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HYATT HOTELS CORPORATION

Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, DC 20549 Form 10-K(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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)Delaware20-1480589(State or Other Jurisdiction of Incorporation or Organization)(IRS Employer Identification No.)150 North Riverside Plaza8th Floor,Chicago,Illinois60606(Address of Principal Executive Offices)(Zip Code)Registrant's telephone number, including area code: (312) 750-1234 Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading SymbolName of each exchange on which registeredClass A Common Stock, $ par valueHNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seaso

• 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);

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Transcription of HYATT HOTELS CORPORATION

1 Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, DC 20549 Form 10-K(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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)Delaware20-1480589(State or Other Jurisdiction of Incorporation or Organization)(IRS Employer Identification No.)150 North Riverside Plaza8th Floor,Chicago,Illinois60606(Address of Principal Executive Offices)(Zip Code)Registrant's telephone number, including area code: (312) 750-1234 Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading SymbolName of each exchange on which registeredClass A Common Stock, $ par valueHNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

2 Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 thepreceding 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 90days. 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 ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

3 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 growthcompany. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.(Check One):Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

4 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No At June 30, 2020, the aggregate market value of the registrant's Class A common stock, $ par value, held by non-affiliates of the registrant was approximately $1, (based upon the closing sale price of the Class A common stock on June 30, 2020 on The New York Stock Exchange). The market value of the registrant's Class Bcommon stock is not included in the above value as there is no active market for such January 31, 2021, there were 39,261,233 shares of the registrant's Class A common stock, $ par value, outstanding and 62,038,918 shares of the registrant's Class Bcommon stock, $ par value, INCORPORATED BY REFERENCEPart III of this Annual Report on Form 10-K incorporates by reference portions of the registrant's Proxy Statement for its 2021 Annual Meeting of Stockholders to be heldon May 19, of ContentsHYATT HOTELS CORPORATIONTABLE OF CONTENTSFISCAL YEAR ENDED DECEMBER 31.

5 2020 PART I Disclosure Regarding Forward-Looking Statements1 Item Factors23 Item Staff Comments51 Item Proceedings57 Item Safety Disclosures57 Information about our Executive Officers58 PART II Item for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities61 Item 6.(Removed and Reserved)63 Item 's Discussion and Analysis of Financial Condition and Results of Operations64 Item and Qualitative Disclosures About Market Risk90 Item Statements and Supplementary Data91 Item in and Disagreements With Accountants on Accounting and Financial Disclosure91 Item and Procedures91 Item Information92 PART III Item , Executive Officers, and Corporate Governance93 Item Compensation93 Item Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters93 Item Relationships and Related Transactions.

6 And Director Independence94 Item Accountant Fees and Services95 PART IVItem and Financial Statement Schedule96 Item 10-K Summary96 Signatures97 Table of ContentsDisclosure Regarding Forward-Looking StatementsThis annual report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statementsinclude statements about the Company's plans, strategies, and financial performance; the impact of the COVID-19 pandemic and pace of recovery; the amount bywhich the Company intends to reduce its real estate asset base and the anticipated timeframe for such asset dispositions; the Company's liquidity profile andsufficiency to fund operations at current demand levels; and prospective or future events.

7 Forward-looking statements involve known and unknown risks that aredifficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-lookingstatements. 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 theseterms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us andour management, are inherently uncertain.

8 Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the factors discussed in this annual report set forth under the sections titled "Risk Factors" in Part I, Item 1A and "Management's Discussion andAnalysis of Financial Condition and Results of Operations" in Part II, Item 7; the duration of the COVID-19 pandemic and its short and longer-term effects, including the demand for travel, transient and group business, andlevels of consumer confidence, and the pace of recovery following the pandemic, any additional resurgence, or COVID-19 variants; 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 andmagnitude of its impact on unemployment rates and consumer discretionary spending; the ability of third-party owners, franchisees, or hospitality venture partners to successfully navigate the impacts of the COVID-19 pandemic, anyadditional 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.

9 The rate and the pace of economic recovery following economic downturns; levels of spending in business and leisure segments as well as consumer confidence; declines in occupancy and average daily rate ("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 globaloutbreaks of pandemics or contagious diseases, such as the COVID-19 pandemic, 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-partyowners; 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 orsuspension of, repurchase activity or dividend payments.

10 The seasonal and cyclical nature of the real estate and hospitality businesses; changes in distribution arrangements, such as through internet travel intermediaries; changes in the tastes and preferences of our customers; relationships with colleagues and labor unions and changes in labor laws; the financial condition of, and our relationships with, third-party property owners, franchisees, and hospitality venture partners; the possible inability of third-party owners, franchisees, or development partners to access capital necessary to fund current operations or implementour plans for growth;1 Table of Contents 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 estateasset 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 and operating costs.


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