þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

---

---

•	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 and a worsening of global economic conditions or low levels of economic growth;

•	the rate and the pace of economic recovery following economic downturns;

•	levels of spending in business and leisure segments as well as consumer confidence;

•	declines in occupancy and average daily rate ("ADR");

•	limited visibility with respect to future bookings;

•	loss of key personnel;

•	hostilities, or fear of hostilities, including future terrorist attacks, that affect travel;

•	travel-related accidents;

•	natural or man-made disasters such as earthquakes, tsunamis, tornados, hurricanes, floods, oil spills, nuclear incidents and global outbreaks of pandemics or contagious diseases or fear of such outbreaks;

•	our ability to successfully achieve certain levels of operating profits at hotels that have performance guarantees in favor of our third-party owners;

•	the impact of hotel renovations;

•	risks associated with our capital allocation plans and common stock repurchase program, including the risk that our common stock repurchase program could increase volatility and fail to enhance stockholder value;

•	the seasonal and cyclical nature of the real estate and hospitality businesses;

•	changes in distribution arrangements, such as through internet travel intermediaries;

•	changes in the tastes and preferences of our customers;

•	relationships with colleagues and labor unions and changes in labor laws;

•	the financial condition of, and our relationships with, third-party property owners, franchisees and hospitality venture partners;

•	the possible inability of third-party owners, franchisees or development partners to access capital necessary to fund current operations or implement our plans for growth;

•	risks associated with potential acquisitions and dispositions and the introduction of new brand concepts;

•	the timing of acquisitions and dispositions;

•	failure to successfully complete proposed transactions (including the failure to satisfy closing conditions or obtain required approvals);

•	unforeseen terminations of our management or franchise agreements;

•	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 such markets;

•	changes in the competitive environment in our industry, including as a result of industry consolidation, and the markets where we operate;

•	our ability to successfully implement our new global loyalty program, World of Hyatt, and the level of acceptance of the new program by our guests;

---

•	cyber incidents and information technology failures;

•	outcomes of legal or administrative proceedings; and

•	violations of regulations or laws related to our franchising business.

---

---

---

---

---

o

Increase Market Presence.    We focus our expansion efforts on under-penetrated markets where we already have an established presence and on locations where our guests are traveling but where we do not have a presence. We intend to expand our presence by increasing the number of hotels in the Hyatt portfolio, primarily by entering into new management and franchise agreements. We believe our intense focus on each customer group that we serve and our understanding of how we can serve them in new locations will result in quality growth. Over the past few years, we have made significant progress in expanding our presence through development of new hotels and conversion of existing hotels. In addition to existing asset base expansion, we are focused on continued growth of our development pipeline. We have expanded our pipeline by an average of 12% per year since the time of our IPO in 2009. Since 2009 we have also entered 143 new markets and 14 new countries. Expansion in dynamic markets like China and India is central to our growth strategy as representation in key cities and resort destinations provides us with the opportunity to drive preference for our brands as we serve a broader base of guests in these high growth and under-penetrated markets. At December 31, 2016, there were approximately 100 hotels open or under development in China in markets such as Beijing, Hong Kong, Shanghai and Shenzhen. In India, the total number of hotels open or under development was approximately 40 properties at December 31, 2016. In addition to China and India, we have also announced further expansion plans into diverse international markets including Australia, Germany, Indonesia, Japan, Jordan, Kuwait, New Zealand, Republic of Georgia, Saudi Arabia, Singapore and Thailand.

o

Expand Select Service Presence.    We continue to expand the Hyatt Place and Hyatt House brands, which we believe will support our overall growth and enhance the performance of all of our brands. We intend to grow our select service presence through third-party construction of new franchised properties, conversion and renovation of existing non-Hyatt properties, and in certain cases, participation in the development of new managed properties. We believe that the opportunity for properties that provide a select offering of services at a lower price point than full service hotels is particularly compelling in certain markets, including India, China and the Middle East, where there is a large and growing middle class along with a meaningful number of local business travelers. At December 31, 2016, we had 28 Hyatt Place hotels operating outside of the United States in 16 countries, throughout Asia, Europe, Africa and Latin America. In addition to these hotels, we have announced new management agreements for select service properties currently under development in Australia, Brazil, China, Germany, India, Malaysia, Mexico, Thailand, Saudi Arabia and Switzerland.

o	Increase Focus on Franchising.    We continue to increase our franchised hotel presence, primarily in the United States. By increasing our focus on franchising, we believe that we will gain access to capital from developers and property owners that specifically target franchise business opportunities. We have an

---

o

Utilize our Capital and Asset Base for Targeted Growth.    The combination of our significant liquidity and strong capital position coupled with our large, high quality asset base provides a unique platform to support our growth strategy. We take a comprehensive approach to our efforts to recycle hotel real estate assets and to manage capital deployment in furtherance of our expansion plans. Capital deployment will continue with an objective to maximize long-term shareholder value and we assess and balance liquidity, value and strategic importance in each instance. We also plan to continue to commit capital to fund the renovation of certain assets in our owned portfolio. While we selectively dispose of hotel properties, we expect to maintain ownership of hotel properties over time given our focus and expertise as an owner. Asset sales are consistent with the Company’s asset recycling strategy—selling certain hotels, maintaining presence in markets by entering into new management or franchise agreements, and re-investing sale proceeds into new hotels and other growth opportunities, including investments in hospitality ventures. This asset recycling strategy has allowed us to grow and build our brands while improving the quality of our owned portfolio over time. Currently approximately 80% of our owned and leased portfolio consists of full-service hotels in our top markets. We expect to continue to evolve our owned and leased portfolio to include primarily luxury and upper upscale properties in international key gateway cities and resort destinations.

o

Pursue Strategic Acquisitions and Alliances.    We expect to continue to evaluate potential acquisitions of other brands or hospitality management or franchising companies as a part of our efforts to expand our presence. These acquisitions may include hotel real estate. We expect to focus on acquisitions that complement our ability to serve our existing customer base and enhance customer preference by providing a greater selection of locations, properties and services. Furthermore, we may pursue these opportunities in alliance with existing or prospective owners of managed or franchised properties to strengthen our brand presence.

o

Extend the Hyatt Brand Beyond Traditional Hotel Stays.    In January 2017, we announced the acquisition of Miraval Group, the renowned provider of wellness and mindfulness experiences. The Miraval acquisition extends the Hyatt brand beyond traditional hotel stays, which is core to our global growth strategy, and reflects our commitment to finding new ways to understand and care for our guests, particularly the high-end traveler. By adding Miraval to the Hyatt portfolio, we continue our commitment to a holistic health and wellness strategy as an extension of our purpose. Miraval forms a distinct new wellness category within the Hyatt portfolio of brands, therefore creating an opportunity to expand the Miraval brand while building a greater depth of expertise in wellness and mindfulness that can be extended to our hotel business.

---

---

---

•	Owned and leased hotels, which consists of our owned and leased full service and select service hotels and, for purposes of segment Adjusted EBITDA, our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture.

•	Americas management and franchising ("Americas"), which consists of our management and franchising of properties located in the United States, Latin America, Canada and the Caribbean.

•	ASPAC management and franchising ("ASPAC"), which consists of our management and franchising of properties located in Southeast Asia, as well as greater China, Australia, South Korea, Japan and Micronesia.

•	EAME/SW Asia management and franchising ("EAME/SW Asia"), which consists of our management and franchising of properties located primarily in Europe, Africa, the Middle East, India, Central Asia and Nepal.

---

---

---

---

---

---

---

---

---

---

•

effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (a) any acquisition of any of our or our subsidiaries' securities (or beneficial ownership thereof) (except through the proper exercise of preemptive rights granted under the 2007 Stockholders' Agreement), or rights or options to acquire any of our or our subsidiaries' securities (or beneficial ownership thereof), or any of our or our subsidiaries' or affiliates' assets, indebtedness or businesses, (b) any tender or exchange offer, merger or other business combination involving us or any of our subsidiaries or affiliates or any assets constituting a significant portion of our consolidated assets, (c) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to us or any of our subsidiaries or affiliates, or (d) any "solicitation" of "proxies" (as such terms are used in the proxy rules under the Exchange Act) or written consents with respect to any of our or our affiliates' voting securities. For this purpose, the term "affiliates" means our affiliates primarily engaged in the hospitality, lodging and/or gaming industries;

•	form, join or in any way participate in a "group" (within the meaning of Section 13(d) of the Exchange Act) with respect to us where such group seeks to acquire any of our equity securities;

•	otherwise act, alone or in concert with others, to seek representation on or to control or influence our or our subsidiaries' management, board of directors or policies;

•	take any action which would or would reasonably be expected to force us to make a public announcement regarding any of the types of matters set forth in the first bullet point above;

•	own more than 12% of the issued and outstanding common stock, unless such ownership arises as a result of any action not taken by or on behalf of such stockholder or a related person of such stockholder; or

•	request that we or any of our representatives, directly or indirectly, amend or waive any of the foregoing provisions.

---

•	changes and volatility in general economic conditions, including the severity and duration of any downturn in the U.S., Europe or global economy and financial markets;

•	war, civil unrest, terrorist activities or threats and heightened travel security measures instituted in response to these events;

•	fear of outbreaks or outbreaks of pandemic or contagious diseases;

•	climate change and resource scarcity, such as water and energy scarcity;

•	natural or man-made disasters, such as earthquakes, tsunamis, tornados, hurricanes, floods, oil spills and nuclear incidents;

•	changes in the desirability of particular locations or travel patterns of customers;

•	decreased corporate budgets and spending and cancellations, deferrals or renegotiations of group business;

•	low consumer confidence, high levels of unemployment and depressed housing prices;

•	the financial condition of the airline, automotive and other transportation-related industries and its impact on travel;

•	decreased airline capacities and routes;

•	travel-related accidents;

•	oil prices and travel costs;

•	statements, actions or interventions by governmental officials related to travel and corporate travel-related activities, and the resulting negative public perception of such travel and activities;

•	domestic and international political and geo-political conditions, including changes in trade policy;

•	changes in taxes and governmental regulations that influence or set wages, prices, interest rates or construction and maintenance procedures and costs;

•	the costs and administrative burdens associated with compliance with applicable laws and regulations;

•	changes in operating costs, including, but not limited to, labor (including minimum wage increases), energy, food, workers' compensation, benefits, insurance and unanticipated costs resulting from force majeure events;

•	significant increases in cost for healthcare coverage for employees and potential government regulation with respect to health coverage;

•	the lack of availability, or increase in the cost, of capital for us or our existing and potential owners;

•	the attractiveness of our properties to consumers and potential owners and competition from other hotels and alternative lodging marketplaces, including online accommodation search and/or reservation services;

•	cyclical over-building in the hotel, all inclusive and vacation ownership industries; and

•	organized labor activities, which could cause a diversion of business from hotels involved in labor negotiations and loss of group business for our hotels generally as a result of certain labor tactics.

---

•	the laws, regulations and policies (including taxation policies) of foreign governments relating to investments and operations, the costs or desirability of complying with local practices and customs, and the impact of various anti-corruption and other laws affecting the activities of U.S. companies abroad;

•	currency exchange rate fluctuations or currency restructurings;

•	limitations/penalties on the repatriation of non-U.S. earnings;

•	import and export licensing requirements and regulations, as well as unforeseen changes in regulatory requirements, including imposition of tariffs or embargoes, export regulations and controls and other trade restrictions;

•	political and economic instability;

•	the difficulty of managing an organization doing business in many jurisdictions;

•	uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses; and

•	rapid changes in government, economic and political policies, political or civil unrest, acts of terrorism or the threat of international boycotts or U.S. anti-boycott legislation.

---

---

---

---

•	governmental regulations relating to real estate ownership;

•	real estate, insurance, zoning, tax, environmental and eminent domain laws;

•	the ongoing need for owner funded capital improvements and expenditures to maintain or upgrade properties;

•	risks associated with mortgage debt, including the possibility of default, fluctuating interest rate levels and the availability of replacement financing;

•	risks associated with the possibility that cost increases will outpace revenue increases and that in the event of an economic slowdown, the high proportion of fixed costs will make it difficult to reduce costs to the extent required to offset declining revenues;

•	fluctuations in real estate values or potential impairments in the value of our assets; and

•	the relative illiquidity of real estate compared to some other assets.

---

•	go bankrupt or otherwise are unable to meet their capital contribution obligations;

•	have economic or business interests or goals that are or become inconsistent with our business interests or goals;

•	are in a position to take action contrary to our instructions, our requests, our policies, our objectives or applicable laws;

•	subject the property to liabilities exceeding those contemplated;

•	take actions that reduce our return on investment; or

•	take actions that harm our reputation or restrict our ability to run our business.

---

•	issuing shares of stock that could dilute the interests of our existing stockholders;

•	spending cash and incurring debt;

•	assuming contingent liabilities;

•	contributing properties or related assets to hospitality ventures that could result in recognition of losses; or

•	creating additional expenses.

•	coordinating sales, distribution and marketing functions;

•	integrating technology information systems; and

•	preserving the important licensing, distribution, marketing, customer, labor and other relationships of the acquired assets.

•	construction delays or cost overruns (including labor and materials) that may increase project costs;

•	obtaining zoning, occupancy and other required permits or authorizations;

•	changes in economic conditions that may result in weakened or lack of demand or negative project returns;

---

•	governmental restrictions on the size or kind of development;

•	force majeure events, including earthquakes, tornados, hurricanes, floods or tsunamis; and

•	design defects that could increase costs.

---

•	a risk that cash flow from operations will be insufficient to meet required payments of principal and interest;

•	restrictive covenants, including covenants related to certain financial ratios. See Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for further information related to restrictions under our financial covenants; and

•	the risk that any increase in the interest rate applicable to any borrowings under our revolving credit facility could reduce our cash flows available for other corporate purposes, including investments in our portfolio, could limit our ability to refinance existing debt when it matures or could increase interest costs on any debt that is refinanced.

---

---

---

•	health and safety;

•	the use, management and disposal of hazardous substances and wastes;

•	discharges of waste materials into the environment, such as refuse or sewage; and

•	air emissions.

---

•	be expensive and time consuming to defend;

•	force us to stop providing products or services that use the intellectual property that is being challenged;

•	force us to redesign or rebrand our products or services;

•	divert our management's attention and resources;

•	force us to enter into royalty or licensing agreements to obtain the right to use a third-party's intellectual property; or

•	force us to pay significant damages.

---

---

•	quarterly variations in our operating results compared to market expectations;

•	annual variations in our operating results compared to our guidance;

•	announcements of acquisitions of or investments in other businesses and properties or dispositions;

•	announcements of new services or products or significant price reductions by us or our competitors;

•	size of our public float;

•	future conversions to and sales of our Class A common stock by current holders of Class B common stock in the public market, or the perception in the market that the holders of a large number of shares of Class B common stock intend to sell shares;

•	stock price performance of our competitors;

•	fluctuations in stock market prices and volumes in the U.S. and abroad;

•	low investor confidence;

•	default on our indebtedness or foreclosure of our properties;

•	changes in senior management or key personnel;

---

•	downgrades or changes in financial estimates by securities analysts or negative reports published by securities analysts about our business or the hospitality industry in general;

•	negative earnings or other announcements by us or other hospitality companies;

•	downgrades in our credit ratings or the credit ratings of our competitors;

•	issuances or repurchases of equity or debt securities;

•	a decision to pay or not to pay dividends;

•	terrorist activities or threats of such activities, civil or political unrest or war; and

•	global economic, legal and regulatory factors unrelated to our performance.

•	Our amended and restated certificate of incorporation provides for a dual class ownership structure, in which our Class B common stock is entitled to ten votes per share and our Class A common stock is entitled to one vote per share. As a result of this structure, our major stockholders have significant influence or actual control over matters requiring stockholder approval.

•

Voting agreements entered into with or among our major stockholders require these stockholders to vote their shares consistent with the recommendation of our board of directors, assuming in certain instances that a majority of a minimum of three independent directors (excluding for such purposes any Pritzker) or, in the case of transactions involving us and an affiliate, all of such minimum of three independent directors (excluding for such purposes any Pritzker) agree with the recommendation. While the voting agreements are in effect, they may provide our board of directors with effective control over matters requiring stockholder approval.

•

Lock-up agreements entered into with stockholders party to our 2007 Stockholders' Agreement limit the ability of these stockholders to sell their shares to any person who would be required to file a Schedule 13D with the SEC disclosing an intent to acquire the shares other than for investment purposes and, in certain instances, to competitors of ours in the hospitality, lodging or gaming industries.

•

Stockholders party to our 2007 Stockholders' Agreement have agreed, subject to certain limited exceptions, to "standstill" provisions that prevent the stockholders from acquiring additional shares of our common stock, making or participating in acquisition proposals for us or soliciting proxies in connection with meetings of our stockholders, unless the stockholders are invited to do so by our board of directors.

---

•	Our board of directors is divided into three classes, with each class serving for a staggered three-year term, which prevents stockholders from electing an entirely new board of directors at an annual meeting.

•	Our directors may be removed only for cause, which prevents stockholders from being able to remove directors without cause other than those directors who are being elected at an annual meeting.

•	Our amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors. As a result, holders of our Class B common stock will control the election of directors and the ability of holders of our Class A common stock to elect director candidates will be limited.

•	Vacancies on our board of directors, and any newly created director positions created by the expansion of the board of directors, may be filled only by a majority of remaining directors then in office.

•	Actions to be taken by our stockholders may only be effected at an annual or special meeting of our stockholders and not by written consent.

•	Special meetings of our stockholders can be called only by the Chairman of the Board or by our corporate secretary at the direction of our board of directors.

•	Advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors and propose matters to be brought before an annual meeting of our stockholders may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.

•	Our board of directors may, without stockholder approval, issue series of preferred stock, or rights to acquire preferred stock, that could dilute the interest of, or impair the voting power of, holders of our common stock or could also be used as a method of discouraging, delaying or preventing a change of control.

•	An affirmative vote of the holders of at least 80% of the voting power of our outstanding capital stock entitled to vote is required to amend any provision of our certificate of incorporation or bylaws.

---

---

---

---

---

---

---

---

(1)	Unless otherwise indicated, ownership percentages include both the property and the underlying land.

(2)	Property is accounted for as a capital lease.

(3)	Property is accounted for as an operating lease.

(4)	Our ownership interest in the property is subject to a third-party ground lease on the land.

(5)	We own a 50% interest in the entity that is the operating lessee and it is an unconsolidated hospitality venture.

(6)	We own a 100% interest in the entity that is the operating lessee.

(7)	Our ownership interest is derived through a long leasehold interest in the hotel building, with a nominal annual rental payment.

---

---

---

---

---

---

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

---

---

---

(1)

Represents revenues we receive from third-party property owners who reimburse us for costs we incur on their behalf, with no added margin. These costs relate primarily to payroll at managed properties where we are the employer, as well as reservations, marketing and technology costs. As a result, these revenues have no effect on our profit, although they do increase our total revenues and the corresponding costs increase our total expenses.

---

•	281 managed properties (92,021 rooms), all of which we operate under management agreements with third-party property owners;

•	304 franchised properties (50,417 rooms), all of which are owned by third parties that have franchise agreements with us and are operated by third parties;

•	35 owned properties (18,013 rooms) (including 1 consolidated hospitality venture), 1 capital leased property (171 rooms) and 7 operating leased properties (2,411 rooms), all of which we manage; and

•	23 managed properties and 6 franchised properties owned or leased by unconsolidated hospitality ventures (8,100 rooms).

•	6 all inclusive resorts (2,401 rooms), all of which are owned and operated by an unconsolidated hospitality venture that has franchise agreements with us;

•	16 vacation ownership properties (1,038 units), all of which are licensed by ILG under the Hyatt Residence Club brand and operated by third parties, including ILG and its affiliates; and

•	19 residential properties (2,546 units), which consist of branded residences and serviced apartments. We manage all of the serviced apartments and those branded residential units that participate in a rental program with an adjacent Hyatt-branded hotel.

---

•	interest expense;

•	provision for income taxes;

•	depreciation and amortization;

•	equity earnings (losses) from unconsolidated hospitality ventures;

•	stock-based compensation expense;

•	gains (losses) on sales of real estate and other;

•	asset impairments;

•	other income (loss), net; and

•	net income attributable to noncontrolling interests.

---

---

---

---

---

•	acquired Thompson Miami Beach for a purchase price of approximately $238 million. The hotel was subsequently rebranded as The Confidante Miami Beach, and added to The Unbound Collection by Hyatt;

•

acquired our partners' share in Andaz Maui at Wailea Resort and villas for a net purchase price of approximately $136 million. We accounted for the transaction as a step acquisition and recorded a gain through equity earnings (losses) from unconsolidated hospitality ventures of $14 million. Additionally, prior to the acquisition the unconsolidated hospitality venture repaid $121 million of third-party debt;

•	acquired Royal Palms Resort and Spa in Phoenix, Arizona for a net purchase price of approximately $86 million and added the hotel to The Unbound Collection by Hyatt;

•	sold Andaz 5th Avenue for a net sales price of $240 million and entered into a long-term management agreement with the purchaser of the hotel;

•	sold the shares of the company that owns Hyatt Regency Birmingham (U.K.) for a net sales price of approximately $49 million and entered into a long-term management agreement with the purchaser of the hotel; and

•	two unconsolidated hospitality ventures in which we hold or held an ownership interest and that are classified as equity method investments sold five Hyatt Place hotels for which we received combined proceeds of $15 million.

•	sold Hyatt Regency Indianapolis for a net sales price of $69 million and entered into a long-term franchise agreement with the purchaser of the hotel;

•	two unconsolidated hospitality ventures in which we hold or held an ownership interest and are classified as equity method investments sold two Hyatt House hotels for which we received combined proceeds of $16 million;

•	sold a Hyatt House hotel for a net sales price of $5 million; and

•	sold an entity which held an interest in one of our foreign currency denominated equity method investments, for which we received proceeds of $3 million. In connection with the sale, we released $21 million of accumulated foreign currency translation losses.

•	sold 38 select service properties for approximately $581 million and entered into long-term franchise agreements with the purchaser of the hotels;

•

sold the Hyatt Residential Group for $220 million, net of working capital adjustments, which includes an interest in an unconsolidated hospitality venture that owns a vacation ownership property in Maui, Hawaii, as well as a full service hotel. We entered into a master license agreement and receive ongoing license fees under this agreement. The Hyatt Residence Club and the vacation ownership resorts retained the Hyatt Residence Club brand;

•	sold nine select service properties and one full service property for a combined $311 million. The properties remain Hyatt-branded hotels under long-term agreements;

---

•	acquired Park Hyatt New York for a purchase price of approximately $392 million;

•

acquired Hyatt Regency Lost Pines Resort and Spa and adjacent land from an unconsolidated hospitality venture for a net purchase price of approximately $164 million. We accounted for the transaction as a step acquisition and recorded a gain through equity earnings (losses) from unconsolidated hospitality ventures of $12 million. As part of the acquisition, we recorded debt of approximately $69 million, inclusive of a $3 million debt premium;

•	sold Hyatt Regency Vancouver for approximately $116 million and entered into a long-term management agreement with the purchaser of the hotel;

•	sold Park Hyatt Washington for approximately $97 million and entered into a long-term management agreement with the purchaser of the hotel;

•	sold Park Hyatt Toronto for approximately $88 million and entered into a long-term management agreement with the purchaser of the hotel;

•	sold five Hyatt Place hotels for a total of $51 million, net of closing costs, and entered into long-term franchise agreements with the purchasers of the hotels;

•	four unconsolidated hospitality ventures in which we held an ownership interest each sold a hotel to a third party. The hotels remain Hyatt-branded hotels under long-term management or franchise agreements; and

•	acquired Hyatt Regency Grand Cypress for $191 million after exercising our purchase option under a capital lease.

---

---

---

---

•	$42 million increase in earnings from distributions from three of our unconsolidated hospitality ventures, related to debt refinancings;

•

$35 million increase due to foreign currency volatility at one of our unconsolidated hospitality ventures which holds loans denominated in a currency other than its functional currency. During the year ended December 31, 2016, we recognized foreign currency gains of $7 million compared to the year ended December 31, 2015 in which we recognized foreign currency losses of $28 million. A portion of the loan balance was refinanced at the end of 2015 and therefore we anticipate decreased exposure in future periods as compared to 2015;

•	$14 million gain related to the 2016 acquisition of our partners' share in Andaz Maui at Wailea Resort and villas that was recorded as a step acquisition;

•	$21 million increase as a result of losses recognized during the year ended December 31, 2015 related to the sale of an entity that held an interest in one of our foreign currency denominated unconsolidated hospitality ventures and the release of accumulated foreign currency translation losses upon sale;

•	$13 million increase primarily attributable to expenses recognized in the year ended December 31, 2015 related to debt repayment guarantees entered into by our unconsolidated hospitality ventures; and

•	$9 million decrease related to impairment charges recorded related to four unconsolidated hospitality ventures during the year ended December 31, 2016.

•	$23 million increase in foreign currency losses at one of our unconsolidated hospitality ventures which holds loans denominated in a currency other than its functional currency, resulting in losses due to currency volatility during the period;

•	$21 million decrease related to gains on sales of hotels by unconsolidated hospitality ventures in which we held an interest. During the year ended December 31, 2015 we recognized gains of $13 million compared to the year ended December 31, 2014 in which we recognized gains of $37 million;

---

•	$21 million decrease attributable to the release of accumulated foreign currency translation losses related to the aforementioned sale of an entity that held an interest in one of our foreign currency denominated unconsolidated hospitality ventures during the year ended December 31, 2015;

•	$16 million decrease related to timing of recognition of expenses due to debt repayment guarantees entered into during 2015 related to three of our unconsolidated hospitality ventures; and

•	$11 million decrease attributable to operating and non-operating losses related to one of our unconsolidated hospitality ventures which was driven primarily by interest, tax, and other nonrecurring expenses recorded during the period.

---

---

---

•	the opening of Grand Hyatt Rio de Janeiro in 2016;

•	the dispositions of Andaz 5th Avenue and Hyatt Regency Birmingham (U.K.) in 2016.

---

•	the sale of Park Hyatt Toronto, Hyatt Regency Vancouver, Park Hyatt Washington and one additional full service hotel and 52 select service hotels in 2014; and

•	the acquisition of Hyatt Regency Lost Pines Resort and Spa from an unconsolidated hospitality venture in 2014; and

•	the acquisition of Park Hyatt New York and the opening of one select service hotel in 2014.

---

---

---

---

---

---

---

---

---

•	We acquired Thompson Miami Beach for approximately $238 million.

•	Capital expenditures were $211 million (see "—Capital Expenditures" below).

•	We purchased our partners' interest in Andaz Maui at Wailea Resort and villas for $136 million, net of cash acquired. Additionally, prior to the acquisition we contributed $71 million to the unconsolidated hospitality venture and provided $37 million of financing receivables to our partners to repay the venture's third-party debt. Our partners repaid the financing receivables during 2016.

•	We invested $33 million in unconsolidated hospitality ventures, excluding our contribution to Andaz Maui at Wailea Resort and villas discussed above.

•	We acquired Royal Palms Resort and Spa for a net purchase price of approximately $86 million.

•	We acquired land for $25 million for future development in Philadelphia.

•	We sold Andaz 5th Avenue for approximately $240 million, net of closing costs and proration adjustments.

•	We received distributions of $132 million from unconsolidated hospitality ventures.

•	We sold the shares of the company that owns Hyatt Regency Birmingham (U.K.) for approximately $49 million, net of closing costs and proration adjustments.

•	We released $29 million from restricted cash related to the finalization from the Canada Revenue Agency in connection with the 2014 disposition of Park Hyatt Toronto.

•	Capital expenditures were $269 million (see "—Capital Expenditures" below).

---

•	We had net purchases of $121 million of marketable securities and short-term investments related to Hyatt Gold Passport and our captive insurance companies.

•	We invested a total of $37 million in investments which includes $35 million in unconsolidated hospitality ventures.

•	We released $143 million from escrow to cash and cash equivalents related to release of proceeds from like-kind exchanges.

•	We received net proceeds of $100 million from the maturity of time deposits.

•	We sold Hyatt Regency Indianapolis for approximately $69 million.

•	We received proceeds of $28 million from financing receivables.

•	We released $19 million from restricted cash related to the development of a hotel in Brazil.

•	Two unconsolidated hospitality ventures in which we hold or held ownership interests and are classified as equity method investments sold two select service properties to third parties for total proceeds of $16 million.

•	We sold land and construction in progress for approximately $14 million.

•	We sold a Hyatt House hotel for approximately $5 million.

•	We sold a portfolio of 38 select service properties for approximately $581 million.

•	We sold nine select service properties and one full service property for $310 million, net of closing costs and cash transferred.

•	We sold Hyatt Residential Group for net proceeds of $220 million, which includes an interest in a joint venture that owns a vacation ownership property in Maui, Hawaii, as well as a full service hotel.

•	We sold two full service properties in Canada for a net total of $204 million, of which $87 million was classified as restricted cash pending clearance from the Canada Revenue Agency pursuant to Withholding Tax Escrow Agreements.

•	We sold Park Hyatt Washington for approximately $97 million.

•	We released $74 million from restricted cash in conjunction with the 2013 sale of Hyatt Key West.

•	We received proceeds of $56 million, which primarily related to two mezzanine loan receivables.

•	We sold five Hyatt Place properties for $51 million.

•	Four unconsolidated hospitality ventures in which we held ownership interests and that are classified as equity method investments sold four properties to third parties for $64 million, of which $30 million related to investing activities.

•	We acquired Park Hyatt New York for $391 million, net of acquired cash of $1 million.

•	Capital expenditures were $253 million (see "—Capital Expenditures" below).

•	We acquired Hyatt Regency Lost Pines Resort and Spa and adjacent land from an unconsolidated hospitality venture in which we hold an 8.2% interest for $157 million, net of acquired cash and cash equivalents of $7 million.

•	We purchased a net total of $101 million of marketable securities and short-term investments.

•	We invested a total of $114 million in investments which includes $98 million in unconsolidated hospitality ventures.

---

(1)

Excludes approximately $745 million and $692 million of our share of unconsolidated hospitality venture indebtedness at December 31, 2016 and December 31, 2015, respectively, substantially all of which is non-recourse to us and a portion of which we guarantee pursuant to separate agreements. In the event our investment in Playa is no longer accounted for under the equity method as discussed in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations" our share of unconsolidated hospitality venture indebtedness would decrease by approximately $200 million.

---

•	create any liens on our principal properties, or on the capital stock or debt of our subsidiaries that own or lease principal properties, to secure debt without also effectively providing that the Senior Notes are secured equally and ratably with such debt for so long as such debt is so secured; or

•	enter into any sale and leaseback transactions with respect to our principal properties.

---

---

(1)	Includes principal as well as interest payments. Assumes constant foreign exchange rates at December 31, 2016 for floating rate debt and international debt.

(2)	Primarily consists of deferred compensation plan liabilities. Excludes $100 million in long-term tax positions due to the uncertainty related to the timing of the reversal of those positions.

(1)	Consists of contractual agreements with third-party owners which require us to guarantee payments to the owners if specified levels of operating profit are not achieved by their hotels.

(2)

Consists of various debt repayment guarantees related to our unconsolidated hospitality ventures and certain managed hotels. Certain of these underlying debt agreements have extension periods which are not reflected in the table above. With respect to certain of these debt repayment guarantees we have agreements with either our unconsolidated hospitality venture partner, the respective hotel owners or other third parties which reduce our maximum guarantee which are not reflected in the table above.

---

---

---

---

---

---

Item 10.	Directors, Executive Officers and Corporate Governance.

Item 11.	Executive Compensation.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

---

---

Item 14.	Principal Accountant Fees and Services.

---

Item 15.	Exhibits and Financial Statement Schedule.

(a)	Financial Statements

(b)	Financial Statement Schedule

(c)	Exhibits

Item 16.	Form 10-K Summary.

---

---

---

---

---

---

---

---

---

---

---

•	Owned and leased hotels revenues are derived from room rentals and services provided at our owned and leased properties and are recorded when rooms are occupied and services have been rendered. Sales and occupancy taxes are recorded on a net basis in the consolidated statements of income.

•	Management and franchise fees earned from hotels managed and franchised worldwide:

–

Management fees primarily consist of a base fee, which is generally computed as a percentage of gross revenues, and an incentive fee, which is generally computed based on a hotel profitability measure. Base fee revenues are recognized when earned in accordance with the terms of the contract. We recognize incentive fees that would be due as if the contract were to terminate at that date, exclusive of any termination fees payable or receivable by us.

–	Realized gains from the sale of hotel real estate assets where we maintain substantial continuing involvement in the form of a long-term management contract are deferred and recognized as management fee revenue over the term of the underlying management contract.

–

Franchise fees consist of an initial application fee and continuing royalty fees calculated based on a percentage of gross room revenues and in certain circumstances, food and beverage revenues and are recognized as the fees are earned and become due from the franchisee and when all material services or conditions relating to the sale have been substantially performed or satisfied by the franchisor.

•	Other revenues:

–

Other revenues include revenues from our co-branded credit card. We recognize revenue from our co-branded credit card upon: (1) the sale of points to our third-party partner and (2) the fulfillment or expiration of a card member's promotional awards. We receive fees from our third-party partner upon activation of each credit card once the card member reaches a specified level of spend, which we defer until the associated promotional nights awarded are redeemed or expired.

---

–

Other revenues also include revenues from our vacation ownership business, earned through the date of the sale of the business in the fourth quarter of 2014. Prior to the sale, we recognized vacation ownership revenue when a minimum of 10% of the purchase price for the interval had been received, the period of cancellation with refund had expired, and receivables were deemed collectible. For sales that did not qualify for full revenue recognition, as the project had progressed beyond the preliminary stages, but had not yet reached completion, all revenue and associated direct expenses were initially deferred and recognized in earnings through the percentage-of-completion method. In periods subsequent to the sale of the business, we earn license fees that are recorded to management and franchise fees on our consolidated statements of income.

•

Other revenues from managed properties represent the reimbursement of costs incurred on behalf of the owners of hotel properties we manage. These costs relate primarily to payroll costs at managed properties where we are the employer, as well as reservations, marketing and technology costs. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our net income.

•	$40 million and $70 million, respectively, related to sales proceeds from the 2014 dispositions of two Canadian hotels, as the Canadian tax regulations require a portion of the proceeds be classified as restricted until completion of regulatory review (see Note 7);

•	$14 million and $13 million, respectively, related to debt service on bonds acquired in connection with the acquisition of the entity that owned Grand Hyatt San Antonio (see Note 9); in addition, we have $11 million and $10 million, respectively, recorded in other assets; and

•	$9 million and $7 million, respectively, related to our captive insurance subsidiary for minimum capital and surplus requirements in accordance with local insurance regulations (see Note 14).

•	Trading securities—recorded at fair value based on listed market prices or dealer price quotations where available. Realized gains and losses on trading securities are reflected in net gains and interest income from marketable securities held to fund operating programs on our consolidated statements of income.

•	AFS securities—recorded at fair value as described in Note 4. Unrealized gains and losses on AFS securities are reported as part of accumulated other comprehensive loss on the consolidated balance sheets. Realized gains and losses on AFS securities are recognized in other income (loss), net on our consolidated statements of income.

---

•	HTM securities—debt security investments which we have the ability to hold until maturity and are recorded at amortized cost.

---

---

---

•

SARs—Each vested SAR gives the holder the right to the difference between the value of one share of our Class A common stock at the exercise date and the value of one share of our Class A common stock at the grant date. Vested SARs can be exercised over their life as determined in accordance with the LTIP. All SARs have a 10-year contractual term, are settled in shares of our Class A common stock and are accounted for as equity instruments.

•

RSUs—Each vested RSU will be settled by delivery of a single share of our Class A common stock with the exception of insignificant portions of the March 2016, March 2015, February 2014, March 2013, and June 2013 awards which will be settled in cash. The value of the RSUs is based upon the fair value of our common stock at the grant date, based upon a valuation of the Company prior to IPO, or the closing stock price of our Class A common stock for the December 2009 award and all subsequent awards. Awards issued prior to our November 2009 IPO are deferred in nature and will be settled once all tranches of the award have fully vested or otherwise as provided in the relevant agreements, while all awards issued in December 2009 and later will be settled as each individual tranche vests under the relevant agreements.

•

PSs—The Company has granted PSs to certain executive officers. The number of PSs that will ultimately vest with no further restrictions on transfer depends upon the performance of the Company at the end of the applicable three year performance period relative to the applicable performance target. The PSs vest in full if the maximum performance metric is achieved, and generally subject to continued employment through the applicable performance period. At the end of the performance period, the PSs that do not vest will be forfeited. The PSs will vest at the end of the performance period only if the performance threshold is met and continued service requirements are satisfied; there is no interim performance metric except in the case of certain change in control transactions.

•

PSUs—The Company has granted PSUs to certain executive officers. PSUs vest and are settled in Class A common stock based upon the performance of the Company through the end of the applicable three year performance period relative to the applicable performance target, and generally subject to continued employment through the applicable performance period. The PSUs will vest at the end of the performance period only if the performance threshold is met and continued service requirements are satisfied; there is no interim performance metric except in the case of certain change in control transactions.

---

•

Under existing guidance, gains on sales of real estate when we maintain substantial continuing involvement are deferred and amortized into management and franchise fee revenues. Upon adoption of ASU 2014-09, gains on sales of real estate assets will be recognized when control of the property transfers to the buyer. We expect any remaining unamortized deferred gains as of our date of adoption will be included as an adjustment to equity. For the

---

•

Under existing guidance, amortization of management and franchise agreement intangibles is recorded within depreciation and amortization on our consolidated statements of income. Upon adoption of ASU 2014-09, management and franchise agreement intangibles may meet the definition of consideration paid to a customer and therefore, could be recorded as contra-revenue within management and franchise fees on our consolidated statements of income.

•

Under existing guidance, incentive fees are recognized in the amount that would be due as if the contract were to terminate at that date. Under ASU 2014-09, variable consideration is included in the transaction price only if it is probable that a significant reversal in the cumulative amount of revenue recognized would not occur when the uncertainty associated with the variable consideration is subsequently resolved. This may result in a different pattern of recognition for incentive fees for certain contracts.

•	Under existing guidance, franchise application fees are recognized at a point in time. Upon adoption of ASU 2014-09, initial franchise application fees will be recognized over time.

---

•	We purchased our partners' interests in Andaz Maui at Wailea Resort and villas. The transaction was accounted for as a step acquisition and we recorded a gain of $14 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income in our owned and leased hotels segment. See Note 7 for further discussion of our acquisition.

•	We sold our ownership interest in an equity method investment within our owned and leased hotels segment for which we received proceeds of $4 million. We recorded a gain of $3 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

•

Two unconsolidated hospitality ventures in which we hold or held an ownership interest and which are classified as equity method investments within our owned and leased hotels segment, sold five Hyatt Place hotels, for which we received combined proceeds of $15 million. We recorded gains of $7 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

---

•	Unconsolidated hospitality ventures in which we hold or held an ownership interest, which are classified as equity method investments within our owned and leased hotels segment sold two Hyatt Place hotels for which we received proceeds of $16 million. We recorded gains of $13 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

•

We sold an entity which held an interest in one of our foreign currency denominated equity method investments within our owned and leased hotels segment, for which we received proceeds of $3 million. In connection with the sale, we released $21 million of accumulated foreign currency translation losses, which was recorded to equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

•

We purchased Hyatt Regency Lost Pines Resort and Spa and adjacent land from an unconsolidated hospitality venture in which we held an 8.2% interest, for a net purchase price of approximately $164 million. This transaction was accounted for as a step acquisition and we recorded a gain of $12 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income in our owned and leased hotels segment. See Note 7 for further discussion of our acquisition.

•

Unconsolidated hospitality ventures in which we held an ownership interest and which were classified as equity method investments within our owned and leased hotels segment, sold the following hotels to third parties, resulting in deferred gains that are being amortized over the term of the management agreements in management and franchise fees within the Americas management and franchising segment:

•	A Hyatt Place hotel, for which we received proceeds of $12 million and recorded a deferred gain of $10 million; and

•	Hyatt Regency DFW International Airport and another building, for which we received proceeds of $19 million and recorded a deferred gain of $18 million.

•	Unconsolidated hospitality ventures in which we held an ownership interest and which were classified as equity method investments within our owned and leased hotels segment, sold two Hyatt Place hotels, for which we received proceeds of $33 million. We recorded gains of $22 million in equity earnings (losses) from unconsolidated hospitality ventures on our consolidated statements of income.

---

---

---

---

---

---

---

---

---

---

---

•

In 2009, we issued $250 million of 6.875% senior notes due 2019, at an issue price of 99.864% (the "2019 Notes"). During the year ended December 31, 2013, we purchased $54 million aggregate principal amount of 2019 Notes in a cash tender offer at a purchase price of $66 million, which included premiums payable in connection with the cash tender offer. Following the cash tender offer, $196 million aggregate principal amount of 2019 Notes remains outstanding.

•

In 2011, we issued $250 million of 3.875% senior notes due 2016, at an issue price of 99.571% (the "2016 Notes"), and $250 million of 5.375% senior notes due 2021, at an issue price of 99.846% (the "2021 Notes"). During the year ended December 31, 2016, we redeemed all of our outstanding 2016 Notes, of which an aggregate principal amount of $250 million was outstanding. The redemption price, which was calculated in accordance with the terms of the 2016 Notes and included principal and accrued interest plus a make-whole premium, was $254 million. The make-whole premium was recorded within other income (loss), net on our consolidated statements of income, see Note 20.

---

•	In 2013, we issued $350 million of 3.375% senior notes due 2023 at an issue price of 99.498% (the "2023 Notes").

•

In 2016, we issued $400 million of 4.850% senior notes due 2026, at an issue price of 99.920% (the "2026 Notes" and together with the 2016 Notes, the 2019 Notes, 2021 Notes and the 2023 Notes, the "Senior Notes"). We received net proceeds of $396 million from the sale of the 2026 Notes, after deducting discounts and offering expenses of approximately $4 million. We used a portion of the net proceeds to pay for the redemption of the 2016 Notes (as described above), with the remaining proceeds intended to be used for general corporate purposes.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

•

Owned and leased hotels—This segment derives its earnings from owned and leased hotel properties located predominantly in the United States, but also in certain international locations and for purposes of segment Adjusted EBITDA, includes our pro rata share of the Adjusted EBITDA of our unconsolidated hospitality ventures, based on our ownership percentage of each venture. Adjusted EBITDA includes intercompany expenses related to management fees paid to the Company's management and franchising segments, which are eliminated in consolidation. Intersegment revenues relate to promotional award redemptions earned by our owned and leased hotels related to our co-branded credit card, which are eliminated in consolidation.

•

Americas management and franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in the United States, Latin America, Canada and the Caribbean. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to payroll costs at managed properties where the Company is the employer. These revenues and costs are recorded within other revenues

---

•

ASPAC management and franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located in Southeast Asia, as well as Greater China, Australia, South Korea, Japan and Micronesia. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to reservations, marketing and technology costs. These revenues and costs are recorded within other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees collected from the Company’s owned hotels, which are eliminated in consolidation.

•

EAME/SW Asia management and franchising—This segment derives its earnings primarily from a combination of hotel management and licensing of our portfolio of brands to franchisees located primarily in Europe, Africa, the Middle East, India, Central Asia and Nepal. This segment’s revenues also include the reimbursement of costs incurred on behalf of managed hotel property owners and franchisees with no added margin. These costs relate primarily to reservations, marketing and technology costs. These revenues and costs are recorded within other revenues from managed properties and other costs from managed properties, respectively. The intersegment revenues relate to management fees collected from the Company’s owned hotels, which are eliminated in consolidation.

---

(a)	Intersegment revenues are included in the management and franchise fees revenues and owned and leased hotels revenues and eliminated in Eliminations.

---

---

---

---

---

---

---

---

---

---

---

+	Management contract or compensatory plan or arrangement.