SecProbe.io

Mail Stop 3010

September 1, 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
Registration Statement on Form S-1 Filed August 5, 2009
  File No. 333-161068

Dear Mr. Hoplamazian:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a re vision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with information so we may bette r understand your disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure re quirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to cal l us at the telephone
numbers listed at the end of this letter.

General

1. We note the pictures and graphics  in your prospectus.  Please pr ovide us with copies of all
graphics, maps, photographs, and related captions  or other artwork in cluding logos that you
intend to use in the prospectus.  Such graphi cs and pictorial repres entations should not be
included in any preliminary pros pectus distributed to prospec tive investors prior to the time
we complete our review.

Mark S. Hoplamazian
Hyatt Hotels Corporation  September 1, 2009 Page 2
2. Please provide us with highlighted copies of any study or report that you cite or on which
you rely.  Confirm that the industry reports or studies that you rely on were publicly
available and not prepared for you and that you did not compensate the party that prepared
these reports or studies.  Alte rnatively, please file consents for the parties providing this
data as exhibits to the registration statement.
3. Please provide supplemental support for fact ual assertions in the prospectus and
management’s assertions.  Clearly mark the supp lemental materials to highlight the specific
information you believe supports the statement referenced.  For example only, we note the
following statements:
• “The lodging industry is a global busine ss and a significant pa rt of the overall
economy, with over $465 billion in worl dwide revenues in 2008,” page 87;
• “According to the Internati onal Monetary Fund, certain major advanced economies,
including the U.S. and the United Kingdom, are not projected to experience an increase in GDP growth until 2010; however, key emerging and developing
economies, such as China and India are pr ojected to experience significant growth
in annual GDP during 2009, 2010 and 2011. Othe r select economies with exposure
to energy and other commodities, such as the United Arab Emirates and Brazil, are
expected to begin their recovery in 2 010, ahead of more developed economies,”
page 87;
• “The U.S. lodging market, within the Nort h American region, has a greater share of
global lodging revenues than any other si ngle country in the world, with $141
billion in revenues in  2008,” page 88;
• “From June 2008 through June 2009, the num ber of new rooms under construction
decreased approximately 27%,” page 88;
• “We have consistently received top rankings , awards and accolades for service and
guest experience from independent publica tions and surveys, including Condè Nast
Traveler, Travel and Leisure, Mobil and AAA.   As an example, 54 properties across
our Park Hyatt, Grand Hyatt and Hya tt Regency brands received the AAA four
diamond lodging award in 2009,” page 92; and
• “[W]e operate in 20 of the 25 most popul ous urban centers around the globe based
on demographic research,” page 92.
4. We note that you have a number of subsidiari es.  Please consider a dding an organizational
chart showing you and your material subsidiaries.
5. In your Prospectus Summary, MD&A and Busi ness sections, you disclose that you are a
global hospitality company with a worldwid e property portfolio of 413 Hyatt-branded

Mark S. Hoplamazian
Hyatt Hotels Corporation  September 1, 2009 Page 3
properties operating in 45 countries around the wo rld.  Note 20 to the financial statements,
however, indicates that the vast majority of  your revenues are due to  U.S. operations and
the vast majority of your long-lived assets are in  the U.S.  Please revise your prospectus to
disclose this fact to investors.

Front Cover Page of the Prospectus

6. We note your cross-reference to the risk fact ors section.  Please highlight this cross-
reference by prominent type or in another ma nner.  Please see Item 501(b)(5) of Regulation
S-K.
Inside Front Coverpage of the Prospectus
7. We note the picture on the inside  front coverpage of the prosp ectus.  Please confirm that the
two tallest buildings in the picture are th e Grand Hyatt Shanghai and the Park Hyatt
Shanghai.  Please also confirm that the enti re buildings are your hotels or amend your
disclosure to describe the floors of th e buildings which comprise your hotels.
Terms Used in This Prospectus, page (i)
8. The prospectus summary should immediately follow a one-page prospectus cover, although
we do not object to your use of the graphic.  Please relocate the other disclosure that
currently appears before your summary to a mo re appropriate location of the prospectus.
Industry and Market Data, page (i)
9. You state that you do not undert ake a duty to update industry and market data used
throughout the prospectus if such data is update d.  Please note that you must update all data
used in the prospectus if it materially changes prior to effectiveness of the registration
statement.  Please revise this disclosure accordingly.
10. Please also remove the statement that “inve stors should not place undue reliance on this
information.”  This phrase could be read as a disclaimer of information in your filing.
Adjusted EBITDA, page (i)

Overview, page (i)
11. The second paragraph in this subsection contains an embedde d list which is difficult to
read.  Please revise.  Please see Rule 421(d )(2).  Please also make similar conforming
revisions to the Adjusted EBITDA disclosure on page 50.

Mark S. Hoplamazian
Hyatt Hotels Corporation  September 1, 2009 Page 4  Presentation to Investors, page (ii)

12. Please remove the last sentence in this paragr aph in which you state that Adjusted EBITDA
“…can also be useful to i nvestors in comparing our perf ormance with others in the
industry…”  As you note in the following paragr aph, other companies may define Adjusted
EBITDA differently than you, and therefore the measur es are not comparable.
Prospectus Summary, page 1
13. Your summary section should be expanded a nd balanced with an equally prominent
discussion of the risks and obstacles you f ace in implementing your business strategy.
Please provide a summary of the most important  risks facing you immediately following the
“Our Business Strategy” secti on of the Prospectus Summary.
14. We note that you have disclosed numerous related party transactions with  entities affiliated
with the Pritzker family.  Please expand your su mmary to briefly descri be the extent of your
related party transactions.  Please also provi de a summary risk factor here and a more
complete risk factor in the risk factor disc ussion to disclose any material risks to your
business that may arise from thes e related party transactions.

Summary Consolidated Fi nancial Data, page 11
15. Please revise to reconcile adjusted EBIT DA to EBITDA and reconcile EBITDA to net
income (loss) attributable to Hyatt Hotels Corporation.
Risk Factors, page 13

16. Please revise your risk factor subheadings so that each one conveys the specific risk to you.
Currently, some of your subheadings merely state a general risk or a fact about your
business. We note the following examples:
• If our management or franchise agreements terminate …, page 17;
• Disagreements with third-part y property owners …, page18;
• Cash distributions from our hos pitality ventures …, page 19;
• Development of new initiatives, including new brands …, page 24;
• After this offering, Pritzker family  business interests …, page 33; and
• We will incur increased costs as  a result of becoming …, page 39.
Please revise throughout as necessary to identify briefly in your subheadings the specific

Mark S. Hoplamazian
Hyatt Hotels Corporation  September 1, 2009 Page 5
risks to you that result from the noted facts or uncertainties, and then elucidate as needed to
provide details regarding each risk.  Potentia l investors should be able to understand what
the risk is and the resu lt of the risk as it spec ifically applies to you.
17. Please revise the introductory paragraph to de lete the phrase “any other risk not currently
known to us or that we currently deem immaterial .”  It is not appropria te to reference risks
not described in your document.
The hospitality industry is cyclical . . . ., page 13

18. Please revise to briefly describe  the duration of the cycles expe rienced by the industry in the
past.
19. Please revise to describe how the current phase  in the cycle is affecting your operations and
profitability.  Compare current conditions with conditions in the past.  If you believe your
profitability has in th e past been adversely affected by negative developments and cyclical
changes in the industry, please provi de appropriate disclosure.
We may be liable for losses under contractual commitments relating to acquisitions …, page 22
20. We note the specific example you have provided.  Please expand this risk factor to better
explain the risk to your bu siness that you may be liable for losses under contractual
commitments relating to acquisitio ns or alliances in the future .  Explain those risks and how
they may impact your business.

In any particular period, our expenses may not d ecrease at the same rate that our revenues may
decrease . . . ., page 23
21. Please expand this risk factor to discuss how  you have recently experienced a decline in
margins.  To that effect, we note your di scussion in your MD&A where you discuss your
declining revenues and you state that you expect to see the reduced margin levels you have
been experiencing to continue until revenues improve.  Your expanded disclosure should
quantify the impact on your business to the extent practicable.

While we believe that our cash balances  are invested conservatively …, page 32
If we are unable to assess favorably the eff ectiveness of our internal control …, page 37
22. Please remove the mitigating language from these risk factors.  Generally, you should limit
your Risk Factors section to an  identification and brief descri ption of each material risk.
You may elaborate on the factors employed to minimize identified material risks within
your Business section.

Mark S. Hoplamazian
Hyatt Hotels Corporation  September 1, 2009 Page 6  Anti-takeover provisions in our organizational documents and Delaware law …, page 37

23. This risk factor is too long because it provi des too much detail regarding the risk which
obscures the risk addressed.  Provi de just enough detail to highli ght the risk and present it in
context.  You may include the full discussi on of all related fact ors in the body of your
prospectus.  Please revise.

Special Note Regarding Forwar d-Looking statements, page 41
24. Please delete the sentence that reads “Y ou should not place undue reliance on forward-
looking statements.”  This phrase could be re ad as a disclaimer of information in your
filing.

Use of Proceeds, page 42
25. You disclose that as of June 30, 2009, you had cash and cash equivalents of $968 million,
and, after giving effect to the July 2009 amen dment and extension of our revolving credit
facility, committed and undrawn borrowing capac ity of $1.4 billion, all of which provides
you with resources for future growth.  We also note that you may offer up to $1.15 billion in the current public offering, the proceeds a portion of which will come to you.  You also have recently raised $600 million in a sale of  common stock to seven accredited investors in
May 2009 and approximately $759 million in a sale of common stock to existing
stockholders and certain of thei r affiliates in May 2009.  This  section of the prospectus
states that you intend to use th e net proceeds to you from this offering primarily for working
capital and other general corporate purposes, including capital expe nditures and that you
may use a portion of the net proceeds “for the acquisition of, or investment in, new
properties or businesses that complement our bus iness.”  Please specifically disclose any
current plans you have for the use of proceeds from this offering together with your current cash and cash equivalents.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page 49

 Overview, page 49

26. We note that you own some, but not all, of the 413 Hyatt-branded properties.  Please
disclose management’s rationale for deciding to  own some but not all of the Hyatt-branded
properties.
27. Please explain the concept of “select service brands.”

Mark S. Hoplamazian
Hyatt Hotels Corporation  September 1, 2009 Page 7  Principal Factors Affecting our Results of Operations, page 52

 Factors Affecting our Revenues, page 53

 Competition, page 54

28. You disclose that you have expanded “distribution channels” in an effort to attract guests.
Please explain what this concept means and de scribe both normal and expanded distribution
channels.

Agreements with third-party owners and franchis ees and relationships with developers, page 54
29. We note your disclosure on page 58 that indi cates your North American management and
franchising segment suffered an impairment ch arge for the six months ended June 30, 2009.
Please describe if any of your relationships with your third-party ow ners and franchisees
were adversely affected.

Access to capital, page 54
30. You disclose that the hospitality industry is  a capital intensive business that requires
significant amounts of capital expenditures to  renovate properties  and that you must
maintain and renovate the properties that  you own.  Please disclose who pays for
renovations conducted at Hyatt-branded pr operties owned by th ird-parties.

Expenses, page 54
 Principal Components, page 54

 Owned and leased hotel expenses, page 54

31. You state that expenses to operate your hotels include “r oom expense.”  Please briefly
explain this concept.

Results of Operations, page 57
32. As you do for revenues, please also consider providing a detailed table for other income
statement line items in this section of MD&A to  make it easier for an investor to understand
the current results of operations disclosure.
33. Please explain the concepts of “comparable owned hotels,” “comparable owned and leased
hotels” and “non-comparable hotels.”

Mark S. Hoplamazian
Hyatt Hotels Corporation  September 1, 2009 Page 8
34. In each section of MD&A where you provide period-on-period disclosure relating to
revenues and expenses, please disclose the r easons for the increases or decreases in
revenues and expenses.  For example:

• For the six months comparison of revenues on page 57, please specifically explain what
caused the reduction in management fees  in your management and franchising
segments.

• For the 2008 to 2007 comparison of revenues on page 62, please specifically explain
what caused the increase in other re venues from managed properties.

• For the 2007 to 2006 comparison of revenues on page 68, please specifically explain
what caused the increase in systemwide RevPAR of 11.1%.

• For the 2007 to 2006 comparison of owned and l