SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3010

September 23, 2009
 Mark S. Hoplamazian  President and Chief Executive Officer  Hyatt Hotels Corporation  71 South Wacker Drive, 12th Floor  Chicago, Illinois 60606
Re: Hyatt Hotels Corporation
Amendment No. 1 to Registrati on Statement on Form S-1
Filed September 9, 2009
  File No. 333-161068

Dear Mr. Hoplamazian:

We have reviewed your  filing and have the fo llowing comments.  Where
indicated, we think you should revise your document in resp onse to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detaile d as necessary in y our explanation.  In
some of our comments, we may ask you to provide us w ith information so we may better
understand your disclosure.  Af ter reviewing this informa tion, we may raise additional
comments.
Please understand that the purpose of our revi ew process is to a ssist you in your
compliance with the applicable disclosure  requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you ma y have about our comments or  any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Management’s Discussion a nd Analysis of Financial Condition and Results of
Operations, page 52
 Overview, page 52

1. We note your response to our prior comment 26 and th e additional disclosure.
Please also disclose the major advantag es and disadvantages associated with
ownership of properties a nd management and franchising of th ird-party owned
properties.

Mark S. Hoplamazian
Hyatt Hotels Corporation September 23, 2009 Page 2

Competition, page 57
2. We note your response to our prior comment 28 and th e amended disclosure.
Please further describe your internet di stribution channels.  Explain what an
internet distribution channe l is and how you use it.
Revenues, page 61
3. Please disclose the cause of the $257 m illion decrease in comparable owned and
leased hotel revenue.
Owned and leased hotel s expense, page 62
4. You state that the decrease in owned and leased hotels expense was due primarily
to reductions in compensati on-related costs and other variable operating expenses.
Please further disclose if such compensati on-related cost reduc tions were due to
staff reductions, pay reductions, a combination of the two or other factors.
Revenues, page 74
5. We note your revised disclosure regard ing the increase in RevPAR.  Please
explain what you mean by “ an increase in average ra te of 9.2%.”  Please revise
your disclosure to clearly disclose the cause of the 11.1%  increase in comparable
owned and leased RevPAR.
Enhance Operational Efficiency, page 101
6. You state that you have ma de significant changes in operations in response to
recent declines in demand for hosp itality products and services, including
modification of certain pr oduct standards to lower costs without significantly
impacting quality.  Please explain what product standards you have modified and
how you have done so without  negatively impacting quality.
Increase Market Presence, page 101
7. Please tell us the names of  the countries of the Gu lf Cooperation Council.
Utilize our Capital and Asset Base  for Targeted Growth, page 102
8. We note your response to our prior comment 41 and th e disclosure appearing on
page 102.  This disclosure, however, does not specifically  and adequately address
our comment and thus we are reissuing it.  In your Risk  Factors sec tion, you state
that one of your strategies is to selectively dispose of hotel properties and use sale
proceeds to fund your growth in market s that will enhance and expand our brand
presence.  Please provide additional, specifi c, detailed disclosure of this strategy
or explain to us why you do not be lieve such disclosure is needed.

Mark S. Hoplamazian
Hyatt Hotels Corporation September 23, 2009 Page 3

Description of Our Brands, page 103
9. Please provide the 2008 ADR fi gures for Hyatt Residentia l or advise us why you
have not provided these figures.
Compensation of Directors, page 125
10. We note your response to our  prior comment 54 and reissu e that comment  in part.
For each director, please disclose by  footnote the aggreg ate number of stock
awards outstanding at fiscal year end.  See the Instruction to Item 402(k)(2)(iii)
and (iv) of Regul ation S-K.
Annual Incentive, page 131
11. Please tell us why you have not disclosed the segment fi nancial goals for Messrs.
Sarna and Floyd in y our discussion on page  132.  Alternatively, please revise your
disclosure to provide these segment financia l goals.
12. You state that Mr. Floyd was determined to  have met all his go als regarding guest
and meeting planner satisfac tion and owner relations and that with respect to his
sub-branding and leadership  goals, “the compensation committee determined he
completed most, but not all of such goals, including his integration of  our select
service brands into our North American op erations.”  This se ntence is unclear.
Please revise to clearly disclose whether the goal regarding in tegration of your
select service brands into your North Am erican operations was met or not.  Please
clearly disclose any goals that  were not met by Mr. Floyd.
Executive Incentive Plan, page 153
13. Please revise to disclose when you a dopted the Executive Incentive Plan.
As appropriate, please ame nd your registration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your  amendment that keys your
responses to our comments and provides an y requested informa tion.  Detailed cover
letters greatly facilita te our review.  Please understand that we may have additional
comments after reviewing your amendm ent and responses to our comments.
We urge all persons who ar e responsible for the accur acy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they ar e responsible for the
accuracy and adequacy of the di sclosures they have made.

Mark S. Hoplamazian
Hyatt Hotels Corporation September 23, 2009 Page 4

Notwithstanding our comments,  in the event the compan y requests acceleration of
the effective date of the pending registration st atement, it should furnish a letter, at the
time of such request,  acknowledging that:
• should the Commission or the staff, ac ting pursuant to dele gated authority,
declare the filing effective, it does not  foreclose the Co mmission from taking
any action with respect to the filing;
• the action of the Commission or the staff, acting pursu ant to delegated
authority, in declaring the filing eff ective, does not relieve the company from
its full responsibility for the adequacy a nd accuracy of the disclosure in the
filing; and
• the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person under the fede ral securities laws of the United States.
 In addition, please be advise d that the Division of Enfo rcement has ac cess to all
information you provide to the staff of the Division of Corporation Finance in connection
with our review of your filing or in response to ou r comments on your filing.
We will consider a written request for acce leration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective responsibilities under the Secu rities Act of 1933 and the
Securities Exchange Ac t of 1934 as they relate to th e proposed public offering of the
securities specified in the a bove registration statement.  We will act on the request and,
pursuant to delegate d authority, grant accelerati on of the effective date.
We direct your attention to Rules 46 0 and 461 regarding re questing acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested effective date.

Mark S. Hoplamazian
Hyatt Hotels Corporation September 23, 2009 Page 5

You may contact Kristi Ma rrone at 202-551-3429 or Da n Gordon, Branch Chief,
at 202-551-3486 if you have que stions regarding comments on the financial statements
and related matters.  Please contact Phil Roth enberg at 202-551-3466 or me at 202-551-
3655 with any other questions.

     S i n c e r e l y ,
Sonia Gupta Barros Special Counsel

cc: Michael A. Pucker, Esq.
 Cathy A. Birkeland, Esq.