary fair value of the identifiable net assets acquired recorded on the Apple Leisure Group segment at June 30, 2022:
Cash and cash equivalents$460 
Restricted cash16 
Receivables168 
Prepaids and other assets74 
Property and equipment6 
Financing receivables, net19 
Operating lease right-of-use assets78 
Goodwill (1)2,808 
Indefinite-lived intangibles (2)503 
Management agreement intangibles (3)481 
Customer relationships intangibles (4)608 
Other intangibles15 
Other assets42 
Total assets acquired$5,278 
Accounts payable$255 
Accrued expenses and other current liabilities97 
Current contract liabilities (5)646 
Accrued compensation and benefits49 
Current operating lease liabilities8 
Long-term contract liabilities (5)747 
Long-term operating lease liabilities70 
Other long-term liabilities212 
Total liabilities assumed$2,084 
Total net assets acquired attributable to Hyatt Hotels Corporation$3,194 
(1) The goodwill is attributable to the growth opportunities we expect to realize by expanding our footprint in luxury and resort travel, expanding our platform for growth, increasing choices and experiences for guests, and enhancing end-to-end leisure travel offerings. Goodwill of $36 million is tax deductible.
(2) Includes intangible assets related to various ALG brand names.
(3) Amortized over useful lives of approximately 1 to 15 years, with a weighted-average useful life of approximately 11 years.
(4) Amortized over useful lives of 4 to 11 years, with a weighted-average useful life of approximately 8 years.
(5) Contract liabilities assumed were recorded at carrying value at the date of acquisition.
Alila Ventana Big Sur—During the three months ended June 30, 2021, we completed an asset acquisition of Alila Ventana Big Sur for $146 million, net of closing costs and proration adjustments, which primarily consisted of $149 million of property and equipment. The seller is indirectly owned by a limited partnership affiliated with the brother of our Executive Chairman. The acquisition was identified as replacement property in a potential reverse like-kind exchange; however, we sold the property before a suitable replacement property was identified.
Grand Hyatt São Paulo—We previously held a 50% interest in the entities that own Grand Hyatt São Paulo, and we accounted for the investment as an unconsolidated hospitality venture under the equity method. During the six months ended June 30, 2021, we purchased the remaining 50% interest for $6 million of cash. Additionally, we repaid the $78 million third-party mortgage loan on the property and were released from our debt repayment guarantee. The transaction was accounted for as an asset acquisition, and we recognized a $69 million pre-tax gain related to the transaction in equity earnings (losses) from unconsolidated hospitality ventures on our condensed consolidated statements of income (loss). The pre-tax gain is primarily attributable to a $42 million reversal of other long-term liabilities associated with our equity method investment and a $22 million reclassification from accumulated other comprehensive loss (see Note 13).
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Net assets acquired were determined as follows:
Cash paid$6 
Repayment of third-party mortgage loan78 
Fair value of our previously-held equity method investment6 
Net assets acquired$90 
Upon acquisition, we recorded $101 million of property and equipment and $11 million of deferred tax liabilities within our owned and leased hotels segment on our condensed consolidated balance sheet.
Dispositions
The Confidante Miami Beach—During the three months ended June 30, 2022, we sold The Confidante Miami Beach to an unrelated third party for approximately $227 million, net of closing costs and proration adjustments, and accounted for the transaction as an asset disposition. Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $24 million pre-tax gain, which was recognized in gains on sales of real estate on our condensed consolidated statements of income (loss) during the three months ended June 30, 2022. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment.
The Driskill—During the three months ended June 30, 2022, we sold The Driskill to an unrelated third party for approximately $119 million, net of closing costs and proration adjustments, and accounted for the transaction as an asset disposition. Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $51 million pre-tax gain, which was recognized in gains on sales of real estate on our condensed consolidated statements of income (loss) during the three months ended June 30, 2022. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. At March 31, 2022, we classified the assets and liabilities as held for sale on our condensed consolidated balance sheet.
Grand Hyatt San Antonio River Walk—During the three months ended June 30, 2022, we sold Grand Hyatt San Antonio River Walk to an unrelated third party and accounted for the transaction as an asset disposition. We received approximately $109 million of cash consideration, net of closing costs; a $19 million HTM debt security as additional consideration; and $18 million from the release of restricted cash held for debt service related to Tax-Exempt Contract Revenue Empowerment Zone Bonds, Series 2005A and Contract Revenue Bonds, Senior Taxable Series 2005B (collectively, the "Series 2005 Bonds"). At the time of sale, we had $166 million of outstanding debt related to the Series 2005 Bonds, inclusive of accrued interest and net of $4 million of unamortized discounts, which was legally defeased in conjunction with the sale (see Note 9). Upon sale, we entered into a long-term management agreement for the property.
The sale resulted in a $137 million pre-tax gain, which was recognized in gains on sales of real estate on our condensed consolidated statements of income (loss) during the three months ended June 30, 2022. In connection with the disposition, we recognized a $7 million goodwill impairment charge in asset impairments on our condensed consolidated statements of income (loss) during the three months ended June 30, 2022. 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 of this hotel prior to the sale remain within our owned and leased hotels segment. At March 31, 2022, we classified the assets and liabilities as held for sale on our condensed consolidated balance sheet.
Hyatt Regency Indian Wells Resort & Spa—During the three months ended June 30, 2022, we sold Hyatt Regency Indian Wells Resort & Spa to an unrelated third party for approximately $136 million, net of closing costs and proration adjustments, and accounted for the transaction as an asset disposition. Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $40 million pre-tax gain, which was recognized in gains on sales of real estate on our condensed consolidated statements of income (loss) during the three months ended June 30, 2022. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment. At March 31, 2022, we classified the assets and liabilities as held for sale on our condensed consolidated balance sheet.
Hyatt Regency Lost Pines Resort and Spa—During the three months ended June 30, 2021, we sold Hyatt Regency Lost Pines Resort and Spa to an unrelated third party for approximately $268 million, net of closing costs and proration adjustments, and accounted for the transaction as an asset disposition. Upon sale, we entered into a long-term management agreement for the property. The sale resulted in a $104 million pre-tax gain, which was recognized in gains on sales of real estate on our condensed consolidated statements of income (loss) during the
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three months ended June 30, 2021. The operating results and financial position of this hotel prior to the sale remain within our owned and leased hotels segment.
7.    INTANGIBLES, NET
June 30, 2022Weighted-
average useful
lives in years
December 31, 2021
Management and franchise agreement intangibles$814 14$835 
Brand and other indefinite-lived intangibles626 — 646 
Customer relationships intangibles608 9586 
Other intangibles21 558 
Intangibles2,069 2,125 
Less: accumulated amortization(259)(148)
Intangibles, net$1,810 $1,977 
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Amortization expense$51 $7 $111 $14 
8.    OTHER ASSETS
June 30, 2022December 31, 2021
Management and franchise agreement assets constituting payments to customers (1) $619 $571 
Marketable securities held to fund rabbi trusts (Note 4)426 543 
Marketable securities held to fund the loyalty program (Note 4)414 439 
Marketable securities held for captive insurance company (Note 4)100 137 
Long-term investments (Note 4)85 65 
Common shares in Playa N.V. (Note 4)83 97 
Long-term restricted cash37 48 
Other181 134 
Total other assets$1,945 $2,034 
(1) Includes cash consideration as well as other forms of consideration provided, such as debt repayment or performance guarantees.
9.    DEBT
Long-term debt was $3,798 million and $3,968 million at June 30, 2022 and December 31, 2021, respectively.
Revolving Credit Facility—During the three months ended June 30, 2022, we entered into a new credit agreement with a syndicate of lenders that provides for a $1.5 billion senior unsecured revolving credit facility (the "revolving credit facility") that matures in May 2027. The credit agreement refinanced and replaced in its entirety our Second Amended and Restated Credit Agreement dated as of January 6, 2014, as amended (the "prior revolving credit facility"). The credit agreement provides for the issuance of revolving loans to us in U.S. dollars and, subject to a sublimit of $250 million, certain other currencies, and the issuance of up to $300 million of letters of credit. We have the option during the term of the revolving credit facility to increase the facility by an aggregate amount of up to an additional $500 million provided that, among other things, new and/or existing lenders agree to provide commitments for the increased amount. We may prepay any outstanding aggregate principal amount, in whole or in part, at any time, subject to certain restrictions and upon proper notice. The credit agreement contains customary affirmative, negative, and financial covenants; representations and warranties; and default provisions.
During the six months ended June 30, 2022 and June 30, 2021, we had no borrowings or repayments on our revolving credit facility or our prior revolving credit facility. At both June 30, 2022 and December 31, 2021, we had no balance outstanding on our revolving credit facility or our prior revolving credit facility. At June 30, 2022, we had $1,496 million of borrowing capacity available under our revolving credit facility, net of letters of credit outstanding.
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Fair Value—We estimate the fair value of debt, excluding finance leases, which consists of the notes below (collectively, the "Senior Notes") and other long-term debt.
$300 million of floating rate senior notes due 2023
$350 million of 3.375% senior notes due 2023
$700 million of 1.300% senior notes due 2023
$750 million of 1.800% senior notes due 2024
$450 million of 5.375% senior notes due 2025
$400 million of 4.850% senior notes due 2026
$400 million of 4.375% senior notes due 2028
$450 million of 5.750% senior notes due 2030
Our Senior Notes 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 on the lack of available market data, we have classified our revolving credit facility, as applicable, and other debt instruments as Level Three. The primary sensitivity in these models is based on the selection of appropriate discount rates. Fluctuations in our assumptions will result in different estimates of fair value.
June 30, 2022
Carrying valueFair valueQuoted prices in active markets for identical assets (Level One)Significant other observable inputs (Level Two)Significant unobservable inputs (Level Three)
Debt (1)$3,817 $3,748 $ $3,707 $41 
(1) Excludes $7 million of finance lease obligations and $20 million of unamortized discounts and deferred financing fees.
December 31, 2021
Carrying valueFair valueQuoted prices in active markets for identical assets (Level One)Significant other observable inputs (Level Two)Significant unobservable inputs (Level Three)
Debt (2)$4,000 $4,230 $ $4,193 $37 
(2) Excludes $7 million of finance lease obligations and $29 million of unamortized discounts and deferred financing fees.
Senior Notes Repurchases—During the three months ended June 30, 2022, we repurchased $4 million of our senior notes due 2024, $1 million of our senior notes due 2028, and $10 million of our senior notes due 2030 in the open market.
Series 2005 Bonds—The Series 2005 Bonds had $166 million outstanding, inclusive of accrued interest and net of $4 million of unamortized discounts, and were legally defeased in conjunction with the sale of Grand Hyatt San Antonio River Walk during the three months ended June 30, 2022 (see Note 6). We recognized an $8 million loss on extinguishment of debt in other income (loss), net on our condensed consolidated statements of income (loss), which related to restricted cash utilized to defease the debt (see Note 18).
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10.    OTHER LONG-TERM LIABILITIES
June 30, 2022December 31, 2021
Deferred compensation plans funded by rabbi trusts (Note 4)$426 $543 
Income taxes payable299 281 
Guarantee liabilities (Note 12)147 92 
Deferred income taxes (Note 11)79 93 
Self-insurance liabilities (Note 12)66 66 
Other55 64 
Total other long-term liabilities$1,072 $1,139 
11.    INCOME TAXES
The provision for income taxes for the three months ended June 30, 2022 and June 30, 2021 was $106 million and $15 million, respectively. The increase was driven by the sales of Hyatt Regency Indian Wells Resort & Spa, Grand Hyatt San Antonio River Walk, The Driskill, and The Confidante Miami Beach. The provision for income taxes for the six months ended June 30, 2022 and June 30, 2021 was $108 million and $201 million, respectively. The decrease was driven by the impact of a non-cash expense to record a valuation allowance on U.S. federal and state deferred tax assets in the first quarter of 2021 as a result of entering into a three-year cumulative U.S. pre-tax loss position during the period.
We are subject to audits by federal, state, and foreign tax authorities. U.S. tax years 2009 through 2011 are before the U.S. Tax Court concerning the tax treatment of the loyalty program. The U.S. Tax Court trial proceedings occurred during April 2022, and the trial outcome is pending, subject to the U.S. Tax Court Judge's ruling. During the six months ended June 30, 2021, we received a Notice of Proposed Adjustment for tax years 2015 through 2017 related to the loyalty program issue. As a result, U.S. tax years 2009 through 2017 are pending the 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 estimated income tax payment of $227 million (including $69 million of interest, net of federal tax benefit) for all assessed years. We believe we have an adequate uncertain tax liability recorded in connection with this matter.
At June 30, 2022 and December 31, 2021, total unrecognized tax benefits recorded in other long-term liabilities on our condensed consolidated balance sheets were $216 million and $205 million, respectively, of which $196 million and $186 million, respectively, would impact the effective tax rate if recognized. While it is reasonably possible that the amount of uncertain tax benefits associated with the U.S. treatment of the loyalty program could significantly change within the next 12 months, at this time, we are not able to estimate the range by which the reasonably possible outcomes of the pending litigation could impact our uncertain tax benefits within the next 12 months.
12.    COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, we enter into various commitments, guarantees, surety and other bonds, and letter of credit agreements.
Commitments—At June 30, 2022, we are committed, under certain conditions, to lend, provide certain consideration to, or invest in, various business ventures up to $317 million, net of any related letters of credit.
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. Except as described below, at June 30, 2022, our performance guarantees have $111 million of remaining maximum exposure and expire between 2022 and 2042.
We acquired certain management agreements in the ALG Acquisition with performance guarantees expiring between 2022 and 2045. Our condensed consolidated balance sheet at June 30, 2022 reflects preliminary estimates of the fair value of the performance guarantees liabilities assumed based on information that was available as of the date of acquisition. The performance guarantees are based on annual performance levels. Contract terms within the management agreements limit our exposure, and therefore, we are unable to reasonably estimate our maximum potential future payments. Based on current forecasts and long-term financial expectations of the hotels, the likelihood of funding under these performance guarantees is not probable at June 30, 2022. We
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continue to review and evaluate the agreements acquired in the ALG Acquisition and the contractual obligations therein. Any additional contractual obligations identified could be material and may increase our liabilities assumed in the ALG Acquisition (see Note 6).
At June 30, 2022 and December 31, 2021, we had $115 million and $52 million, respectively, of total performance guarantee liabilities, which included $109 million and $41 million, respectively, recorded in other long-term liabilities and $6 million and $11 million, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets.
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 June 30, 2022 and December 31, 2021, we had $6 million and $7 million, respectively, recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets related to these performance cure payments.
Debt Repayment GuaranteesWe enter into various debt repayment guarantees in order to assist hotel owners and unconsolidated hospitality ventures in obtaining third-party financing or to obtain more favorable borrowing terms.
Geographical regionMaximum potential future paymentsMaximum exposure net of recoverability from third partiesOther long-term liabilities recorded at June 30, 2022Other long-term liabilities recorded at December 31, 2021Year of guarantee expiration
United States (1), (2)$134 $51 $6 $10 various, through 2024
All foreign (1), (3)207 197 32 41 various, through 2031
Total $341 $248 $38 $51 
(1) We have agreements with our unconsolidated hospitality venture partners or the respective hotel owners to recover certain amounts funded under the debt repayment guarantee; the recoverability mechanism may be in the form of cash or HTM debt security.
(2) Certain agreements give us the ability to assume control of the property if defined funding thresholds are met or if certain events occur.
(3) Certain debt repayment guarantees are denominated in Indian rupees and translated using exchange rates at June 30, 2022. 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 approximately $93 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.
At June 30, 2022, we are not aware, nor have we received any notification, that our unconsolidated hospitality ventures or 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 approximately $141 million and $87 million at June 30, 2022 and December 31, 2021, respectively. Based on 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 a U.S.-based and licensed captive insurance company that is a wholly owned subsidiary of Hyatt and generally insures our deductibles and retentions. Reserve requirements are established based on actuarial projections of ultimate losses. Reserves for losses in our captive insurance company to be paid within 12 months are $33 million and $34 million at June 30, 2022 and December 31, 2021, respectively, and are recorded in accrued expenses and other current liabilities on our condensed consolidated balance sheets. Reserves for losses in our captive insurance company to be paid in future periods are $66 million at both June 30, 2022 and December 31, 2021 and are recorded in other long-term liabilities on our condensed consolidated balance sheets.
Collective Bargaining Agreements—At June 30, 2022, approximately 21% of our U.S.-based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment, and orderly settlement of labor disputes. Certain employees are covered by union-sponsored, multi-employer pension and health plans pursuant to agreements between various unions and us.
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Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe our employee relations are good.
Surety and Other Bonds—Surety and other bonds issued on our behalf were $46 million at June 30, 2022 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 June 30, 2022 were $274 million, which primarily relate to our ongoing operations, collateral for customer deposits associated with ALG Vacations, collateral for estimated insurance claims, and securitization of our performance under our debt repayment guarantees associated with the hotel properties in India, which are only called on if we default on our guarantees. Of the letters of credit outstanding, $4 million reduces the available capacity under our revolving credit facility (see Note 9).
Capital Expenditures—As part of our ongoing business operations, expenditures are required to complete renovation projects that have been approved.
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 and certain managed hotels, 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 or respective hotel owners.
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 recorded a liability in connection with this matter. At June 30, 2022, our maximum exposure is not expected to exceed $18 million.
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13.    EQUITY
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss, net of insignificant tax impacts, were as follows:
Balance at
April 1, 2022
Current period other comprehensive income (loss) before reclassificationAmount reclassified from accumulated other comprehensive loss
Balance at
June 30, 2022
Foreign currency translation adjustments (1)$(185)$(39)$5 $(219)
Unrealized losses on AFS debt securities(8)(3) (11)
Unrecognized pension benefit (cost)(6)1 1 (4)
Unrealized gains (losses) on derivative instruments (2)(32) 1 (31)
Accumulated other comprehensive loss$(231)$(41)$7 $(265)
(1) The amount reclassified from accumulated other comprehensive loss includes realized losses recognized in equity earnings (losses) from unconsolidated hospitality ventures related to the disposition of our ownership interest in an unconsolidated hospitality venture (see Note 4).
(2) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.
Balance at
January 1, 2022
Current period other comprehensive income (loss) before reclassificationAmount reclassified from accumulated other comprehensive loss
Balance at June 30, 2022
Foreign currency translation adjustments (3)$(206)$(18)$5 $(219)
Unrealized losses on AFS debt securities(1)(10) (11)
Unrecognized pension cost(4)  (4)
Unrealized gains (losses) on derivative instruments (4)(34) 3 (31)
Accumulated other comprehensive loss$(245)$(28)$8 $(265)
(3) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in equity earnings (losses) from unconsolidated hospitality ventures related to the disposition of our ownership interest in an unconsolidated hospitality venture (see Note 4).
(4) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks. We expect to reclassify $6 million of losses over the next 12 months.
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Balance at
April 1, 2021
Current period other comprehensive income (loss) before reclassificationAmount reclassified from accumulated other comprehensive loss
Balance at
June 30, 2021
Foreign currency translation adjustments (5)$(191)$15 $2 $(174)
Unrealized gains (losses) on AFS debt securities    
Unrecognized pension cost(7)  (7)
Unrealized gains (losses) on derivative instruments (6)(39) 2 (37)
Accumulated other comprehensive loss$(237)$15 $4 $(218)
(5) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in equity earnings (losses) from unconsolidated hospitality ventures related to the disposition of our ownership interest in certain unconsolidated hospitality ventures (see Note 4).
(6) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.
Balance at
January 1, 2021
Current period other comprehensive income (loss) before reclassificationAmount reclassified from accumulated other comprehensive loss
Balance at June 30, 2021
Foreign currency translation adjustments (7)$(145)$(9)$(20)$(174)
Unrealized gains (losses) on AFS debt securities1 (1)  
Unrecognized pension cost(7)  (7)
Unrealized gains (losses) on derivative instruments (8)(41) 4 (37)
Accumulated other comprehensive loss$(192)$(10)$(16)$(218)
(7) The amount reclassified from accumulated other comprehensive loss included realized net gains recognized in equity earnings (losses) from unconsolidated hospitality ventures related to the acquisition of the remaining interest in the entities which own Grand Hyatt São Paulo (see Note 6) and the disposition of our ownership interest in certain unconsolidated hospitality ventures (see Note 4).
(8) The amount reclassified from accumulated other comprehensive loss included realized losses recognized in interest expense related to the settlement of interest rate locks.
Share Repurchases—During 2019 and 2018, our board of directors authorized the repurchase of up to $750 million and $750 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 six months ended June 30, 2022, we repurchased 1,210,402 shares of Class A common stock. The shares of common stock were repurchased at a weighted-average price of $83.34 per share for an aggregate purchase price of $101 million, excluding insignificant related expenses. The shares repurchased during the six months ended June 30, 2022 represented approximately 1% of our total shares of common stock outstanding at December 31, 2021.
During the six months ended June 30, 2021, we did not repurchase common stock.
The shares of Class A common stock repurchased in the open market were retired and returned to the status of authorized and unissued shares. At June 30, 2022, we had $827 million remaining under the share repurchase authorization.
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14.    STOCK-BASED COMPENSATION
As part of our Long-Term Incentive Plan, we award time-vested stock appreciation rights ("SARs"), time-vested restricted stock units ("RSUs"), and performance-vested restricted stock units ("PSUs") to certain employees and non-employee directors. In addition, non-employee directors may elect to receive their annual fees and/or annual equity retainers in the form of shares of our Class A common stock. Compensation expense and unearned compensation presented below exclude amounts related to employees of our managed hotels and other employees whose payroll is reimbursed, as these expenses have been and will continue to be reimbursed by our third-party hotel owners and are recognized in 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 (loss). Stock-based compensation expense recognized in selling, general, and administrative expenses on our condensed consolidated statements of income (loss) related to these awards was as follows:
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
SARs$1 $1 $11 $10 
RSUs8 3 24 16 
PSUs 3 4 5 10 
Total$12 $8 $40 $36 
SARs—During the six months ended June 30, 2022, we granted 359,113 SARs to employees with a weighted-average grant date fair value of $37.56. During the six months ended June 30, 2021, we granted 396,889 SARs to employees with a weighted-average grant date fair value of $28.68.
RSUs—During the six months ended June 30, 2022, we granted 520,935 RSUs to employees and non-employee directors with a weighted-average grant date fair value of $91.75. During the six months ended June 30, 2021, we granted 407,585 RSUs to employees and non-employee directors with a weighted-average grant date fair value of $80.31.
PSUs—During the six months ended June 30, 2022, we granted 176,756 PSUs to employees with a weighted-average grant date fair value of $81.14. During the six months ended June 30, 2021, we granted 153,256 PSUs to employees with a weighted-average grant date fair value of $82.02.
Our total unearned compensation for our stock-based compensation programs at June 30, 2022 was $4 million for SARs, $47 million for RSUs, and $23 million for PSUs, which will primarily be recognized in stock-based compensation expense over a weighted-average period of three years.
15.    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 2022 and 2021 is the brother-in-law of our Executive Chairman. During the three and six months ended June 30, 2022, we incurred $4 million and $6 million of legal fees with this firm, respectively. During both the three and six months ended June 30, 2021, we incurred insignificant amounts of legal fees with this firm. At June 30, 2022 and December 31, 2021, we had $4 million and insignificant amounts due to the law firm, respectively.
Equity Method Investments—We have equity method investments in entities that own, operate, manage, or franchise properties for which we receive management, franchise, or license fees. We recognized $6 million and $3 million of fees during the three months ended June 30, 2022 and June 30, 2021, respectively. During the six months ended June 30, 2022 and June 30, 2021, we recognized $10 million and $4 million of fees, respectively. In addition, in some cases we provide loans (see Note 5) or guarantees (see Note 12) to these entities. During both the three months ended June 30, 2022 and June 30, 2021, we recognized insignificant income related to these guarantees. During the six months ended June 30, 2022 and June 30, 2021, we recognized $3 million and $2 million of income related to these guarantees, respectively. At June 30, 2022 and December 31, 2021, we had $51 million and $29 million of net receivables due from these properties, respectively. Our ownership interest in these unconsolidated hospitality ventures varies from 24% to 50%.
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Class B Share Conversion—During the six months ended June 30, 2022, 635,522 shares of Class B common stock were converted on a share-for-share basis into shares of Class A common stock, $0.01 par value per share. During the three and six months ended June 30, 2021, 614,831 and 1,415,000 shares of Class B common stock, respectively, were converted on a share-for-share basis into shares of Class A common stock, $0.01 par value per share. The shares of Class B common stock that were converted into shares of Class A common stock have been retired, thereby reducing the shares of Class B common stock authorized and outstanding.
16.     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. Following the ALG Acquisition during the year ended December 31, 2021, ALG is managed as a separate reportable segment, but in the future, we may realign our reportable segments after integrating aspects of ALG's business. 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 card program and are eliminated in consolidation.
Americas management and franchising—This segment derives its earnings primarily from a combination of hotel management services and licensing of our portfolio of brands to franchisees located in the United States, Canada, the Caribbean, Mexico, Central America, and South America, as well as revenues from residential management operations. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These reimbursed costs relate primarily to payroll at managed properties where the Company is the employer, as well as costs associated with sales, reservations, digital and technology, digital media, and marketing services (collectively, "system-wide services") 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 services and licensing of our portfolio of brands to franchisees located in Southeast Asia, Greater China, Australia, New Zealand, South Korea, Japan, and Micronesia. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These reimbursed costs relate primarily to system-wide services and the loyalty program operated on behalf of owners of managed and franchised properties.
EAME/SW Asia management and franchising—This segment derives its earnings primarily from a combination of hotel management services 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 reimbursed costs relate primarily to system-wide services 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.
Apple Leisure Group—This segment derives its earnings from distribution and destination management services offered through ALG Vacations; management and marketing services primarily for all-inclusive ALG resorts located in Mexico, the Caribbean, Central America, South America, and Europe; and through a paid membership program offering benefits exclusively at ALG resorts in Mexico, the Caribbean, and Central America. This segment's revenues also include the reimbursement of costs incurred on behalf of managed and franchised properties. These reimbursed costs relate to certain system-wide services provided on behalf of owners of ALG resorts.
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As previously announced, the Company plans a geographic realignment of its Europe, Africa & Middle East (EAME) region in which the Indian subcontinent will become part of the ASPAC management and franchising segment. This change is expected to be effective on January 1, 2023.
Our CODM evaluates performance based on owned and leased hotels revenues; management, franchise, and other fees revenues; distribution and destination management revenues; other revenues; and Adjusted EBITDA. Adjusted EBITDA, as we define it, is a non-GAAP measure. We define Adjusted EBITDA as net income (loss) attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA based on our ownership percentage of each owned and leased venture, adjusted to exclude interest expense; benefit (provision) for income taxes; depreciation and amortization; amortization of management and franchise agreement assets and performance cure payments, which constitute 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 that we intend to recover over the long term; equity earnings (losses) from unconsolidated hospitality ventures; stock-based compensation expense; gains (losses) on sales of real estate and other; asset impairments; and other income (loss), net.
The table below shows summarized consolidated financial information by segment. Included within corporate and other are results related to our co-branded credit card program and unallocated corporate expenses.
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Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Owned and leased hotels
Owned and leased hotels revenues$335 $194 $612 $301 
Intersegment revenues (1)8 3 14 6 
Adjusted EBITDA99 12 153 (17)
Depreciation and amortization44 58 96 117 
Americas management and franchising
Management, franchise, and other fees revenues132 66 227 104 
Contra revenue(6)(5)(12)(9)
Other revenues25 19 63 36 
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties557 327 1,018 554 
Intersegment revenues (1)12 7 21 10 
Adjusted EBITDA117 54 202 82 
Depreciation and amortization6 6 11 11 
ASPAC management and franchising
Management, franchise, and other fees revenues18 20 32 35 
Contra revenue(1)(1)(2)(2)
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties34 24 63 44 
Adjusted EBITDA6 10 11 15 
Depreciation and amortization1 1 1 2 
EAME/SW Asia management and franchising
Management, franchise, and other fees revenues21 6 36 13 
Contra revenue(2)(3)(4)(6)
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties23 15 44 28 
Intersegment revenues (1)2  3  
Adjusted EBITDA13 (1)19 (1)
Apple Leisure Group
Owned and leased hotels revenue4  4  
Management, franchise, and other fees revenues36  66  
Distribution and destination management revenues256  502  
Other revenues33  67  
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties26  55  
Adjusted EBITDA54  110  
Depreciation and amortization47  102  
Corporate and other
Revenues13 11 27 19 
Intersegment revenues (1)(1) (2) 
Adjusted EBITDA(34)(21)(72)(45)
Depreciation and amortization7 9 14 18 
Eliminations
Revenues (1)(21)(10)(36)(16)
Adjusted EBITDA  1 1 1 
TOTAL
Revenues$1,483 $663 $2,762 $1,101 
Adjusted EBITDA255 55 424 35 
Depreciation and amortization105 74 224 148 
(1) Intersegment revenues are included in management, franchise, and other fees revenues, owned and leased hotels revenues, and other revenues and eliminated in Eliminations.
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The table below provides a reconciliation of our net income (loss) attributable to Hyatt Hotels Corporation to EBITDA and a reconciliation of EBITDA to our consolidated Adjusted EBITDA:
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Net income (loss) attributable to Hyatt Hotels Corporation$206 $(9)$133 $(313)
Interest expense38 42 78 83 
Provision for income taxes106 15 108 201 
Depreciation and amortization105 74 224 148 
EBITDA455 122 543 119 
Contra revenue9 9 18 17 
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties(640)(366)(1,180)(626)
Costs incurred on behalf of managed and franchised properties628 375 1,184 652 
Equity (earnings) losses from unconsolidated hospitality ventures(1)34 8 (20)
Stock-based compensation expense (Note 14)
12 8 40 36 
Gains on sales of real estate (Note 6)
(251)(105)(251)(105)
Asset impairments7 2 10 2 
Other (income) loss, net (Note 18)
19 (25)29 (37)
Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA17 1 23 (3)
Adjusted EBITDA$255 $55 $424 $35 
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17.    EARNINGS (LOSSES) PER SHARE
The calculation of basic and diluted earnings (losses) per share, including a reconciliation of the numerator and denominator, is as follows:
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Numerator:
Net income (loss)$206 $(9)$133 $(313)
Net income (loss) attributable to noncontrolling interests    
Net income (loss) attributable to Hyatt Hotels Corporation$206 $(9)$133 $(313)
Denominator:
Basic weighted-average shares outstanding109,953,302 101,898,773 110,062,212 101,713,331 
Share-based compensation1,973,560  2,120,840  
Diluted weighted-average shares outstanding111,926,862 101,898,773 112,183,052 101,713,331 
Basic Earnings (Losses) Per Share:
Net income (loss)$1.88 $(0.08)$1.21 $(3.07)
Net income (loss) attributable to noncontrolling interests    
Net income (loss) attributable to Hyatt Hotels Corporation$1.88 $(0.08)$1.21 $(3.07)
Diluted Earnings (Losses) Per Share:
Net income (loss)$1.85 $(0.08)$1.19 $(3.07)
Net income (loss) attributable to noncontrolling interests    
Net income (loss) attributable to Hyatt Hotels Corporation$1.85 $(0.08)$1.19 $(3.07)
The computations of diluted net earnings (losses) per share for the three and six months ended June 30, 2022 and June 30, 2021 do not include the following shares of Class A common stock assumed to be issued as stock-settled SARs and RSUs because they are anti-dilutive.
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
SARs11,500 1,321,700 9,200 1,317,600 
RSUs10,500 587,900 1,700 584,100 
18.    OTHER INCOME (LOSS), NET
Three Months Ended June 30,Six Months Ended June 30,
2022202120222021
Unrealized gains (losses), net (Note 4)$(34)$5 $(44)$13 
Loss on extinguishment of debt (Note 9)(8) (8) 
Foreign currency gains (losses), net(3)13 (2)7 
Performance guarantee expense (Note 12)(1)(4)(8)(5)
Depreciation recovery 4 5 8 9 
Performance guarantee liability amortization (Note 12) 5  7 1 
Credit loss provisions and reversals, net (Note 4 and Note 5)6 (8)5 (10)
Interest income 9 8 15 14 
Other, net3 6 (2)8 
Other income (loss), net$(19)$25 $(29)$37 
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19.    SUBSEQUENT EVENT
On August 3, 2022, we acquired Hotel Irvine, located in Irvine, California, from an unrelated third party for approximately $135 million.
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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.
This quarterly report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about the Company's plans, strategies, and financial performance; the impact of the COVID-19 pandemic and pace of recovery; the amount by which the Company intends to reduce its real estate asset base and the anticipated timeframe for such asset dispositions; and prospective or future events. Forward-looking statements 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; risks associated with the acquisition of Apple Leisure Group; our ability to realize the anticipated benefits of the acquisition of Apple Leisure Group as rapidly or to the extent anticipated, including successful integration of the Apple Leisure Group business; the duration and severity of the COVID-19 pandemic and the pace of recovery following the pandemic, any additional resurgence, or COVID-19 variants; the short and long-term effects of the COVID-19 pandemic, including on the demand for travel, transient and group business, and levels of consumer confidence; the impact of the COVID-19 pandemic, any additional resurgence, or COVID-19 variants, and the impact of actions that governments, businesses, and individuals take in response, on global and regional economies, travel limitations or bans, and economic activity, including the duration and magnitude of its impact on unemployment rates and consumer discretionary spending; the broad distribution and efficacy of COVID-19 vaccines and treatments, wide acceptance by the general population of such vaccines, and the availability, use, and effectiveness of COVID-19 testing, including at-home testing kits; the ability of third-party owners, franchisees, or hospitality venture partners to successfully navigate the impacts of the COVID-19 pandemic, any additional resurgence, or COVID-19 variants; 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; global supply chain constraints and interruptions, rising costs of construction-related labor and materials, and increases in costs due to inflation or other factors that may not be fully offset by increases in revenues in our business; risks affecting the luxury, resort, and all-inclusive lodging segments; levels of spending in business, leisure, and group segments as well as consumer confidence; declines in occupancy and average daily rate ("ADR"); limited visibility with respect to future bookings; loss of key personnel; domestic and international political and geo-political conditions, including political or civil unrest or changes in trade policy; hostilities, or fear of hostilities, including future terrorist attacks, that affect travel; travel-related accidents; natural or man-made disasters 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, share repurchase program, and dividend payments, including a reduction in, or elimination or suspension of, repurchase activity or dividend payments; the seasonal and cyclical nature of the real estate and hospitality businesses; changes in distribution arrangements, such as through internet travel intermediaries; changes in the tastes and preferences of our customers; relationships with colleagues and labor unions and changes in labor laws; the financial condition of, and our relationships with, third-party property owners, franchisees, and hospitality venture partners; the possible inability of third-party owners, franchisees, or development partners to access the capital necessary to fund current operations or implement our plans for growth; risks associated with potential acquisitions and dispositions and 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; increases in interest rates, wages, and other 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 the COVID-19 pandemic, industry consolidation, and the markets where we operate; our ability to successfully grow the World of Hyatt loyalty program and Unlimited Vacation Club paid membership program; cyber incidents and
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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 could also harm our business, financial condition, results of operations, or cash flows. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
The following discussion should be read in conjunction with the Company's condensed consolidated financial statements and accompanying Notes, which appear elsewhere in this Quarterly Report on Form 10-Q.
Executive Overview
Our portfolio of properties consists of full service hotels, select service hotels, all-inclusive resorts, and other properties, including timeshare, fractional, and other forms of residential, vacation ownership, and condominium units.
At June 30, 2022, our hotel portfolio consisted of 1,194 hotels (290,987 rooms), including:
453 managed properties (137,268 rooms), all of which we operate under management and hotel services agreements with third-party property owners;
554 franchised properties (92,682 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties;
23 owned properties (10,019 rooms), 1 finance leased property (171 rooms), and 5 operating leased properties (1,965 rooms), all of which we manage;
22 managed properties and 2 franchised properties owned or leased by unconsolidated hospitality ventures (7,918 rooms);
13 franchised properties (2,310 rooms) that are operated by an unconsolidated hospitality venture in connection with a master license agreement by Hyatt, 5 of these properties (1,114 rooms) are leased by the unconsolidated hospitality venture; and
121 all-inclusive resorts (38,654 rooms), including 106 owned by a third party (33,784 rooms), 9 owned by a third party in which we hold common shares (3,591 rooms), and 6 leased properties (1,279 rooms).
Our property portfolio also included:
22 vacation ownership properties under the Hyatt Residence Club brand and operated by third parties;
37 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
39 condominium properties for which we provide services for the rental programs and/or homeowners associations (including 1 unconsolidated hospitality venture).
Additionally, through strategic relationships, we provide certain reservation and/or loyalty program services to hotels that are unaffiliated with our hotel portfolio and operate under other tradenames or marks owned by such hotels or licensed by third parties. We also offer travel distribution and destination management services through ALG Vacations and a paid membership program through Unlimited Vacation Club.
We report our consolidated operations in U.S. dollars. Amounts are reported in millions, unless otherwise noted. Percentages may not recompute due to rounding, and percentage changes that are not meaningful are presented as "NM." Constant currency disclosures used throughout Management's Discussion and Analysis of
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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 five 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, including all-inclusive resorts under the Hyatt Ziva and Hyatt Zilara brand names, located in the United States, Canada, the Caribbean, Mexico, Central America, and South America, as well as our residential management operations;
ASPAC management and franchising ("ASPAC"), which consists of our management and franchising of properties located in Southeast Asia, Greater China, Australia, New Zealand, South Korea, Japan, and Micronesia;
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; and
Apple Leisure Group, which consists of distribution and destination management services offered through ALG Vacations; management and marketing of primarily all-inclusive ALG resorts in Mexico, the Caribbean, Central America, South America, and Europe; and the Unlimited Vacation Club paid membership program, which offers benefits exclusively at ALG resorts within Mexico, the Caribbean, and Central America.
Within corporate and other, we include the results from our co-branded credit card program and unallocated corporate expenses.
The Company is planning a geographic realignment of its EAME/SW Asia and ASPAC segments, which is expected to be effective on January 1, 2023. See Part I, Item 1 "Financial Statements—Note 16 to the Condensed Consolidated Financial Statements" for further discussion of our segment structure and the planned geographic realignment.
Recent Developments
COVID-19 Pandemic
We are experiencing continued recovery from the COVID-19 pandemic, which is being led by robust leisure demand and growing momentum in group and business transient travel. However, we acknowledge that demand may be varied and uneven as the recovery continues to progress. Factors such as the spread of new COVID-19 variants, travel bans, or restrictions in certain markets may continue to impact our financial results for a period of time that we are currently unable to predict. In addition, certain labor and supply chain challenges, and increases in costs due to inflation or other factors may also continue to impact our financial results in the future.
Russian Invasion of Ukraine
In February 2022, Russia commenced a military invasion of Ukraine, and the ongoing invasion and subsequent financial and economic sanctions have increased global political and economic uncertainty. While this conflict has affected our operations in Ukraine and Russia, our financial results for the three months ended June 30, 2022 were not materially affected by this conflict, as hotels in these countries represented less than 1% of our total managed and franchised hotels and contributed less than 1% of total management and franchise fee revenues.
Overview of Financial Results
For the quarter ended June 30, 2022, we reported net income attributable to Hyatt Hotels Corporation of $206 million, compared to a net loss attributable to Hyatt Hotels Corporation of $9 million for the quarter ended June 30, 2021, representing an increase of $215 million. The increase was primarily driven by improved operating performance and gains recognized on the sales of real estate.
Consolidated revenues increased $820 million, or 123.6%, during the quarter ended June 30, 2022 compared to the quarter ended June 30, 2021, driven by continued recovery in operating performance, as compared to the prior year, as well as the acquisition of ALG, which contributed $355 million of total revenues.
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Our consolidated Adjusted EBITDA for the quarter ended June 30, 2022 was $255 million, an increase of $200 million compared to the second quarter of 2021, driven by the aforementioned increases in revenues due to the ongoing recovery from the COVID-19 pandemic. The increase in Adjusted EBITDA was primarily driven by our owned and leased hotels segment and Americas management and franchising segment, which increased $87 million and $63 million, respectively, for the quarter ended June 30, 2022, compared to the same period in the prior year. During the quarter ended June 30, 2022, our consolidated Adjusted EBITDA also included $54 million from the Apple Leisure Group segment. 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 (loss) attributable to Hyatt Hotels Corporation to EBITDA and a reconciliation of EBITDA to consolidated Adjusted EBITDA.
During the quarter ended June 30, 2022, we returned $101 million of capital to our shareholders through share repurchases. Additionally, we reduced our outstanding debt through the legal defeasance of $166 million of the Series 2005 Bonds and through the repurchase of $15 million of our Senior Notes in the open market.
Hotel Chain Revenue per Available Room ("RevPAR") Statistics.
RevPAR
Three Months Ended June 30,
(Comparable locations)Number of comparable hotels (1)2022 vs. 2021
(in constant $)
System-wide hotels922$130 81.7 %
Owned and leased hotels26$186 140.1 %
Americas full service hotels217$175 112.0 %
Americas select service hotels435$117 55.2 %
ASPAC full service hotels120$71 0.8 %
ASPAC select service hotels31$33 (22.6)%
EAME/SW Asia full service hotels99$135 239.9 %
EAME/SW Asia select service hotels20$62 148.2 %
(1) The number of comparable hotels presented above includes owned and leased hotels.
System-wide RevPAR increased 81.7% during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, driven primarily by the continued recovery from the COVID-19 pandemic in the Americas and EAME/SW Asia management and franchising segments. See "—Segment Results" for discussion of RevPAR by segment.
Our comparable system-wide hotels RevPAR of $130 for the quarter ended June 30, 2022 represents significant improvement, compared to the quarter ended June 30, 2021, and is approaching the pre-COVID-19 pandemic levels for the quarter ended June 30, 2019. Strength in leisure transient travel continues to lead the recovery with sustained elevated levels significantly exceeding 2019.
During the three months ended June 30, 2022, we also experienced strong momentum in group travel, which is at the highest level since the start of the COVID-19 pandemic. Compared to 2021, group bookings production increased at our Americas full service managed hotels, including owned and leased hotels, and business transient demand continued to improve, particularly in the Americas management and franchising segment.
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Results of Operations
Three and Six Months Ended June 30, 2022 Compared with Three and Six Months Ended June 30, 2021
Discussion on Consolidated Results
For additional information regarding our consolidated results, refer to our condensed consolidated statements of income (loss) included in this quarterly report. During the three and six months ended June 30, 2022, consolidated results improved significantly in most markets, compared to the three and six months ended June 30, 2021, which were negatively impacted by the COVID-19 pandemic. The three and six months ended June 30, 2022 also benefited from strong performance by ALG, which was acquired on November 1, 2021. See "—Segment Results" for further discussion.
The impact from our investments in marketable securities held to fund our deferred compensation plans through rabbi trusts was recognized on the following financial statement line items and had no impact on net income (loss): revenues for the reimbursement of costs incurred on behalf of managed and franchised properties; owned and leased hotels expenses; selling, general, and administrative expenses; costs incurred on behalf of managed and franchised properties; and net gains (losses) and interest income from marketable securities held to fund rabbi trusts.
Owned and leased hotels revenues.
Three Months Ended June 30,
20222021Better / (Worse)Currency Impact
Comparable owned and leased hotels revenues$278 $118 $160 134.7 %$(1)
Non-comparable owned and leased hotels revenues53 73 (20)(26.2)%— 
Total owned and leased hotels revenues$331 $191 $140 73.3 %$(1)
Six Months Ended June 30,
20222021Better / (Worse)Currency Impact
Comparable owned and leased hotels revenues$481 $177 $304 170.8 %$(1)
Non-comparable owned and leased hotels revenues121 118 3.5 %— 
Total owned and leased hotels revenues$602 $295 $307 104.1 %$(1)
Comparable owned and leased hotels revenues increased during the three and six months ended June 30, 2022, compared to the same periods in the prior year, driven by increased demand and ADR in 2022 due to the ongoing recovery from the COVID-19 pandemic. The decrease in non-comparable owned and leased hotels revenues during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, was primarily driven by disposition activity, partially offset by the re-opening of an owned hotel that was closed for an extended period in 2021.
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Management, franchise, and other fees revenues.
Three Months Ended June 30,
20222021Better / (Worse)
Base management fees$79 $36 $43 119.2 %
Incentive management fees45 12 33 264.6 %
Franchise fees52 29 23 83.4 %
Management and franchise fees176 77 99 129.4 %
Other fees revenues28 16 12 68.6 %
Management, franchise, and other fees$204 $93 $111 118.3 %
Three Months Ended June 30,
20222021Better / (Worse)
Management, franchise, and other fees$204 $93 $111 118.3 %
Contra revenue(9)(9)— (8.0)%
Net management, franchise, and other fees$195 $84 $111 129.8 %
Six Months Ended June 30,
20222021Better / (Worse)
Base management fees$139 $60 $79 131.5 %
Incentive management fees85 20 65 324.4 %
Franchise fees87 46 41 91.9 %
Management and franchise fees311 126 185 147.9 %
Other fees revenues47 30 17 53.7 %
Management, franchise, and other fees$358 $156 $202 129.3 %
Six Months Ended June 30,
20222021Better / (Worse)
Management, franchise, and other fees$358 $156 $202 129.3 %
Contra revenue(18)(17)(1)(7.6)%
Net management, franchise, and other fees$340 $139 $201 144.1 %
The increases in management and franchise fees during the three and six months ended June 30, 2022, compared to the same periods in the prior year, were due to increased demand and ADR in 2022 driven by the ongoing recovery from the COVID-19 pandemic as well as portfolio growth. During the three and six months ended June 30, 2022, ALG's base and incentive management fees were $26 million and $53 million, respectively.
Other fees revenues increased for the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, primarily driven by fees from marketing services provided by ALG and increased license fees related to our co-branded credit card program.
Distribution and destination management revenues. Distribution and destination management revenues related to ALG Vacations were $256 million and $502 million for the three and six months ended June 30, 2022, respectively, driven by strong leisure travel demand.
Other revenues. During the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, other revenues increased $39 million and $97 million, respectively, primarily driven by the Unlimited Vacation Club paid membership program, which was acquired in the ALG Acquisition, and increases in revenues related to our residential management operations due to the ongoing recovery from the COVID-19 pandemic.
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Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.
Three Months Ended June 30,
20222021Change
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties$640 $366 $274 75.1 %
Less: rabbi trust impact21 (11)32 303.4 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties excluding rabbi trust impact$661 $355 $306 86.6 %
Six Months Ended June 30,
20222021Change
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties$1,180 $626 $554 88.7 %
Less: rabbi trust impact36 (16)52 330.2 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties excluding rabbi trust impact$1,216 $610 $606 99.5 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties increased during the three and six months ended June 30, 2022, compared to the same periods in the prior year, primarily driven by higher reimbursements for payroll and related expenses at managed properties where we are the employer and reimbursements for costs related to system-wide services provided to managed and franchised properties due to increased hotel operations and performance as a result of the ongoing recovery from the COVID-19 pandemic. During the three and six months ended June 30, 2022, ALG revenues for the reimbursement of costs incurred on behalf of managed and franchised properties were $26 million and $55 million, respectively.
The increases in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties during the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, also reflect a $32 million and $52 million decrease, respectively, in marketable securities held to fund our deferred compensation plans through rabbi trusts due to a decline in market performance.
Owned and leased hotels expenses.
Three Months Ended June 30,
20222021Better / (Worse)
Comparable owned and leased hotels expenses$188 $111 $(77)(70.6)%
Non-comparable owned and leased hotels expenses46 60 14 24.1 %
Rabbi trust impact(5)250.4 %
Total owned and leased hotels expenses$229 $174 $(55)(32.1)%
Six Months Ended June 30,
20222021Better / (Worse)
Comparable owned and leased hotels expenses$345 $188 $(157)(83.4)%
Non-comparable owned and leased hotels expenses102 105 2.8 %
Rabbi trust impact(8)13 270.0 %
Total owned and leased hotels expenses$439 $298 $(141)(47.3)%
The increases in comparable owned and leased hotels expenses during the three and six months ended June 30, 2022, compared to the same periods in the prior year, were primarily due to higher variable expenses driven by increased demand in 2022 due to the ongoing recovery from the COVID-19 pandemic. The decrease in non-comparable owned and leased hotels expenses during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, was primarily driven by disposition activity, partially offset by the re-opening of an owned hotel that was closed for an extended period in 2021.
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Distribution and destination management expenses. Distribution and destination management expenses related to ALG Vacations were $206 million and $400 million for the three and six months ended June 30, 2022, respectively, driven by strong leisure travel demand.
Depreciation and amortization expenses. Depreciation and amortization expenses increased $31 million and $76 million during the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, respectively, primarily driven by amortization of intangible assets acquired in the ALG Acquisition, partially offset by dispositions of owned hotels.
Other direct costs.  During the three and six months ended June 30, 2022, compared to the same periods in the prior year, other direct costs increased $45 million and $89 million, respectively, primarily driven by the Unlimited Vacation Club paid membership program, which was acquired in the ALG Acquisition, and increases in expenses related to our residential management operations due to the ongoing recovery from the COVID-19 pandemic.
Selling, general, and administrative expenses.
Three Months Ended June 30,
20222021Change
Selling, general, and administrative expenses$76 $86 $(10)(11.4)%
Less: rabbi trust impact41 (21)62 299.8 %
Less: stock-based compensation expense(12)(8)(4)(71.6)%
Adjusted selling, general, and administrative expenses$105 $57 $48 81.2 %
Six Months Ended June 30,
20222021Change
Selling, general, and administrative expenses$187 $181 $3.4 %
Less: rabbi trust impact69 (31)100 323.9 %
Less: stock-based compensation expense(40)(36)(4)(12.3)%
Adjusted selling, general, and administrative expenses$216 $114 $102 88.7 %
Selling, general, and administrative expenses during the three and six months ended June 30, 2022 compared to the three and six months ended June 30, 2021, reflect the decline in market performance of the underlying investments in marketable securities held to fund our deferred compensation plans through rabbi trusts.
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 increased during the three and six months ended June 30, 2022, compared to the same periods in the prior year, primarily driven by costs from the ALG businesses as well as $4 million and $11 million, respectively, of ALG integration-related costs. 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.
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Costs incurred on behalf of managed and franchised properties.
Three Months Ended June 30,
20222021Change
Costs incurred on behalf of managed and franchised properties$628 $375 $253 67.6 %
Less: rabbi trust impact21 (11)32 303.4 %
Costs incurred on behalf of managed and franchised properties excluding rabbi trust impact$649 $364 $285 78.5 %
Six Months Ended June 30,
20222021Change
Costs incurred on behalf of managed and franchised properties$1,184 $652 $532 81.7 %
Less: rabbi trust impact36 (16)52 330.2 %
Costs incurred on behalf of managed and franchised properties excluding rabbi trust impact$1,220 $636 $584 92.0 %
Costs incurred on behalf of managed and franchised properties increased during the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, primarily driven by increased payroll and related expenses at managed properties where we are the employer and expenses related to system-wide services provided to managed and franchised properties due to improved hotel operating performance as a result of the ongoing recovery from the COVID-19 pandemic. During the three and six months ended June 30, 2022, ALG costs incurred on behalf of managed and franchised properties were $25 million and $54 million, respectively.
The increases during the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, also reflect a $32 million and $52 million decrease, respectively, in the value of the marketable securities held to fund our deferred compensation plans through rabbi trusts due to a decline in market performance.
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts.
Three Months Ended June 30,
20222021Better / (Worse)
Rabbi trust impact allocated to selling, general, and administrative expenses$(41)$21 $(62)(299.8)%
Rabbi trust impact allocated to owned and leased hotels expenses(5)(8)(250.4)%
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts$(46)$24 $(70)(293.1)%
Six Months Ended June 30,
20222021Better / (Worse)
Rabbi trust impact allocated to selling, general, and administrative expenses$(69)$31 $(100)(323.9)%
Rabbi trust impact allocated to owned and leased hotels expense(8)(13)(270.0)%
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts$(77)$36 $(113)(316.6)%
Net gains (losses) and interest income from marketable securities held to fund rabbi trusts decreased during the three and six months ended June 30, 2022, compared to the same periods in the prior year, driven by the performance of the underlying invested assets.
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Equity earnings (losses) from unconsolidated hospitality ventures.
Three Months Ended June 30,Six Months Ended June 30,
20222021Better /
(Worse)
20222021Better /
(Worse)
Hyatt's share of unconsolidated hospitality ventures net losses excluding foreign currency$(10)$(14)$$(21)$(34)$13 
Net gains (losses) from sales activity related to unconsolidated hospitality ventures (Note 4)
(1)68 (64)
Hyatt's share of unconsolidated hospitality ventures foreign currency net gains— — — — (4)
Other (1)(19)26 (18)27 
Equity earnings (losses) from unconsolidated hospitality ventures$$(34)$35 $(8)$20 $(28)
(1) During the three and six months ended June 30, 2021, losses primarily related to the debt repayment guarantees that we entered into for the hotel properties in India. See Part I, Item 1 "Financial Statements—Note 12 to the Condensed Consolidated Financial Statements" for additional information.
Gains on sales of real estate.   During the three months ended June 30, 2022 we recognized the following:
$137 million pre-tax gain related to the sale of Grand Hyatt San Antonio River Walk;
$51 million pre-tax gain related to the sale of The Driskill;
$40 million pre-tax gain related to the sale of Hyatt Regency Indian Wells Resort & Spa; and
$24 million pre-tax gain related to the sale of The Confidante Miami Beach.
During the three months ended June 30, 2021 we recognized a $104 million pre-tax gain related to the sale of Hyatt Regency Lost Pines Resort and Spa.
See Part I, Item 1 "Financial Statements—Note 6 to the Condensed Consolidated Financial Statements" for additional information.
Asset impairments.   During the three months ended June 30, 2022, we recognized a $7 million goodwill impairment charge in connection with the sale of Grand Hyatt San Antonio River Walk. Additionally, during the six months ended June 30, 2022, we recognized $3 million of asset impairment charges related to intangible assets, primarily as a result of contract terminations.
During the three and six months ended June 30, 2021, we recognized $2 million of asset impairment charges related to intangible assets, primarily as a result of contract terminations.
Other income (loss), net.   Other income (loss), net decreased $44 million and $66 million during the three and six months ended June 30, 2022, respectively, compared to the same periods in the prior year. See Part I, Item 1 "Financial Statements—Note 18 to the Condensed Consolidated Financial Statements" for additional information.
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Provision for income taxes.
Three Months Ended June 30,
20222021Change
Income before income taxes$312 $$306 NM
Provision for income taxes(106)(15)(91)(578.5)%
Effective tax rate33.7 %227.6 %(193.9)%
Six Months Ended June 30,
20222021Change
Income (loss) before income taxes$241 $(112)$353 315.8 %
Provision for income taxes(108)(201)93 46.4 %
Effective tax rate44.7 %(180.0)%224.7 %
The increase in the provision for income taxes during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, was primarily attributable to the sales of Hyatt Regency Indian Wells Resort & Spa, Grand Hyatt San Antonio River Walk, The Driskill, and The Confidante Miami Beach.
The decrease in the provision for income taxes during the six months ended June 30, 2022, compared to the six months ended June 30, 2021, was primarily driven by a non-cash expense to recognize a full valuation allowance on U.S. federal and state deferred tax assets in 2021. See Part I, Item 1 "Financial Statements—Note 11 to the Condensed Consolidated Financial Statements."
Segment Results
As described in Part I, Item 1 "Financial Statements—Note 16 to the Condensed Consolidated Financial Statements," we evaluate segment operating performance using owned and leased hotels revenues; management, franchise, and other fees revenues; distribution and destination management revenues; and Adjusted EBITDA.
During the three and six months ended June 30, 2022, our segment revenues, comparable RevPAR, and Adjusted EBITDA improved significantly in most markets, compared to the three and six months ended June 30, 2021, which were negatively impacted by the COVID-19 pandemic.
Owned and leased hotels segment revenues.
Three Months Ended June 30,
20222021Better / (Worse)Currency Impact
Comparable owned and leased hotels revenues$286 $121 $165 134.6 %$(1)
Non-comparable owned and leased hotels revenues49 73 (24)(32.4)%— 
Total segment revenues$335 $194 $141 71.9 %$(1)
Six Months Ended June 30,
20222021Better / (Worse)Currency Impact
Comparable owned and leased hotels revenues$495 $183 $312 169.3 %$(1)
Non-comparable owned and leased hotels revenues117 118 (1)(0.4)%— 
Total segment revenues$612 $301 $311 103.0 %$(1)
Comparable owned and leased hotels revenues increased during the three and six months ended June 30, 2022, compared to the same periods in the prior year, driven by increased demand and ADR in 2022 due to the ongoing recovery from the COVID-19 pandemic.
Non-comparable owned and leased hotels revenues decreased during the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, primarily driven by disposition activity, partially offset by the re-opening of an owned hotel that was closed for an extended period in 2021.
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Three Months Ended June 30,
RevPAROccupancyADR
2022vs. 2021
(in constant $)
2022vs. 20212022vs. 2021
(in constant $)
Comparable owned and leased hotels$186 140.1 %70.4 %30.8% pts$265 35.2 %
Six Months Ended June 30,
RevPAROccupancyADR
2022vs. 2021
(in constant $)
2022vs. 20212022vs. 2021
(in constant $)
Comparable owned and leased hotels$161 180.4 %61.7 %30.9% pts$261 39.8 %
The increases in RevPAR at our comparable owned and leased hotels during the three and six months ended June 30, 2022, compared to the same periods in the prior year, were due to continued recovery from the COVID-19 pandemic, primarily driven by strong leisure transient demand and ADR across various markets in the United States and Europe as well as growing momentum in group and business transient travel.
During the three months ended June 30, 2022, we removed four properties from the comparable owned and leased hotels results as they were sold and combined two properties, thereby reducing the number of properties within our comparable owned and leased hotel results by one. Additionally, during the six months ended June 30, 2022, we removed one property from the comparable owned and leased hotels results as the property is undergoing a significant renovation.
Owned and leased hotels segment Adjusted EBITDA.
Three Months Ended June 30,
20222021Better / (Worse)
Owned and leased hotels Adjusted EBITDA$82 $11 $71 687.5 %
Pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA17 16 NM
Segment Adjusted EBITDA$99 $12 $87 752.4 %
Six Months Ended June 30,
20222021Better / (Worse)
Owned and leased hotels Adjusted EBITDA$130 $(14)$144 998.3 %
Pro rata share of unconsolidated hospitality ventures' Adjusted EBITDA23 (3)26 NM
Segment Adjusted EBITDA$153 $(17)$170 NM
The increases in Adjusted EBITDA at our owned and leased hotels for the three and six months ended June 30, 2022, compared to the same periods in the prior year, were primarily driven by increases in comparable owned and leased hotels revenues, partially offset by increases in comparable owned and leased hotels expenses due to higher variable expenses incurred as a result of higher demand in 2022 related to the ongoing recovery from the COVID-19 pandemic.
Our pro rata share of Adjusted EBITDA from our unconsolidated hospitality ventures increased during the three and six months ended June 30, 2022, compared to the same periods in 2021, primarily driven by the increased demand during 2022 due to continued recovery from the COVID-19 pandemic.
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Americas management and franchising segment revenues.
Three Months Ended June 30,
20222021Better / (Worse)
Segment revenues
Management, franchise, and other fees$132 $66 $66 101.5 %
Contra revenue(6)(5)(1)(32.0)%
Other revenues25 19 35.5 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1)557 327 230 70.4 %
Total segment revenues$708 $407 $301 74.3 %
Six Months Ended June 30,
20222021Better / (Worse)
Segment revenues
Management, franchise, and other fees$227 $104 $123 118.6 %
Contra revenue(12)(9)(3)(27.6)%
Other revenues63 36 27 73.8 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1)1,018 554 464 83.7 %
Total segment revenues$1,296 $685 $611 89.3 %
(1) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.
The increases in management, franchise, and other fees for the three and six months ended June 30, 2022, compared to the same periods in the prior year, were driven by the continued recovery from the COVID-19 pandemic, which was led by certain markets in the United States, particularly leisure destinations.
The increases in other revenues for the three and six months ended June 30, 2022, compared to the same periods in the prior year, were driven by our residential management business due to continued recovery from the COVID-19 pandemic.
Three Months Ended June 30,
RevPAROccupancyADR
(Comparable System-wide Hotels)2022vs. 2021
(in constant $)
2022vs. 20212022vs. 2021
(in constant $)
Americas full service$175 112.0 %70.2 %27.7% pts$250 28.5 %
Americas select service$117 55.2 %74.6 %11.6% pts$157 31.3 %
Six Months Ended June 30,
RevPAROccupancyADR
(Comparable System-wide Hotels)2022vs. 2021
(in constant $)
2022vs. 20212022vs. 2021
(in constant $)
Americas full service$150 136.1 %61.0 %26.5% pts$245 33.5 %
Americas select service$100 62.6 %68.1 %12.7% pts$147 32.5 %
The RevPAR increases at our comparable system-wide full service and select service hotels during the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, were due to the continued recovery from the COVID-19 pandemic, primarily driven by ADR as well as demand increases from leisure transient business with increased contributions from group and business transient travel.
During the three months ended June 30, 2022, we removed three properties from the comparable Americas full service system-wide hotel results as they left the hotel portfolio and combined two properties, thereby reducing the number of properties within our comparable Americas full service system-wide hotel results by one. During the
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six months ended June 30, 2022, we removed two additional properties from the comparable Americas full service system-wide hotel results as one property left the hotel portfolio and one property is undergoing a significant renovation.
During the three months ended June 30, 2022, we removed one property that left the hotel portfolio from the comparable Americas select service system-wide hotel results. During the six months ended June 30, 2022, we removed one additional property that left the hotel portfolio from the comparable Americas select service system-wide hotel results.
Americas management and franchising segment Adjusted EBITDA.
Three Months Ended June 30,
20222021Better / (Worse)
Segment Adjusted EBITDA$117 $54 $63 115.3 %
Six Months Ended June 30,
20222021Better / (Worse)
Segment Adjusted EBITDA$202 $82 $120 145.8 %
The increases in Adjusted EBITDA during the three and six months ended June 30, 2022, compared to the same periods in the prior year, were primarily driven by the increases in management and franchise fees.
ASPAC management and franchising segment revenues.
Three Months Ended June 30,
20222021Better / (Worse)
Segment revenues
Management, franchise, and other fees$18 $20 $(2)(12.1)%
Contra revenue(1)(1)— (6.8)%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1)34 24 10 39.6 %
Total segment revenues$51 $43 $16.9 %
Six Months Ended June 30,
20222021Better / (Worse)
Segment revenues
Management, franchise, and other fees$32 $35 $(3)(7.5)%
Contra revenue(2)(2)— (11.5)%
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1)63 44 19 41.3 %
Total segment revenues$93 $77 $16 20.2 %
(1) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.
The decreases in management, franchise, and other fees for the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, were driven by decreases in management fees in Greater China due to COVID-19-related restrictions in certain markets. The decreases for the three and six months ended June 30, 2022, compared to the same periods in the prior year, were partially offset by increased management fees driven by improved demand in markets outside of Greater China.
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Three Months Ended June 30,
RevPAROccupancyADR
(Comparable System-wide Hotels)2022vs. 2021
(in constant $)
2022vs. 20212022vs. 2021
(in constant $)
ASPAC full service$71 0.8 %43.9 %(2.3)% pts$161 6.2 %
ASPAC select service$33 (22.6)%49.9 %(11.6)% pts$66 (4.5)%
Six Months Ended June 30,
RevPAROccupancyADR
(Comparable System-wide Hotels)2022vs. 2021
(in constant $)
2022vs. 20212022vs. 2021
(in constant $)
ASPAC full service$67 7.4 %40.6 %(0.4)% pts$165 8.6 %
ASPAC select service$32 (16.1)%47.5 %(9.1)% pts$68 0.0 %
Comparable full service RevPAR increased for the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, primarily due to increased demand and ADR in Northeast Asia, Southeast Asia, and Australia, largely offset by decreased demand and ADR within Greater China.
Comparable select service RevPAR decreased for the three and six months ended June 30, 2022, compared to the same period in the prior year, primarily driven by decreased demand in Greater China.
During the three months ended June 30, 2022, one property was removed from the comparable ASPAC full service hotel results as it is undergoing a significant renovation, and two properties were removed from the comparable ASPAC select service system-wide hotel results as one property left the hotel portfolio and one property had suspended operations.
ASPAC management and franchising segment Adjusted EBITDA.
Three Months Ended June 30,
20222021Better / (Worse)
Segment Adjusted EBITDA$$10 $(4)(40.5)%
Six Months Ended June 30,
20222021Better / (Worse)
Segment Adjusted EBITDA$11 $15 $(4)(28.6)%
The decreases in Adjusted EBITDA during the three and six months ended June 30, 2022, compared to the same periods in the prior year, were primarily driven by the decreases in management and franchise fees.
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EAME/SW Asia management and franchising segment revenues.
Three Months Ended June 30,
20222021Better / (Worse)
Segment revenues
Management, franchise, and other fees$21 $$15 222.5 %
Contra revenue(2)(3)33.9 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1)23 15 64.4 %
Total segment revenues$42 $18 $24 141.9 %
Six Months Ended June 30,
20222021Better / (Worse)
Segment revenues
Management, franchise, and other fees$36 $13 $23 173.9 %
Contra revenue(4)(6)30.2 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties (1)44 28 16 62.6 %
Total segment revenues$76 $35 $41 121.9 %
(1) See "—Results of Operations" for further discussion regarding the increase in revenues for the reimbursement of costs incurred on behalf of managed and franchised properties.
The increases in management, franchise, and other fees during the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, were driven by increases in base and incentive management fees across certain markets in Western Europe and the Middle East primarily due to the continued recovery from the COVID-19 pandemic. The three months ended June 30, 2022 also benefited from increased management fees in India as certain travel restrictions were eased.
Three Months Ended June 30,
RevPAROccupancyADR
(Comparable System-wide Hotels)2022vs. 2021
(in constant $)
2022vs. 20212022vs. 2021
(in constant $)
EAME/SW Asia full service$135 239.9 %65.2 %36.6% pts$208 49.3 %
EAME/SW Asia select service$62 148.2 %71.9 %32.1% pts$87 37.4 %
Six Months Ended June 30,
RevPAROccupancyADR
(Comparable System-wide Hotels)2022vs. 2021
(in constant $)
2022vs. 20212022vs. 2021
(in constant $)
EAME/SW Asia full service$113 204.5 %57.0 %28.1% pts$198 54.5 %
EAME/SW Asia select service$57 119.2 %64.0 %22.4% pts$89 42.5 %
Comparable system-wide hotels RevPAR increased during the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, primarily driven by certain leisure destinations in Western Europe, the Middle East, and India due to the continued recovery from the COVID-19 pandemic.
During the three months ended June 30, 2022, three properties were removed from the comparable EAME/SW Asia full service system-wide hotel results due to suspended operations. During the six months ended June 30, 2022, we removed two additional properties from the comparable EAME/SW Asia full service system-wide hotel results as one property left the hotel portfolio and one property had suspended operations.
During the six months ended June 30, 2022, one property was removed from the comparable EAME/SW Asia select service system-wide hotel results as it converted from franchised to managed.
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EAME/SW Asia management and franchising segment Adjusted EBITDA.
Three Months Ended June 30,
20222021Better / (Worse)
Segment Adjusted EBITDA$13 $(1)$14 NM
Six Months Ended June 30,
20222021Better / (Worse)
Segment Adjusted EBITDA$19 $(1)$20 NM
During the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, Adjusted EBITDA increased primarily due to the increases in management, franchise, and other fees revenues.
Apple Leisure Group segment revenues.
Three Months Ended June 30,
20222021Better / (Worse)
Segment revenues
Owned and leased hotels$$— $NM
Management, franchise, and other fees36 — 36 NM
Distribution and destination management256 — 256 NM
Other revenues33 — 33 NM
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties26 — 26 NM
Total segment revenues$355 $— $355 NM
Six Months Ended June 30,
20222021Better / (Worse)
Segment revenues
Owned and leased hotels$$— $NM
Management, franchise, and other fees66 — 66 NM
Distribution and destination management502 — 502 NM
Other revenues67 — 67 NM
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties55 — 55 NM
Total segment revenues$694 $— $694 NM
For the three and six months ended June 30, 2022, management, franchise, and other fees revenues reflect Net Package RevPAR of $205 and $209, respectively, for ALG resorts in the Americas, including resorts in Mexico, the Caribbean, Central America, and South America. For the three and six months ended June 30, 2022, management, franchise, and other fees revenues reflect Net Package RevPAR of $80 and $78, respectively, for ALG resorts in Europe.
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Apple Leisure Group segment Adjusted EBITDA.
Three Months Ended June 30,
20222021Change
Segment Adjusted EBITDA$54 $— $54 NM
Net Deferral activity
Increase in deferred revenue$52 $— $52 NM
Increase in deferred costs(27)— (27)NM
Net Deferrals$25 $— $25 NM
Increase in Net Financed Contracts$15 $— $15 NM
Six Months Ended June 30,
20222021Change
Segment Adjusted EBITDA$110 $— $110 NM
Net Deferral activity
Increase in deferred revenue$101 $— $101 NM
Increase in deferred costs(52)— (52)NM
Net Deferrals$49 $— $49 NM
Increase in Net Financed Contracts$22 $— $22 NM
During the three and six months ended June 30, 2022, ALG benefited from the sale of new Unlimited Vacation Club membership contracts, which increased Net Deferrals and Net Financed Contracts. Net Deferrals will increase revenues and expenses recognized over the estimated membership period, and Net Financed Contracts represents an estimate of future cash flows to the Company.
Corporate and other.
 Three Months Ended June 30,
20222021Better / (Worse)
Revenues$13 $11 $21.5 %
Adjusted EBITDA$(34)$(21)$(13)(62.2)%
Six Months Ended June 30,
20222021Better / (Worse)
Revenues$27 $19 $40.9 %
Adjusted EBITDA$(72)$(45)$(27)(57.9)%
Revenues increased during the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, driven by increased revenues related to our co-branded credit card program.
Adjusted EBITDA decreased during the three and six months ended June 30, 2022, compared to the three and six months ended June 30, 2021, primarily driven by increases in certain selling, general, administrative expenses, including $4 million and $11 million, respectively, of ALG integration-related costs, as well as increases in payroll and related costs due to increased headcount.
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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 (loss) attributable to Hyatt Hotels Corporation plus our pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA based on our ownership percentage of each owned and leased venture, adjusted to exclude the following items:
interest expense;
benefit (provision) for income taxes;
depreciation and amortization;
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 that we intend to recover over the long term;
equity earnings (losses) from unconsolidated hospitality ventures;
stock-based compensation expense;
gains (losses) on sales of real estate and other;
asset impairments; and    
other income (loss), net.
We calculate consolidated Adjusted EBITDA by adding the Adjusted EBITDA of each of our reportable segments and eliminations to corporate and other Adjusted EBITDA.
Our board of directors and executive management team focus on Adjusted EBITDA as one of the key performance and compensation measures both on a segment and on a consolidated basis. Adjusted EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it removes from our operating results the impact of items that do not reflect our core operations both on a segment and on a consolidated basis. Our President and Chief Executive Officer, who is our CODM, also evaluates the performance of each of our reportable segments and determines how to allocate resources to those segments, in part, by assessing the Adjusted EBITDA of each segment. In addition, the compensation committee of our board of directors determines the annual variable compensation for certain members of our management based in part on consolidated Adjusted EBITDA, segment Adjusted EBITDA, or some combination of both.
We believe Adjusted EBITDA is useful to investors because it provides investors with the same information that we use internally for purposes of assessing our operating performance and making compensation decisions and facilitates our comparison of results with results from other companies within our industry.
Adjusted EBITDA excludes certain items that can vary widely across different industries and among companies within the same industry including interest expense and benefit (provision) for income taxes, which are dependent on company specifics including capital structure, credit ratings, tax policies, and jurisdictions in which they operate; depreciation and amortization which are dependent on company policies including how the assets are utilized as well as the lives assigned to the assets; Contra revenue which is dependent on company policies and strategic decisions regarding payments to hotel owners; and stock-based compensation expense which varies among companies as a result of different compensation plans companies have adopted. We exclude revenues for 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. Adjusted EBITDA includes costs incurred on behalf of our managed and
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franchised properties related to system-wide services and programs that we do not intend to recover from hotel owners. Finally, we exclude other items that are not core to our operations, such as asset impairments and unrealized and realized gains and losses on marketable securities.
Adjusted EBITDA and EBITDA are not substitutes for net income (loss) attributable to Hyatt Hotels Corporation, net income (loss), or any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as Adjusted EBITDA 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 (loss) generated by our business. Our management compensates for these limitations by referencing our GAAP results and using Adjusted EBITDA supplementally. See our condensed consolidated statements of income (loss) in our condensed consolidated financial statements included elsewhere in this quarterly report.
See below for a reconciliation of net income (loss) attributable to Hyatt Hotels Corporation to 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.
Comparable hotels
"Comparable system-wide hotels" represents all properties we manage or franchise, including owned and leased properties, that are operated for the entirety of the periods being compared and that have not sustained substantial damage, business interruption, or undergone large scale renovations during the periods being compared or for which comparable results are not available. Hotels that suspended operations due to the COVID-19 pandemic and have not yet re-opened are no longer included in our definition of comparable system-wide hotels. We may use variations of comparable system-wide hotels to specifically refer to comparable system-wide Americas full service hotels, including our wellness resorts, our select service hotels, or our all-inclusive resorts, for those properties that we manage or franchise within the Americas management and franchising segment, comparable system-wide ASPAC full service or select service hotels for those properties we manage or franchise within the ASPAC management and franchising segment, or comparable system-wide EAME/SW Asia full service or select service hotels for those properties that we manage or franchise within the EAME/SW Asia management and franchising segment. "Comparable owned and leased hotels" represents all properties we own or lease that are operated and consolidated for the entirety of the periods being compared and have not sustained substantial damage, business interruption, or undergone large scale renovations during the periods being compared or for which comparable results are not available. Comparable system-wide hotels and comparable owned and leased hotels are commonly used as a basis of measurement in our industry. "Non-comparable system-wide hotels" or "non-comparable owned and leased hotels" represent all hotels that do not meet the respective definition of "comparable" as defined above.
Constant dollar currency
We report the results of our operations both on an as-reported basis, as well as on a constant dollar basis. Constant dollar currency, which is a non-GAAP measure, excludes the effects of movements in foreign currency 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.
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Net Financed Contracts
Net Financed Contracts represent Unlimited Vacation Club contracts signed during the period for which an initial cash down payment has been received and the remaining balance is contractually due in monthly installments over an average term of less than 4 years. The Net Financed Contract balance is calculated as the unpaid portion of membership contracts reduced by expenses related to fulfilling the membership program contracts and further reduced by an allowance for future estimated uncollectible installments. Net Financed Contract balances are not reported on our condensed consolidated balance sheets as our right to collect future installments is conditional on our ability to provide continuous access to member benefits at ALG resorts over the contract term, and the associated expenses to fulfill the membership contracts become liabilities of the Company only after the installments are collected. We believe Net Financed Contracts is useful to investors as it represents an estimate of future cash flows due in accordance with contracts signed in the current period. At June 30, 2022, the Net Financed Contract balance not recorded on our condensed consolidated balance sheet was $155 million.
Net Deferrals
Net Deferrals represent the change in contract liabilities associated with the Unlimited Vacation Club membership contracts less the change in deferred cost assets associated with the contracts. The contract liabilities and deferred cost assets are recognized as revenue and expense, respectively, on our condensed consolidated statements of income (loss) over the customer life, which ranges from 3 to 25 years.
The table below provides a reconciliation of our net income (loss) attributable to Hyatt Hotels Corporation to EBITDA and a reconciliation of EBITDA to consolidated Adjusted EBITDA:
Three Months Ended June 30,
20222021Change
Net income (loss) attributable to Hyatt Hotels Corporation$206 $(9)$215 NM
Interest expense38 42 (4)(7.7)%
Provision for income taxes106 15 91 578.5 %
Depreciation and amortization105 74 31 40.7 %
EBITDA455 122 333 270.8 %
Contra revenue— 8.0 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties(640)(366)(274)(75.1)%
Costs incurred on behalf of managed and franchised properties628 375 253 67.6 %
Equity (earnings) losses from unconsolidated hospitality ventures(1)34 (35)(104.1)%
Stock-based compensation expense12 71.6 %
Gains on sales of real estate(251)(105)(146)(138.2)%
Asset impairments177.5 %
Other (income) loss, net19 (25)44 175.3 %
Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA17 16 NM
Adjusted EBITDA$255 $55 $200 365.4 %
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Six Months Ended June 30,
20222021Change
Net income (loss) attributable to Hyatt Hotels Corporation$133 $(313)$446 142.6 %
Interest expense78 83 (5)(5.7)%
Provision for income taxes108 201 (93)(46.4)%
Depreciation and amortization224 148 76 51.3 %
EBITDA543 119 424 356.2 %
Contra revenue18 17 7.6 %
Revenues for the reimbursement of costs incurred on behalf of managed and franchised properties(1,180)(626)(554)(88.7)%
Costs incurred on behalf of managed and franchised properties1,184 652 532 81.7 %
Equity (earnings) losses from unconsolidated hospitality ventures(20)28 141.2 %
Stock-based compensation expense40 36 12.3 %
Gains on sales of real estate(251)(105)(146)(138.2)%
Asset impairments10 317.1 %
Other (income) loss, net29 (37)66 176.7 %
Pro rata share of unconsolidated owned and leased hospitality ventures' Adjusted EBITDA23 (3)26 NM
Adjusted EBITDA$424 $35 $389 NM
Liquidity and Capital Resources
Overview
We finance our business primarily with existing cash, short-term investments, and cash generated from our operations. As part of our long-term business strategy, we use net proceeds from dispositions to pay down debt; support new investment opportunities, including acquisitions; and return capital to our shareholders when appropriate. If we deem it necessary, we borrow cash under our revolving credit facility or from other third-party sources and raise funds by issuing debt or equity securities. We maintain a cash investment policy that emphasizes the preservation of capital.
We expect to successfully execute our commitment announced in August of 2021 to realize $2.0 billion of proceeds from the disposition of owned assets, net of acquisitions, by the end of 2024. At August 9, 2022, we have realized $681 million of proceeds from the net disposition of owned assets as part of this commitment.
We may, from time to time, seek to retire or purchase our outstanding equity and/or debt securities through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions, or otherwise, including pursuant to a Rule 10b5-1 plan or an accelerated share repurchase transaction. Such repurchases or exchanges, if any, will depend on prevailing market conditions, restrictions in our existing or future financing arrangements, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material. During the quarter ended June 30, 2022, we returned $101 million of capital to our shareholders through share repurchases and repurchased $15 million of our Senior Notes. Additionally, we reduced our outstanding debt through the legal defeasance of $166 million of the Series 2005 Bonds. During the three and six months ended June 30, 2022, there were no dividend payments.
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 in both the short term and long term.
Recent Transactions Affecting our Liquidity and Capital Resources
During the six months ended June 30, 2022 and June 30, 2021, various transactions impacted our liquidity. See "—Sources and Uses of Cash."
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Sources and Uses of Cash
Six Months Ended June 30,
20222021
Cash provided by (used in):
Operating activities$383 $(58)
Investing activities201 47 
Financing activities(142)(16)
Effect of exchange rate changes on cash11 (7)
Net increase (decrease) in cash, cash equivalents, and restricted cash$453 $(34)
Cash Flows from Operating Activities
Cash provided by (used in) operating activities increased $441 million for the six months ended June 30, 2022 compared to the six months ended June 30, 2021. The increase was primarily due to improved performance driven by continued recovery from the COVID-19 pandemic and the acquisition of ALG. Cash provided by operating activities in 2022 also includes increased working capital driven by ALG's cash deposits received related to significant booking demand within ALG Vacations.
Cash Flows from Investing Activities
During the six months ended June 30, 2022:
We received $227 million of proceeds, net of closing costs and proration adjustments, from the sale of The Confidante Miami Beach.
We received $136 million of proceeds, net of closing costs and proration adjustments, from the sale of Hyatt Regency Indian Wells Resort & Spa.
We received $119 million of proceeds, net of closing costs and proration adjustments, from the sale of The Driskill.
We received $109 million of cash consideration, net of closing costs, from the sale of Grand Hyatt San Antonio River Walk.
We invested $275 million in net purchases of marketable securities and short-term investments.
We invested $104 million in capital expenditures (see "—Capital Expenditures").
We paid $39 million related to the ALG Acquisition for amounts due back to the seller for purchase price adjustments.
During the six months ended June 30, 2021:
We received $268 million of proceeds, net of closing costs and proration adjustments, from the sale of Hyatt Regency Lost Pines Resort and Spa.
We received $60 million in net proceeds of marketable securities and short-term investments.
We received $25 million of proceeds from the sales activity related to certain equity method investments and the redemption of a HTM debt security.
We acquired Alila Ventana Big Sur for $146 million of cash, net of closing costs and proration adjustments.
We purchased our partner's interest in the entities that own Grand Hyatt São Paulo for $6 million of cash, and we repaid the $78 million third-party mortgage loan on the property.
We invested $37 million in capital expenditures (see "—Capital Expenditures").
We invested $24 million in unconsolidated hospitality ventures.
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Cash Flows from Financing Activities
During the six months ended June 30, 2022:
We repurchased 1,210,402 shares of Class A common stock for an aggregate purchase price of $101 million.
We repurchased $15 million of our Senior Notes.
We utilized $8 million of restricted cash to defease the Series 2005 Bonds.
During the six months ended June 30, 2021:
We did not have any significant financing activities.
We define net debt as total debt less the total of cash and cash equivalents and short-term investments. We consider net debt and its components to be an important indicator of liquidity and a guiding measure of capital structure strategy. Net debt is a non-GAAP measure and may not be computed the same as similarly titled measures used by other companies. The following table provides a summary of our debt to capital ratios:
June 30, 2022December 31, 2021
Consolidated debt (1)$3,804 $3,978 
Stockholders' equity3,609 3,563 
Total capital7,413 7,541 
Total debt to total capital51.3 %52.8 %
Consolidated debt (1)3,804 3,978 
Less: cash and cash equivalents and short-term investments(1,955)(1,187)
Net consolidated debt$1,849 $2,791 
Net debt to total capital24.9 %37.0 %
(1) Excludes approximately $589 million and $581 million of our share of unconsolidated hospitality venture indebtedness at June 30, 2022 and December 31, 2021, 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 other. We have been, and will continue to be, disciplined with respect to our capital spending, taking into account our cash flow from operations.
Six Months Ended June 30,
20222021
Enhancements to existing properties$59 $23 
Maintenance and technology40 14 
Other— 
Total capital expenditures$104 $37 
The increase in enhancements to existing properties is primarily driven by increased renovation spend at an owned hotel in 2022. Total capital expenditures for the six months ended June 30, 2022 include $13 million related to ALG. Excluding ALG, our capital expenditures continue to be below pre-COVID-19 pandemic levels.
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Senior Notes
The table below sets forth the outstanding principal balance of our Senior Notes at June 30, 2022, as described in Part I, Item 1 "Financial Statements—Note 9 to the Condensed Consolidated Financial Statements." Interest on the Senior Notes is payable semi-annually or quarterly.
Outstanding principal amount
$300 million senior unsecured notes maturing in 2023—floating rate notes$300 
$350 million senior unsecured notes maturing in 2023—3.375%350 
$700 million senior unsecured notes maturing in 2023—1.300%700 
$750 million senior unsecured notes maturing in 2024—1.800%746 
$450 million senior unsecured notes maturing in 2025—5.375%450 
$400 million senior unsecured notes maturing in 2026—4.850%400 
$400 million senior unsecured notes maturing in 2028—4.375%399 
$450 million senior unsecured notes maturing in 2030—5.750%440 
Total Senior Notes$3,785 
We are in compliance with all applicable covenants under the indenture governing our Senior Notes at June 30, 2022.
Revolving Credit Facility
On May 18, 2022, we entered into a new credit agreement that refinanced and replaced in its entirety our prior revolving credit facility. The revolving credit facility is intended to provide financing for working capital and general corporate purposes, including commercial paper backup and permitted investments and acquisitions. At both June 30, 2022 and December 31, 2021, we had no balance outstanding. See Part I, Item 1 "Financial Statements—Note 9 to the Condensed Consolidated Financial Statements."
We are in compliance with all applicable covenants under the revolving credit facility at June 30, 2022.
Letters of Credit
We issue letters of credit either under the revolving credit facility or directly with financial institutions. We had $270 million and $276 million in letters of credit issued directly with financial institutions outstanding at June 30, 2022 and December 31, 2021, respectively. At June 30, 2022, these letters of credit had weighted-average fees of approximately 154 basis points and typically have maturity dates of up to one year.
Critical Accounting Policies and Estimates
Preparing financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have disclosed those estimates that we believe are critical and require complex judgment in their application in our 2021 Form 10-K. Since the date of our 2021 Form 10-K, there have been no material changes to our critical accounting policies or the methodologies or assumptions we apply under them.
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Item 3.    Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk, primarily from changes in interest rates and foreign currency exchange rates. In certain situations, we seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged. We enter into derivative financial arrangements to the extent they meet the objectives described above, and we do not use derivatives for trading or speculative purposes. At June 30, 2022, 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 both June 30, 2022 and December 31, 2021, we did not hold any interest rate swap contracts or have outstanding interest rate locks.
The following table sets forth the contractual maturities and the total fair values at June 30, 2022 for our financial instruments materially affected by interest rate risk:
Maturities by Period
20222023202420252026ThereafterTotal carrying amount (1)Total fair value (1)
Fixed-rate debt$— $1,051 $746 $450 $400 $839 $3,486 $3,408 
Average interest rate (2)3.46 %
Floating-rate debt (3)$$304 $$$$14 $331 $340 
Average interest rate (2)2.32 %
(1) Excludes $7 million of finance lease obligations and $20 million of unamortized discounts and deferred financing fees.
(2) Average interest rate at June 30, 2022.
(3) Includes Grand Hyatt Rio de Janeiro construction loan, which had an 8.01% interest rate at June 30, 2022.
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 amount of the outstanding forward contracts, the majority of which relate to intercompany transactions, with terms of less than one year, were $170 million and $184 million at June 30, 2022 and December 31, 2021, 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 our annual net income (loss). Our exposure to market risk has not materially changed from what we previously disclosed in our 2021 Form 10-K.
For the three and six months ended June 30, 2022, the effects of these derivative instruments resulted in $12 million and $17 million of net gains, respectively, recognized in other income (loss), net on our condensed consolidated statements of income (loss). For the three and six months ended June 30, 2021, the effects of these derivative instruments resulted in insignificant gains (losses) recognized in other income (loss), net on our condensed consolidated statements of income (loss). 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 our net income (loss). At both June 30, 2022 and December 31, 2021, we had insignificant assets recorded in prepaids and other assets on our condensed consolidated balance sheets related to derivative instruments.
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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 Apple Leisure Group 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.
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PART II. OTHER INFORMATION
Item 1.    Legal Proceedings.
We are involved in various claims and lawsuits arising in the normal course of business, including proceedings involving tort and other general liability claims, workers' compensation and other employee claims, intellectual property claims, and claims related to our management of certain hotel properties. Most occurrences involving liability, claims of negligence, and employees are covered by insurance, in each case, with solvent insurance carriers. We record a liability when we believe the loss is probable and reasonably estimable. We currently believe that the ultimate outcome of such lawsuits and proceedings will not, individually or in the aggregate, have a material effect on our consolidated financial position, results of operations, or liquidity.
See Part I, Item 1, "Financial Statements—Note 11 and Note 12 to our Consolidated Financial Statements" for more information related to tax and legal contingencies.
Item 1A. Risk Factors.
At June 30, 2022, 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, 2021 and Item 1A to Part II of our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022.
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
The following table sets forth information regarding our purchases of shares of Class A common stock during the quarter ended June 30, 2022:
Total number
of shares
purchased (1)
Weighted-average
price paid
per share
Total number of
shares purchased
as part of publicly
announced plans
Maximum number (or approximate dollar value) of shares that may yet be purchased under the program
April 1 to April 30, 2022— $— — $927,760,966 
May 1 to May 31, 2022990,402 82.17 990,402 $846,380,843 
June 1 to June 30, 2022220,000 88.63 220,000 $826,882,975 
Total1,210,402 $83.34 1,210,402 
(1)On each of October 30, 2018 and December 18, 2019, we announced the approvals of the expansions of our share repurchase program. Under each approval, 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 obligate the Company to repurchase any dollar amount or number of shares and the program may be suspended or discontinued at any time and does not have an expiration date. Following the suspension of our share repurchase program in March 2020, we resumed share repurchases in May 2022. At June 30, 2022, we had approximately $827 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.
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Item 6.    Exhibits.
Exhibit Number
Exhibit Description
3.1
3.2
10.1
Credit Agreement, dated as of May 18, 2022, by and among Hyatt Hotels Corporation, as borrower, certain subsidiaries of the borrower from time to time party thereto, the lenders party thereto, Bank of America, National Association, as administrative agent, Wells Fargo Bank, National Association, as syndication agent, BofA Securities, Inc., Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A. and The Bank of Nova Scotia, as joint bookrunners and co-lead arrangers, JPMorgan Chase Bank, N.A., The Bank of Nova Scotia, Deutsche Bank AG New York Branch, Goldman Sachs Lending Partners LLC, PNC Bank, National Association, Truist Bank and U.S. Bank National Association, as co-documentation agents, and Credit Agricole Corporate and Investment Bank, Fifth Third Bank, National Association and Sumitomo Mitsui Banking Corporation, as co-senior managing agents (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-34521) filed with the Securities and Exchange Commission on May 24, 2022)
+10.2
+10.3
31.1
31.2
32.1
32.2
101.INSXBRL 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.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
       + Management contract or compensatory plan arrangement.
60

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 Hyatt Hotels Corporation
Date:August 9, 2022By:/s/ Mark S. Hoplamazian
Mark S. Hoplamazian
President and Chief Executive Officer
(Principal Executive Officer)
 Hyatt Hotels Corporation
Date:August 9, 2022By:/s/ Joan Bottarini
Joan Bottarini
Executive Vice President, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
61

Document

Exhibit 3.1

AMENDED & RESTATED

CERTIFICATE OF INCORPORATION

OF

HYATT HOTELS CORPORATION

_____________________________________________

(Under Sections 242 and 245 of the
Delaware General Corporation Law)
It is hereby certified that:

1. The name of the corporation (hereinafter called the "Corporation") is HYATT HOTELS CORPORATION.
2. The Certificate of Incorporation of the Corporation was originally filed under the name “Global Hyatt, Inc.” with the Secretary of State of the State of Delaware on August 4, 2004.
3. This Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of its stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware.
4. The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

ARTICLE I

NAME

     The name of this corporation (the “Corporation”) is: Hyatt Hotels Corporation.



ARTICLE II

ADDRESS OF REGISTERED OFFICE;
NAME OF REGISTERED AGENT

The address of the Corporation's registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of the Corporation's registered agent at such address is Corporation Service Company.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as amended (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

Section 1. Authorized Shares. The total number of shares of stock which the Corporation is authorized to issue is 1,510,000,000 shares, of which 1,000,000,000 shares shall be shares of Class A Common Stock, par value $0.01 per share (the ”Class A Common Stock”), 500,000,000 shares shall be shares of Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”), and 10,000,000 shares shall be shares of Preferred Stock, par value $0.01 per share (“Preferred Stock”).

Upon this Amended and Restated Certificate of Incorporation becoming effective pursuant to the DGCL (the "Effective Time"), each share of the Corporation's Common Stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) (a) that is then held of record by any holder specified in the resolutions duly adopted by the Board of Directors on October 9, 2009 (the "Specified Holders") will automatically be reclassified into one share of Class A Common Stock and (b) that is then held of record by any holder other than a Specified Holder will automatically be reclassified into one share of Class B Common Stock. Each certificate that theretofore represented shares of Old Common Stock shall thereafter represent such number of shares of Class A Common Stock or Class B Common Stock, as applicable, into which the shares of Old Common Stock represented by such certificate have been reclassified.
    Section 2. Common Stock. The Class A Common Stock and the Class B Common Stock shall have the following powers, designations, preferences and rights and qualifications, limitations and restrictions:
        (a)    Voting Rights.
            (i)    Except as otherwise provided herein or by applicable law, the holders of Class A Common Stock and Class B Common Stock shall at all times vote together as a single class on all matters (including election of directors) submitted to a vote of the stockholders of the Corporation.



            (ii)    Each holder of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held of record by such holder as of the applicable record date on any matter that is submitted to a vote of the stockholders of the Corporation.
            (iii)    Each holder of Class B Common Stock shall be entitled to ten votes for each share of Class B Common Stock held of record by such holder as of the applicable record date on any matter that is submitted to a vote of the stockholders of the Corporation.
        Notwithstanding the foregoing, except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate filed with the Secretary of State establishing the terms of a series of Preferred Stock in accordance with Section 3 of this Article IV) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series of Preferred Stock are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to applicable law or this Amended and Restated Certificate of Incorporation (including any certificate filed with the Secretary of State establishing the terms of a series of Preferred Stock in accordance with Section 3 of this Article IV).
        (b)    Dividends and Distributions. Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock outstanding at any time, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to share equally, on a per share basis, in such dividends and other distributions of cash, property or shares of stock of the Corporation as may be declared by the Board of Directors from time to time with respect to the Common Stock out of assets or funds of the Corporation legally available therefor; provided, however, that in the event that such dividend is paid in the form of Common Stock or rights to acquire Common Stock, the holders of Class A Common Stock shall receive shares of Class A Common Stock or rights to acquire shares of Class A Common Stock, as the case may be, and the holders of shares of Class B Common Stock shall receive shares of Class B Common Stock or rights to acquire shares of Class B Common Stock, as the case may be.
        (c)    Liquidation, etc. Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock outstanding at any time, in the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to share equally, on a per share basis, in all assets of the Corporation of whatever kind available for distribution to the holders of Common Stock.
        (d)    Subdivision or Combination. If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock will be subdivided or combined in the same manner.
        (e)    Equal Status. Except as expressly provided in this Article IV, shares of Class A Common Stock and Class B Common Stock shall have the same rights and privileges and rank equally, share ratably and be identical in all respect as to all matters. In any merger, consolidation, reorganization or other business combination, the consideration received per share by the holders of the Class A Common Stock and the holders of the Class B Common Stock in such merger, consolidation, reorganization or other business combination shall be identical; provided, however, that if such consideration consists, in whole or in part, of shares of capital stock of, or other equity interests in, the Corporation or any other corporation, partnership, limited liability company or other entity, then the powers, designations, preferences and relative, common, participating, optional or other special rights and qualifications, limitations and restrictions of such shares of capital stock or other equity interests may differ to the extent that the powers, designations, preferences and relative, common, participating, optional or other special rights and qualifications, limitations and restrictions of the Class A Common Stock and Class B Common Stock differ as provided herein (including, without limitation, with respect to the voting rights and conversion provisions hereof); and provided further, that, if the holders of the Class A Common Stock or the holders of the Class B Common Stock are granted the right to elect to receive one of two or more alternative forms of consideration, the foregoing provision shall be deemed satisfied if holders of the other class are granted identical election rights. Any consideration to be paid to or received by holders of Class A Common Stock or holders of Class B Common Stock pursuant to any employment, consulting, severance, non-competition or other similar arrangement approved by the Board of Directors, or any duly authorized committee thereof, shall not be considered to be "consideration received per share" for purposes of the foregoing provision, regardless of whether such consideration is paid in connection with, or conditioned upon the completion of, such merger, consolidation, reorganization or other business combination.



        (f)    Conversion.
            (i)    As used in this Section 2(f), the following terms shall have the following meanings:
                (1)    "2007 Investors" shall mean Madrone Capital, LLC, The Goldman Sachs Group, Inc. and Mori Building Capital Investment LLC, and their respective "Affiliates" (as defined in the 2007 Stockholders' Agreement).
                (2)    "2007 Stockholders' Agreement" shall mean that certain Global Hyatt Corporation 2007 Stockholders' Agreement, dated as of August 28, 2007, by and among the Corporation and the 2007 Investors signatory thereto, as amended from time to time.
                (3)    "Agreement Relating to Stock" shall mean that certain Agreement Relating to Stock, dated as of August 28, 2007, between and among each of Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually but in their capacity as trustees, and the other parties signatory thereto, as amended from time to time.
                (4)    "Foreign Global Hyatt Agreement" shall mean that certain Amended and Restated Foreign Global Hyatt Agreement, dated as of October 1, 2009, between and among the parties signatory thereto, as amended from time to time.
                (5)    "Global Hyatt Agreement" shall mean that certain Amended and Restated Global Hyatt Agreement, dated as of October 1, 2009, between and among each of Thomas J. Pritzker, Marshall E. Eisenberg and Karl J. Breyer, not individually but in their capacity as trustees, and the other parties signatory thereto, as amended from time to time.
                (6)    “Permitted Transfer” shall mean:
                    (a)    the Transfer of any share or shares of Class B Common Stock to one or more Permitted Transferees of the Registered Holder of such share or shares of Class B Common Stock, or to one or more other Registered Holders and/or Permitted Transferees of such other Registered Holders, or the subsequent Transfer of any share or shares of Class B Common Stock by any such transferee to the Registered Holder and/or one or more other Permitted Transferees of the Registered Holder; provided, however, that for so long as the 2007 Stockholders' Agreement, the Global Hyatt Agreement, the Foreign Global Hyatt Agreement or the Agreement Relating to Stock, as applicable, remains in effect, any such Transfer of any share or shares of Class B Common Stock held by (i) any Person that is party to, or any other Person directly or indirectly controlled by any one or more Persons that are party to, or otherwise bound by (including Persons who execute a joinder to, and thereby become subject to the provisions of) the 2007 Stockholders' Agreement, the Global Hyatt Agreement, the Foreign Global Hyatt Agreement or the Agreement Relating to Stock, as applicable, or (ii) with respect to the Foreign Global Hyatt Agreement, any Person directly or indirectly controlled by any one or more non-United States situs trusts which are for the benefit of one or more Pritzkers (even though such Person is not party to the Foreign Global Hyatt Agreement), shall not be a "Permitted Transfer" within the meaning of this Section 2(f)(i)(6)(a) unless, in connection with such Transfer, the transferee (and, in the case of a transferee that is a trust, the requisite number of trustees necessary to bind the trust) (to the extent not already party thereto) executes a joinder to, and thereby becomes subject to the provisions of, as applicable, the 2007 Stockholders' Agreement, the Global Hyatt Agreement, the Foreign Global Hyatt Agreement or the Agreement Relating to Stock;
                    (b)    the grant of a revocable proxy to an officer or officers or a director or directors of the Corporation at the request of the Board of Directors in connection with actions to be taken at an annual or special meeting of stockholders;
                    (c)    the pledge of a share or shares of Class B Common Stock that creates a security interest in such pledged share or shares pursuant to a bona fide loan or indebtedness transaction, in each case with a third party lender that makes such loan in the ordinary course of its business, so long as the Registered Holder of such pledged share or shares or one or more Permitted Transferees of the Registered Holder continue to exercise exclusive Voting Control over such pledged share or shares; provided, however, that a foreclosure on such pledged share or shares or other action that would result in a Transfer of such pledged share or shares to the pledgee shall not be a "Permitted Transfer" within the meaning of this Section 2(f)(i)(6)(c);



                    (d)    the Transfer of any share or shares of Class B Common Stock held by any Registered Holder that is a 2007 Investor, to any Affiliate of such Registered Holder to the extent that a Transfer to such Affiliate is permitted by, and completed solely in accordance with the terms and conditions of, the 2007 Stockholders' Agreement; provided, however, that such Transfer by a 2007 Investor shall not be a "Permitted Transfer" within the meaning of this Section 2(f)(i)(6)(d) unless, in connection with such Transfer, the transferee (to the extent not already party thereto) executes a joinder to, and thereby becomes subject to the provisions of, the 2007 Stockholders' Agreement;
                    (e)    the existence or creation of a power of appointment or authority that may be exercised with respect to a share or shares of Class B Common Stock held by a trust; provided, however, that the Transfer of such share or shares of Class B Common Stock upon the exercise of such power of appointment or authority shall not be a "Permitted Transfer" within the meaning of this Section 2(f)(i)(6)(e); and
                    (f)    any Transfer approved in advance by the Board of Directors, or a majority of the independent directors serving thereon, upon a determination that such Transfer is consistent with the purposes of the foregoing provisions of this definition of "Permitted Transfer", so long as such Transfer otherwise complies with the provisions of Sections 2(f)(i)(6)(a) or 2(f)(i)(6)(d) of this Article IV, as applicable, requiring transferees (to the extent not already party thereto) to execute joinders to, and thereby become subject to the provisions of, the 2007 Stockholders' Agreement, the Global Hyatt Agreement, the Foreign Global Hyatt Agreement or the Agreement Relating to Stock, as applicable.
        For the avoidance of doubt, the direct Transfer of any share or shares of Class B Common Stock by a Registered Holder to any other Person shall qualify as a "Permitted Transfer" within the meaning of this Section 2(f)(i)(6), if such Transfer could have been completed indirectly through one or more transactions involving more than one Transfer, so long as each Transfer in such transaction or transactions would otherwise have qualified as a "Permitted Transfer" within the meaning of this Section 2(f)(i)(6). For the further avoidance of doubt, a Transfer may qualify as a “Permitted Transfer” within the meaning of this Section 2(f)(i)(6) under any one or more than one of the clauses of this Section 2(f)(i)(6) as may be applicable to such Transfer, without regard to any proviso in, or requirement of, any other clause(s) of this Section 2(f)(i)(6).
                (7)    “Permitted Transferee” shall mean:
                    (a)    with respect to any Pritzker:
                        (i) one or more other Pritzkers; and
                        (ii) the Pritzker Foundation, and/or any of the eleven private charitable foundations to which the Pritzker Foundation transferred a portion of its assets in September 2002, so long as a majority of the board of directors or similar governing body of such private charitable foundation is comprised of Pritzkers;
                    (b)    with respect to any natural person:
                        (i) his or her lineal descendants who are Pritzkers (such persons are referred to as a person's "Related Persons");
                        (ii) a trust or trusts for the sole current benefit of such natural person and/or one or more of such natural person's Related Persons; provided, however, that a trust shall qualify as a "Permitted Transferee" notwithstanding that a remainder interest in such trust is for the benefit of any Person other than such natural person and/or one or more of such natural person's Related Persons, until such time as such trust is for the current benefit of such Person;
                        (iii) one or more corporations, partnerships, limited liability companies or other entities so long as all of the equity interests in such entities are owned, directly or indirectly, by such natural person and/or one or more of such natural person's Related Persons, and such natural person and/or one or more of such natural person's Related Persons have sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such corporation, partnership, limited liability company or other entity; and
                        (iv) the guardian or conservator of any such natural person who has been adjudged disabled, incapacitated, incompetent or otherwise unable to manage his or her own affairs



by a court of competent jurisdiction, in such guardian's or conservator's capacity as such, and/or the executor, administrator or personal representative of the estate of any such Registered Holder who is deceased, in such executor's, administrator's or personal representative's capacity as such;
                    (c)    with respect to any trust:
                        (i) one or more current beneficiaries of such trust who are Pritzkers, any Permitted Transferee of any such current beneficiary and/or any appointee of a power of appointment exercised with respect to such trust, if such appointee is a Pritzker; provided, however, that any Person holding a remainder interest in such trust shall not be a “Permitted Transferee” of such trust unless such Person is a Pritzker or a Permitted Transferee of any current beneficiary who is a Pritzker;
                        (ii) any other trust so long as the current beneficiaries of such other trust are Pritzkers, and/or any other trust for the benefit of an appointee of a power of appointment exercised with respect to such trust, if such appointee is a Pritzker; provided, however, that such other trust shall qualify as a "Permitted Transferee" notwithstanding that a remainder interest in such other trust is for the benefit of any Person other than a Pritzker until such time as such other trust is for the current benefit of such Person;
                        (iii) any current trustee or trustees of such trust in the capacity as trustee of such trust, and any successor trustee or trustees in the capacity as trustee of such trust; and
                        (iv) one or more corporations, partnerships, limited liability companies or other entities so long as all of the equity interests in such entities are owned, directly or indirectly, by such trust and/or one or more Permitted Transferees of such trust, and such trust and/or one or more Permitted Transferees of such trust have sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such corporation, partnership, limited liability company or other entity;
                    (d)    with respect to any corporation, partnership, limited liability company or other entity (a “Corporate Person”), other than the 2007 Investors:
                        (i) the shareholders, partners, members or other equity holders of such Corporate Person, as applicable, who are Pritzkers, in accordance with their respective rights and interests therein, and/or any Permitted Transferee of any such shareholders, partners, members or other equity holders;
                        (ii) any other corporation, partnership, limited liability company or other entity so long as all of the equity interests in such other corporation, partnership, limited liability company or other entity are owned, directly or indirectly, by such Corporate Person and/or one or more Permitted Transferees of such Corporate Person, and such Corporate Person and/or one or more Permitted Transferees of such Corporate Person has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such other corporation, partnership, limited liability company or other entity; and
                        (iii) any other corporation, partnership, limited liability company or other entity so long as such other corporation, partnership, limited liability company or other entity owns, directly or indirectly, all of the equity interests of such Corporate Person, and such other corporation, partnership, limited liability company or other entity has sole dispositive power and exclusive Voting Control with respect to the equity interests of such Corporate Person;
                    (e)    with respect to any bankrupt or insolvent Person, the trustee or receiver of the estate of such bankrupt or insolvent Person, in such trustee's or receiver's capacity as such; and
                    (f)    with respect to any Person that holds Class B Common Stock as the guardian or conservator of any Person who has been adjudged disabled, incapacitated, incompetent or otherwise unable to manage his or her own affairs, or as the executor, administrator or personal representative of the estate of any deceased Person, or as the trustee or receiver of the estate of a bankrupt or insolvent Person, (i) any Permitted Transferee of such disabled, incapacitated, incompetent, deceased, bankrupt or insolvent Person or (ii) in the event that such disabled, incapacitated, incompetent, deceased, bankrupt or insolvent Person is a 2007 Investor, an Affiliate of such 2007 Investor.
    For the avoidance of doubt, the “Permitted Transferees” of any Person within the meaning of this Section 2(f)(i)(7) may be determined under any one or more than one of the clauses of this Section 2(f)(i)(7), if such



clauses are applicable to such Person. For the further avoidance of doubt, references to a "trust" shall mean the trust or the trustee or trustees of such trust acting in such capacity, as the context may require.
    With respect to a share or shares of Class B Common Stock held by a 2007 Investor, following the "Restriction Expiration Date" (as defined in the 2007 Stockholders' Agreement), the "Permitted Transferee" of any 2007 Investor shall be determined for purposes of Sections 2(f)(i)(7)(b) and 2(f)(i)(7)(c) of this Article IV without regard to any references to Pritzkers contained therein.
                (8)    “Person” shall mean any natural person, trust, corporation, partnership, limited liability company or other entity.
                (9)    “Pritzker” shall mean the Pritzker family members, who are the lineal descendants of Nicholas J. Pritzker, deceased, and spouses or surviving spouses of such descendants, any trust that is a Permitted Transferee of any of the foregoing, and any other Person that is a Permitted Transferee of any of the foregoing.
                (10)    “Registered Holder” shall mean (a) the registered holder of any share or shares of Class B Common Stock immediately prior to the consummation of the initial public offering of shares of Class A Common Stock (the “IPO”), (b) the initial registered holder of any share or shares of Class B Common Stock that are originally issued by the Corporation after the consummation of the IPO, and (c) any Person that becomes the registered holder of any share or shares of Class B Common Stock as a result of a Permitted Transfer in accordance with this Section 2(f).
                (11)    “Transfer” of a share or shares of Class B Common Stock shall mean any direct or indirect sale, exchange, assignment, transfer, conveyance, gift, hypothecation or other transfer or disposition (including, without limitation, the granting or exercise of a power of appointment or a proxy, attorney in fact, power of attorney or otherwise) of such share or shares or any legal or beneficial interest in such share or shares, whether or not for value and whether voluntary or involuntary or by operation of law. A “Transfer” shall include, without limitation, a transfer of a share or shares of Class B Common Stock to a broker or other nominee (regardless of whether or not there is a corresponding change in beneficial ownership), and the transfer of, or entering into any agreement, arrangement or understanding with respect to, Voting Control over a share or shares of Class B Common Stock. Any sale, exchange, assignment, transfer, conveyance, gift, hypothecation or other transfer or disposition by any Person that is not a Pritzker (other than a 2007 Investor) of less than 5% of the equity interests of any other Person that holds shares of Class B Common Stock, shall not be deemed to result in a “Transfer” of such shares of Class B Common Stock within the meaning of this Section (2)(f)(i)(11). In addition, the existence of, the joinder of any Person to and agreement to become subject to the provisions of, or the voting of shares of Class B Common Stock in accordance with, the 2007 Stockholders' Agreement, the Global Hyatt Agreement, the Foreign Global Hyatt Agreement or the Agreement Relating to Stock, shall not be deemed to result in a "Transfer" of shares of Class B Common Stock within the meaning of this Section (2)(f)(i)(11).
                (12)    “Voting Control” shall mean, with respect to a share or shares of Class B Common Stock, the power, whether exclusive or shared, revocable or irrevocable, to vote or direct the voting of such share or shares of Class B Common Stock, by proxy, voting agreement or otherwise.
            (ii) Each share of Class B Common Stock shall be convertible into one fully paid and non-assessable share of Class A Common Stock at the option of the holder thereof at any time, and from time to time, upon written notice to the transfer agent of the Corporation.
            (iii) Subject to Section 2(f)(vii) of this Article IV, a share of Class B Common Stock shall automatically, without any further action on the part of the Corporation, any holder of Class B Common Stock or any other party, convert into one fully paid and non-assessable share of Class A Common Stock upon a Transfer of such share, other than a Permitted Transfer; provided, however, that each share of Class B Common Stock transferred to a Permitted Transferee or an Affiliate of a 2007 Investor pursuant to a Permitted Transfer shall automatically convert into one fully paid and non-assessable share of Class A Common Stock if any event occurs, or any state of facts arises or exists, that causes such Person to no longer qualify, as applicable, as a "Permitted Transferee" within the meaning of Section 2(f)(i)(7) of this Article IV or as an "Affiliate" of such 2007 Investor as defined in Section 2(f)(i)(1) of this Article IV.
            (iv)    For so long as the 2007 Stockholders' Agreement, the Global Hyatt Agreement, the Foreign Global Hyatt Agreement or the Agreement Relating to Stock, as applicable, remains in effect, each share of Class B Common Stock held by (a) any trust that is party to, or any other Person directly or



indirectly controlled by any one or more trusts that are party to, or otherwise bound by (including any trust who executes, or whose trustees execute, a joinder to, and thereby become subject to the provisions of) the 2007 Stockholders' Agreement, the Global Hyatt Agreement, the Foreign Global Hyatt Agreement or the Agreement Relating to Stock, as applicable, or (b) with respect to the Foreign Global Hyatt Agreement, any Person directly or indirectly controlled by any one or more non-United States situs trusts which are for the benefit of one or more Pritzkers (even though such Person is not party to the Foreign Global Hyatt Agreement), shall automatically, without any further action on the part of the Corporation, any holder of Class B Common Stock or any other party, convert into one fully paid and non-assessable share of Class A Common Stock upon any change in the trustees of any such trust that is a Pritzker (in the case of clause (a)) or any such non-United States situs trusts that are Pritzkers (in the case of clause (b)) unless, in connection therewith, the requisite number of trustees necessary to bind such trust (to the extent not already party thereto) execute a joinder to, and thereby become subject to the provisions of, as applicable, the 2007 Stockholders' Agreement, the Global Hyatt Agreement, the Foreign Global Hyatt Agreement or the Agreement Relating to Stock.
            (v) Each share of Class B Common Stock shall automatically, without any further action on the part of the Corporation, any holder of Class B Common Stock or any other party, convert into one fully paid and non-assessable share of Class A Common Stock if, as of the record date for determining the stockholders entitled to vote at any annual or special meeting of the stockholders of the Corporation, the aggregate number of shares of Common Stock owned, directly or indirectly, by the Registered Holders is less than fifteen percent of the aggregate number of outstanding shares of Common Stock.
            (vi) The Board of Directors, or any duly authorized committee thereof, may, from time to time, establish such policies and procedures relating to the conversion of a share or shares of Class B Common Stock into a share or shares of Class A Common Stock and the general administration of this dual class common stock structure, including the issuance of stock certificates with respect thereto, as it may deem necessary or advisable, and may request or require that holders of a share or shares of Class B Common Stock furnish affidavits or other proof to the Corporation as it may deem necessary or advisable to verify the ownership of such share or shares of Class B Common Stock and to confirm that an automatic conversion into a share or shares of Class A Common Stock has not occurred. If the Board of Directors, or a duly authorized committee thereof, determines that a share or shares of Class B Common Stock have been inadvertently Transferred in a Transfer that is not a Permitted Transfer, or any other event shall have occurred, or any state of facts arisen or come into existence, that would inadvertently cause the automatic conversion of such shares into Class A Common Stock pursuant to Section 2(f)(iii) of this Article IV, and the Registered Holder shall have cured or shall promptly cure such inadvertent Transfer or the event or state of facts that would inadvertently cause such automatic conversion, then the Board of Directors, or a duly authorized committee thereof, may determine that such share or shares of Class B Common Stock shall not have been automatically converted into Class A Common Stock pursuant to Section 2(f)(iii) of this Article IV.
            (vii) In the event of a conversion of a share or shares of Class B Common Stock into a share or shares of Class A Common Stock pursuant to this Section 2, such conversion shall be deemed to have been made (a) in the event of a voluntary conversion pursuant to Section 2(f)(ii) of this Article IV, at the close of business on the business day on which written notice of such voluntary conversion is received by the transfer agent of the Corporation, (b) in the event of an automatic conversion upon a Transfer or if any other event occurs, or any state of facts arises or exists, that would cause an automatic conversion pursuant to Section 2(f)(iii) of this Article IV, at the time that the Transfer of such share or shares occurred or at the time that such other event occurred, or state of facts arose, as applicable, (c) in the event of an automatic conversion of shares upon the failure of the new trustee or trustees to assume the obligations under, as applicable, the 2007 Stockholders' Agreement, the Global Hyatt Agreement, the Foreign Global Hyatt Agreement or the Agreement Relating to Stock, at the time such new trustee or trustees become such, and (d) in the event of an automatic conversion of all shares of Class B Common Stock pursuant to Section 2(f)(v) of this Article IV, at the close of business on the record date on which the Registered Holders own less than the requisite percentage of outstanding shares of Common Stock. Upon any conversion of a share or shares of Class B Common Stock to a share or shares of Class A Common Stock, subject only to rights to receive any dividends or other distributions payable in respect of such share or shares of Class B Common Stock with a record date prior to the date of such conversion, all rights of the holder of a share or shares of Class B Common Stock shall cease and such Person shall be treated for all purposes as having become the registered holder of such share or shares of Class A Common Stock. Shares of Class B Common Stock that are converted into shares of Class A Common Stock as provided in this Section 2 shall be retired and may not be reissued.
    (g)    Reservation of Stock. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the



shares of Class B Common Stock, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock.
        (h)    Limitation on Future Issuance. Except as otherwise provided in or contemplated by Sections 2(b), 2(d) or 2(e) of this Article IV, the Corporation shall not issue additional shares of Class B Common Stock after the Effective Time.
    Section 3. Preferred Stock. The Board of Directors is authorized, subject to limitations prescribed by law, to provide by resolution or resolutions for the issuance of a share or shares of Preferred Stock in one or more series and, by filing a certificate of designation pursuant to the DGCL setting forth a copy of such resolution or resolutions, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and the qualifications, limitations, and restrictions thereof. The authority of the Board of Directors with respect to the Preferred Stock and any series shall include, but not be limited to, determination of the following:
        (a)    the number of shares constituting any series and the distinctive designation of that series;
        (b)    the dividend rate on the shares of any series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
    (c)    whether any series shall have voting rights, in addition to the voting rights provided by applicable law, and, if so, the number of votes per share and the terms and conditions of such voting rights;
        (d)    whether any series shall have conversion privileges and, if so, the terms and conditions of conversion, including provision for adjustment of the conversion rate upon such events as the Board of Directors shall determine;
        (e)    whether the shares of any series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
        (f)    whether any series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
        (g)    the rights of the shares of any series in the event of voluntary or involuntary dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and
        (h)    any other powers, preferences, rights, qualifications, limitations, and restrictions of any series.
    Notwithstanding the provisions of Section 242(b)(2) of the DGCL, the number of authorized shares of Preferred Stock and Common Stock may, without a class or series vote, be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by the affirmative vote of the holders of at least a majority of the voting power of the Corporation's then outstanding capital stock, voting together as a single class.

ARTICLE V

BOARD OF DIRECTORS

    Section 1. Powers of the Board. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by applicable law or by this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, the



directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

    Section 2. Classification of the Board. Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series, effective upon the Effective Time, the directors of the Corporation shall be divided into three classes as nearly equal in size as is practicable, hereby designated Class I, Class II and Class III. The Board of Directors may assign members of the Board of Directors already in office to such classes as of the Effective Time. The term of office of the initial Class I directors shall expire at the first regularly-scheduled annual meeting of the stockholders following the Effective Time; the term of office of the initial Class II directors shall expire at the second annual meeting of the stockholders following the Effective Time; and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholders following the Effective Time. Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series, at each annual meeting of stockholders, commencing with the first regularly-scheduled annual meeting of stockholders following the Effective Time, each of the successors elected to replace the directors of a class whose term shall have expired at such annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified.

    Section 3. Number of Directors. Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series, (a) the total number of directors constituting the entire Board of Directors shall consist of not less than five nor more than fifteen members, with the precise number of directors to be determined from time to time exclusively by a vote of a majority of the entire Board of Directors, and (b) if the number of directors is changed, any increase or decrease shall be apportioned among such classes of directors in such manner as the Board of Directors shall determine so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

    Section 4. Removal of Directors. Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock with respect to any directors elected by the holders of such series and except as otherwise required by applicable law, any or all of the directors of the Corporation may be removed from office only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of the Corporation's then outstanding capital stock entitled to vote generally in the election of directors, voting together as a single class.

    Section 5. Vacancies. Except as may be provided in a resolution or resolutions providing for any series of Preferred Stock with respect to any directors elected (or to be elected) by the holders of such series, any vacancies in the Board of Directors for any reason and any newly created directorships resulting by reason of any increase in the number of directors may be filled only by the Board of Directors (and not by the stockholders), acting by majority of the remaining directors then in office, although less than a quorum, or by a sole remaining director, and any directors so appointed shall hold office until the next election of the class of directors to which such directors have been appointed and until their successors are elected and qualified.

    Section 6. Bylaws. The Board of Directors shall have the power to adopt, amend, alter, change or repeal any and all Bylaws of the Corporation. In addition, the stockholders of the Corporation may adopt, amend, alter, change or repeal any and all Bylaws of the Corporation by the affirmative vote of the holders of at least eighty percent of the voting power of the Corporation's then outstanding capital stock entitled to vote, voting together as a single class (notwithstanding the fact that a lesser percentage may be specified by applicable law).




Section 7. Elections of Directors. Elections of directors need not be by ballot unless the Bylaws of the Corporation shall so provide.

Section 8. Officers. Except as otherwise expressly delegated by resolution of the Board of Directors, the Board of Directors shall have the exclusive power and authority to appoint and remove officers of the Corporation.

ARTICLE VI

STOCKHOLDERS

Section 1. Actions by Consent. Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any written consent in lieu of a meeting by such stockholders.

Section 2. Special Meetings of Stockholders. Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock, special meetings of stockholders of the Corporation may be called only by the Chairman of the Board of Directors or by the Secretary upon direction of the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors.

ARTICLE VII

DIRECTOR LIABILITY

A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it presently exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right arising prior to the time of such amendment, modification or repeal.

ARTICLE VIII

INDEMNIFICATION

Section 1. Right of Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses



(including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 3 of this Article VIII, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors.

Section 2. Prepayment of Expenses. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys' fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VIII or otherwise.

Section 3. Claims. If a claim for indemnification (following the final disposition of the Proceeding with respect to which indemnification is sought, including any settlement of such Proceeding) or advancement of expenses under this Article VIII is not paid in full within thirty days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by applicable law. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under this Article VIII and applicable law.

Section 4. Non-exclusivity of Rights. The rights conferred on any Covered Person by this Article VIII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, any other provision of this Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation, or any agreement, vote of stockholders or disinterested directors or otherwise.

    Section 5. Amendment or Repeal. Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated or impaired by an amendment to or repeal of this Article VIII after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.
Section 6. Other Indemnification and Advancement of Expenses. This Article VIII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

ARTICLE IX

SECTION 203

    The Corporation elects not to be governed by Section 203 of the DGCL.




ARTICLE X

AMENDMENT

    The Corporation hereby reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation in any manner permitted by the DGCL and all rights and powers conferred upon stockholders and/or directors herein are granted subject to this reservation. Except as may be provided in a resolution or resolutions of the Board of Directors providing for any series of Preferred Stock, any such amendment, alteration, change or repeal shall require the affirmative vote of both (a) sixty-six and 2/3rds percent of the entire Board of Directors and (b) eighty percent of the voting power of the Corporation's then outstanding capital stock entitled to vote, voting together as a single class (notwithstanding the fact that a lesser percentage may be specified by applicable law). Any vote of stockholders required by this Article X shall be in addition to any other vote that may be required by applicable law, the Bylaws of the Corporation or any agreement with a national securities exchange or otherwise.

    IN WITNESS WHEREOF, Hyatt Hotels Corporation has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer this 4th day of November, 2009


                    
                        





 HYATT HOTELS CORPORATION
By:  /s/ Harmit J. Singh
Harmit J. Singh
Chief Financial Officer



CERTIFICATE OF RETIREMENT
OF
38,000,000 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION
Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES as follows:
1.38,000,000 outstanding shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of the Corporation have been converted into 38,000,000 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of the Corporation.
2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009 provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3.The Board of Directors of the Corporation has adopted resolutions retiring the 38,000,000 shares of Class B Common Stock that converted into 38,000,000 shares of Class A Common Stock.
4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the effective date of the filing of this Certificate of Retirement, the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 38,000,000 shares, such that the total number of authorized shares of the Corporation shall be 1,472,000,000, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 462,000,000 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.




IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 11th day of December, 2009.

 HYATT HOTELS CORPORATION
By:  /s/ Susan T. Smith
Susan T. Smith
General Counsel, Senior Vice President and Secretary

























- 2 -



CERTIFICATE OF RETIREMENT
OF
539,588 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION
Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES as follows:
1.539,588 outstanding shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of the Corporation have been converted into 539,588 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of the Corporation.
2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended by a certificate of retirement of 38,000,000 shares of Class B Common Stock filed with the Secretary of State of the State of Delaware on December 11, 2009, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3.The Board of Directors of the Corporation has adopted resolutions retiring the 539,588 shares of Class B Common Stock that converted into 539,588 shares of Class A Common Stock.
4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the effective date of the filing of this Certificate of Retirement, the Certificate of Incorporation of the Corporation shall be further amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 539,588 shares, such that the total number of authorized shares of the Corporation shall be 1,471,460,412, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 461,460,412 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.














- 1 -



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 14th day of September, 2010.

 HYATT HOTELS CORPORATION
By:  /s/ Harmit J. Singh
Harmit J. Singh
Executive Vice President, Chief Financial Officer

                            























                        -2-



CERTIFICATE OF RETIREMENT
OF
8,987,695 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES as follows:
1.8,987,695 outstanding shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of the Corporation have been converted into 8,987,695 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of the Corporation.
2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3.The Board of Directors of the Corporation has adopted resolutions retiring the 8,987,695 shares of Class B Common Stock that converted into 8,987,695 shares of Class A Common Stock.
4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 8,987,695 shares, such that the total number of authorized shares of the Corporation shall be 1,462,472,717, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 452,472,717 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.











-1-



    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 18th day of May, 2011.

 HYATT HOTELS CORPORATION
By:  /s/ Rena Hozore Reiss
Rena Hozore Reiss
Executive Vice President, General Counsel and Secretary
























-2-



CERTIFICATE OF RETIREMENT
OF
863,721 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES as follows:
1.863,721 outstanding shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of the Corporation have been converted into 863,721 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of the Corporation.
2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3.The Board of Directors of the Corporation has adopted resolutions retiring the 863,721 shares of Class B Common Stock that converted into 863,721 shares of Class A Common Stock.
4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 863,721 shares, such that the total number of authorized shares of the Corporation shall be 1,461,608,996, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 451,608,996 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 14th day of February, 2012.

 HYATT HOTELS CORPORATION
By:  /s/ Rena Hozore Reiss
Rena Hozore Reiss
Executive Vice President, General Counsel and Secretary




CERTIFICATE OF RETIREMENT
OF
1,000,000 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES as follows:
1.1,000,000 outstanding shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of the Corporation have been converted into 1,000,000 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of the Corporation.
2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3.The Board of Directors of the Corporation has adopted resolutions retiring the 1,000,000 shares of Class B Common Stock that converted into 1,000,000 shares of Class A Common Stock.
4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,000,000 shares, such that the total number of authorized shares of the Corporation shall be 1,461,472,717, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 451,472,717 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 27th day of September, 2012.

 HYATT HOTELS CORPORATION
By:  /s/ Rena Hozore Reiss
Rena Hozore Reiss
Executive Vice President, General Counsel and Secretary




CERTIFICATE OF RETIREMENT
OF
1,623,529 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES as follows:
1.1,623,529 outstanding shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock"), of the Corporation have been converted into 1,623,529 shares of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of the Corporation.
2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3.The Board of Directors of the Corporation has adopted resolutions retiring the 1,623,529 shares of Class B Common Stock that converted into 1,623,529 shares of Class A Common Stock.
4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,623,529 shares, such that the total number of authorized shares of the Corporation shall be 1,458,985,467, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 448,985,467 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.











- 1 -



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 13 day of December, 2012.


 HYATT HOTELS CORPORATION
By:  /s/ Rena Hozore Reiss
Rena Hozore Reiss
Executive Vice President, General Counsel and Secretary


















-2-



CERTIFICATE OF RETIREMENT
OF
1,556,713 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION
Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1.1,556,713 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,556,713 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.
2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3.The Board of Directors of the Corporation has adopted resolutions retiring the 1,556,713 shares of Class B Common Stock that converted into 1,556,713 shares of Class A Common Stock.
4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,556,713 shares, such that the total number of authorized shares of the Corporation shall be 1,457,428,754, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 447,428,754 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 12th day of February, 2013.

 HYATT HOTELS CORPORATION
By:  /s/ Rena Hozore Reiss
Rena Hozore Reiss
Executive Vice President, General Counsel and Secretary




CERTIFICATE OF RETIREMENT
OF
1,498,019 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION
Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1.1,498,019 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,498,019 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.
2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3.The Board of Directors of the Corporation has adopted resolutions retiring the 1,498,019 shares of Class B Common Stock that converted into 1,498,019 shares of Class A Common Stock.
4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,498,019 shares, such that the total number of authorized shares of the Corporation shall be 1,455,930,735, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 445,930,735 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 10th day of May, 2013.

 HYATT HOTELS CORPORATION
By:  /s/ Rena Hozore Reiss
Rena Hozore Reiss
Executive Vice President, General Counsel and Secretary




CERTIFICATE OF RETIREMENT
OF
295,072 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1.295,072 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 295,072 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.
2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3.The Board of Directors of the Corporation has adopted resolutions retiring the 295,072 shares of Class B Common Stock that converted into 295,072 shares of Class A Common Stock.
4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 295,072 shares, such that the total number of authorized shares of the Corporation shall be 1,455,635,663, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 445,635,663 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.











- 1 -



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 30th day of May, 2013.

 HYATT HOTELS CORPORATION
By:  /s/ Rena Hozore Reiss
Rena Hozore Reiss
Executive Vice President, General Counsel and Secretary


























- 2 -



CERTIFICATE OF RETIREMENT
OF
1,113,788 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1.1,113,788 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,113,788 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.
2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.
3.The Board of Directors of the Corporation has adopted resolutions retiring the 1,113,788 shares of Class B Common Stock that converted into 1,113,788 shares of Class A Common Stock.
Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,113,788 shares, such that the total number of authorized shares of the Corporation shall be 1,454,521,875, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 444,521,875 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.
Signature page follows.



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 13th day of June, 2013.

 HYATT HOTELS CORPORATION
By:  /s/ Rena Hozore Reiss
Rena Hozore Reiss
Executive Vice President, General Counsel and Secretary


























- 2 -



CERTIFICATE OF RETIREMENT
OF
1,122,000 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.1,122,000 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,122,000 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 1,122,000 shares of Class B Common Stock that converted into 1,122,000 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,122,000 shares, such that the total number of authorized shares of the Corporation shall be 1,453,399,875, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 443,399,875 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.



    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 5th day of November, 2014.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss            
    Rena Hozore Reiss
                            Executive Vice President, General























- 2 -



CERTIFICATE OF RETIREMENT
OF
750,000 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.750,000 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 750,000 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 750,000 shares of Class B Common Stock that converted into 750,000 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 750,000 shares, such that the total number of authorized shares of the Corporation shall be 1,452,649,875, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 442,649,875 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.



    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 25th day of February, 2015.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss            
    Name: Rena Hozore Reiss
    Title: Executive Vice President,
     General Counsel and Secretary






















- 2 -



CERTIFICATE OF RETIREMENT
OF
1,026,501 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.1,026,501 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,026,501 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 1,026,501 shares of Class B Common Stock that converted into 1,026,501 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,026,501 shares, such that the total number of authorized shares of the Corporation shall be 1,451,623,374, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 441,623,374 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.



    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 13th day of May, 2015.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss            
    Name: Rena Hozore Reiss
    Title: Executive Vice President,
                                 General Counsel






















- 2 -





CERTIFICATE OF RETIREMENT
OF
1,881,636 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.1,881,636 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,881,636 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 1,881,636 shares of Class B Common Stock that converted into 1,881,636 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,881,636 shares, such that the total number of authorized shares of the Corporation shall be 1,449,741,738, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 439,741,738 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.
    



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 22nd day of August, 2016.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss
    Name: Rena Hozore Reiss
Title: Executive Vice President,
                            General Counsel and Secretary







































- 2 -




    
CERTIFICATE OF RETIREMENT
OF
500,000 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.500,000 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 500,000 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 500,000 shares of Class B Common Stock that converted into 500,000 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 500,000 shares, such that the total number of authorized shares of the Corporation shall be 1,449,241,738, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 439,241,738 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.
    



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 1st day of November, 2016.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss
    Name: Rena Hozore Reiss
                            Title: Executive Vice President,
                            General Counsel and Secretary






































- 2 -



CERTIFICATE OF RETIREMENT
OF
10,187,641 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.10,187,641 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 10,187,641 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 10,187,641 shares of Class B Common Stock that converted into 10,187,641 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 10,187,641 shares, such that the total number of authorized shares of the Corporation shall be 1,439,054,097, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 429,054,097 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.



    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 4th day of November, 2016.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss
Name: Rena Hozore Reiss
Title: Executive Vice President,
General Counsel and Secretary





















- 2 -



CERTIFICATE OF RETIREMENT
OF
4,500,000 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.4,500,000 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 4,500,000 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 4,500,000 shares of Class B Common Stock that converted into 4,500,000 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 4,500,000 shares, such that the total number of authorized shares of the Corporation shall be 1,434,554,097, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 424,554,097 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.



    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 8th day of December, 2016.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss
Name: Rena Hozore Reiss
Title: Executive Vice President,
General Counsel and Secretary





















- 2 -




CERTIFICATE OF RETIREMENT
OF
1,696,476 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.1,696,476 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,696,476 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 1,696,476 shares of Class B Common Stock that converted into 1,696,476 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,696,476 shares, such that the total number of authorized shares of the Corporation shall be 1,432,857,621, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 422,857,621 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.



    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 21st day of December, 2016.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss
Name: Rena Hozore Reiss
Title: Executive Vice President,
General Counsel and Secretary






CERTIFICATE OF RETIREMENT
OF
539,370 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.539,370 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 539,370 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 539,370 shares of Class B Common Stock that converted into 539,370 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 539,370 shares, such that the total number of authorized shares of the Corporation shall be 1,432,318,251, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 422,318,251 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.
    



    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 3rd day of May, 2017.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss
Name: Rena Hozore Reiss
Title: Executive Vice President,
General Counsel and Secretary






















                            - 2 -



CERTIFICATE OF RETIREMENT
OF
4,233,000 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.4,233,000 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 4,233,000 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 4,233,000 shares of Class B Common Stock that converted into 4,233,000 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 4,233,000 shares, such that the total number of authorized shares of the Corporation shall be 1,428,085,251, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 418,085,251 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.




    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 18th day of July, 2017.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss
Name: Rena Hozore Reiss
Title: Executive Vice President,
General Counsel and Secretary





CERTIFICATE OF RETIREMENT
OF
1,813,459 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.1,813,459 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,813,459 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 1,813,459 shares of Class B Common Stock that converted into 1,813,459 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,813,459 shares, such that the total number of authorized shares of the Corporation shall be 1,426,271,792, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 416,271,792 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.
    



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 11th day of September, 2017.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss
    Name: Rena Hozore Reiss
    Title: Executive Vice President,
    General Counsel and Secretary






CERTIFICATE OF RETIREMENT
OF
10,154,050 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.10,154,050 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 10,154,050 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 10,154,050 shares of Class B Common Stock that converted into 10,154,050 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 10,154,050 shares, such that the total number of authorized shares of the Corporation shall be 1,416,117,742, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 406,117,742 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.
    



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 14th day of September, 2017.


HYATT HOTELS CORPORATION


By: /s/ Rena Hozore Reiss
    Name: Rena Hozore Reiss
    Title: Executive Vice President,
General Counsel and Secretary








CERTIFICATE OF RETIREMENT
OF
3,369,493 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.3,369,493 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 3,369,493 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 3,369,493 shares of Class B Common Stock that converted into 3,369,493 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 3,369,493 shares, such that the total number of authorized shares of the Corporation shall be 1,412,748,249, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 402,748,249 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.
    



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 14th day of December, 2017.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan         
    Name: Margaret C. Egan
        Title: Senior Vice President,
        Interim General Counsel and Secretary


    




CERTIFICATE OF RETIREMENT
OF
135,100 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.135,100 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 135,100 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 135,100 shares of Class B Common Stock that converted into 135,100 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 135,100 shares, such that the total number of authorized shares of the Corporation shall be 1,412,613,149, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 402,613,149 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.


Signature page follows.
    



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 14th day of February, 2018.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan
    Name: Margaret C. Egan
Title: Executive Vice President,
General Counsel and Secretary


    






CERTIFICATE OF RETIREMENT

OF
2,249,094 SHARES OF CLASS B COMMON STOCK

OF

HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware



    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.2,249,094 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 2,249,094 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 2,249,094 shares of Class B Common Stock that converted into 2,249,094 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 2,249,094 shares, such that the total number of authorized shares of the Corporation shall be 1,410,364,055, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 400,364,055 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.


Signature page follows.
    



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 16th day of May, 2018.



HYATT HOTELS CORPORATION



By: /s/ Margaret C. Egan
    Name:     Margaret C. Egan
Title: Executive Vice President,
                            General Counsel and Secretary

    






CERTIFICATE OF RETIREMENT
OF
300,000 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware


    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.300,000 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 300,000 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 300,000 shares of Class B Common Stock that converted into 300,000 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 300,000 shares, such that the total number of authorized shares of the Corporation shall be 1,410,064,055, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 400,064,055 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.
    



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 31st day of July, 2018.



HYATT HOTELS CORPORATION



By: /s/ Margaret C. Egan
    Name: Margaret C. Egan
                            Title: Executive Vice President,
                            General Counsel and Secretary

    


|



CERTIFICATE OF RETIREMENT
OF
950,161 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.950,161 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 950,161 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 950,161 shares of Class B Common Stock that converted into 950,161 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 950,161 shares, such that the total number of authorized shares of the Corporation shall be 1,409,113,894, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 399,113,894 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.
    



IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 30th day of October, 2018.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan
    Name: Margaret C. Egan
Title: Executive Vice President,
General Counsel and Secretary






























CERTIFICATE OF RETIREMENT
OF
3,654 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.3,654 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 3,654 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 3,654 shares of Class B Common Stock that converted into 3,654 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 3,654 shares, such that the total number of authorized shares of the Corporation shall be 1,409,110,240, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 399,110,240 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.










    
    




    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 13th day of November, 2018.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan
    Name:     Margaret C. Egan
                            Title: Executive Vice President,
                            General Counsel and Secretary


















































CERTIFICATE OF RETIREMENT
OF
677,384 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.677,384 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 677,384 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 677,384 shares of Class B Common Stock that converted into 677,384 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 677,384 shares, such that the total number of authorized shares of the Corporation shall be 1,408,432,856, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 398,432,856 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.

















    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 9th day of August, 2019.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan
     Name: Margaret C. Egan
                             Title: Executive Vice President,
                             General Counsel and Secretary






























CERTIFICATE OF RETIREMENT
OF
975,170 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

    Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

1.975,170 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 975,170 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.The Board of Directors of the Corporation has adopted resolutions retiring the 975,170 shares of Class B Common Stock that converted into 975,170 shares of Class A Common Stock.

4.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 975,170 shares, such that the total number of authorized shares of the Corporation shall be 1,407,457,686, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 397,457,686 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.















    IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 19th day of February, 2020.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan
    Name:     Margaret C. Egan
    Title: Executive Vice President, General Counsel and Secretary




























CERTIFICATE OF RETIREMENT
OF
2,766,326 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

i.2,766,326 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 2,766,326 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

i.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

i.The Board of Directors of the Corporation has adopted resolutions retiring the 2,766,326 shares of Class B Common Stock that converted into 2,766,326 shares of Class A Common Stock.

i.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 2,766,326 shares, such that the total number of authorized shares of the Corporation shall be 1,404,691,360, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 394,691,360 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.















IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 17th day of September, 2020.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan
    Name:     Margaret C. Egan
    Title: Executive Vice President, General Counsel and Secretary









































CERTIFICATE OF RETIREMENT
OF
658,030 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

i.658,030 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 658,030 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

i.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

i.The Board of Directors of the Corporation has adopted resolutions retiring the 658,030 shares of Class B Common Stock that converted into 658,030 shares of Class A Common Stock.

i.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 658,030 shares, such that the total number of authorized shares of the Corporation shall be 1,404,033,330, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 394,033,330 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.














IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 10th day of December, 2020.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan
    Name:     Margaret C. Egan
    Title: Executive Vice President, General Counsel and Secretary









































CERTIFICATE OF RETIREMENT
OF
1,415,000 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1.    1,415,000 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 1,415,000 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

2.    The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

3.    The Board of Directors of the Corporation has adopted resolutions retiring the 1,415,000 shares of Class B Common Stock that converted into 1,415,000 shares of Class A Common Stock.

4.    Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 1,415,000 shares, such that the total number of authorized shares of the Corporation shall be 1,402,618,330, such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 392,618,330 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.









IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 4th day of May, 2021.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan
    Name:     Margaret C. Egan
    Title: Executive Vice President, General Counsel and Secretary


























CERTIFICATE OF RETIREMENT
OF
783,085 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

i.783,085 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 783,085 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

i.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

i.The Board of Directors of the Corporation has adopted resolutions retiring the 783,085 shares of Class B Common Stock that converted into 783,085 shares of Class A Common Stock.

i.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 783,085 shares, such that the total number of authorized shares of the Corporation shall be 1,401,835,245 such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 391,835,245 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.














IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 9th day of September, 2021.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan
Name: Margaret C. Egan
Title: Executive Vice President, General
Counsel and Secretary












































CERTIFICATE OF RETIREMENT
OF
187,562 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

i.187,562 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 187,562 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

i.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

i.The Board of Directors of the Corporation has adopted resolutions retiring the 187,562 shares of Class B Common Stock that converted into 187,562 shares of Class A Common Stock.

i.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 187,562 shares, such that the total number of authorized shares of the Corporation shall be 1,401,647,683 such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 391,647,683 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.














IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 3rd day of November, 2021.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan
Name: Margaret C. Egan
Title: Executive Vice President, General
Counsel and Secretary




CERTIFICATE OF RETIREMENT
OF
635,522 SHARES OF CLASS B COMMON STOCK
OF
HYATT HOTELS CORPORATION

Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware

Hyatt Hotels Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:

i.635,522 outstanding shares of Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), of the Corporation have been converted into 635,522 shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Corporation.

i.The Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 4, 2009, as amended, provides that any shares of Class B Common Stock which are converted into shares of Class A Common Stock shall be retired and may not be reissued by the Corporation.

i.The Board of Directors of the Corporation has adopted resolutions retiring the 635,522 shares of Class B Common Stock that converted into 635,522 shares of Class A Common Stock.

i.Accordingly, pursuant to the provisions of Section 243(b) of the General Corporation Law of the State of Delaware, upon the filing of this Certificate of Retirement the Certificate of Incorporation of the Corporation shall be amended so as to reduce the total authorized number of shares of the capital stock of the Corporation by 635,522 shares, such that the total number of authorized shares of the Corporation shall be 1,401,012,161 such shares consisting of 1,000,000,000 shares designated Class A Common Stock, 391,012,161 shares designated Class B Common Stock, and 10,000,000 shares designated Preferred Stock, par value $0.01 per share.

Signature page follows.




IN WITNESS WHEREOF, the Corporation has caused this Certificate of Retirement to be signed by its duly authorized officer, this 20th day of May, 2022.


HYATT HOTELS CORPORATION


By: /s/ Margaret C. Egan
Name: Margaret C. Egan
Title: Executive Vice President,
General Counsel and Secretary


Document
Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mark S. Hoplamazian, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of Hyatt Hotels Corporation;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
                        
August 9, 2022/s/ Mark S. Hoplamazian
Mark S. Hoplamazian
President and Chief Executive Officer
(Principal Executive Officer)



Document
Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joan Bottarini, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of Hyatt Hotels Corporation;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
                        
August 9, 2022/s/ Joan Bottarini
Joan Bottarini
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)



Document
Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hyatt Hotels Corporation (the "Company") on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:
(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
August 9, 2022/s/ Mark S. Hoplamazian
Mark S. Hoplamazian
President and Chief Executive Officer
(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as a part of this report or on a separate disclosure document.




Document
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Hyatt Hotels Corporation (the "Company") on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:
(1)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
August 9, 2022/s/ Joan Bottarini
Joan Bottarini
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as a part of this report or on a separate disclosure document.




h-20220630.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT


h-20220630_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT


h-20220630_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT


h-20220630_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT


h-20220630_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT