HYATT HOTELS CORPORATION (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-K (Mark One) Í ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-34521 HYATT HOTELS CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 20-1480589 (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 71 South Wacker Drive, 12th Floor, Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (312) 750-1234 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Class A Common Stock, $0.01 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Í No ‘ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No Í Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Í No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes Í No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Í Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act Large accelerated filer Í Accelerated filer ‘ Non-accelerated filer ‘ Smaller reporting company ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No Í As of June 30, 2011, the aggregate market value of the registrant’s Class A common stock, $0.01 par value, held by non-affiliates of the registrant was approximately $1,809.9 million (based upon the closing sale price of the Class A common stock on that date on The New York Stock Exchange). The market value of the registrant’s Class B common stock is not included in the above value as there is no active market for such stock. As of January 31, 2012, there were 45,567,303 shares of the registrant’s Class A common stock, $0.01 par value, outstanding and 119,614,584 shares of the registrant’s Class B common stock, $0.01 par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrant’s Proxy Statement for its 2012 Annual Meeting of Stockholders to be held on June 13, 2012. HYATT HOTELS CORPORATION TABLE OF CONTENTS FISCAL YEAR ENDED DECEMBER 31, 2011 PART I Disclosure Regarding Forward-Looking Statements ................................... 1 Item 1. Business ..................................................................... 3 Item 1A. Risk Factors .................................................................. 25 Item 1B. Unresolved Staff Comments ..................................................... 54 Item 2. Properties .................................................................... 55 Item 3. Legal Proceedings ............................................................. 59 Item 4. Mine Safety Disclosures ........................................................ 59 Executive Officers of the Registrant ............................................... 60 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities .............................................................. 63 Item 6. Selected Financial Data ......................................................... 65 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .... 66 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ............................ 105 Item 8. Financial Statements and Supplementary Data ....................................... 106 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .... 106 Item 9A. Controls and Procedures ........................................................ 106 Item 9B. Other Information .............................................................. 107 PART III Item 10. Directors, Executive Officers and Corporate Governance ............................... 108 Item 11. Executive Compensation ........................................................ 108 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ...................................................................... 108 Item 13. Certain Relationships and Related Transactions, and Director Independence ............... 109 Item 14. Principal Accountant Fees and Services ............................................ 109 PART IV Item 15. Exhibits and Financial Statement Schedules ......................................... 110 Signatures ............................................................................. 111 Disclosure Regarding Forward-Looking Statements This annual report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements about the Company’s plans, strategies, financial performance, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: • the factors discussed in this annual report set forth under the sections titled “Risk Factors” in Part I, Item 1A, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7; • general economic uncertainty in key global markets; • the rate and the pace of economic recovery following economic downturns; • levels of spending in business and leisure segments as well as consumer confidence; • declines in occupancy and average daily rate; • hostilities, including future terrorist attacks, or fear of hostilities that affect travel; • travel-related accidents; • natural or man-made disasters such as earthquakes, tsunamis, tornados, hurricanes, floods, oil spills and nuclear incidents; • the seasonal and cyclical nature of the real estate and hospitality businesses; • changes in distribution arrangements, such as through internet travel intermediaries; • changes in the tastes and preferences of our customers; • relationships with associates and labor unions and changes in labor laws; • financial condition of, and our relationships with, third-party property owners, franchisees and hospitality venture partners; • risks associated with potential acquisitions and dispositions; • changes in federal, state, local or foreign tax law; • increases in interest rates and operating costs; • foreign exchange rate fluctuations or currency restructurings; • lack of acceptance of new brands or innovation; • general volatility of the capital markets and our ability to access the capital markets; • changes in the competitive environment in our industry and the markets where we operate; • outcomes of legal proceedings; and • violations of regulations or laws related to our franchising business. These factors are not necessarily all of the important factors that could cause our actual results, performance or achievements to differ materially from those expressed in or implied by any of our forward-looking 1 statements. Other unknown or unpredictable factors also could harm our results. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of