SecProbe.io

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 September 23, 2025

Joan Bottarini
Chief Financial Officer
Hyatt Hotels Corporation
150 North Riverside Plaza
8th Floor
Chicago, IL 60606

 Re: Hyatt Hotels Corporation
 Form 10-K for the year ended December 31, 2024
 Filed February 13, 2025
 Form 8-K
 Filed August 7, 2025
 File No. 001-34521
Dear Joan Bottarini:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

CORRESP
 1
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 150 N. Riverside Plaza
 Chicago, IL 60606

 September 4, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street N.E.

 Washington, D.C. 20549

 Attention:
 Ameen Hamady

 Kristina Marrone

 Division of Corporation Finance

 Office of Real Estate and Construction

 Re:
 Hyatt Hotels Corporation

 Form 10-K for the year ended December 31, 2024

 Filed February 13, 2025

 Form 8-K

 Filed August 7, 2025

 File No. 001-34521

 Dear Mr. Hamady and Ms. Marrone:

 Set forth below are the responses
of Hyatt Hotels Corporation (" HHC " or the " Company ") to the comments contained in the letter dated
August 20, 2025 (the " Comment Letter ") from the staff (the " Staff ") of the Securities and Exchange
Commission (the " Commission "). The Comment Letter relates to the Company's Annual Report on Form 10-K for
the Fiscal Year Ended December 31, 2024 (the " 2024 Form 10-K ") and Current Report on Form 8-K filed
on August 7, 2025 (the " Form 8-K "). For your convenience, the Staff's comments are reproduced in bold
type below and each Staff comment is followed by the Company's response thereto. The paragraph numbers below correspond to the numbered
paragraphs in the Comment Letter.

 Form 10-K for the year ended December 31,
2024

 Consolidated Statements of Income, page F-5

 1. Please present charges related to goodwill impairment in a separate line item in accordance with ASC
350-20-45-2.

 Response :

 In response to the Staff's comment, in future filings,
the Company will classify any future goodwill impairment charges, if material, within a separate financial statement line item on its
consolidated statements of income in accordance with the guidance in ASC 350-20-45-2. The Company respectfully submits that the requested
presentation would not materially change a user's understanding of the Company's results of operations for the year ended
December 31, 2024, as it believes the nature and amount of the impairment charges are adequately disclosed on page F-44 in Note
9 to the Company's Consolidated Financial Statements and page 82 in Management's Discussion and Analysis of Financial
Condition and Results of Operations.

 Note 3.
Revenue from Contracts with Customers, page F-27

 2. We note that 10% of your $125 million remaining performance obligations will be recognized in within
the next 12 months and the remaining thereafter. Please tell us in what periods you expect to recognize the remaining 90% thereafter and
how your current disclosures reflect the appropriate time bands for your arrangements. In that regard, please tell us how you considered
disclosure around revenue expected to be recognized within 1 year, 2 years etc. Refer to 606-10-50-13(b).

 Response :

 The Company respectfully informs the
Staff that when evaluating the guidance in ASC 606-10-50-13(b), the Company considered the materiality of its contracted revenue of $125
million compared to total revenues recognized of $6,648 million during the year ended December 31, 2024, which was approximately
2.0%. Further, the Company considered the extended length of time over which the contracted revenues are recognized, which is typically
over a period of approximately 1 to 20 years, and the level of uncertainty around the timing of revenue recognition.

 In response to the Staff's comment,
the Company will revise its disclosure in future filings as shown below to provide additional qualitative disclosure in order to provide
insight into the time period over which the Company's remaining performance obligations are expected to be recognized, which periods
may vary over time:

 "Revenue allocated to remaining
performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that
will be invoiced and recognized as revenue in future periods. Contracted revenue expected to be recognized in future periods was approximately
$125 million at December 31, 2024. This was primarily related to design services fees from third-party owners and initial application
fees from franchisees. Design services fees are recognized as revenues over multiple years, typically over a period of less than five
years, using the percentage-of-completion method based on the achievement of design and/or renovation or construction milestones, timing
of which is inherently uncertain. Initial application fees are recognized as revenues using the straight-line method over the initial
term of the franchise agreement, which is generally 20 years. Of the $125 million of contracted revenue, we expect to recognize approximately
10% within the next 12 months, with the remainder to be recognized thereafter."

 Given the uncertainty described above,
the Company believes its disclosed time bands of the next 12 months and thereafter represent how revenues associated with its remaining
obligations will ultimately be recognized and thus provide meaningful information to the users of the Company's disclosures. When
factoring in materiality, the Company believes this revised presentation complies with the guidance in ASC 606-10-50-13(b).

 Note 4. Debt and Equity Securities, page F-27

 3. We note that the Company recognized a pre-tax gain of $231 million related to the UVC Transaction.
Please tell us how the Company applied the guidance in ASC 810-10-40-5 and provide us with your calculation for measuring the deconsolidation
of your controlling financial interest that resulted in the gain and clarify whether the $914 million reduction in goodwill disclosed
on page F-44 relates to your accounting for the UVC Transaction.

 Response :

 The Company respectfully advises the
Staff that it deconsolidated the subsidiary at the date that the Company no longer held a controlling financial interest in the entity.
The Company applied the guidance in ASC 810-10-40-5 and calculated the gain at the date of deconsolidation as follows:

 Cash consideration
 received
 $ 80

 Fair value of the Company's
 retained noncontrolling investment
 20

 Fair value of guarantee liabilities (1)
 (86 )

 Amounts reclassified from accumulated
 other comprehensive loss
 (1 )

 Carrying value of UVC's
 net liabilities (2)
 229

 Transaction costs (3)
 (11 )

 Gain recognized in gains (losses)
 on sales of real estate and other
 $ 231

 (1) Relates to the Company's guarantee of its hospitality
venture partner's investment as well as an indemnification provided to the unconsolidated hospitality venture for obligations
the variable interest entity may incur as a result of pre-existing uncertain tax positions as of the date of deconsolidation. Please
refer to the disclosures beginning on page F-28 in Note 4 to the Company's Consolidated Financial Statements for more information.

 (2) Includes the disposal of $914 million of goodwill as disclosed
on page F-44 in Note 9 to the Company's Consolidated Financial Statements, $1,207 million of contract liabilities as disclosed
on page F-27 in Note 3 to the Company's Consolidated Financial Statements, and working capital accounts.

 (3) As disclosed on page F-12 in Note 1 to the Company's
Consolidated Financial Statements, the Company's accounting policy is to recognize transaction costs incurred during the period
of a completed disposition in gains (losses) on sales of real estate and other.

 Note 7. Acquisitions and Dispositions, page F-35

 4. We note the $336 preliminary value attributed to goodwill associated with the Bahia Principe acquisition
that closed on December 27, 2024. We also note from page F-28 that the goodwill associated with VIEs on the consolidated balance
sheets as of December 31, 2024 was only $147 million. Please reconcile these amounts. Given the proximity of the Bahia Principe closing
date to December 31, 2024, explain any factors that may have contributed to revisions of the preliminary goodwill estimate.

 Response :

 The Company respectfully informs the
Staff that as of December 31, 2024, the Company had $336 million of goodwill recorded related to the Bahia Principe transaction.
The Company's purchase consideration included the following:

 · The acquisition of 50% of the outstanding shares of Management Hotelero Piñero, S.L., which is
a variable interest entity (" VIE ") that the Company consolidates. The VIE manages Bahia Principe Hotels &
Resorts-branded properties and owns the Bahia Principe trade name. As of December 31, 2024, the preliminary fair value of goodwill
recorded on the consolidated VIE was $147 million, which included a $1 million foreign currency exchange loss; and

 · Expected synergies from the integration and future expansion of the Company's destination management
services and the Company's management of and licensing of the Bahia Principe brand to the Unlimited Vacation Club business at Bahia
Principe Hotels & Resorts-branded properties through separate contractual agreements. As of December 31, 2024, the preliminary
fair value of goodwill recorded outside of the VIE was $188 million. The Company respectfully advises the Staff that this goodwill was
not presented on page F-28 in Note 4 to the Company's Consolidated Financial Statements as it was recorded outside of the VIE.

 The Company confirms that no measurement
period adjustments were recorded between December 27, 2024 and December 31, 2024. During the three months ended March 31,
2025, the Company completed the evaluation of the agreements related the integration of the Company's destination management services
and the Unlimited Vacation Club business that the Company manages and determined that the agreements met the criteria to be recorded as
separately identifiable assets. Therefore, the Company recorded measurement period adjustments, including a $131 million net decrease
to goodwill, which comprised of a $10 million increase to goodwill recorded on the consolidated VIE and $141 million decrease to goodwill
recorded outside of the VIE, as further disclosed in Part I, Item 1, "Financial Statements-Note 6 to the Company's
Condensed Consolidated Financial Statements" of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2025. As a part of these updated disclosures, the Company clarified that the table summarizing the preliminary fair values
included both the fair values of the acquired VIE and other separately identifiable net assets acquired. Following the measurement period
adjustments, as of March 31, 2025, the preliminary fair value of goodwill recorded on the consolidated VIE was $163 million, which
included a $6 million foreign currency exchange gain, and the preliminary fair value of goodwill recorded outside of the VIE was $47 million.

 Form 8-K filed August 7, 2025

 Reconciliation of Non-GAAP Financial Measures,
page A-9

 5. We note your adjustment of "Fund (surpluses) deficits" in order to arrive at "Adjusted
net income attributable to Hyatt Hotels Corporation." Please tell us what consideration you gave to presenting the components of
the adjustment on a disaggregated basis. Your response should highlight all factors considered that would support and/or not support such
a presentation.

 Response :

 The Company respectfully advises the
Staff that fund surpluses and deficits consist of the following, all of which relate to contractual agreements with third-party hotel
owners:

 · Revenues and expenses associated with system-wide services and the loyalty program operated on behalf
of owners, which are recognized in revenues for reimbursed costs and reimbursed costs, respectively;

 · Depreciation expense of fixed assets for capital projects incurred on behalf of owners, which is recognized
in depreciation and amortization expenses; and

 · Interest income from marketable securities held for the loyalty program operated on behalf of owners,
which is recognized in other income (loss), net.

 Within Adjusted net income attributable
to Hyatt Hotels Corporation, the Company also separately discloses the utilization of Avendra and other proceeds as a special item, which
are recognized in reimbursed costs and depreciation and amortization expenses. As the amounts that comprise the fund surpluses and deficits
are not limited to amounts recognized in revenues for reimbursed costs and reimbursed costs, the Company believes that presenting fund
surpluses and deficits in one line item provides better transparency as to the position of the funds for the periods presented. The Company
presents fund surpluses and deficits together as a special item as contractually the Company does not provide services or operate the
related programs to generate a profit or bear a loss over the long term. If the Company collects amounts in excess of amounts spent, it
has a commitment to its hotel owners to spend these amounts on the related system-wide services and programs. Additionally, if the Company
spends in excess of amounts collected, it has a contractual right to adjust future collections or expenditures to recover prior-period
costs. These timing differences are due to the Company's discretion to spend in excess of revenues earned or less than revenues
earned in a single period to ensure that the system-wide services and programs are operated in the best long-term interests of its hotel
owners. Over the long term, these programs and services are not designed to impact the Company's economics, either positively or
negatively, and instead are designed to result in a cumulative break-even balance. Therefore, the Company presents fund surpluses and
deficits together as a special item in order to exclude the net impact when evaluating period-over-period changes in the Company's
operating results and in Adjusted net income attributable to Hyatt Hotels Corporation, as it believes this presentation is more useful
and provides better transparency to the users of the Company's disclosures.

 The Company acknowledges that the footnote
included with the fund (surpluses) deficits line item inadvertently excluded the reference to other income (loss), net when discussing
2025 activity. In response to the Staff's comment, in future filings, the Company will revise its disclosure as shown below to include
the amounts recognized in the respective financial statement line items as well as include reference to other income (loss), net:

 "During Q2 2025 and Q2 2024,
we recognized net surpluses and during YTD 2025 and YTD 2024, we recognized net deficits, which we intend to recover in future periods,
on certain funds due to the timing of revenue and expense recognition. During Q2 2025 and YTD 2025, this fund activity was recognized
in revenues for reimbursed costs ($945 million and $1,831 million), reimbursed costs ($944 million and $1,842 million), depreciation and
amortization expenses ($4 million and $9 million), and other income (loss), net ($8 million and $13 million), and during Q2 2024 and YTD
2024, this fund activity was recognized in revenues for reimbursed costs ($842 million and $1,644 million), reimbursed costs ($849 million
and $1,679 million), and other income (loss), net ($8 million and $16 million) on our condensed consolidated statements of income (loss)."

 Kindly direct any questions you may have to the
undersigned at (312) 750-1234. Thank you.

 Very truly yours,

 /s/
 Joan Bottarini

 Joan Bottarini

 Executive Vice President, Chief Financial Officer

 Hyatt Hotels Corporation

 cc:
 Mark S. Hoplamazian, Hyatt Hotels Corporation

 Margaret C. Egan, Hyatt Hotels Corporation

 Kinsey Wolf, Hyatt Hotels Corporation

 Analisa Padilla, Hyatt Hotels Corporation

 Cathy A. Birkeland, Latham & Watkins LLP

 Alexa Berlin, Latham & Watkins LLP

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<TEXT>
 August 20, 2025

Joan Bottarini
Chief Financial Officer
Hyatt Hotels Corporation
150 North Riverside Plaza
8th Floor
Chicago, IL 60606

 Re: Hyatt Hotels Corporation
 Form 10-K for the year ended December 31, 2024
 Filed February 13, 2025
 Form 8-K
 Filed August 7, 2025
 File No. 001-34521
Dear Joan Bottarini:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2024
Consolidated Statements of Income, page F-5

1. Please present charges related to goodwill impairment in a separate line
item in
 accordance with ASC 350-20-45-2.
Note 3. Revenue from Contracts with Customers, page F-27

2. We note that 10% of your $125 million remaining performance obligations
will be
 recognized in within the next 12 months and the remaining thereafter.
Please tell us in
 what periods you expect to recognize the remaining 90% thereafter and
how your
 current disclosures reflect the appropriate time bands for your
arrangements. In that
 regard, please tell us how you considered disclosure around revenue
expected to be
 recognized within 1 year, 2 years etc. Refer to 606-10-50-13(b).
 August 20, 2025
Page 2

Note 4. Debt and Equity Securities, page F-27

3. We note that the Company recognized a pre-tax gain of $231 million
related to the
 UVC Transaction. Please tell us how the Company applied the guidance in
ASC 810-
 10-40-5 and provide us with your calculation for measuring the
deconsolidation of
 your controlling financial interest that resulted in the gain and
clarify whether the
 $914 million reduction in goodwill disclosed on page F-44 relates to
your accounting
 for the UVC Transaction.
Note 7. Acquisitions and Dispositions, page F-35

4. We note the $336 preliminary value attributed to goodwill associated
with the Bahia
 Principe acquisition that closed on December 27, 2024. We also note from
page F-28
 that the goodwill associated with VIEs on the consolidated balance
sheets as of
 December 31, 2024 was only $147 million. Please reconcile these amounts.
Given the
 proximity of the Bahia Principe closing date to December 31, 2024,
explain any
 factors that may have contributed to revisions of the preliminary
goodwill estimate.
Form 8-K filed August 7, 2025
Reconciliation of Non-GAAP Financial Measures, page A-9

5. We note your adjustment of "Fund (surpluses) deficits" in order to
arrive at "Adjusted
 net income attributable to Hyatt Hotels Corporation." Please tell us
what consideration
 you gave to presenting the components of the adjustment on a
disaggregated basis.
 Your response should highlight all factors considered that would support
and/or not
 support such a presentation.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Ameen Hamady at 202-551-3891 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
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CORRESP
 1
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 CORRESP

 330 North Wabash Avenue

 Suite 2800

 Chicago, Illinois 60611

 Tel: +1.312.876.7700 Fax: +1.312.993.9767

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin

 Milan

 Beijing

 Munich

 Boston

 New York

 Brussels

 Orange County

 Century City

 Paris

 March 19, 2025

 Chicago

 Riyadh

 Dubai

 San Diego

 Düsseldorf

 San Francisco

 Frankfurt

 Seoul

 Hamburg

 Silicon Valley

 Hong Kong

 Singapore

 Houston

 Tel Aviv

 London

 Tokyo

 Los Angeles

 Washington, D.C.

 Madrid

 Blake Grady Division of
Corporation Finance Office of Mergers & Acquisitions
 U.S. Securities and Exchange Commission 100 F Street, N.E.
 Washington, DC 20549-6010 Attention:

 Re:
 Hyatt Hotels Corporation
 Playa Hotels & Resorts N.V.
 Schedule TO-T filed February 24, 2025 by Hyatt Hotels Corporation
 File No. 005-89908
 Dear Mr. Grady: On behalf of our client,
Hyatt Hotels Corporation (“ Parent ”), we submit this letter in response to comments from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) received by letter dated
March 4, 2025, concerning the above referenced Schedule TO-T (as previously amended or supplemented, the “ Schedule TO ”) filed with the Commission on February 24, 2025 by Parent and
HI Holdings Playa B.V. (the “ Buyer ”). In conjunction with this letter, Parent and Buyer are filing Amendment No. 2
to the Schedule TO (“ Amendment No. 2 ”). The Amendment No. 2 reflects revisions made in response to the comments of the Staff.
 For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. Parent has
also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Schedule TO.

 March 19, 2025
 Page
 2

 Schedule TO-T filed February 24, 2025; Offer to
Purchase General

 1.
 Please provide us with a legal analysis explaining why Rule 13e-3
is inapplicable to the transaction. In your response, please address why Parent should not be considered an “affiliate,” as defined in Rule 13e-3(a)(1), given that, among other matters: Parent
beneficially owns 9.4% of Playa’s outstanding shares; provisions in Parent’s franchise agreements with Playa give Parent the right to terminate such agreements if certain persons obtain and retain more than a specified percentage of
Playa’s ordinary shares; and approximately half of Playa’s owned resorts appear to be under Parent brands. Refer to the definition of “control” in Rule 12b-2, which include “the
possession... of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of securities, by contract or otherwise.”
 Response : Parent and Buyer acknowledge the Staff’s comment and respectfully advise the Staff that, after careful consideration of
Rule 13e-3 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), Rule 13e-3 does not apply to the current transaction because
(a) Parent does not control and is not an affiliate of Playa Hotels & Resorts N.V. (“ Playa ”), (b) Parent is not under common control with Playa, and (c) the Offer and other transactions contemplated by the
Purchase Agreement were negotiated at arm’s-length and do not implicate the policy concerns of Rule 13e-3 of the Exchange Act.
 Rule 13e-3 of the Exchange Act applies to transactions to acquire securities of an issuer by the
issuer or an affiliate of the issuer. Rule 13e-3(a)(1) defines an affiliate of an issuer as “a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under
common control with such issuer.” Rule 12b-2 of the Exchange Act defines “control” to include “the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” We note that the element of “control” that is fundamental to the concept of “affiliate” as defined by Rule 13e-3 is dependent upon specific facts and circumstances.

 (a)
 Parent does not control and is not an affiliate of Playa.
 Parent has no ability, directly or indirectly, to direct or cause the direction of the management or policies of Playa, through ownership of
voting securities, contract or otherwise. Thus, Parent does not control Playa and is not an affiliate of Playa.

 •

 Parent’s equity ownership of Playa is limited and does not give Parent control over the management and
policies of Playa . It is generally understood that beneficial ownership above 10% of a class of voting securities or having a right to appoint a director to a company’s board of directors requires special scrutiny of the facts and
circumstances of the relationship to determine whether or not a person is an affiliate—as described in this bullet point and the bullet point below, neither of these factors (ownership above 10% or board representation) exist with respect to
Parent’s relationship with Playa. As described in the section of the Offer to Purchase entitled “Certain Information Concerning Parent, Buyer and Certain Related Persons,” as of February 9, 2025 Parent beneficially owns
12,143,621 Shares, or 9.4%, of the issued and outstanding Shares, all of which are held in record name by Buyer. Parent is a

 March 19, 2025
 Page
 3

long-term shareholder of Playa, as it first acquired Shares on July 15, 2013, prior to Playa becoming a public company. In connection with Playa’s business combination with Pace
Holdings Corporation in March 2017, Parent’s equity ownership of Shares was diluted and Parent indicated in Note 4 “Marketable Securities” to its 2017 audited financial statements included in its Form
 10-K filed on February 15, 2018 that “[a]s we no longer have the ability to significantly influence [Playa], our investment was recharacterized as an Available For Sale equity security in March
2017.” Parent has not acquired any Shares in exchange for additional cash investment since July 15, 2013 and its equity ownership has only increased or decreased, from time to time, due to Parent’s participation in Playa’s
warrant exchange offer in 2017 and fluctuations in the number of Playa’s outstanding Shares (which Parent had no control over). Parent’s current equity ownership of less than 10% of the outstanding Shares does not permit it to direct Playa
management or policies and Parent has included the statement noted above in Note 4 – “Marketable Securities” to its audited financial statements every year since 2017. Furthermore, this percentage ownership is not sufficient to enable
Parent, acting alone, to approve any action as a shareholder of Playa or to cause Playa to take any action. As disclosed in the section entitled “Security Ownership of Certain Beneficial Owners and Management” of Playa’s preliminary
proxy statement on Schedule 14A filed on March 3, 2025, Parent is not Playa’s largest shareholder, and is only one of four separate, unaffiliated shareholders who each beneficially own between 8.6% and 9.8% of the outstanding Shares,
further indicating that Parent’s individual capability to approve any action as a shareholder or otherwise direct or cause the direction of the management and policies of Playa is limited. We also note that Playa includes the Shares
beneficially owned by Parent in its calculation of the market value of shares held by non-affiliates on the cover page of its Annual Report on Form 10-K for the fiscal
year ended December 31, 2024, and Playa has advised Parent that it does not consider Parent or Buyer to be an “affiliate.”

 •

 Parent currently has no representation on, or ability to appoint or remove members of, the Playa Board and
previously voluntarily removed its representative from the Playa Board in August 2021 . Pursuant to a Shareholder Agreement dated as of March 10, 2017, by and among Playa, Buyer, TPG Pace Sponsor, LLC, Cabana Investors B.V. and Playa Four
Pack, L.L.C. (the “ Shareholder Agreement ”), Parent previously had the right to designate one director to the Playa Board for as long as Parent held more than 7,500,000 Shares. Despite the existence of this right, Parent waived this
right on August 18, 2021 and the Shareholder Agreement (and Parent’s board designation right) expired in May 2022. On August 18, 2021, Parent voluntarily removed its then-designee from the Playa Board and no Parent designee has been
appointed to the Playa Board since that time. Parent accordingly has had no access to nonpublic information and other materials

 March 19, 2025
 Page
 4

available to Playa Board members since August 2021. Notably, Parent elected to remove its designee from the Playa Board at that time due to Parent’s view that its then-recently announced
proposed acquisition of Apple Leisure Group (which was thereafter consummated) resulted in Parent and Playa being in direct competition with one another (i.e., in stark contrast to an assertion that Parent and Playa may be affiliated with one
another), and therefore it was inappropriate for Parent to retain Board representation going forward. As Playa disclosed in its Current Report on Form 8-K filed with the SEC on August 20, 2021, Charles
Floyd, Parent’s designee on the Playa Board, “submitted his resignation from the Company’s board of directors on August 17, 2021, effective August 18, 2021, in order to avoid any perceived conflicts of interest resulting
from Hyatt Hotels’ recently proposed acquisition of Apple Leisure Group.” The Shareholder Agreement and the corresponding director designation right terminated by its terms in May 2022.

 •

 Parent is not an affiliate of any Playa management . Parent is not an affiliate of any of Playa’s
current executive officers. The Playa Board appoints the executive officers of Playa, and the Playa Board is independent from Parent. Parent has no input or oversight into the hiring, firing or compensation of, the directions or orders given to, or
any other matter related to, any of Playa’s employees, including its current executive officers.

 •

 Parent has no veto or other rights over Playa actions . Parent has no right, contractual or otherwise, to
veto any action of the Playa Board or Playa management or to require the Playa Board or Playa management to take or refrain from taking any action. There are no contractual or other arrangements between Parent and Playa granting Parent the power to
direct or cause the direction of management and policies of Playa.

 •

 Parent’s commercial and contractual relationships with Playa do not provide Parent with control of Playa
or any rights to access key information of or relating to Playa . Parent and its subsidiaries have a commercial relationship with Playa that is governed by franchise agreements and related service agreements with each Playa subsidiary that owns a
resort operating under one or both of the Hyatt All-Inclusive Resorts brands (“ Resort Owners ”). These agreements govern those specific resorts, and in that regard they (i) allow the
Resort Owners to use Parent’s hotel system for those resorts, (ii) set system standards to build or convert and operate such resorts and (iii) provide for Parent’s ongoing training, guidance, and marketing assistance to the
Resort Owners for such resorts. Parent acknowledges that these franchise agreements are material to Playa. Based on
information provided by Playa and reported in its Annual Report on Form 10-K for the period ended December 31, 2024, eight of the 24 properties owned and/or managed by Playa (which also represents eight
of the 16 properties owned by Playa), and approximately 37% of Playa’s owned and

 March 19, 2025
 Page
 5

operated rooms, are Hyatt-branded and covered by the franchise agreements. Importantly, however, and regardless of whether Playa owns or manages the property, such franchise agreements do not
provide Parent with control of Playa. Under the franchise agreements, Parent’s role is limited to setting and enforcing its own brand standards and providing Playa with access to Parent’s system-wide components such as Parent’s
reservation system and loyalty program. Playa, as franchisee of these resorts, continues to operate and make all decisions relating to the management of its properties. Notably, these franchise agreements provide Parent (as franchisor) with far
fewer rights and access with respect to these resorts as compared to Parent’s hotel management agreements that it often enters into with other third parties—such management agreements typically give Parent the right to operate properties
as an agent of the third party property owner and make the material business decisions with respect to the property in exchange for a management fee. This level of managerial and operational oversight is not a feature of Parent’s
franchise agreements with Playa, which largely limit Parent’s and Playa’s relationship in respect of the applicable resorts to brand usage, guidance, training and ancillary assistance. Parent and Playa elected to govern their relationship
for these resorts under franchise agreements (instead of management agreements) because Playa—as an owner and operator of all-inclusive hotels—did not need Parent’s management and operational
oversight and expertise. Therefore, the parties intentionally limited Parent’s role accordingly. The franchise agreements do not
provide Parent with the power to direct or cause the direction of the management or policies of Playa as a whole. Specifically, the franchise agreements do not give Parent (i) any rights to have representatives on the Playa Board, (ii) any
right of first refusal or veto right with respect to a strategic transaction involving Playa, (iii) the ability to restrict or otherwise limit the operation of Playa’s business, other than certain property-level matters in a manner that is
consistent with Parent’s brand standards as set out in the relevant franchise agreements (and then solely with respect to eight of Playa’s properties), (iv) the ability to restrict or otherwise limit Playa’s ability to issue
securities, incur debt or otherwise raise capital to fund its operations, or (v) the ability to restrict or otherwise limit Playa’s ability to expand, reduce, or restructure its operations.
 Parent has no right, contractual or otherwise, to access any non-public information of Playa that
provides visibility or insight into Playa strategy, Playa-level financial information or other material matters that would be relevant to a potential purchaser of Playa. Parent has a limited right to financial information for each property (not for
Playa itself) for the purpose of confirming the calculation of franchise fees payable to Parent’s affiliates under the franchise agreements. However, Parent has never exercised its rights to require financial statements and other property level
reports from the Resorts Owners given that Playa is a strong, independent franchisee and operator.

 March 19, 2025
 Page
 6

 Additionally, Parent’s franchise agreements with the Resort Owners and their respective
terms are consistent with Parent’s franchise agreements with other parties and are common in the hospitality industry—they do not provide Parent with meaningful contractual rights that are distinct from rights that would typically be found
in hotel franchise agreements. In this regard, Playa has similar relationships with third parties other than Parent, including Hilton Worldwide Holdings Inc. and Wyndham Hotels & Resorts, Inc., with respect to a majority of its properties.
 Parent’s franchise agreements with the Resort Owners give Parent the right to terminate such agreements in limited situations in
which Playa has breached the agreements. Specifically, Playa would breach the agreements and be subject to liquidated damage payments to Parent in the event that (i) certain competitors of Parent o

Mailstop 3233

August 27, 2018

Via E -Mail
Elizabeth Bauer
Senior Vice President, Corporate Controller and Chie f Accounting Officer
Hyatt Hotels Corporation
150 North Riverside Plaza, 8th Floor
Chicago, IL  60606

Re: Hyatt Hotels Corporation
 Form 10-K for the fiscal year ended December 31, 2017
Filed February 15, 2018
File No. 1 -34521

Dear Ms. Bauer :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Rea l Estate and
Commodities

CORRESP
1
filename1.htm

CORRESP

 150 North Riverside Plaza

Chicago, IL 60606

 August 17, 2018

 VIA
EDGAR

 Securities and Exchange Commission

 100 F.
Street N.E.

 Washington, D.C. 20549

 Attention:

 Jennifer Monick

 Assistant Chief
Accountant

 Office of Real Estate and Commodities

 Division of
Corporation Finance

 Re: Hyatt Hotels Corporation

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed February 15, 2018

File No. 1-34521

Form 8-K filed July 31, 2018

File No. 1-34521

Dear Ms. Monick:

 Set forth below are the
responses of Hyatt Hotels Corporation (“HHC” or the “Company”) to the comments contained in the letter dated August 7, 2018 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”). The Comment Letter relates to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2017 (the
“2017 Form 10-K”) and Current Report on Form 8-K filed on July 31, 2018 (the “Form 8-K”).
For your convenience, the Staff’s comments are reproduced in bold type below and each Staff comment is followed by the Company’s response thereto. The paragraph numbers below correspond to the numbered paragraphs in the Comment Letter.

 Form 10-K for the fiscal year ended December 31, 2017

Note 15. Stockholders’ Equity and Comprehensive Loss

Accumulated Other Comprehensive Loss, page F-43

1.
 We note your convertible redeemable preferred shares of Playa were redeemed during 2017. Please clarify for
us if you had any unrealized gains or losses that were recorded in accumulated other comprehensive income prior to the redemption. To the extent you had unrealized gains or losses, please tell us how you determined it was not necessary to reflect a
reclassification of these unrealized gains or losses in the amounts reclassified from accumulated other comprehensive income column in your table on page F-43. Please refer to ASC 220-10.

 Response:

The Company respectfully advises the Staff that, as of January 1, 2017, the Company had $54 million ($33 million net of tax) of
unrealized gains recorded in accumulated other comprehensive loss related to the Company’s investment in the convertible redeemable preferred shares of Playa. The redemption in March of 2017 resulted in a total loss of $94 million, of
which $54 million ($33 million net of tax) was an unrealized loss representing the reversal of the previously recorded unrealized gains that are included in the “Current Period Other Comprehensive Income (Loss) Before
Reclassification” column on page F-43, and $40 million was a realized loss recognized in the consolidated statements of income disclosed on page F-51. The
Company evaluated its presentation of these amounts in accordance with ASC 220-10 and did not include $54 million ($33 million net of tax) in the “Amounts Reclassified From Accumulated Other
Comprehensive Loss” column as these amounts were not recorded through the consolidated statements of income. Although ASC 220-10 does not provide specific guidance on how to present the re-measurement of securities during the period of redemption, the Company acknowledges that including the $40 million ($25 million net of tax) realized loss in both the “Current Period Other
Comprehensive Income (Loss) Before Reclassification” and the “Amounts Reclassified From Accumulated Other Comprehensive Loss” columns in the table on page F-43 would result in a more complete
presentation. The Company believes there are no material omissions of disclosure in the consolidated financial statements related to the redemption of the convertible preferred shares. The related impacts of the redemption are transparent in the
footnote disclosures on pages F-22 and F-23. In response to the Staff’s comment, in future quarterly and annual filings, as appropriate, we will include the
$40 million ($25 million net of tax) realized loss in both the “Current Period Other Comprehensive Income (Loss) Before Reclassification” and the “Amounts Reclassified From Accumulated Other Comprehensive Loss” columns
in the table on page F-43.

 Form 8-K filed July 31, 2018

 Exhibit 99.1

 Segment
Financial Summary

2.
 We note your tabular disclosure of adjusted revenues. This measure appears to be a non- GAAP measure. In future earnings releases, please reconcile adjusted revenues to the most directly comparable GAAP measure. Further, please disclose why this measure provides useful information to investors.
Please refer to Item 10(e) of Regulation S-K.

 Response:

In response to the Staff’s comment, the Company will reconcile adjusted revenues in tabular format to the most directly comparable GAAP
measure in future earnings releases and will disclose why this measure is useful to investors.

 Kindly direct any questions you may have to the
undersigned at (312) 780-5396. Any additional comments may be sent via pdf to elizabeth.bauer@hyatt.com. Thank you.

Very truly yours,

 /s/ Elizabeth Bauer

Elizabeth Bauer

 Senior Vice President, Corporate Controller and
Chief Accounting Officer

 Hyatt Hotels Corporation

cc:
 Mark Rakip, Division of Corporation Finance

Mark S. Hoplamazian, Hyatt Hotels Corporation

Patrick Grismer, Hyatt Hotels Corporation

Margaret Egan, Hyatt Hotels Corporation

Michael A. Pucker, Latham & Watkins LLP

Cathy A. Birkeland, Latham & Watkins LLP

Mailstop 3233

August 7, 2018

Via E -Mail
Elizabeth Bauer
Senior Vice President, Corporate Controller and Chie f Accounting Officer
Hyatt Hotels Corporation
150 North Riverside Plaza, 8th Floor
Chicago, IL  60606

Re: Hyatt Hotels Corporation
 Form 10-K for the fiscal year ended December 31, 2017
Filed February 15, 2018
File No. 1 -34521

Dear Ms. Bauer :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
informa tion or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments .

Form 10 -K for the fiscal year ended December 31, 2017

Note 15. Stockholders’ Equity and Comprehensive Loss

Accumulated Other Comprehensive Loss , page F -43
1. We note your convertible redeemable preferred shares of Playa were redeemed during
2017.  Please clarify for us if you had any unrealized gains or losses that were recorded in
accumulated other comprehensive income prior to the redemption.  To the extent you had
unrealized gains or losses, please tell us how you determined it was not nec essary to
reflect a reclassification of these unrealized gains or losses in the amounts reclassified
from accumulated other comprehensive income column in your table on page F -43.
Please refer to ASC 220 -10.

Elizabeth Bauer
Hyatt Hotels Corporation
August 7, 2018
Page 2

 Form 8 -K filed July 31 , 2018

Exhibit 99.1

Segment Financial Summary
2. We note your tabular disclosure of adjusted revenues.  This measure appears to be a non -
GAAP measure.  In future earnings releases, please reconcile adjusted revenues to the
most directly comparable GAAP measure.  Further, please d isclose why this measure
provides useful information to investors.  Please refer to Item 10(e) of Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Mark Rakip, Staff Accountant at 202.551. 3573 or the undersigned at
202.551.3295 with any questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate and
Commodities

June 9, 2015

Via E -mail
Mr. Atish Shah
Chief Financial Officer
71 South Wacker Drive
12th Floor
Chicago, IL 60606

Re: Hyatt Hotels Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 18, 2015
File No. 1 -34521

Dear Mr. Shah :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are res ponsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

CORRESP

 Brad O’Bryan

 Senior Vice
President

 Corporate Controller, & CAO

 71 South Wacker Drive

 Chicago, IL 60606
USA

 T: +1 312.780.5726

F: +1 312.780.5280

 brad.o’bryan@hyatt.com

 June 5, 2015

 VIA
EDGAR

 Securities and Exchange Commission

 100 F.
Street N.E.

 Washington, D.C. 20549

Attention:
Daniel L. Gordon

 Senior Assistant Chief Accountant

Division of Corporation Finance

Re: Hyatt Hotels Corporation

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed February 18, 2015

File No. 1-34521

 Dear
Mr. Gordon:

 Set forth below are the responses of Hyatt Hotels Corporation (“HHC” or the “Company”)
to the comments contained in the letter dated May 22, 2015 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Comment Letter
relates to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2014 (the “2014 Form 10-K”). For your convenience, the Staff’s comments are reproduced in bold type below and each Staff
comment is followed by the Company’s response thereto. The paragraph numbers below correspond to the numbered paragraphs in the Comment Letter.

Hyatt Gold Passport Fund, page F-15

1.
We note your disclosure that the Hyatt Gold Passport Fund is determined to be a VIE, which you consolidate as a result of being the primary beneficiary. Please tell us your consideration for presenting the assets and
liabilities of consolidated VIE separately on the face of the consolidated balance sheets in accordance with ASC 810-10-45-25.

 Response:

The Company respectfully advises the Staff that it has disclosed the total assets and liabilities of the Hyatt Gold Passport Fund (the
“Fund”) within Note 2 of the Company’s consolidated financial statements. The Fund’s assets are primarily comprised of marketable securities and the Fund’s liabilities primarily relate to the future redemption
obligation. The balances and financial statement classification for the marketable securities and future redemption obligation are disclosed within Notes 2, 4, and 13 of the Company’s consolidated financial statements. As the material assets
and liabilities of the Fund are disclosed within the footnotes to the Company’s consolidated financial statements, we do not believe separate presentation on the consolidated balance sheets would provide additional meaningful information to a
reader of the financial statements.

2.
We note that the obligation related to the Hyatt Gold Passport loyalty program is actuarially determined based on historical experience, which includes an estimate of the breakage for points that will never be
redeemed. Please explain to us how you determine when the likelihood of redemption becomes remote and tell us the amounts of breakage for the periods presented. To the extent the breakage amounts are material, disclose the amounts of breakage in
future filings.

 Response:

The Company respectfully advises the Staff that it utilizes a third party actuary to estimate the obligation related to the Hyatt Gold Passport
loyalty program. The estimate is based on assumptions that include a projection of ultimate usage based, in part, on historical redemption patterns as well as trends in the program that are expected to impact future behavior.

As of December 31, 2014 and December 31, 2013, the amount of breakage assumed in the estimation of the obligation related to the
Hyatt Gold Passport loyalty program amounts to approximately $450 million and $362 million, respectively. As of December 31, 2014 and December 31, 2013, a 10% decrease in the breakage assumption would have resulted in an increase in the
redemption liability of approximately $45 million and $36 million, respectively. The Company is prepared to disclose the requested information in future filings but believes sensitivity disclosure relating to changes in breakage assumptions to be a
more meaningful form of disclosure and is consistent with disclosures made by others in the Company’s industry. The Company therefore respectfully requests that the Staff allow the Company to provide sensitivity disclosure relating to breakage
assumptions in future filings in lieu of the requested information.

3.
In addition to above, please also include disclosure in your MD&A to describe the impact of the program to your results of operations, if material.

Response:

 The Company
respectfully advises the Staff that because the vast majority of Gold Passport activity has historically related to managed and franchised properties, the impact of the Hyatt Gold Passport loyalty program is not material to the Company’s
results of operations and therefore we have not disclosed within MD&A. If in a future period, the Hyatt Gold Passport loyalty program has a material impact to the Company’s results of operations, the Company will include disclosure in
MD&A.

 Self insurance, page F-47

4.
In future periodic filings, please disclose a roll forward of your insurance reserves for each year presented. The roll forward should include the amount of incurred claims, any changes in the provision for prior
year events, and the amount of payments made.

 Response:

The Company respectfully advises the Staff that it does not believe the insurance reserves are material to the Company’s consolidated
financial statements. As of December 31, 2014, the insurance reserves liability, as disclosed within Note 15 of the Company’s consolidated financial statements, represents approximately 2% of the Company’s total outstanding
liabilities balance. Further, as the majority of the insurance reserves relate to insurance maintained for the benefit of the Company’s managed properties, the majority of the expenses related to changes in the insurance reserves are recorded
through other costs from managed properties with a corresponding offset in other revenues from managed properties, therefore resulting in an immaterial impact to the Company’s operations. As a result, we respectfully advise the Staff that we do
not believe incremental disclosure related to the Company’s insurance reserves would be meaningful and, therefore, we respectfully request that the Staff reconsider its request that we include such disclosure in future periodic filings.

The Company hereby acknowledges that:

(a)
The Company is responsible for the adequacy and accuracy of the disclosure in its 2014 Form 10-K (the “Filing”);

(b)
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filing; and

(c)
The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Kindly direct any questions you may have to the undersigned at (312) 780-5726. Any additional comments may be sent via facsimile to the undersigned at
(312) 780-5280. Thank you.

 Very truly yours,

 /s/ Bradley O’Bryan

Bradley O’Bryan

Senior Vice President, Corporate Controller & CAO

Hyatt Hotels Corporation

cc:
Isaac Esquviel, Division of Corporation Finance

 Mark S. Hoplamazian, Hyatt Hotels Corporation

 Atish Shah, Hyatt Hotels Corporation

Rena Hozore Reiss, Hyatt Hotels Corporation

Michael A. Pucker, Latham & Watkins LLP

Cathy A. Birkeland, Latham & Watkins LLP

David Abdallah, Deloitte & Touche LLP

May 22, 2015

Via E -mail
Mr. Atish Shah
Chief Financial Officer
71 South Wacker Drive
12th Floor
Chicago, IL 60606

Re: Hyatt Hotels Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2014
Filed February 18, 2015
File No. 1 -34521

Dear Mr. Shah :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments a pply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Hyat t Gold Passport Fund, page F -15

1. We note your disclosure that the Hyatt Gold P assport Fund is determined to be a VIE,
which you consolidate as a result of being the primary beneficiary.  Please tell us your
consideration for presenting the assets and liabilities of consolidated VIE separately on
the face of the consolidated balance sheets in accordance with ASC 810 -10-45-25.

2. We note that the obligation related to the Hyatt Gold Passport loyalty program is
actuarially determined based on historical experience, which includes an estimate of the
breakage for points that will never be r edeemed.  Please explain to us how you determine
when the likelihood of redemption becomes remote and tell us the amounts of breakage
for the periods presented. To the extent the breakage  amounts are material, disclose the
amounts of breakage  in future fil ings.

3. In addition to above, please also include disclosure in your MD&A to describe the impact
of the program to your results of operations, if material.

Mr. Atish Shah
Hyatt Hotels Corporation
May 22, 2015
Page 2

 Self insurance, page F -47

4. In future periodic filings, please disclose a roll forward of your insurance reserves for
each year presented. The roll forward should include the amount of incurred claims, any
changes in the provision for prior year events, and the amount of payments made.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Isaac Esquviel, Staff Accountant, at (202) 551 -3395 or me at (202) 551 -
3486 with any questions.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant

May 8 , 2014

Via E -mail
Gebhard F. Rainer
Executive Vice President and Chief Financial Officer
Hyatt Hotels Corporation
71 South Wacker Drive, 12th Floor
Chicago, IL 60606

Re: Hyatt Hotels Corporation
 Form 10 -K for the Year Ended December 31 , 2013
 Filed February 18 , 201 4
File No. 001-34521

Dear M r. Rainer :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 Gebhard Rainer

 Executive Vice
President

 and Chief Financial Officer

 71 South Wacker Drive

 Chicago, IL 60606
USA

 T: +1 312-780-5701

 F: +1 312-780-5282

Gebhard.rainer@hyatt.com

             May 2, 2014

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street N.E.

 Washington DC 20549

Attention:

 Daniel L. Gordon

 Branch Chief

Division of Corporation Finance

Re:

 Hyatt Hotels Corporation

 Form 10-K
for the Year Ended December 31, 2013 Filed February 18, 2014

 File No. 001-34521

 Dear Mr. Gordon:

Set forth below are the responses of Hyatt Hotels Corporation (the “Company”) to the comments contained in the letter dated
April 22, 2014 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Comment Letter relates to the Company’s Annual Report
on Form 10-K for the Fiscal Year Ended December 31, 2013 (the “2013 Form 10-K”). For your convenience, the Staff’s comments are reproduced in bold type below and each Staff comment is followed by the
Company’s response thereto.

 Form 10-K for the Year Ended December 31, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 58

1.
We note your disclosure on page 62 that bookings for 2014 and beyond showed strength throughout the year and you expect to see further improvements in group business going forward. In future Exchange Act periodic
reports, please revise to more specifically describe any material trends in bookings, including group bookings as applicable.

Response:

 In response to
the Staff’s comment, the Company will disclose any material trends in bookings, including group bookings as applicable, in future filings.

 Segment Results, page 70

2.
We note your disclosure on page 70 that you removed seven full service and three select service properties from the comparable owned and leased hotel results and moved them to the non-comparable owned and leased
hotel results. We further note your disclosure on page 64 that you sold seven full service properties and four select service properties in 2013. In future Exchange Act periodic reports, for clarification, please disclose the reasons for removing
properties from the comparable owned and leased hotels pool.

 Response:

In response to the Staff’s comment, in future filings the Company will disclose the reasons for removing properties from the comparable
owned and leased hotels pool.

 Capital Expenditures, page 85

3.
Please revise your disclosure related to capital expenditures in future filings to discuss significant variances or trends in your expenditures, and in your response to us, please tell us the reason for the decrease
in enhancements to existing properties from $226 million during 2011 to $153 million during 2012 to $81 million during 2013.

Response:

 In response to
the Staff’s comment, the Company will discuss significant variances or trends in our capital expenditures in future filings to the extent meaningful and material. In addition, the Company respectfully advises the staff that the enhancements to
existing properties will fluctuate based on the type of properties that are under renovation and the extent of renovations that are occurring at those properties. During 2011, five full service hotels underwent significant renovations, which
included renovations to public areas, lobbies, guest rooms, ballrooms and meeting spaces. The Company spent $147 million on these five properties in 2011, or 65% of our total spend for enhancements to existing properties. In 2012, the Company spent
$41 million on these five full service properties, or 27% of our total spend for enhancements to existing properties. As the significant renovations on these five full service properties were completed early in 2012, and the Company did not
undertake any other significant enhancements, the Company did not reach the same level of investment for the full year 2012. The decrease from 2012 to 2013 was driven by the types of enhancements being completed, which were smaller-scale renovations
at full service hotels, as well as renovations at certain select service hotels. The Company’s select service hotel renovations do not require the same level of investment as a full service hotel renovation because select service hotels
typically have fewer rooms, significantly less meeting space and public areas and no ballroom space.

 Equity and Cost Method Investments, page F-18

4.
Please tell us how you have determined that you should not consolidate Wailea Hotel and Beach Resort, LLC, given your 64.1% ownership interest.

Response:

 The Company
respectfully advises the Staff that in assessing whether to consolidate Wailea Hotel and Beach Resort, LLC (the “LLC”), the Company first considered the variable interest entity (“VIE”) accounting model in
Accounting Standards Codification (“ASC”) 810-10, Consolidation—Overall. The Company has determined that the LLC does not meet any of the criteria to be considered a VIE based on the analysis summarized below:

(1)
The LLC has sufficient equity investment at risk to finance its activities without additional subordinated financial support. The LLC was originally funded by the equity holders and subsequently was funded with a
combination of equity and construction financing.

(2)
The equity holders, as a group, do not lack the characteristics of having a controlling financial interest. The equity holders have the power to direct the activities of the LLC that most significantly impact the
economics of the LLC as all the major decisions (as described below) require mutual approval from the equity holders. Furthermore, the holders of the equity investment at risk have the obligation to absorb losses and rights to receive residual
returns of the entity.

(3)
There is disproportionality between the voting rights and the economic participation of the equity holders. However, while the voting rights are disproportionate to the residual returns and obligations to absorb losses,
the activities of the LLC are conducted for the benefit of all of the equity holders and substantially all of the LLC’s activities are not conducted on behalf of the Company or its related parties.

After determining that the LLC is not a VIE, next, the Company considered the voting interest model of ASC 810-10, to determine if the Company
has a controlling financial interest and should consolidate the LLC. The Company evaluated the major decisions, as defined by the LLC agreement, and how such decisions are made. Major decisions include, but are not limited to, the ability to
(i) approve development, capital expenditures, and operating budgets, (ii) incur new indebtedness or lease obligations, (iii) sell all or portions of the assets of the LLC and (iv) establish compensation arrangements with
employees. Major decisions of the LLC require mutual approval of the equity holders. In the event that the equity holders do not mutually approve a major decision, the LLC agreement includes provisions requiring mediation and ultimately third party
binding arbitration. These major decisions represent substantive participating rights and, as a result, the Company has the ability to exercise significant influence over the LLC. Although the Company holds greater than 50% of the economics of the
venture, the Company noted that our partners have the same substantive participating rights. These rights are joint in nature with no single party possessing unilateral rights, notwithstanding the difference in ownership percentages. The Company,
therefore, concluded that it does not control the venture and determined that the equity method of accounting was appropriate.

 The Company hereby acknowledges that:

(a) The Company is responsible for the adequacy and accuracy of the disclosure in its 2013 Form 10-K (the “Filing”);

(b) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect
to the Filing; and

 (c) The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Very truly yours,

/s/ Gebhard F. Rainer

 Gebhard F. Rainer

Executive Vice President, Chief Finance Officer

 Hyatt Hotels
Corporation

cc:

 Mark S. Hoplamazian, Hyatt Hotels Corporation

Brad O’Bryan, Hyatt Hotels Corporation

 Rena Hozore Reiss,
Hyatt Hotels Corporation

 Michael A. Pucker, Latham & Watkins LLP

Cathy A. Birkeland, Latham & Watkins LLP

April 22 , 2014

Via E -mail
Gebhard F. Rainer
Executive Vice President and Chief Financial Officer
Hyatt Hotels Corporation
71 South Wacker Drive, 12th Floor
Chicago, IL 60606

Re: Hyatt  Hotels Corporation
 Form 10 -K for the Year Ended December 31 , 2013
 Filed February 18 , 201 4
File No. 001-34521

Dear M r. Rainer :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have  additional comments.

Form 10 -K for the Year  Ended December 31, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 58

1. We note your disclosure on page 62 that bookings for 2014 and beyond showed strength
throughout the year and you expect to see further improvements in group business going
forward.   In future Exchange Act periodic reports, please revise to more specifically
describe any material trends in bookings, including group bookings as applicable.

Segment Results, page 70

2. We note your disclosure on page 70 that you removed seven full service and three select
service properties from the comparable owned and leased hotel results and moved them
to the non -comparable owned and leased  hotel results.   We further note your disclosure

Gebhard F. Rainer
Hyatt Hotels Corporation
April 22 , 2014
Page 2

 on page 64 that you sold seven full service properties and four select service properties in
2013.   In future Exchange Act periodic reports, for clarification, please disclose the
reasons for removing proper ties from the comparable owned and leased hotels pool.

Capital Expenditures, page 85

3. Please revise your disclosure related to capital expenditures in future filings to discuss
significant variances or trends in your expenditures, and in your response to us, please tell
us the reason for the decrease in enhancements to existing properties from $226 million
during 2011 to $153 million during 2012 to $81 million during 2013.

3. Equity and Cost Method Investments, page F -18

4. Please tell us how you have de termined that you should not consolidate Wailea Hotel and
Beach Resort, LLC , given your 64.1% ownership interest.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy  of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person u nder the federal securities laws of the United States.

You may contact Eric McPhee at (202) 551 -3693 or me at (202) 551 -3486 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Sandra Hunter  at (202) 5 51-3758 or Jennifer Gowetski  at (202) 551 -3401 with any other questions.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

June 2, 2011

Mr. Mark S. Hoplamazian President and Chief Executive Officer Hyatt Hotels Corporation 71 South Wacker Drive, 12
th Floor
Chicago, IL 60606
Re: Hyatt Hotels Corporation
  Form 10-K for the Year Ended December 31, 2010   File No. 1-34521

Dear Mr. Hoplamazian:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 Daniel L. Gordon
    Branch Chief

cc: Bradley O’Bryan, Hyatt Hotels Corporation

CORRESP
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filename1.htm

Correspondence

Bradley O’Bryan

Senior Vice President, Corporate Controller

 Hyatt Hotels Corporation

71 South Wacker Drive

Chicago, IL 60606

Tel: 312.780.5726

Fax: 312.780.5280

 May 25, 2011

 VIA EDGAR

Securities and Exchange Commission

 100 F
Street N.E.

 Washington DC 20549

Attention:

Daniel L. Gordon

Branch Chief

Division of Corporation Finance

Re:

Hyatt Hotels Corporation

Form 10-K for the Fiscal Year Ended December 31, 2010

File No. 001-34521

 Dear Mr. Gordon:

 Set forth below are the responses of Hyatt Hotels Corporation (“HHC” or the “Company”) to
the comments contained in the letter dated May 12, 2011 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Comment Letter
relates to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2010 (the “2010 Form 10-K”). For your convenience, the Staff’s comments are reproduced in bold type below and each Staff
comment is followed by the Company’s response thereto. The paragraph numbers below correspond to the numbered paragraphs in the Comment Letter.

 Form 10-K for the Year Ended December 31, 2010

 General

1.
Please tell us how you determined you are not required to submit electronically and post on your corporate Web site, Interactive Data Files pursuant to Rule 405 of
Regulation S-T. Refer to Item 601(b)(101) of Regulation S-K.

 Response:

Item 601(b)(101) of Regulation S-K states that an Interactive Data File is required to be submitted to the Commission and posted on a
registrant’s corporate Web site based on the phase-in schedule outlined in Item 601(b)(101)(i)(A – C). Item 601(b)(101) of Regulation S-K also states that an Interactive Data File first is required for a periodic report on Form
10-Q.

 Reference is made to Question 105.07 of the Commission’s Compliance and Disclosure
Interpretations (“C&DIs”) of the Commission’s interactive data rules. The Company completed its Initial Public Offering in November 2009. As such, the Company first qualified as a “large accelerated filer” as
defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2010. Following the guidance set forth in Question 105.07, because the Company did not qualify as a large
accelerated filer until December 31, 2010 the Company was not required to submit Interactive Data Files until its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011 (the “1Q2011 Form 10-Q”). The
Company filed its 1Q2011 Form 10-Q with the Commission on May 3, 2011. The Company then filed Amendment No. 1 to its 1Q2011 Form 10-Q with the Commission on May 20, 2011, the sole purpose of which amendment was to furnish
Exhibit 101 to Form 10-Q in accordance with Rule 405 of Regulation S-T. In accordance with Rule 405(a)(2) of Regulation S-T, Amendment No. 1 to the 1Q2011 Form 10-Q was filed with the Commission within 30 days of the filing date of the
1Q2011 Form 10-Q.

 Item 2. Properties, page 55

2.
In future filings, please revise to distinguish between consolidated and unconsolidated properties and to distinguish between properties accounted for as capital and
operating leases.

 Response:

 In response to the Staff’s comment, the Company will revise its Item 2. Properties disclosure in future filings to distinguish between consolidated and unconsolidated properties and to
distinguish between properties accounted for as capital and operating leases.

 Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 66

 Comparable Hotels, page 70

3.
We note your disclosure about the properties that represent “comparable systemwide hotels” and “comparable operated hotels.” In future periodic
reports, identify the properties that have been removed from the comparable hotel pool in the most recent period.

 Response:

 In response to the Staff’s comment, the Company will
disclose in future filings properties that have been removed from either the “comparable systemwide hotels” and/or the “comparable operated hotels” in the most recent period.

Results of Operations, page 80

4.
We note your disclosure on page 80 about your “significant renovations.” In future periodic reports, please provide quantitative disclosure of any material
development costs.

 Response:

 In response to the Staff’s comment, the Company will include in future filings additional disclosure regarding capital expenditures which will include development costs associated with significant
renovations. We supplementally wish to advise the Staff that the Company included a breakdown of our capital expenditures within our 1Q2011 Form 10-Q and will continue to include such disclosure in future filings. This breakdown includes
“enhancements to existing properties” which is primarily comprised of costs associated with “significant renovations.”

Liquidity and Capital Resources, page 91

Capital Expenditures, page 94

5.
Please quantify for us the amount of payroll and other general and administrative expenses capitalized or deferred in each of the three years ended December 31,
2010, for maintenance, enhancements to existing properties, and investment in new facilities.

Response:

The Company respectfully advises the Staff that it did not provide quantitative information with respect to the amount of payroll and
other general and administrative expenses capitalized or deferred for enhancements to existing properties and investment in new facilities for each of the three years ended December 31, 2010 because such amounts are not material as they amount
to approximately $1 million or less for each of the respective periods. All costs related to maintenance activities are expensed in the period incurred.

 Letters of Credit, page 96

6.
In future periodic reports, please provide disclosure regarding average interest rates and maturity of the letters of credit directly with financial institutions.

 Response:

 In response to the Staff’s comment, the Company will include in future filings disclosure regarding average interest rates and maturity of the letters of credit directly with financial institutions.

 Item 15. Exhibits and Financial Statement Schedules, page 110

7.
Please tell us how you determined you were not required to include the schedule of real estate and accumulated depreciation under Rule 12-28 of Regulation S-X. Refer
to SAB Topic 7C.

 Response:

 In response to the Staff’s comments, the Company does not believe it is required to include the schedule of real estate and accumulated depreciation under Rule 12-28 of Regulation S-X. In coming to
this determination the Company considered the guidance under Rule 5-04(c) of Regulation S-X which states in part:

 The schedule
prescribed by §210.12-28 shall be filed for real estate (and the accumulated depreciation) held by persons a substantial portion of whose business is that of acquiring and holding for investment real estate or interests in real estate, or
interests in other persons a substantial portion of whose business is that of acquiring and holding real estate or interests in real estate for investment. Real estate used in the business shall be excluded from the schedule.

Based on this guidance and consideration of SAB Topic 7C, the Company is not a real estate company and is not in the real estate industry.
The Company does not acquire real estate solely for investment purposes, nor does it lease any of its hotel properties to others. The Company is a global hospitality company that manages, franchises, owns and develops Hyatt-branded hotels, resorts,
and residential and vacation ownership properties around the world. As a result, the Company determined that as a hospitality company, it is not engaging in real estate investments activities, but is instead using real estate in the ordinary course
of its business. Therefore, the Company believes the aforementioned schedule would not be a requirement.

 The Company hereby acknowledges
that:

(a)
The Company is responsible for the adequacy and accuracy of the disclosure in its 2010 Form 10-K (the “Filing”);

(b)
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Filing; and

(c)
The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 Kindly direct any questions you may have to the undersigned at (312) 780-5726. Any additional comments may be sent
via facsimile to the undersigned at (312) 780-5280. Thank you.

Very truly yours,

/s/ Bradley O’Bryan

Bradley O’Bryan

Senior Vice President, Corporate Controller

Hyatt Hotels Corporation

cc:

Jonathan Wiggins, Division of Corporation Finance

Mark S. Hoplamazian, Hyatt Hotels Corporation

Harmit J. Singh, Hyatt Hotels Corporation

Rena Hozore Reiss, Hyatt Hotels Corporation

Michael A. Pucker, Latham & Watkins LLP

Cathy A. Birkeland, Latham & Watkins LLP

May 12, 2011

Mr. Mark S. Hoplamazian President and Chief Executive Officer Hyatt Hotels Corporation 71 South Wacker Drive, 12
th Floor
Chicago, IL 60606
Re: Hyatt Hotels Corporation
  Form 10-K for the Year Ended December 31, 2010   File No. 1-34521

Dear Mr. Hoplamazian:
 We have reviewed your filings and have the following comments.  In our comments, we
ask you to provide us with information so  we may better underst and your disclosure.
 Please respond to this letter via EDGAR within ten business days by providing the
requested information or by advising us when you will provide the requested response.  If you do
not believe our comments apply to your facts and circumstances , please tell us why in your
response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the Year Ended December 31, 2010

 General

 1. Please tell us how you determined you are not required to submit elec tronically and post
on your corporate Web site, Inte ractive Data Files pursuant to Rule 405 of Regulation S-
T.  Refer to Item 601(b)(101) of Regulation S-K.

Item 2. Properties, page 55

2. In future filings, please revi se to distinguish between c onsolidated and unconsolidated
properties and to distinguis h between properties accounted for as capital and operating
leases.

Mr. Mark S. Hoplamazian
Hyatt Hotels Corporation
May 12, 2011 Page 2

Item 7. Management’s Discussion and Anal ysis of Financial Condition…, page 66

Comparable Hotels, page 70

3. We note your disclosure about the properties that represent “comparable systemwide hotels” and “comparable operated hotels.”  In future periodic reports, identify the
properties that have been removed from th e comparable hotel pool in the most recent
period.

Results of Operations, page 80

4. We note your disclosure on page 80 about your  “significant renovations.”  In future
periodic reports, please provide quantitative disclosure of any material development costs.
Liquidity and Capital Resources, page 91

 Capital Expenditures, page 94

 5. Please quantify for us the amount of payr oll and other general and administrative
expenses capitalized or deferred in each of the three years ended December 31, 2010, for
maintenance, enhancements to existing prope rties, and investment in new facilities.
 Letters of Credit, page 96

 6. In future periodic reports, pleas e provide disclosure regardi ng average interest rates and
maturity of the letters of credit directly with financial institutions.

Item 15. Exhibits and Financia l Statement Schedules, page 110

7. Please tell us how you determined you were not  required to include the schedule of real
estate and accumulated depreciation under Rule  12-28 of Regulation S-X.  Refer to SAB
Topic 7C.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

Mr. Mark S. Hoplamazian
Hyatt Hotels Corporation
May 12, 2011 Page 3

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jonathan Wiggins at ( 202) 551-3694 or me at (202) 551-3486 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Angela McHale, Attorney-Advisor, at (202) 551-3402 or Sonia Barros, Special Counsel,
at (202) 551-3655 with any other questions.
Sincerely,
       Daniel L. Gordon      Branch Chief

CORRESP
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Acceleration Request

 Hyatt Hotels Corporation

 Hyatt Center

 71 South Wacker Drive

 Chicago, IL 60606

 Telephone:        (312) 750-1234

 Fax:        (312) 780-5282

 www.hyatt.com

 November 2, 2009

 VIA EDGAR AND FACSIMILE

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3010

 100 F Street, N.E.

 Washington, D.C.    20549

 Fax: (202) 772-9209

 Attention: Ms. Sonia Gupta Barros

Re:
Hyatt Hotels Corporation

Registration Statement on Form S-1 (Registration No. 333-16108)

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (Registration Number 333-16108), as amended (the
“Registration Statement”), of Hyatt Hotels Corporation (the “Company”). We respectfully request that the Registration Statement become effective at 3:00 p.m., Eastern time,
on November 4, 2009 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, we respectfully request that you orally confirm that event with our counsel, Latham & Watkins LLP, by calling Cathy
A. Birkeland at (312) 876-7681.

 The Company acknowledges the following:

Ÿ

 should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission
(the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

Ÿ

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

Ÿ

 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
federal securities laws of the United States.

 If you have any questions regarding the foregoing,
please do not hesitate to contact Cathy A. Birkeland of Latham & Watkins LLP at (312) 876-7681 or Michael A. Pucker of Latham & Watkins LLP at (312) 876-6518. Thank you in advance for your consideration.

 Very truly yours,

 Hyatt Hotels Corporation

 /s/ Susan T. Smith

 By: Susan T. Smith

Title:

 Senior Vice President, General Counsel

 and
Secretary

CORRESP
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SEC Letter

 November 2, 2009

 Securities and Exchange Commission

 100 “F” Street, N.E.

 Washington, D.C. 20549

Re:
Hyatt Hotels Corporation

Filed on Form S-1

Registration No. 333-161068

 Ladies and Gentlemen:

 In connection with the above-captioned Registration Statement, we wish to advise that between
October 19, 2009 and the date hereof 35,749 copies of the Preliminary Prospectuses October 19, 2009 and November 2, 2009 were distributed as follows: 33,245 to 16 prospective underwriters; 2,235 to 2,235 institutional investors; 260
to 2 prospective dealers; 0 to 0 individuals; 9 to 3 rating agencies and 0 to 0 others.

 We have been informed by the participating
underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

 We hereby join in
the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 p.m., Eastern Standard Time on November 4, 2009 or as soon thereafter as practicable.

 [Signature Page Follows]

 Very truly yours,

 GOLDMAN, SACHS & CO.

 DEUTSCHE BANK SECURITIES INC.

 J.P. MORGAN SECURITIES INC.

 As Representatives of the Underwriters

 GOLDMAN, SACHS & Co.

 By:

/S/    GOLDMAN, SACHS &
CO.

 (Goldman, Sachs & Co.)

 DEUTSCHE BANK SECURITIES INC.

 By:

/S/    JEREMY
FOX

 Name: Jeremy Fox

 Title: Managing Director

 By:

/S/    FRANK WINDELS

 Name: Frank Windels

 Title: Director

 J.P. MORGAN SECURITIES INC.

 By:

/S/    LAWRENCE HENRY

 Name: Lawrence Henry

 Title: Vice Chairman

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

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
October 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
Amendments No. 3 and No. 4 to Registration Statement on Form S-1
Filed October 19, 2009 File No. 333-161068

Dear Mr.  Hoplamazian:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not raise additional comments.
Please understand that the purpose of our re view process is to assist 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 may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Summary, page 1

1. We note that you have revised your offering from the initial fili ng so that it is
primarily a secondary offering of the shares held in benefit for the Pritzker family
members.  Please revise your prospectus  summary to provide a subsection that
describes that the selling stoc kholders are trusts for the benefit of the Pritzker family
members.

Mark S. Hoplamazian
Hyatt Hotels Corporation
October 23, 2009 Page 2  Recent Developments, page 7

2. We note that you have included preliminary results for the period ended September
30, 2009.  While the Staff has not historically objected to the inclusion of preliminary quarterly results, the company should only pr esent such preliminary quarterly results
when the company has materially completed a ll steps necessary to arrive at the actual
results.  If you believe that your actual re sults may be materially different than the
preliminary results, then the preliminary results s hould be removed from the
prospectus.  Alternativel y, please remove your statem ents that “Our actual
consolidated revenues and Re vPAR for the nine months and three months ended
September 30, 2009 may differ from our es timated ranges. These preliminary
estimates are not necessarily indicative of our results for the full year.”
3. To the extent that you include actual results for the period ended September 30, 2009 in the prospectus prior to the effective date, please disclose in this section the differences between the preliminary results disclosed in this Amendment No. 4 and the actual results.
4. We note your projection of revenue for the three and nine months ended September
30, 2009.  To the extent that you disclose projected revenue, please also present a
measure of projected income (loss) such as net income (loss) or earnings (loss) per
share to give investors a more balanced pi cture of projected results.  Refer to Item
10(b)(2) of Regulation S-K.

Summary Consolidated Fi nancial Data, page 12

5. You disclose in footnote 7 to the table on pa ge 15 that each increase or decrease of
1.0 million shares in the number of shares to be sold pursuant to the underwriters’
option to purchase additional shares woul d increase or decrease the “as further
adjusted with over-allotment” cash and cas h equivalents, total assets and total
stockholders’ equity by approximately $23.2 million, assuming an initial public
offering price of $24.50 per share.  Pleas e explain why you have disclosed the
financial impact if the underw riters were to purchase an additional one million shares,
as the amounts in the table appear to disc lose the maximum amount to be purchased
by the underwriters.  Please revise, if app licable, including the disclosure on pages
16, 48, 50, and 55.

A significant number of shar es of our Class A common stock . . . ., page 41
6. Please separate the discussion of the risk s associated with th e registration rights
agreements into a separate risk factor with  a separate subheading.  Please also revise
this new risk factor to highlight the percen tage of your outstanding shares that will be
subject to registration rights upon co mpletion of this offering.

Mark S. Hoplamazian
Hyatt Hotels Corporation
October 23, 2009 Page 3  Capitalization, page 49

7. We note that retained earnings reflected in  the column “as further adjusted without
over-allotment” on page 50 appears to include  a charge of $8 million of offering costs
based on your explanation in footnote (6) on page 16.  We also note that you have not
included the $8 million of offering costs agains t retained earnings in the column “as
further adjusted with over-allotment” on page 50.  Please advise us why the issuance of shares to your underwriter would cause an $8 million increase in retained earnings
and tell us your basis for the difference in accounting treatment of the costs.  In your
response, please discuss the costs incurred on behalf of the selling stockholders.
Furthermore, it appears that you (the co mpany versus the selling shareholders)
originally planned to issue shares to the public, but ultimately changed your plan.
Please discuss this change and the related costs.
 Registration Rights, page 200

8. Please revise your disclosure of the regist ration rights agreements to explain how the
registration rights apply to  your two classes of stock, Class A common stock and
Class B common stock.  If the registra tion rights agreements would permit the
registration of your Class B common stock, please revise your disclosure to clearly
state this and expand your risk factor disclosu re to highlight any associated risks.
 Exhibits

9. We note that you have not yet filed your Amended and Restated Agreement Relating
to Stock as Exhibit 99.3.  Please file this Agreement prior to requesting effectiveness
of your registration statement.

* * * * *

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested supplemen tal information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mark S. Hoplamazian
Hyatt Hotels Corporation
October 23, 2009 Page 4
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

• the company may not assert this action as a defense in any proceeding initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting 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 a dvance of the requested effective date.

Mark S. Hoplamazian
Hyatt Hotels Corporation October 23, 2009 Page 5
You may contact Kristi Ma rrone at (202) 551-3429 or Dan Gordon, Branch Chief,
at (202) 551-3486 if you have questions rega rding comments on the financial statements
and related matters. Please contact Adam F.  Turk at (202) 551-3657 or me at (202) 551-
3655 with any other questions.

        S i n c e r e l y ,              S o n i a  G u p t a  B a r r o s
Special Counsel
 cc: Michael A. Pucker, Esq.  Cathy A. Birkeland, Esq.
 Latham & Watkins LLP
 Via Facsimile:  (312) 993-9767

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3010

October 14, 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. 2 to Registrati on Statement on Form S-1
Filed October 1, 2009
  File No. 333-161068

Dear Mr. Hoplamazian:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist 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 may 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.

General

1. We note that there are still many blanks in  the registration statement.  Please fill
in the blanks in your next amendment.
Risk Factors, page 16
Disputes among Pritzker family member s and among Pritzker family …, page 38
2. You disclose that recently disputes ar ose between and among certain Pritzker
family members and the trustees of the trust with respect to, among other things,

Mark S. Hoplamazian
Hyatt Hotels Corporation October 14, 2009 Page 2
your dual class structure.  Please also disc lose the main issue regarding your dual
class structure that caused disputes.  Additionally, please disclose any other
significant causes of the disputes.
3. Please also disclose how the disputes ha ve been resolved, how the stockholder
agreements have changed and the impact  the resolution and changes have on the
company and other stockholders.  For exam ple, we note that it appears that the
threshold for permitted sales was increased.
A significant number of shares  of our Class A common stoc k could be sold into the
market . . . ., page 40
4. To the extent that any of your securitie s will be subject to registration rights,
please consider expanding this risk factor  or adding a new risk factor to discuss
the risks associated to stockholders and the company.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 53
Overview, page 53
5. We note your response to our prior comme nt 1.  Please provide a more robust
explanation of the relativ e advantages you have disclosed.  Please explain why
“growth in the number of management and franchise agreements and earnings therefrom typically results in  higher overall returns on invested capital.”  Please
also explain why the relatively high fixed- cost structure of owned hotel properties
positions you well for periods of increasing demand and may lead to higher
earnings growth.  Please also  disclose the major disa dvantages of management
and franchising of third-pa rty owned properties.
Compensation Discussion and Analysis, page 129

Key Elements of Total Rewards in 2008, page 131
Annual Incentive, page 132
6. We note your revised disclosure in whic h you discuss chain-level revenues, chain-
level gross operating profit, segment Performance EBITDA and RevPAR Index.
Please explain these concepts in clear, plain language.  For example, please
specifically discuss what a chain is, wh at segment you are referring to and how
RevPAR Index differs from RevPAR Gr owth.  Please also disclose how you
calculated these figures to the extent  you have not already done so.
Principal and Selling Stockholders, page 184
7. In your next amendment, please fill in the missing information in this table.

Mark S. Hoplamazian
Hyatt Hotels Corporation October 14, 2009 Page 3
Additionally, please confirm that you w ill include this information in the
preliminary prospectus that you distribute to potential investors.  Please see Item
507 of Regulation S-K.
8. You disclose that pursuant to the te rms of the Amended and Restated Global
Hyatt Agreement, the co-trustees of the U.S.  situs trusts have ag reed to distribute
Hyatt stock that is not sold in the offeri ng from such trusts as soon as practicable
following the date of effectiveness of th e registration statement, subject to the
180-day lock-up period agreed to with the underwriters.  Considering this fact and
the large number of shares  held by the U.S. situs trusts, please describe any
arrangements known to you, including any pledge by any person of your
securities, the operati on of which may at a subsequent  date result in a change in
control.  Please see Item 403(c) of Regulation S-K.
9. Please also disclose to whom the stock ma y be distributed.  For example, if the
adult beneficiaries may distribute to unaffiliated third parties, please describe and consider adding a risk factor to disc lose that 70.9% of the outstanding common
stock controlled by the Pritzker’s may be distributed to other persons upon
expiration of the lock-up period.  Any a dditional risk factor  should disclose
potential risks to stockholde rs of this arrangement.  For example, disclose the
potential for a change of control, the imp act a large distributio n of shares could
have on the stock price and any other potenti ally material adverse consequences.
Legal Opinion

10. Please have counsel confirm to us in writing that it concurs with our
understanding that the reference and limita tion to “General Corporation Law of
the State of Delaware” includes the statut ory provisions and also all applicable
provisions of the Delaware Constitu tion and reported ju dicial decisions
interpreting these laws.  Please file  counsel’s written confirmation as
correspondence on the EDGAR system.
11. Please revise the legal opinion to rem ove the reference to  “by all necessary
corporate action of the Company” that follows duly authorized.
12. We note the penultimate paragraph deal s with notice requirements regarding
uncertified shares provided in the DGCL.  Please explain to us why this is needed
as part of the legal opinion or have your counsel remove it from the legal opinion.
13. We note the statement in the last paragraph that the opi nion is for your benefit and
may be relied upon by you and “by persons ent itled to rely upon it pursuant to the
applicable provisions of the Act.”  This  last phrase is unclear.  Investors are
entitled to rely on opinions f iled as exhibits to the registration statement.  Please
provide a revised opinion that  clarifies that investors are entitled to rely on this
legal opinion.

Mark S. Hoplamazian
Hyatt Hotels Corporation October 14, 2009 Page 4  Exhibits

14. Please file all remaining exhibits prio r to requesting effectiveness of the
registration statement.
As appropriate, please amend your regist ration 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 cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy 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 are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and 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 pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Mark S. Hoplamazian
Hyatt Hotels Corporation October 14, 2009 Page 5  securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting 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 a dvance of the requested effective date.
You may contact Kristi Ma rrone at 202-551-3429 or Da n Gordon, Branch Chief,
at 202-551-3486 if you have questions regardin g comments on the financial statements
and related matters.  Please contact Phil Rothenberg 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.

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.