We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Wyndham Destinations Inc | NYSE:WYND | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 51.75 | 0 | 01:00:00 |
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
|
DELAWARE
|
|
20-0052541
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
22 SYLVAN WAY
|
|
07054
|
PARSIPPANY, NEW JERSEY
|
|
(Zip Code)
|
(Address of principal executive offices)
|
|
|
|
|
Name of each exchange
|
Title of each Class
|
|
on which registered
|
Common Stock, Par Value $0.01 per share
|
|
New York Stock Exchange
|
Large accelerated filer
|
þ
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
|
|
(Do not check if a smaller
reporting company)
|
|
|
|
|
Page
|
|
PART I
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
PART II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
PART III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
PART IV
|
|
Item 15.
|
||
|
•
|
Wyndham Hotel Group
is the world’s largest hotel company based on the number of properties, with 8,035 hotels and over 697,600 hotel rooms worldwide. We franchise in the upscale, upper midscale, midscale, economy and extended stay segments with a concentration in economy brands. We also provide property management services for full-service and select limited-service hotels. This is predominantly a fee-for-service business that produces recurring revenue streams with steady cash flow and low capital investment requirements.
|
•
|
Wyndham Destination Network
is the world’s largest provider of professionally managed, unique vacation accommodations based on the number of accommodations. We have the world’s largest vacation exchange network with 3.8 million members. Our overall network has over 121,000 vacation accommodations, located in over 110 countries and territories and includes cottages, villas, chalets, vacation ownership condominiums, fractional resorts, second homes, yachts, private residence clubs, traditional hotel rooms and city apartments. This is primarily a fee-for-service business that provides stable revenue streams and produces strong cash flow.
|
•
|
Wyndham Vacation Ownership
is the world’s largest timeshare (also known as vacation ownership) business based on the number of resorts, units, owners and revenues, with 219 resorts and over 887,000 owners. We develop and market
|
•
|
Strategically allocate capital to expand our fee-for-service business models;
|
•
|
Increase cash flow and profitability through superior execution;
|
•
|
Develop innovative services and products to meet the evolving needs of customers; and
|
•
|
Further develop our world class capabilities by strengthening our brands, attracting and developing the best talent and investing in technology.
|
1990
|
|
1992
|
|
1993
|
|
1996
|
Howard Johnson
|
|
Days Inn
|
|
Super 8
|
|
Resort Condominiums International (RCI)
|
Ramada (US)
|
|
|
|
|
|
Travelodge North America
|
2001
|
|
2002
|
|
2004
|
|
2005
|
Wyndham Vacation Resorts
|
|
WorldMark by Wyndham
|
|
Landal GreenParks
|
|
Wyndham Hotels and Resorts
|
Holiday Cottages Group
|
|
Novasol
|
|
Ramada International
|
|
|
Cuendet
|
|
|
|
|
|
|
2006
|
|
2008
|
|
2010
|
|
2011
|
Baymont Inn and Suites
|
|
Microtel Inns and Suites by Wyndham
|
|
Hoseasons
|
|
The Resort Company
|
|
|
Hawthorn Suites by Wyndham
|
|
ResortQuest
|
|
Bahama Bay/Caribe Cove
|
|
|
|
|
James Villa Holidays
|
|
|
|
|
|
|
TRYP by Wyndham
|
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
Shell Vacations Club
|
|
Midtown 45, NYC Property
|
|
Raintree Vacation Club (5 Properties)
|
|
Dolce Hotels and Resorts
|
Wyndham Grand Rio Mar Hotel
|
|
Cumbrian Cottages
|
|
Shoal Bay Resort
|
|
Vacation Palm Springs
|
Oceana Resorts
|
|
|
|
Hatteras Realty, Inc.
|
|
Sea Pearl Resorts
|
Smoky Mountain Property Management
|
|
|
|
|
|
ResortQuest Whistler
|
2016
|
|
|
|
|
|
|
Fen Hotels
|
|
|
|
|
|
|
Blue Chip Holidays
|
|
|
|
|
|
|
Dayz ApS
|
|
|
|
|
|
|
|
|
|
|
Room Supply
|
|
Revenues
|
|
Brand
|
|||||
Region
|
|
Hotels
|
|
(millions)
|
|
(billions)
|
|
Affiliation
|
|||||
United States/Canada
|
|
60,289
|
|
|
5.5
|
|
|
$
|
161
|
|
|
70
|
%
|
Europe
|
|
61,206
|
|
|
4.5
|
|
|
142
|
|
|
40
|
%
|
|
Asia Pacific
|
|
33,082
|
|
|
4.3
|
|
|
110
|
|
|
52
|
%
|
|
Latin America/Middle East
|
|
17,345
|
|
|
1.9
|
|
|
55
|
|
|
43
|
%
|
•
|
Franchise
- Under the franchise model, a company typically grants the use of a brand name to a hotel owner in exchange for royalty fees that are typically a percentage of room sales. Since the royalty fees are a recurring revenue stream and the cost structure is relatively low, the franchise model yields high margins and steady, predictable cash flows. As of
December 31, 2016
, we had 7,923 franchised properties in our hotel portfolio.
|
•
|
Management
- Under the management model, a company provides professional oversight and comprehensive operations support to hotel owners in exchange for base management fees that are typically a percentage of hotel revenue. A company can also earn incentive management fees which are tied to the financial performance of the hotel. As of
December 31, 2016
, we had 110 managed properties in our hotel portfolio.
|
•
|
Ownership
- Under the ownership model, a company owns hotels and bears all financial risks and rewards relating to the hotel, including appreciation and depreciation in the value of the property. As of
December 31, 2016
, we had two owned hotels in our portfolio.
|
•
|
Average daily rate, or ADR
- ADR is defined as total revenue divided by the number of room nights sold. It represents the average price of a room at a hotel or group of hotels.
|
•
|
Average occupancy
- Occupancy is the number of room nights sold divided by the total number of rooms. Average occupancy allows us to gauge demand.
|
•
|
Revenue per available room, or RevPAR
- RevPAR is calculated by multiplying ADR by the average occupancy rate; it is the average price of a room multiplied by the percentage of rooms occupied. RevPAR is the primary metric used by our management to track the performance of our hotels, and it allows us to compare performance across regions, segments, and brands.
|
•
|
System growth
- System growth is derived from the number of gross rooms opened less rooms terminated during the year. System growth provides a measure for the number of rooms added to our portfolio.
|
Year
|
|
Occupancy
|
|
ADR
|
|
RevPAR (*)
|
||||
2011
|
|
60.0%
|
|
$
|
101.77
|
|
|
$
|
61.06
|
|
2012
|
|
61.4%
|
|
106.05
|
|
|
65.13
|
|
||
2013
|
|
62.3%
|
|
110.03
|
|
|
68.51
|
|
||
2014
|
|
64.4%
|
|
115.14
|
|
|
74.12
|
|
||
2015
|
|
65.4%
|
|
120.30
|
|
|
78.68
|
|
||
2016
|
|
65.5%
|
|
123.97
|
|
|
81.19
|
|
||
2017 Estimate
|
|
65.3%
|
|
127.21
|
|
|
83.09
|
|
|
•
|
Luxury
- typically offers first class accommodations and an extensive range of on-property amenities and services, including restaurants, spas, recreational facilities, business centers, concierges, room service and local transportation (shuttle service to airport and/or local attractions). ADR is normally greater than $210 for hotels in this category.
|
•
|
Upper Upscale
- typically offers a full range of on-property amenities and services, including restaurants, spas, recreational facilities, business centers, concierges, room service and local transportation (shuttle service to airport and/or local attractions). ADR normally falls in the range of $145 to $210 for hotels in this category.
|
•
|
Upscale
- typically offers a full range of on-property amenities and services, including restaurants, spas, recreational facilities, business centers, concierges, room service and local transportation (shuttle service to airport and/or local attractions). ADR normally falls in the range of $110 to $145 for hotels in this category.
|
•
|
Upper Midscale
- typically offers restaurants, vending, selected business services, partial recreational facilities (either a pool or fitness equipment) and limited transportation (airport shuttle). ADR normally falls in the range of $90 to $110 for hotels in this category.
|
•
|
Midscale
- typically offers limited breakfast, selected business services, limited recreational facilities (either a pool or fitness equipment) and limited transportation (airport shuttle). ADR normally falls in the range of $65 to $90 for hotels in this category.
|
•
|
Economy
- typically offers basic amenities and a limited breakfast. ADR is normally less than $65 for hotels in this category.
|
Brand
|
|
Primary
Segment
(a)
|
|
Total Hotels
|
|
Rooms
|
|
|
||||||||||||||||
|
|
|
Total
|
|
North
America
(b)
|
|
Latin America
|
|
EMEA
|
|
Asia/Pacific
|
|
RevPAR
|
|||||||||||
|
|
Economy
|
|
2,793
|
|
|
177,191
|
|
|
106,101
|
|
|
350
|
|
|
422
|
|
|
70,318
|
|
|
$
|
27.84
|
|
|
|
Economy
|
|
1,792
|
|
|
143,610
|
|
|
124,306
|
|
|
231
|
|
|
3,777
|
|
|
15,296
|
|
|
34.44
|
|
|
|
|
Midscale
|
|
866
|
|
|
120,809
|
|
|
53,594
|
|
|
4,471
|
|
|
31,458
|
|
|
31,286
|
|
|
39.50
|
|
|
|
|
Upscale
|
|
247
|
|
|
54,143
|
|
|
26,387
|
|
|
8,834
|
|
|
6,920
|
|
|
12,002
|
|
|
60.44
|
|
|
|
|
Economy
|
|
369
|
|
|
42,346
|
|
|
21,105
|
|
|
2,824
|
|
|
243
|
|
|
18,174
|
|
|
30.47
|
|
|
|
|
Midscale
|
|
436
|
|
|
34,614
|
|
|
34,496
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
36.57
|
|
|
|
|
Economy
|
|
402
|
|
|
29,604
|
|
|
29,604
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35.74
|
|
|
|
|
Economy
|
|
336
|
|
|
24,224
|
|
|
22,705
|
|
|
595
|
|
|
—
|
|
|
924
|
|
|
39.55
|
|
|
|
|
Economy
|
|
377
|
|
|
22,912
|
|
|
22,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22.90
|
|
|
|
|
Upper Midscale
|
|
115
|
|
|
16,370
|
|
|
353
|
|
|
2,934
|
|
|
13,018
|
|
|
65
|
|
|
51.06
|
|
|
|
|
Midscale
|
|
149
|
|
|
13,703
|
|
|
13,527
|
|
|
176
|
|
|
—
|
|
|
—
|
|
|
56.84
|
|
|
|
|
Midscale
|
|
111
|
|
|
10,959
|
|
|
10,307
|
|
|
—
|
|
|
652
|
|
|
—
|
|
|
54.60
|
|
|
|
|
Upper Upscale
|
|
21
|
|
|
4,951
|
|
|
3,655
|
|
|
—
|
|
|
1,296
|
|
|
—
|
|
|
85.17
|
|
|
|
|
Upper Midscale
|
|
11
|
|
|
1,464
|
|
|
—
|
|
|
1,464
|
|
|
—
|
|
|
—
|
|
|
53.39
|
|
|
|
|
Upper Midscale
|
|
10
|
|
|
707
|
|
|
—
|
|
|
707
|
|
|
—
|
|
|
—
|
|
|
51.29
|
|
|
Total
|
|
|
|
8,035
|
|
|
697,607
|
|
|
469,052
|
|
|
22,704
|
|
|
57,786
|
|
|
148,065
|
|
|
$
|
36.67
|
|
|
(a)
|
This reflects the primary chain scale segments served using the STR Global definition and method as of December
2016
. STR Global is U.S. centric and categorizes a hotel chain, or brand, based on ADR in the U.S. We utilized these chain scale segments to classify our brands both in the U.S. and internationally.
|
(b)
|
Comprised of U.S., Canada and Puerto Rico.
|
|
|
# of
|
|
# of
|
|
|
|
|
|
|
|||||||
Region
|
|
Properties
|
|
Rooms
|
|
Occupancy
|
|
ADR
|
|
RevPAR
(a)
|
|||||||
United States
(b)
|
|
5,525
|
|
|
429,020
|
|
|
53.0
|
%
|
|
$
|
75.05
|
|
|
$
|
39.77
|
|
Canada
|
|
506
|
|
|
40,032
|
|
|
50.8
|
%
|
|
78.44
|
|
|
39.84
|
|
||
Europe/Middle East/Africa
|
|
409
|
|
|
57,786
|
|
|
62.3
|
%
|
|
75.79
|
|
|
47.18
|
|
||
Asia/Pacific
(c)
|
|
1,406
|
|
|
148,065
|
|
|
56.9
|
%
|
|
38.78
|
|
|
22.06
|
|
||
Latin America
|
|
189
|
|
|
22,704
|
|
|
51.2
|
%
|
|
63.13
|
|
|
32.33
|
|
||
Total
|
|
8,035
|
|
|
697,607
|
|
|
54.4
|
%
|
|
67.44
|
|
|
36.67
|
|
|
(a)
|
RevPAR may not recalculate by multiplying occupancy by ADR due to rounding.
|
(b)
|
Includes properties located in Puerto Rico.
|
(c)
|
China represents 91% of the total region with the majority of our hotels in China being under master franchise agreements.
|
|
As of December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
||||||
Economy
|
6,069
|
|
|
439,887
|
|
|
5,941
|
|
|
431,885
|
|
|
5,875
|
|
|
430,803
|
|
Midscale
|
1,562
|
|
|
180,085
|
|
|
1,502
|
|
|
174,753
|
|
|
1,456
|
|
|
169,193
|
|
Upper Midscale
|
136
|
|
|
18,541
|
|
|
121
|
|
|
17,355
|
|
|
119
|
|
|
16,965
|
|
Upscale
|
247
|
|
|
54,143
|
|
|
225
|
|
|
48,753
|
|
|
195
|
|
|
43,865
|
|
Upper Upscale
|
21
|
|
|
4,951
|
|
|
23
|
|
|
5,296
|
|
|
—
|
|
|
—
|
|
Total
|
8,035
|
|
|
697,607
|
|
|
7,812
|
|
|
678,042
|
|
|
7,645
|
|
|
660,826
|
|
|
|
As of December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
||||||
Beginning balance
|
7,812
|
|
|
678,042
|
|
|
7,645
|
|
|
660,826
|
|
|
7,485
|
|
|
645,423
|
|
Additions
(*)
|
664
|
|
|
62,401
|
|
|
643
|
|
|
65,807
|
|
|
619
|
|
|
61,657
|
|
Terminations
|
(441
|
)
|
|
(42,836
|
)
|
|
(476
|
)
|
|
(48,591
|
)
|
|
(459
|
)
|
|
(46,254
|
)
|
Ending balance
|
8,035
|
|
|
697,607
|
|
|
7,812
|
|
|
678,042
|
|
|
7,645
|
|
|
660,826
|
|
|
(*)
|
During
2016
, 65% of our room additions were conversions. Acquisitions accounted for 2,171 and 5,530 room additions during 2016 and 2015, respectively.
|
|
Domestic
|
|
International
|
|
Total
|
||||||||||||
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
|
Properties
|
|
Rooms
|
||||||
Conversions
|
363
|
|
|
33,570
|
|
|
120
|
|
|
12,130
|
|
|
483
|
|
|
45,700
|
|
New Construction
|
215
|
|
|
21,044
|
|
|
413
|
|
|
71,517
|
|
|
628
|
|
|
92,561
|
|
Total
|
578
|
|
|
54,614
|
|
|
533
|
|
|
83,647
|
|
|
1,111
|
|
|
138,261
|
|
•
|
strengthening the quality and global distribution of our iconic brands;
|
•
|
investing in and leveraging best in class technology platforms to meet the needs of today’s travelers; and
|
•
|
growing our industry leading marketing and Wyndham Rewards guest loyalty program;
|
•
|
Average number of members
- Represents members in our vacation exchange programs who paid annual membership dues as of the end of the period or within the allowed grace period.
|
•
|
Exchange revenue per member
- Represents total annualized revenues generated from fees associated with memberships, exchange transactions, member-related rentals and other servicing for the period divided by the average number of vacation exchange members during the period.
|
•
|
Vacation rental transactions
- Represents the number of transactions that are generated in connection with customers booking their vacation rental stays through one of our vacation rental brands. One rental transaction is recorded for each standard one-week rental.
|
•
|
Average net price per vacation rental
- Represents the net rental price generated from renting vacation properties to customers and other related rental servicing fees divided by the number of vacation rental transactions.
|
•
|
offering more vacation options by leveraging the scale of our inventory across brands and through market and product expansion;
|
•
|
investing in technology to improve the customer experience, grow market share, reduce costs and deliver more value to our homeowners and affiliate resort partners;
|
•
|
leveraging analytics to maximize yield across our portfolio and improve key business processes; and
|
•
|
promoting the benefits of timeshare and vacation rentals to new and existing customer segments.
|
•
|
Gross vacation ownership interest Sales or VOIs
- Represents sales of VOIs including WAAM sales before the net effect of percentage-of-completion (“POC”) accounting and loan loss provisions.
|
•
|
Tours
- Represents the number of tours taken by guests in our efforts to sell VOIs.
|
•
|
Volume
per guest or VPG
- Represents gross VOI sales (excluding tele-sales upgrades, which are non-tour upgrade sales) divided by the number of tours. We have excluded non-tour upgrade sales in the calculation of VPG because non-tour upgrade sales are generated by a different marketing channel.
|
1.
|
Self-developed inventory,
|
2.
|
WAAM,
|
3.
|
Consumer loan defaults, and
|
4.
|
Inventory reclaimed from owners’ associations or owners.
|
•
|
adding new members efficiently through new inventory locations, new tour sources and enhanced third-party alliances;
|
•
|
driving free cash flow
through efficient inventory procurement, optimizing our consumer loan portfolio and increasing operating efficiencies; and
|
•
|
increasing cross-business benefits, new owner tours and customer loyalty by leveraging our Wyndham Rewards loyalty program.
|
•
|
changes in operating costs including inflation, energy, labor costs such as minimum wage increases and unionization, workers’ compensation and health-care related costs and insurance
|
•
|
increases in travel costs including air travel could negatively impact consumer preferences for our vacation and resort destinations and vacation ownership preferences and, if such conditions were to be sustained, the desirability of our vacation, resort and hotel products and offerings could be adversely impacted
|
•
|
changes in desirability of geographic regions of the hotels or resorts in our business
|
•
|
changes in the supply and demand for hotel rooms, destination network services and products and vacation ownership services and products
|
•
|
evolving changes in consumer travel and vacation patterns and consumer preferences
|
•
|
seasonality in our businesses, which may cause fluctuations in our operating results
|
•
|
geographic concentrations of our operations and customers
|
•
|
increases in costs due to inflation that may not be fully offset by price and fee increases in our business
|
•
|
availability of acceptable financing and cost of capital as they apply to us, our customers, current and potential hotel franchisees and developers, owners of hotels with which we have hotel management contracts, owners of vacation rental properties, our RCI affiliates and other developers of vacation ownership resorts and timeshare homeowner associations
|
•
|
the quality of the services provided by franchisees, affiliated resorts and properties in our destination network business or resorts in which we sell vacation ownership interests may adversely affect our image, reputation and brand value
|
•
|
our ability to generate sufficient cash to buy from third-party suppliers the products that we need to provide to the participants in our points programs who want to redeem points for such products
|
•
|
overbuilding or excess capacity in one or more segments of the hospitality industry or in one or more geographic regions
|
•
|
our ability to develop and maintain positive relations and contractual arrangements with current and potential franchisees, hotel owners, vacation exchange members, vacation ownership interest owners, resorts with units that are exchanged through our destination network business and/or owners of vacation properties that our destination network business markets for rental and timeshare homeowner associations
|
•
|
our ability to adjust our business model to generate greater cash flow and require less capital expenditures
|
•
|
organized labor activities and associated litigation
|
•
|
the bankruptcy or insolvency of any one of our customers, which could impair our ability to collect outstanding fees or other amounts due or otherwise exercise our contractual rights
|
•
|
our failure to keep pace with technological developments could impair our competitive position
|
•
|
disruptions, including non-renewal or termination of agreements, in relationships with third parties including marketing alliances and affiliations with e-commerce channels
|
•
|
changes in the number, occupancy and room rates of hotels operating under franchise and management agreements
|
•
|
revenues from our hotel group business are indirectly affected by our franchisees’ pricing decisions
|
•
|
franchisees or other developers that have development advance notes with us may experience financial difficulties
|
•
|
consolidation of developers could adversely affect our destination network business
|
•
|
decrease in the supply of available destination network accommodations due to, among other reasons, a decrease in inventory included in the system or resulting from ongoing property renovations or a decrease in member deposits could adversely affect our destination network business
|
•
|
the viability of homeowners associations which we manage and the maintenance and refurbishment of vacation ownership properties depends on the ability to collect sufficient maintenance fees
|
•
|
our ability to securitize the receivables that we originate in connection with sales of vacation ownership interests
|
•
|
unlawful or deceptive third-party vacation ownership interest resale schemes could damage our reputation and brand value
|
•
|
the availability of and competition for desirable sites for the development of vacation ownership properties; difficulties associated with obtaining required approvals to develop vacation ownership properties; liability under state and local laws with respect to any construction defects in the vacation ownership properties we develop; and risks related to real estate project development costs and completion
|
•
|
private resale of vacation ownership interests could adversely affect our vacation ownership resorts and destination network business
|
•
|
disputes with franchisees, vacation exchange affiliation partners, owners of vacation rental properties, owners of vacation ownership interests and homeowner associations may result in litigation and the loss of management contracts
|
•
|
negative publicity from online social media postings and related media reports could damage our brands
|
•
|
our cash flows from operations or available lines of credit may be insufficient to meet required payments of principal and interest, which could result in a default and acceleration of the underlying debt and under other debt instruments that contain cross-default provisions
|
•
|
if we are unable to comply with the terms of the financial covenants under our revolving credit facility or other debt, including a breach of the financial ratio tests, such non-compliance could result in a default and acceleration of the underlying revolver debt and under other debt instruments that contain cross-default provisions
|
•
|
our leverage may adversely affect our ability to obtain additional financing
|
•
|
our leverage may require the dedication of a significant portion of our cash flows to the payment of principal and interest thus reducing the availability of cash flows to fund working capital, capital expenditures, dividends, share repurchases or other operating needs
|
•
|
increases in interest rates impacting our financing costs and vacation ownership interest financing and associated increases in hedging costs
|
•
|
rating agency downgrades for our debt that could increase our borrowing costs and prevent us from obtaining additional financing
|
•
|
failure or non-performance of counterparties to foreign exchange and interest rate hedging transactions
|
•
|
we may not be able to securitize our vacation ownership contract receivables on terms acceptable to us because of, among other factors, the performance of the vacation ownership contract receivables, adverse conditions in the market for vacation ownership loan-backed notes and asset-backed notes in general and the risk that the actual amount of uncollectible accounts on our securitized vacation ownership contract receivables and other credit we extend is greater than expected
|
•
|
our securitizations contain portfolio performance triggers which if violated may result in a disruption or loss of cash flow from such transactions
|
•
|
a reduction in commitments from surety bond providers which may impair our vacation ownership business by requiring us to escrow cash in order to meet regulatory requirements of certain states
|
•
|
prohibitive cost and inadequate availability of capital could restrict the development or acquisition of vacation ownership resorts by us and the financing of purchases of vacation ownership interests
|
•
|
the inability of hotel owners that have received mezzanine and other loans from us to pay back such loans
|
•
|
if interest rates increase significantly, we may not be able to increase the interest rate offered to finance purchases of vacation ownership interests by the same amount of the increase
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
2016
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
80.79
|
|
|
$
|
61.63
|
|
Second Quarter
|
|
78.00
|
|
|
65.40
|
|
||
Third Quarter
|
|
77.22
|
|
|
66.81
|
|
||
Fourth Quarter
|
|
77.88
|
|
|
63.32
|
|
2015
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
94.11
|
|
|
$
|
81.01
|
|
Second Quarter
|
|
91.59
|
|
|
81.70
|
|
||
Third Quarter
|
|
87.29
|
|
|
70.18
|
|
||
Fourth Quarter
|
|
82.68
|
|
|
70.86
|
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
||||||||||
Period
|
Total Number
of Shares
Purchased
|
Average Price
Paid per Share
|
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plan
|
Approximate Dollar
Value of Shares that May Yet Be Purchased Under the Publicly Announced Plan |
||||||
October 1 – 31, 2016
|
972,879
|
|
$
|
66.87
|
|
972,879
|
|
$
|
825,980,943
|
|
November 1 – 30, 2016
|
573,300
|
|
69.91
|
|
573,300
|
|
785,902,598
|
|
||
December 1 – 31, 2016
|
591,200
|
|
76.47
|
|
591,200
|
|
740,690,643
|
|
||
Total
|
2,137,379
|
|
$
|
70.34
|
|
2,137,379
|
|
$
|
740,690,643
|
|
|
12/11
|
|
12/12
|
|
12/13
|
|
12/14
|
|
12/15
|
|
12/16
|
||||||
Wyndham Worldwide Corporation
|
100.00
|
|
|
143.33
|
|
|
202.16
|
|
|
239.59
|
|
|
207.19
|
|
|
223.95
|
|
S&P 500
|
100.00
|
|
|
116.00
|
|
|
153.58
|
|
|
174.60
|
|
|
177.01
|
|
|
198.18
|
|
S&P Hotels, Resorts & Cruise Lines
|
100.00
|
|
|
125.18
|
|
|
161.67
|
|
|
200.56
|
|
|
208.31
|
|
|
223.95
|
|
|
As of or For the Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Income Statement Data (in millions):
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
5,599
|
|
|
$
|
5,536
|
|
|
$
|
5,281
|
|
|
$
|
5,009
|
|
|
$
|
4,534
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating and other
(a)
|
4,275
|
|
|
4,274
|
|
|
4,061
|
|
|
3,865
|
|
|
3,482
|
|
|||||
Loss on sale and asset impairments
|
—
|
|
|
7
|
|
|
35
|
|
|
8
|
|
|
8
|
|
|||||
Restructuring
|
15
|
|
|
6
|
|
|
11
|
|
|
10
|
|
|
7
|
|
|||||
Depreciation and amortization
|
252
|
|
|
234
|
|
|
233
|
|
|
216
|
|
|
185
|
|
|||||
Operating income
|
1,057
|
|
|
1,015
|
|
|
941
|
|
|
910
|
|
|
852
|
|
|||||
Other (income)/expense, net
|
(22
|
)
|
|
(17
|
)
|
|
(7
|
)
|
|
(6
|
)
|
|
(8
|
)
|
|||||
Interest expense
|
136
|
|
|
125
|
|
|
113
|
|
|
131
|
|
|
132
|
|
|||||
Early extinguishment of debt
|
11
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|
108
|
|
|||||
Interest income
|
(8
|
)
|
|
(9
|
)
|
|
(10
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|||||
Income before income taxes
|
940
|
|
|
916
|
|
|
845
|
|
|
683
|
|
|
628
|
|
|||||
Provision for income taxes
|
328
|
|
|
304
|
|
|
316
|
|
|
250
|
|
|
229
|
|
|||||
Net income
|
612
|
|
|
612
|
|
|
529
|
|
|
433
|
|
|
399
|
|
|||||
Net (income)/loss attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|||||
Net income attributable to Wyndham shareholders
|
$
|
611
|
|
|
$
|
612
|
|
|
$
|
529
|
|
|
$
|
432
|
|
|
$
|
400
|
|
Per Share Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Wyndham shareholders
|
$
|
5.56
|
|
|
$
|
5.18
|
|
|
$
|
4.22
|
|
|
$
|
3.25
|
|
|
$
|
2.80
|
|
Weighted average shares outstanding (in millions)
|
110
|
|
|
118
|
|
|
125
|
|
|
133
|
|
|
143
|
|
|||||
Diluted
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Wyndham shareholders
|
$
|
5.53
|
|
|
$
|
5.14
|
|
|
$
|
4.18
|
|
|
$
|
3.21
|
|
|
$
|
2.75
|
|
Weighted average shares outstanding (in millions)
|
111
|
|
|
119
|
|
|
127
|
|
|
135
|
|
|
145
|
|
|||||
Dividends
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash dividends declared per share
|
$
|
2.00
|
|
|
$
|
1.68
|
|
|
$
|
1.40
|
|
|
$
|
1.16
|
|
|
$
|
0.92
|
|
Balance Sheet Data (in millions):
|
|
|
|
|
|
|
|
|
|
||||||||||
Securitized assets
(b)
|
$
|
2,601
|
|
|
$
|
2,576
|
|
|
$
|
2,629
|
|
|
$
|
2,314
|
|
|
$
|
2,543
|
|
Total assets
(c)
|
9,819
|
|
|
9,591
|
|
|
9,568
|
|
|
9,641
|
|
|
$
|
9,307
|
|
||||
Securitized debt
(c)
|
2,141
|
|
|
2,106
|
|
|
2,139
|
|
|
1,886
|
|
|
1,936
|
|
|||||
Long-term debt
(c)
|
3,371
|
|
|
3,075
|
|
|
2,885
|
|
|
2,927
|
|
|
2,598
|
|
|||||
Total equity
|
718
|
|
|
953
|
|
|
1,257
|
|
|
1,625
|
|
|
1,931
|
|
|||||
Operating Statistics:
(d)
|
|
|
|
|
|
|
|
|
|
||||||||||
Hotel Group
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of rooms
|
697,600
|
|
|
678,000
|
|
|
660,800
|
|
|
645,400
|
|
|
627,400
|
|
|||||
RevPAR
|
$
|
36.67
|
|
|
$
|
37.26
|
|
|
$
|
37.57
|
|
|
$
|
36.00
|
|
|
$
|
34.80
|
|
Destination Network
|
|
|
|
|
|
|
|
|
|
||||||||||
Average number of members (in 000s)
|
3,852
|
|
|
3,831
|
|
|
3,765
|
|
|
3,698
|
|
|
3,674
|
|
|||||
Exchange revenue per member
|
$
|
167.48
|
|
|
$
|
169.29
|
|
|
$
|
177.12
|
|
|
$
|
181.02
|
|
|
$
|
179.68
|
|
Vacation rental transactions (in 000s)
|
1,767
|
|
|
1,630
|
|
|
1,552
|
|
|
1,483
|
|
|
1,392
|
|
|||||
Average net price per vacation rental
|
$
|
475.24
|
|
|
$
|
494.92
|
|
|
$
|
558.95
|
|
|
$
|
532.11
|
|
|
$
|
504.55
|
|
Vacation Ownership
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross Vacation Ownership Interest (“VOI”)
sales (in 000s)
|
$
|
2,012,000
|
|
|
$
|
1,965,000
|
|
|
$
|
1,889,000
|
|
|
$
|
1,889,000
|
|
|
$
|
1,781,000
|
|
Tours (in 000s)
|
819
|
|
|
801
|
|
|
794
|
|
|
789
|
|
|
724
|
|
|||||
Volume Per Guest (“VPG”)
|
$
|
2,324
|
|
|
$
|
2,326
|
|
|
$
|
2,257
|
|
|
$
|
2,281
|
|
|
$
|
2,324
|
|
|
(a)
|
Includes operating, cost of VOIs, consumer financing interest, marketing and reservation and general and administrative expenses.
|
(b)
|
Represents the portion of gross vacation ownership contract receivables, securitization restricted cash and related assets that collateralize our securitized debt. Refer to Note 14 -Variable Interest Entities.
|
(c)
|
Reflects the impact of the adoption of the new accounting standards related to the balance sheet classification of deferred taxes and the presentation of debt issuance costs during 2016. See Note 2 - Summary or Significant Accounting Polices for additional information regarding the adoption of this guidance.
|
(d)
|
The impact from acquisitions/dispositions has been included from their acquisition/disposition dates forward.
|
•
|
Fen Hotels (November 2016)
|
•
|
Blue Chip Holidays (November 2016)
|
•
|
Dayz ApS (July 2016)
|
•
|
ResortQuest Whistler (July 2015)
|
•
|
Vacation Palm Springs (June 2015)
|
•
|
Sea Pearl Resorts (April 2015)
|
•
|
Dolce Hotels and Resorts (January 2015)
|
•
|
Raintree Vacation Club (5 Properties) (November 2014)
|
•
|
Shoal Bay Resort (March 2014)
|
•
|
Hatteras Realty, Inc. (January 2014)
|
•
|
Midtown 45, NYC Property (January 2013)
|
•
|
Cumbrian Cottages (January 2013)
|
•
|
Oceana Resorts (December 2012)
|
•
|
Wyndham Grand Rio Mar Hotel (October 2012)
|
•
|
Shell Vacations Club (September 2012)
|
•
|
Smoky Mountain Property Management Group (August 2012)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Hotel Group
—primarily franchises hotels in the upscale, upper midscale, midscale, economy and extended stay segments and provides hotel management services for full-service and select limited-service hotels.
|
•
|
Destination Network
—provides vacation exchange services and products to owners of intervals of vacation ownership interests (“VOIs”), manages, and markets vacation rental properties primarily on behalf of independent owners.
|
•
|
Vacation Ownership
—develops, markets and sells VOIs to individual consumers, provides consumer financing in connection with the sale of VOIs and provides property management services at resorts.
|
|
Year Ended December 31,
|
||||||||
|
2016
|
|
2015
|
|
% Change
|
||||
Hotel Group
(a)
|
|
|
|
|
|
||||
Number of rooms
(b)
|
697,600
|
|
|
678,000
|
|
|
2.9
|
||
RevPAR
(c)
|
$
|
36.67
|
|
|
$
|
37.26
|
|
|
(1.6)
|
Destination Network
|
|
|
|
|
|
||||
Average number of members (in 000s)
(d)
|
3,852
|
|
|
3,831
|
|
|
0.5
|
||
Exchange revenue per member
(e)
|
$
|
167.48
|
|
|
$
|
169.29
|
|
|
(1.1)
|
Vacation rental transactions (in 000s)
(a) (f)
|
1,767
|
|
|
1,630
|
|
|
8.4
|
||
Average net price per vacation rental
(a) (g)
|
$
|
475.24
|
|
|
$
|
494.92
|
|
|
(4.0)
|
Vacation Ownership
(a)
|
|
|
|
|
|
||||
Gross VOI sales (in 000s)
(h) (i)
|
$
|
2,012,000
|
|
|
$
|
1,965,000
|
|
|
2.4
|
Tours (in 000s)
(j)
|
819
|
|
|
801
|
|
|
2.2
|
||
VPG
(k)
|
$
|
2,324
|
|
|
$
|
2,326
|
|
|
(0.1)
|
|
(a)
|
Includes the impact from acquisitions from the acquisition dates forward. Therefore, the operating statistics for
2016
are not presented on a comparable basis to the
2015
operating statistics.
|
(b)
|
Represents the number of rooms at hotel group properties at the end of the period which are under franchise and/or management agreements, or are company owned.
|
(c)
|
Represents revenue per available room and is calculated by multiplying the percentage of available rooms occupied during the period by the average rate charged for renting a hotel room for one day.
|
(d)
|
Represents members in our vacation exchange programs who paid annual membership dues as of the end of the period or who are within the allowed grace period
|
(e)
|
Represents total annualized revenues generated from fees associated with memberships, exchange transactions, member-related rentals and other servicing for the period divided by the average number of vacation exchange members during the period.
|
(f)
|
Represents the number of transactions that are generated in connection with customers booking their vacation rental stays through us. One rental transaction is recorded for each standard one-week rental.
|
(g)
|
Represents the net rental price generated from renting vacation properties to customers and other related rental servicing fees during the period divided by the number of vacation rental transactions during the period.
|
(h)
|
Represents total sales of VOIs, including sales under Wyndham Asset Affiliation Model (“WAAM”) Fee-for-Service, before the net effect of POC accounting and loan loss provisions. We believe that Gross VOI sales provide an enhanced understanding of the performance of our vacation ownership business because it directly measures the sales volume of this business during a given reporting period.
|
(i)
|
The following table provides a reconciliation of Gross VOI sales to vacation ownership interest sales for the year ended December 31 (in millions):
|
|
2016
|
|
2015
|
||||
Gross VOI sales
|
$
|
2,012
|
|
|
$
|
1,965
|
|
Less: WAAM Fee-for-Service sales
(1)
|
(64
|
)
|
|
(126
|
)
|
||
Gross VOI sales, net of WAAM Fee-for-Service sales
(2)
|
1,948
|
|
|
1,838
|
|
||
Less: Loan loss provision
|
(342
|
)
|
|
(248
|
)
|
||
Plus: Impact of POC accounting
|
—
|
|
|
13
|
|
||
Vacation ownership interest sales
|
$
|
1,606
|
|
|
$
|
1,604
|
|
|
(1)
|
Represents total sales of VOIs through our WAAM Fee-for-Service sales model designed to offer turn-key solutions for developers or banks in possession of newly developed inventory, which we will sell for a commission fee through our extensive sales and marketing channels. WAAM Fee-for-Service commission revenues amounted to
$46 million
and
$83 million
during
2016
and
2015
, respectively.
|
(2)
|
Amounts may not foot due to rounding.
|
(j)
|
Represents the number of tours taken by guests in our efforts to sell VOIs.
|
(k)
|
VPG is calculated by dividing Gross VOI sales (excluding tele-sales upgrades, which are non-tour upgrade sales) by the number of tours. Tele-sales upgrades were
$108 million
and
$100 million
during
2016
and
2015
, respectively. We have excluded non-tour upgrade sales in the calculation of VPG because non-tour upgrade sales are generated by a different marketing channel. We believe that VPG provides an enhanced understanding of the performance of our vacation ownership business because it directly measures the efficiency of the business’s tour selling efforts during a given reporting period.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
Favorable/(Unfavorable)
|
||||||
Net revenues
|
$
|
5,599
|
|
|
$
|
5,536
|
|
|
$
|
63
|
|
Expenses
|
4,542
|
|
|
4,521
|
|
|
(21
|
)
|
|||
Operating income
|
1,057
|
|
|
1,015
|
|
|
42
|
|
|||
Other (income)/expense, net
|
(22
|
)
|
|
(17
|
)
|
|
5
|
|
|||
Interest expense
|
136
|
|
|
125
|
|
|
(11
|
)
|
|||
Early extinguishment of debt
|
11
|
|
|
—
|
|
|
(11
|
)
|
|||
Interest income
|
(8
|
)
|
|
(9
|
)
|
|
(1
|
)
|
|||
Income before income taxes
|
940
|
|
|
916
|
|
|
24
|
|
|||
Provision for income taxes
|
328
|
|
|
304
|
|
|
(24
|
)
|
|||
Net income
|
612
|
|
|
612
|
|
|
—
|
|
|||
Net income attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Net income attributable to Wyndham shareholders
|
$
|
611
|
|
|
$
|
612
|
|
|
$
|
(1
|
)
|
•
|
$44 million of higher revenues (excluding intersegment revenues) at our destination network business primarily from an increase in volume on rental transactions;
|
•
|
$34 million of incremental revenues resulting from acquisitions at our hotel group and destination network businesses;
|
•
|
$24 million of higher revenues at our vacation ownership business primarily resulting from an increase in property management and consumer financing revenues, partially offset by a decrease in commission revenues resulting from lower WAAM Fee-for-service VOI sales; and
|
•
|
$10 million of higher revenues at our hotel group business (excluding intersegment revenues) primarily due to an increase in ancillary services.
|
•
|
$27 million of incremental expenses related to acquisitions at our hotel group and destination network businesses;
|
•
|
a $24 million foreign exchange loss related to the devaluation of the Venezuela exchange rate at our destination network business;
|
•
|
an $18 million increase in depreciation and amortization resulting from the impact of property and equipment additions that were placed in service;
|
•
|
$9 million of higher restructuring costs resulting from organizational realignments across our business; and
|
•
|
$6 million of costs associated with the departure of the chief executive officer at our vacation ownership business.
|
•
|
an $11 million benefit from an adjustment to certain contingent liabilities resulting from our separation from Cendant;
|
•
|
the absence of a $7 million non-cash impairment charge incurred during the third quarter of 2015;
|
•
|
$7 million of lower expense related to the termination of a management contract which resulted in a charge of $7 million and $14 million during the third quarter of 2016 and 2015, respectively; and
|
•
|
a $5 million decrease in expenses resulting from cost containment efforts.
|
|
Net Revenues
|
|
EBITDA
|
||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||
Hotel Group
|
$
|
1,309
|
|
|
$
|
1,297
|
|
|
0.9
|
|
$
|
391
|
|
(b)
|
$
|
349
|
|
(g)
|
12.0
|
Destination Network
|
1,571
|
|
|
1,538
|
|
|
2.1
|
|
356
|
|
(c)
|
367
|
|
(h)
|
(3.0)
|
||||
Vacation Ownership
|
2,794
|
|
|
2,772
|
|
|
0.8
|
|
694
|
|
(d)
|
687
|
|
(i)
|
1.0
|
||||
Total Reportable Segments
|
5,674
|
|
|
5,607
|
|
|
1.2
|
|
1,441
|
|
|
1,403
|
|
|
2.7
|
||||
Corporate and Other
(a)
|
(75
|
)
|
|
(71
|
)
|
|
(5.6)
|
|
(110
|
)
|
(e)
|
(137
|
)
|
(j)
|
19.7
|
||||
Total Company
|
$
|
5,599
|
|
|
$
|
5,536
|
|
|
1.1
|
|
$
|
1,331
|
|
|
$
|
1,266
|
|
|
5.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of EBITDA to Net Income
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
2016
|
|
2015
|
|
|
||||||||
EBITDA
|
|
|
|
|
|
|
$
|
1,331
|
|
|
$
|
1,266
|
|
|
|
||||
Depreciation and amortization
|
|
|
|
|
|
|
252
|
|
|
234
|
|
|
|
||||||
Interest expense
|
|
|
|
|
|
|
136
|
|
|
125
|
|
|
|
||||||
Early extinguishment of debt
|
|
|
|
|
|
|
11
|
|
(f)
|
—
|
|
|
|
||||||
Interest income
|
|
|
|
|
|
|
(8
|
)
|
|
(9
|
)
|
|
|
||||||
Income before income taxes
|
|
|
|
|
|
|
940
|
|
|
916
|
|
|
|
||||||
Provision for income taxes
|
|
|
|
|
|
|
328
|
|
|
304
|
|
|
|
||||||
Net income
|
|
|
|
|
|
|
612
|
|
|
612
|
|
|
|
||||||
Net income attributable to noncontrolling interest
|
|
|
|
(1
|
)
|
|
—
|
|
|
|
|||||||||
Net income attributable to Wyndham shareholders
|
|
|
|
$
|
611
|
|
|
$
|
612
|
|
|
|
|
(a)
|
Includes the elimination of transactions between segments.
|
(b)
|
Includes (i) $7 million of costs associated with the termination of a management contract and (ii) $2 million of restructuring costs incurred as a result of our focus on enhancing organizational efficiency.
|
(c)
|
Includes (i) a $24 million foreign currency loss related to the devaluation of the exchange rate of Venezuela, (ii) $5 million of restructuring costs incurred as a result of our focus on enhancing organizational efficiency, (iii) a $2 million gain from a bargain purchase on an acquisition of a vacation rentals business and (iv) $1 million of acquisition costs.
|
(d)
|
Includes $8 million of restructuring costs incurred as a result of our focus on enhancing organizational efficiency and rationalizing existing facilities and $6 million of costs associated with the departure of the chief executive officer at our vacation ownership business.
|
(e)
|
Includes $121 million of corporate costs partially offset by an $11 million benefit from an adjustment to certain contingent liabilities resulting from our Separation.
|
(f)
|
Represents costs incurred for the early repurchase of the remaining portion of our 6.00% senior unsecured notes.
|
(g)
|
Includes (i) $14 million of costs associated with the anticipated termination of a management contract, (ii) a $7 million non-cash impairment charge related to the write-down of terminated in-process technology projects resulting from the decision to outsource its reservation system to a third-party provider, (iii) $4 million of restructuring costs incurred as a result of an organizational realignment of brand services and call center operations, partially offset by a $1 million reversal of a portion of a restructuring reserve during and (iv) $3 million of costs incurred in connection with the Dolce acquisition.
|
(h)
|
Includes $3 million of restructuring costs incurred as a result of a rationalization of our international operations, partially offset by a $1 million reversal of a portion of a restructuring reserve.
|
(i)
|
Includes $1 million of restructuring costs incurred as a result of an organizational realignment of the sales function.
|
(j)
|
Includes $137 million of corporate costs.
|
•
|
$11 million of lower marketing expenses;
|
•
|
the absence of a $7 million non-cash impairment charge related to the write-down of terminated in-process technology projects during the third quarter of 2015;
|
•
|
$7 million of lower expense related to the termination of a management contract which resulted in a charge of $7 million and $14 million during the third quarter of 2016 and 2015, respectively.
|
•
|
$7 million of lower expenses primarily due to employee-related costs; and
|
•
|
$2 million of lower integration and deal costs.
|
•
|
$31 million of higher costs resulting from revenue increases;
|
•
|
$6 million of higher information technology costs primarily related to growth initiatives;
|
•
|
the absence of a $4 million benefit from a reserve reversal for value-added taxes resulting from a favorable ruling during the first quarter of 2015;
|
•
|
$3 million of higher restructuring costs, which includes $5 million of such costs recorded during 2016, partially offset by $2 million recorded during 2015; and
|
•
|
a $2 million non-cash impairment charge related to the write-down of an equity investment.
|
•
|
$7 million of lower operating expenses at our U.K.-based James Villa Holidays brand associated with securing product cost at exchange rates prior to the 2016 currency devaluation of the British pound;
|
•
|
$4 million of lower employee-related expenses;
|
•
|
a $3 million reimbursement of legal fees and associated costs related to a favorable court ruling; and
|
•
|
a $2 million favorable impact from foreign exchange transactions and foreign exchange contracts.
|
•
|
a $30 million increase in marketing costs due to tour growth from our continued focus on new owner generation which yields a higher cost per tour;
|
•
|
$20 million of higher sales and commission expenses primarily due to $110 million of higher gross VOI sales, net of WAAM Fee-for-Service;
|
•
|
$7 million of higher maintenance fees on unsold inventory;
|
•
|
$7 million of higher restructuring charges; and
|
•
|
$6 million of costs associated with the departure of the segment’s chief executive officer.
|
•
|
a $19 million reduction in the cost of VOIs sold primarily due to the favorable impact on estimated inventory recoveries resulting from an increase in the provision for loan losses, partially offset by (i) higher costs related to the increase in VOI sales and (ii) higher average product costs;
|
•
|
a $21 million decrease in general and administrative expenses primarily associated with lower employee-related costs and legal expenses; and
|
•
|
$9 million received during 2016 resulting from the settlement of several business interruption claims.
|
|
Year Ended December 31,
|
||||||||
|
2015
|
|
2014
|
|
% Change
|
||||
Hotel Group
(a)
|
|
|
|
|
|
||||
Number of rooms
(b)
|
678,000
|
|
|
660,800
|
|
|
2.6
|
||
RevPAR
(c)
|
$
|
37.26
|
|
|
$
|
37.57
|
|
|
(0.8)
|
Destination Network
|
|
|
|
|
|
||||
Average number of members (in 000s)
(d)
|
3,831
|
|
|
3,765
|
|
|
1.8
|
||
Exchange revenue per member
(e)
|
$
|
169.29
|
|
|
$
|
177.12
|
|
|
(4.4)
|
Vacation rental transactions (in 000s)
(a) (f)
|
1,630
|
|
|
1,552
|
|
|
5.0
|
||
Average net price per vacation rental
(a) (g)
|
$
|
494.92
|
|
|
$
|
558.95
|
|
|
(11.5)
|
Vacation Ownership
|
|
|
|
|
|
||||
Gross VOI sales (in 000s)
(h) (i)
|
$
|
1,965,000
|
|
|
$
|
1,889,000
|
|
|
4.0
|
Tours (in 000s)
(j)
|
801
|
|
|
794
|
|
|
0.9
|
||
VPG
(k)
|
$
|
2,326
|
|
|
$
|
2,257
|
|
|
3.1
|
|
(a)
|
Includes the impact from acquisitions/dispositions from the acquisition/disposition dates forward. Therefore, the operating statistics for 2015 are not presented on a comparable basis to the 2014 operating statistics.
|
(b)
|
Represents the number of rooms at hotel group properties at the end of the period which are under franchise and/or management agreements, or are company owned.
|
(c)
|
Represents revenue per available room and is calculated by multiplying the percentage of available rooms occupied during the period by the average rate charged for renting a hotel room for one day.
|
(d)
|
Represents members in our vacation exchange programs who paid annual membership dues as of the end of the period or within the allowed grace period.
|
(e)
|
Represents total annualized revenues generated from fees associated with memberships, exchange transactions, member-related rentals and other servicing for the period divided by the average number of vacation exchange members during the period.
|
(f)
|
Represents the number of transactions that are generated in connection with customers booking their vacation rental stays through us. One rental transaction is recorded for each standard one-week rental.
|
(g)
|
Represents the net rental price generated from renting vacation properties to customers and other related rental servicing fees during the period divided by the number of vacation rental transactions during the period.
|
(h)
|
Represents total sales of VOIs, including sales under Wyndham Asset Affiliation Model (“WAAM”) Fee-for-Service, before the net effect of POC accounting and loan loss provisions. We believe that Gross VOI sales provide an enhanced understanding of the performance of our vacation ownership business because it directly measures the sales volume of this business during a given reporting period.
|
(i)
|
The following table provides a reconciliation of Gross VOI sales to vacation ownership interest sales for the year ended December 31 (in millions):
|
|
2015
|
|
2014
|
||||
Gross VOI sales
|
$
|
1,965
|
|
|
$
|
1,889
|
|
Less: WAAM Fee-for-Service sales
(1)
|
(126
|
)
|
|
(132
|
)
|
||
Gross VOI sales, net of WAAM Fee-for-Service sales
(2)
|
1,838
|
|
|
1,757
|
|
||
Less: Loan loss provision
|
(248
|
)
|
|
(260
|
)
|
||
Plus/(Less): Impact of POC accounting
|
13
|
|
|
(12
|
)
|
||
Vacation ownership interest sales
|
$
|
1,604
|
|
|
$
|
1,485
|
|
|
(1)
|
Represents total sales of VOIs through our WAAM Fee-for-Service sales model designed to offer turn-key solutions for developers or banks in possession of newly developed inventory, which we will sell for a commission fee through our extensive sales and marketing channels. WAAM Fee-for-Service commission revenues amounted to $83 million and $98 million during 2015 and 2014, respectively.
|
(2)
|
Amounts may not foot due to rounding.
|
(j)
|
Represents the number of tours taken by guests in our efforts to sell VOIs.
|
(k)
|
VPG is calculated by dividing Gross VOI sales (excluding tele-sales upgrades, which are non-tour upgrade sales) by the number of tours. Tele-sales upgrades were $100 million and $97 million during 2015 and 2014, respectively. We have excluded non-tour upgrade sales in the calculation of VPG because non-tour upgrade sales are generated by a different marketing channel. We believe that VPG provides an enhanced understanding of the performance of our vacation ownership business because it directly measures the efficiency of the business’s tour selling efforts during a given reporting period.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
Favorable/(Unfavorable)
|
||||||
Net revenues
|
$
|
5,536
|
|
|
$
|
5,281
|
|
|
$
|
255
|
|
Expenses
|
4,521
|
|
|
4,340
|
|
|
(181
|
)
|
|||
Operating income
|
1,015
|
|
|
941
|
|
|
74
|
|
|||
Other (income)/expense, net
|
(17
|
)
|
|
(7
|
)
|
|
10
|
|
|||
Interest expense
|
125
|
|
|
113
|
|
|
(12
|
)
|
|||
Interest income
|
(9
|
)
|
|
(10
|
)
|
|
(1
|
)
|
|||
Income before income taxes
|
916
|
|
|
845
|
|
|
71
|
|
|||
Provision for income taxes
|
304
|
|
|
316
|
|
|
12
|
|
|||
Net income
|
$
|
612
|
|
|
$
|
529
|
|
|
$
|
83
|
|
•
|
$168 million of higher revenues at our vacation ownership business primarily resulting from higher net VOI sales;
|
•
|
$132 million of incremental revenue (inclusive of $106 million at our hotel group related to reimbursable fees which have no impact on EBITDA) resulting from acquisitions at our hotel group and destination network businesses;
|
•
|
$86 million of higher revenues at our destination network business primarily from stronger volume and yield on rental transactions; and
|
•
|
a $77 million increase (excluding intersegment revenues) at our hotel group business primarily from higher royalty, marketing and reservation (inclusive of Wyndham Rewards) revenues, fees associated with our global conference and higher revenues from ancillary services.
|
•
|
$234 million of higher expenses from operations primarily related to the revenue increases;
|
•
|
$130 million of incremental expenses related to acquisitions at our hotel group and destination network businesses;
|
•
|
$14 million of costs associated with the anticipated termination of a management contract at our hotel group business;
|
•
|
$7 million of non-cash impairment charge resulting from the write-down of terminated in-process technology projects resulting from the decision to outsource its reservation system to a third-party partner at our hotel group business.
|
•
|
$51 million of expenses incurred at our U.K.-based camping business during 2014, which includes $31 million of operating expenses and a $20 million loss on the sale of such business;
|
•
|
$15 million of non-cash impairment charges during 2014 resulting from the write-down of equity investments at our hotel group and destination network businesses; and
|
•
|
a $10 million foreign exchange loss during 2014 at our destination network business related to the devaluation of the official exchange rate of Venezuela.
|
|
Net Revenues
|
|
EBITDA
|
||||||||||||||||
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||
Hotel Group
|
$
|
1,297
|
|
|
$
|
1,101
|
|
|
17.8
|
|
$
|
349
|
|
(b)
|
$
|
327
|
|
(f)
|
6.7
|
Destination Network
|
1,538
|
|
|
1,604
|
|
|
(4.1)
|
|
367
|
|
(c)
|
335
|
|
(g)
|
9.6
|
||||
Vacation Ownership
|
2,772
|
|
|
2,638
|
|
|
5.1
|
|
687
|
|
(d)
|
660
|
|
|
4.1
|
||||
Total Reportable Segments
|
5,607
|
|
|
5,343
|
|
|
4.9
|
|
1,403
|
|
|
1,322
|
|
|
6.1
|
||||
Corporate and Other
(a)
|
(71
|
)
|
|
(62
|
)
|
|
(14.5)
|
|
(137
|
)
|
(e)
|
(141
|
)
|
(h)
|
2.8
|
||||
Total Company
|
$
|
5,536
|
|
|
$
|
5,281
|
|
|
4.8
|
|
$
|
1,266
|
|
|
$
|
1,181
|
|
|
7.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of EBITDA to Net Income
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
2015
|
|
2014
|
|
|
||||||||
EBITDA
|
|
|
|
|
|
|
$
|
1,266
|
|
|
$
|
1,181
|
|
|
|
||||
Depreciation and amortization
|
|
|
|
|
|
|
234
|
|
|
233
|
|
|
|
||||||
Interest expense
|
|
|
|
|
|
|
125
|
|
|
113
|
|
(i)
|
|
||||||
Interest income
|
|
|
|
|
|
|
(9
|
)
|
|
(10
|
)
|
|
|
||||||
Income before income taxes
|
|
|
|
|
|
|
916
|
|
|
845
|
|
|
|
||||||
Provision for income taxes
|
|
|
|
|
|
|
304
|
|
|
316
|
|
|
|
||||||
Net income
|
|
|
|
$
|
612
|
|
|
$
|
529
|
|
|
|
(a)
|
Includes the elimination of transactions between segments.
|
(b)
|
Includes (i) $14 million of costs associated with the anticipated termination of a management contract, (ii) a $7 million non-cash impairment charge related to the write-down of terminated in-process technology projects resulting from the decision to outsource its reservation system to a third-party provider, (iii) $4 million of restructuring costs incurred as a result of an organizational realignment of brand services and call center operations, partially offset by a $1 million reversal of a portion of a restructuring reserve during
2015
and (iv) $3 million of costs incurred in connection with the Dolce acquisition.
|
(c)
|
Includes $3 million of restructuring costs incurred as a result of a rationalization of our international operations, partially offset by a $1 million reversal of a portion of a restructuring reserve during
2015
.
|
(d)
|
Includes $1 million of restructuring costs incurred as a result of an organizational realignment of the sales function.
|
(e)
|
Includes $137 million of corporate costs during
2015
.
|
(f)
|
Includes (i) an $8 million write-down of an investment in a joint venture, (ii) $4 million of costs associated with an executive’s departure and (iii) $2 million of restructuring costs incurred as a result of an organizational realignment initiative commenced during 2014, partially offset by a $1 million reversal of a portion of a restructuring reserve established during the fourth quarter of 2013.
|
(g)
|
Includes (i) a $20 million loss on the sale of our U.K.-based camping business, (ii) a $10 million foreign currency loss related to the devaluation of the official exchange rate of Venezuela, (iii) $10 million of restructuring costs incurred as a result of an organizational realignment initiative commenced during 2014 and (iv) a $7 million non-cash impairment charge related to the write-down of an equity investment, partially offset by a $2 million benefit resulting from the reversal of a reserve for value-added taxes established during 2011.
|
(h)
|
Includes $142 million of corporate costs during
2014
and $1 million of a net benefit during
2014
related to the resolution of and adjustment to certain contingent liabilities and assets resulting from our Separation.
|
(i)
|
Includes a $2 million reversal of a reserve for value-added taxes established during 2011.
|
•
|
$14 million of costs associated with the anticipated termination of a management contract;
|
•
|
$12 million of incremental expenses from Dolce, of which $3 million were related to integration and deal costs;
|
•
|
$9 million of higher marketing, reservation and Wyndham Rewards expenses resulting from the impact of the marketing and reservation revenue increases as we are obligated to spend such revenues on behalf of our franchisees;
|
•
|
a $7 million non-cash impairment charge related to the write-down of terminated in-process technology projects resulting from the decision to outsource our reservation system to a third-party provider during the third quarter of 2015; and
|
•
|
$3 million of restructuring charges.
|
•
|
$44 million of higher costs resulting from revenue increases across our vacation rentals brands;
|
•
|
a $13 million increase in employee-related expenses;
|
•
|
$4 million of higher information technology costs; and
|
•
|
$3 million from foreign exchange transactions and foreign exchange contracts.
|
•
|
the absence of a $10 million foreign exchange loss related to the devaluation of the official exchange rate of Venezuela during 2014;
|
•
|
$8 million of lower restructuring costs, which includes the absence of $10 million of such costs recorded during 2014, partially offset by $2 million recorded during 2015;
|
•
|
the absence of a $7 million non-cash impairment charge related to the write-down of an equity investment during 2014;
|
•
|
a $6 million favorable settlement of business disruption claims received related to the Gulf of Mexico oil spill in 2010; and
|
•
|
a $4 million benefit from a reserve reversal for value-added taxes resulting from a favorable ruling.
|
•
|
$17 million of higher maintenance fees for unsold inventory;
|
•
|
a $16 million increase in intersegment licensing fees charged from the hotel group business for the use of the Wyndham tradename; and
|
•
|
the absence of a $4 million reversal of a reserve during 2014 which was established as the result of an acquisition made in a previous year.
|
|
December 31,
2016 |
|
December 31,
2015 |
|
Change
|
||||||
Total assets
|
$
|
9,819
|
|
|
$
|
9,591
|
|
|
$
|
228
|
|
Total liabilities
|
9,101
|
|
|
8,638
|
|
|
463
|
|
|||
Total equity
|
718
|
|
|
953
|
|
|
(235
|
)
|
•
|
a $67 million increase in vacation ownership contract receivables primarily due to loan originations exceeding principal collections and loan loss provision;
|
•
|
a $41 million increase in inventory (excluding a $50 million transfer of property and equipment to VOI inventory) primarily resulting from current year spend on vacation ownership development projects, partially offset by VOI sales;
|
•
|
a $40 million increase in goodwill primarily due to acquisitions completed during 2016, partially offset by foreign currency translation;
|
•
|
a $30 million increase in other current assets primarily due to an insurance receivable related to a lawsuit at our vacation ownership business, higher deposits and an increase in assets held for sale;
|
•
|
a $26 million increase in other non-current assets primarily resulting from higher developer loans at our destination network business; and
|
•
|
a $24 million increase in accounts receivable primarily due to increased vacation rental bookings at our destination network business and acquisitions completed during 2016, partially offset by foreign currency translation.
|
•
|
a $296 million increase in long-term debt;
|
•
|
an $82 million increase in accounts payable and accrued expenses and other current liabilities primarily resulting from (i) higher homeowner liabilities resulting from acquisitions and increased vacation rental bookings at our destination network business, (ii) an increase in timeshare inventory repurchase obligations to a third party developer and (iii) higher income tax payable due to timing of payments, partially offset by lower accrued employee costs;
|
•
|
a $60 million increase in deferred income taxes primarily related to higher gross VOI sales; and
|
•
|
a $35 million increase in securitized vacation ownership debt.
|
•
|
$625 million of stock repurchases;
|
•
|
$226 million of dividends; and
|
•
|
$40 million of foreign currency translation adjustments.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash provided by/(used in)
|
|
|
|
|
|
||||||
Operating activities
|
$
|
973
|
|
|
$
|
991
|
|
|
$
|
984
|
|
Investing activities
|
(353
|
)
|
|
(302
|
)
|
|
(276
|
)
|
|||
Financing activities
|
(586
|
)
|
|
(675
|
)
|
|
(701
|
)
|
|||
Effects of changes in exchange rates on cash and cash equivalents
|
(20
|
)
|
|
(26
|
)
|
|
(18
|
)
|
|||
Net change in cash and cash equivalents
|
$
|
14
|
|
|
$
|
(12
|
)
|
|
$
|
(11
|
)
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
||||||||||||||
Securitized debt
(a)
|
$
|
195
|
|
|
$
|
206
|
|
|
$
|
413
|
|
|
$
|
206
|
|
|
$
|
220
|
|
|
$
|
901
|
|
|
$
|
2,141
|
|
Long-term debt
(b)
|
334
|
|
|
478
|
|
|
30
|
|
|
526
|
|
|
533
|
|
|
1,470
|
|
|
3,371
|
|
|||||||
Interest on debt
(c)
|
175
|
|
|
159
|
|
|
151
|
|
|
133
|
|
|
97
|
|
|
117
|
|
|
832
|
|
|||||||
Operating leases
|
93
|
|
|
66
|
|
|
56
|
|
|
41
|
|
|
34
|
|
|
184
|
|
|
474
|
|
|||||||
Purchase commitments
(d)
|
231
|
|
|
132
|
|
|
89
|
|
|
33
|
|
|
29
|
|
|
54
|
|
|
568
|
|
|||||||
Inventory sold subject to conditional repurchase
(e)
|
106
|
|
|
105
|
|
|
69
|
|
|
38
|
|
|
56
|
|
|
30
|
|
|
404
|
|
|||||||
Separation liabilities
(f)
|
10
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||||
Total
(g) (h)
|
$
|
1,144
|
|
|
$
|
1,159
|
|
|
$
|
808
|
|
|
$
|
977
|
|
|
$
|
969
|
|
|
$
|
2,756
|
|
|
$
|
7,813
|
|
|
(a)
|
Represents debt that is securitized through bankruptcy-remote SPEs, the creditors to which have no recourse to us for principal and interest.
|
(b)
|
Includes $300 million of senior unsecured notes due during March 2017 which we intend to refinance on a long-term basis and have the ability to do so with our revolving credit facility.
|
(c)
|
Includes interest on both securitized and long-term debt; estimated using the stated interest rates on our long-term and securitized debt.
|
(d)
|
Includes (i)
$209 million
relating to the development of vacation ownership properties, of which $129 million is included within total liabilities on the Consolidated Balance Sheet, (ii)
$152 million
for information technology activities and (iii)
$97 million
for marketing related activities.
|
(e)
|
Represents obligations to repurchase completed vacation ownership properties from third-party developers (See Note 9 – Inventory for further detail) of which
$166 million
is included within total liabilities on the Consolidated Balance Sheet.
|
(f)
|
Represents liabilities which we assumed and are responsible for pursuant to our Separation (See Note 23 – Separation Adjustments and Transactions with Former Parent and Subsidiaries for further details).
|
(g)
|
Excludes (i) $39 million liability for unrecognized tax benefits associated with the guidance for uncertainty in income taxes since it is not reasonably estimable to determine the periods in which such liability would be settled with the respective tax authorities and (ii) a
$13 million
net pension liability as it is not reasonably estimable to determine the periods in which such liability would be settled.
|
(h)
|
Excludes other guarantees at our hotel group business as it is not reasonably estimable to determine the periods in which such commitments would be settled (See Other Commercial Commitments and Off-Balance Sheet Arrangements below).
|
•
|
Our primary interest rate exposure as of
December 31, 2016
was to interest rate fluctuations in the United States, specifically LIBOR and asset-backed commercial paper interest rates due to their impact on variable rate borrowings and other interest rate sensitive liabilities. In addition, interest rate movements in one country, as well as relative interest rate movements between countries can impact us. We anticipate that LIBOR and asset-backed commercial paper rates will remain a primary market risk exposure for the foreseeable future.
|
•
|
We have foreign currency rate exposure to exchange rate fluctuations worldwide particularly with respect to the British pound, Euro and the Canadian and Australian dollar. We anticipate that such foreign currency exchange rate risk will remain a market risk exposure for the foreseeable future.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9B.
|
OTHER INFORMATION
|
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
|
Plan Category
|
Number of securities
to be issued upon exercise of
outstanding options,
warrants and rights
|
Weighted-average exercise price
of outstanding options, warrants and rights |
Number of securities remaining
available for future issuance under equity compensation plans (excluding securities reflected in the first column) |
Equity compensation plans approved by security holders
|
2.8 million
(a)
|
$72.31
(b)
|
15.8 million
(c)
|
Equity compensation plans not approved by security holders
|
None
|
Not applicable
|
Not applicable
|
|
(a)
|
Consists of shares issuable upon exercise of stock settled stock appreciation rights, restricted stock units and performance vested restricted stock units at the maximum achievement level under the 2006 Equity and Incentive Plan, as amended.
|
(b)
|
Consists of weighted-average exercise price of outstanding stock settled stock appreciation rights and restricted stock units (excludes the weighted-average exercise price of the performance vested restricted stock units at the maximum achievement level).
|
(c)
|
Consists of shares available for future grants under the 2006 Equity and Incentive Plan, as amended.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
|
WYNDHAM WORLDWIDE CORPORATION
|
||
|
|
|
By:
|
|
/s/ S
TEPHEN
P. H
OLMES
|
|
|
Stephen P. Holmes
|
|
|
Chairman and Chief Executive Officer
|
|
|
Date: February 17, 2017
|
Name
|
|
Title
|
|
Date
|
|
|
|
||
|
|
Chairman and Chief Executive
|
|
February 17, 2017
|
/s/ S
TEPHEN
P. H
OLMES
|
|
Officer
|
|
|
Stephen P. Holmes
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ T
HOMAS
G. C
ONFORTI
|
|
Chief Financial Officer
|
|
February 17, 2017
|
Thomas G. Conforti
|
|
(Principal Financial Officer)
|
|
|
|
|
|
||
/s/ N
ICOLA
R
OSSI
|
|
Chief Accounting Officer
|
|
February 17, 2017
|
Nicola Rossi
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
||
/s/ M
YRA
J. B
IBLOWIT
|
|
Director
|
|
February 17, 2017
|
Myra J. Biblowit
|
|
|
|
|
|
|
|
||
/s/ LOUISE F. BRADY
|
|
Director
|
|
February 17, 2017
|
Louise F. Brady
|
|
|
|
|
|
|
|
|
|
/s/ JAMES E. BUCKMAN
|
|
Director
|
|
February 17, 2017
|
James E. Buckman
|
|
|
|
|
|
|
|
||
/s/ G
EORGE
H
ERRERA
|
|
Director
|
|
February 17, 2017
|
George Herrera
|
|
|
|
|
|
|
|
||
/s/ T
HE
R
IGHT
H
ONOURABLE
B
RIAN
M
ULRONEY
|
|
Director
|
|
February 17, 2017
|
The Right Honourable Brian Mulroney
|
|
|
|
|
|
|
|
||
/s/ P
AULINE
D.E. R
ICHARDS
|
|
Director
|
|
February 17, 2017
|
Pauline D.E. Richards
|
|
|
|
|
|
|
|
||
/s/ M
ICHAEL
H. W
ARGOTZ
|
|
Director
|
|
February 17, 2017
|
Michael H. Wargotz
|
|
|
|
|
|
Page
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-8
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
|
|
|
|
|
||||||
Service and membership fees
|
$
|
2,552
|
|
|
$
|
2,519
|
|
|
$
|
2,431
|
|
Vacation ownership interest sales
|
1,606
|
|
|
1,604
|
|
|
1,485
|
|
|||
Franchise fees
|
677
|
|
|
674
|
|
|
632
|
|
|||
Consumer financing
|
440
|
|
|
427
|
|
|
427
|
|
|||
Other
|
324
|
|
|
312
|
|
|
306
|
|
|||
Net revenues
|
5,599
|
|
|
5,536
|
|
|
5,281
|
|
|||
Expenses
|
|
|
|
|
|
||||||
Operating
|
2,511
|
|
|
2,461
|
|
|
2,262
|
|
|||
Cost of vacation ownership interests
|
146
|
|
|
165
|
|
|
171
|
|
|||
Consumer financing interest
|
75
|
|
|
74
|
|
|
71
|
|
|||
Marketing and reservation
|
829
|
|
|
813
|
|
|
802
|
|
|||
General and administrative
|
714
|
|
|
761
|
|
|
755
|
|
|||
Loss on sale and asset impairments
|
—
|
|
|
7
|
|
|
35
|
|
|||
Restructuring
|
15
|
|
|
6
|
|
|
11
|
|
|||
Depreciation and amortization
|
252
|
|
|
234
|
|
|
233
|
|
|||
Total expenses
|
4,542
|
|
|
4,521
|
|
|
4,340
|
|
|||
Operating income
|
1,057
|
|
|
1,015
|
|
|
941
|
|
|||
Other (income)/expense, net
|
(22
|
)
|
|
(17
|
)
|
|
(7
|
)
|
|||
Interest expense
|
136
|
|
|
125
|
|
|
113
|
|
|||
Early extinguishment of debt
|
11
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
(8
|
)
|
|
(9
|
)
|
|
(10
|
)
|
|||
Income before income taxes
|
940
|
|
|
916
|
|
|
845
|
|
|||
Provision for income taxes
|
328
|
|
|
304
|
|
|
316
|
|
|||
Net income
|
612
|
|
|
612
|
|
|
529
|
|
|||
Net income attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Wyndham shareholders
|
$
|
611
|
|
|
$
|
612
|
|
|
$
|
529
|
|
Earnings per share
|
|
|
|
|
|
||||||
Basic
|
$
|
5.56
|
|
|
$
|
5.18
|
|
|
$
|
4.22
|
|
Diluted
|
5.53
|
|
|
5.14
|
|
|
4.18
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
612
|
|
|
$
|
612
|
|
|
$
|
529
|
|
Other comprehensive income/(loss), net of tax
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(40
|
)
|
|
(106
|
)
|
|
(92
|
)
|
|||
Unrealized gains on cash flow hedges
|
—
|
|
|
5
|
|
|
—
|
|
|||
Defined benefit pension plans
|
1
|
|
|
3
|
|
|
(6
|
)
|
|||
Other comprehensive income/(loss,) net of tax
|
(39
|
)
|
|
(98
|
)
|
|
(98
|
)
|
|||
Comprehensive income
|
573
|
|
|
514
|
|
|
431
|
|
|||
Net income attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income attributable to Wyndham shareholders
|
$
|
572
|
|
|
$
|
514
|
|
|
$
|
431
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
185
|
|
|
$
|
171
|
|
Trade receivables, net
|
610
|
|
|
586
|
|
||
Vacation ownership contract receivables, net
|
262
|
|
|
272
|
|
||
Inventory
|
315
|
|
|
295
|
|
||
Prepaid expenses
|
144
|
|
|
153
|
|
||
Other current assets
|
296
|
|
|
266
|
|
||
Total current assets
|
1,812
|
|
|
1,743
|
|
||
Long-term vacation ownership contract receivables, net
|
2,515
|
|
|
2,438
|
|
||
Non-current inventory
|
1,035
|
|
|
964
|
|
||
Property and equipment, net
|
1,340
|
|
|
1,399
|
|
||
Goodwill
|
1,603
|
|
|
1,563
|
|
||
Trademarks, net
|
734
|
|
|
726
|
|
||
Franchise agreements and other intangibles, net
|
393
|
|
|
397
|
|
||
Other non-current assets
|
387
|
|
|
361
|
|
||
Total assets
|
$
|
9,819
|
|
|
$
|
9,591
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Securitized vacation ownership debt
|
$
|
195
|
|
|
$
|
209
|
|
Current portion of long-term debt
|
34
|
|
|
44
|
|
||
Accounts payable
|
468
|
|
|
394
|
|
||
Deferred income
|
500
|
|
|
483
|
|
||
Accrued expenses and other current liabilities
|
835
|
|
|
827
|
|
||
Total current liabilities
|
2,032
|
|
|
1,957
|
|
||
Long-term securitized vacation ownership debt
|
1,946
|
|
|
1,897
|
|
||
Long-term debt
|
3,337
|
|
|
3,031
|
|
||
Deferred income taxes
|
1,214
|
|
|
1,154
|
|
||
Deferred income
|
197
|
|
|
198
|
|
||
Other non-current liabilities
|
375
|
|
|
401
|
|
||
Total liabilities
|
9,101
|
|
|
8,638
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value, authorized 6,000,000 shares, none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, authorized 600,000,000 shares, issued 218,198,050 shares in 2016 and 217,534,615 shares in 2015
|
2
|
|
|
2
|
|
||
Treasury stock, at cost – 112,617,112 shares in 2016 and 103,730,568 shares in 2015
|
(5,118
|
)
|
|
(4,493
|
)
|
||
Additional paid-in capital
|
3,966
|
|
|
3,923
|
|
||
Retained earnings
|
1,977
|
|
|
1,592
|
|
||
Accumulated other comprehensive loss
|
(113
|
)
|
|
(74
|
)
|
||
Total stockholders’ equity
|
714
|
|
|
950
|
|
||
Noncontrolling interest
|
4
|
|
|
3
|
|
||
Total equity
|
718
|
|
|
953
|
|
||
Total liabilities and equity
|
$
|
9,819
|
|
|
$
|
9,591
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
612
|
|
|
$
|
612
|
|
|
$
|
529
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
252
|
|
|
234
|
|
|
233
|
|
|||
Provision for loan losses
|
342
|
|
|
248
|
|
|
260
|
|
|||
Deferred income taxes
|
93
|
|
|
40
|
|
|
47
|
|
|||
Stock-based compensation
|
68
|
|
|
58
|
|
|
57
|
|
|||
Excess tax benefits from stock-based compensation
|
(9
|
)
|
|
(17
|
)
|
|
(34
|
)
|
|||
Loss on sale and asset impairments
|
—
|
|
|
7
|
|
|
35
|
|
|||
Loss on early extinguishment of debt
|
11
|
|
|
—
|
|
|
—
|
|
|||
Non-cash interest
|
23
|
|
|
22
|
|
|
23
|
|
|||
Net change in assets and liabilities, excluding the impact of acquisitions:
|
|
|
|
|
|
||||||
Trade receivables
|
(24
|
)
|
|
(46
|
)
|
|
(29
|
)
|
|||
Vacation ownership contract receivables
|
(405
|
)
|
|
(295
|
)
|
|
(221
|
)
|
|||
Inventory
|
(27
|
)
|
|
(25
|
)
|
|
(17
|
)
|
|||
Prepaid expenses
|
6
|
|
|
(9
|
)
|
|
(3
|
)
|
|||
Other current assets
|
8
|
|
|
32
|
|
|
(12
|
)
|
|||
Accounts payable, accrued expenses and other current liabilities
|
39
|
|
|
109
|
|
|
84
|
|
|||
Deferred income
|
15
|
|
|
21
|
|
|
38
|
|
|||
Other, net
|
(31
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Net cash provided by operating activities
|
973
|
|
|
991
|
|
|
984
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Property and equipment additions
|
(191
|
)
|
|
(222
|
)
|
|
(235
|
)
|
|||
Net assets acquired, net of cash acquired
|
(133
|
)
|
|
(96
|
)
|
|
(34
|
)
|
|||
Payments of development advance notes
|
(12
|
)
|
|
(9
|
)
|
|
(18
|
)
|
|||
Proceeds from development advance notes
|
3
|
|
|
6
|
|
|
6
|
|
|||
Equity investments and loans
|
(26
|
)
|
|
(14
|
)
|
|
(8
|
)
|
|||
Proceeds from sale of business and asset sales
|
16
|
|
|
26
|
|
|
11
|
|
|||
Decrease/(increase) in securitization restricted cash
|
3
|
|
|
4
|
|
|
(4
|
)
|
|||
(Increase)/decrease in escrow deposit restricted cash
|
—
|
|
|
(5
|
)
|
|
10
|
|
|||
Other, net
|
(13
|
)
|
|
8
|
|
|
(4
|
)
|
|||
Net cash used in investing activities
|
(353
|
)
|
|
(302
|
)
|
|
(276
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from securitized borrowings
|
2,079
|
|
|
1,712
|
|
|
2,143
|
|
|||
Principal payments on securitized borrowings
|
(2,044
|
)
|
|
(1,747
|
)
|
|
(1,887
|
)
|
|||
Proceeds from long-term debt
|
112
|
|
|
110
|
|
|
164
|
|
|||
Principal payments on long-term debt
|
(152
|
)
|
|
(173
|
)
|
|
(211
|
)
|
|||
Proceeds from/(repayments) of commercial paper, net
|
318
|
|
|
(79
|
)
|
|
(21
|
)
|
|||
Proceeds from term loan and notes issued
|
325
|
|
|
348
|
|
|
—
|
|
|||
Repurchase of notes
|
(327
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from vacation ownership inventory arrangements
|
20
|
|
|
70
|
|
|
—
|
|
|||
Repayments of vacation ownership inventory arrangements
|
(26
|
)
|
|
(7
|
)
|
|
(15
|
)
|
|||
Dividends to shareholders
|
(223
|
)
|
|
(202
|
)
|
|
(179
|
)
|
|||
Repurchase of common stock
|
(619
|
)
|
|
(658
|
)
|
|
(646
|
)
|
|||
Excess tax benefits from stock-based compensation
|
9
|
|
|
17
|
|
|
34
|
|
|||
Debt issuance costs
|
(20
|
)
|
|
(21
|
)
|
|
(19
|
)
|
|||
Net share settlement of incentive equity awards
|
(36
|
)
|
|
(42
|
)
|
|
(64
|
)
|
|||
Other, net
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(586
|
)
|
|
(675
|
)
|
|
(701
|
)
|
|||
Effect of changes in exchange rates on cash and cash equivalents
|
(20
|
)
|
|
(26
|
)
|
|
(18
|
)
|
|||
Net Increase/(decrease) in cash and cash equivalents
|
14
|
|
|
(12
|
)
|
|
(11
|
)
|
|||
Cash and cash equivalents, beginning of period
|
171
|
|
|
183
|
|
|
194
|
|
|||
Cash and cash equivalents, end of period
|
$
|
185
|
|
|
$
|
171
|
|
|
$
|
183
|
|
|
Common Shares Outstanding
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income/(Loss)
|
|
Non-controlling Interest
|
|
Total Equity
|
|||||||||||||||
Balance as of December 31, 2013
|
128
|
|
|
$
|
2
|
|
|
$
|
(3,191
|
)
|
|
$
|
3,858
|
|
|
$
|
832
|
|
|
$
|
122
|
|
|
$
|
2
|
|
|
$
|
1,625
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
529
|
|
|
—
|
|
|
—
|
|
|
529
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
(98
|
)
|
|||||||
Exercise of stock options and SSARS
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Issuance of shares for RSU vesting
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net share settlement of incentive equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|||||||
Change in deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||||
Change in deferred compensation for Board of Directors
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Repurchase of common stock
|
(9
|
)
|
|
—
|
|
|
(652
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(652
|
)
|
|||||||
Change in excess tax benefit on equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|
(178
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Balance as of December 31, 2014
|
121
|
|
|
$
|
2
|
|
|
$
|
(3,843
|
)
|
|
$
|
3,889
|
|
|
$
|
1,183
|
|
|
$
|
24
|
|
|
$
|
2
|
|
|
$
|
1,257
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
612
|
|
|
—
|
|
|
—
|
|
|
612
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
(98
|
)
|
|||||||
Issuance of shares for RSU vesting
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net share settlement of incentive equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|||||||
Change in deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||||
Change in deferred compensation for Board of Directors
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Repurchase of common stock
|
(8
|
)
|
|
—
|
|
|
(650
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(650
|
)
|
|||||||
Change in excess tax benefit on equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||||
Balance as of December 31, 2015
|
114
|
|
|
$
|
2
|
|
|
$
|
(4,493
|
)
|
|
$
|
3,923
|
|
|
$
|
1,592
|
|
|
$
|
(74
|
)
|
|
$
|
3
|
|
|
$
|
953
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
611
|
|
|
—
|
|
|
1
|
|
|
612
|
|
|||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|||||||
Issuance of shares for RSU vesting
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net share settlement of incentive equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|||||||
Change in deferred compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||||
Change in deferred compensation for Board of Directors
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Repurchase of common stock
|
(9
|
)
|
|
—
|
|
|
(625
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(625
|
)
|
|||||||
Change in excess tax benefit on equity awards
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||||
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Balance as of December 31, 2016
|
106
|
|
|
$
|
2
|
|
|
$
|
(5,118
|
)
|
|
$
|
3,966
|
|
|
$
|
1,977
|
|
|
$
|
(113
|
)
|
|
$
|
4
|
|
|
$
|
718
|
|
1.
|
Basis of Presentation
|
•
|
Hotel Group
—primarily franchises hotels in the upscale, upper midscale, midscale, economy and extended stay segments and provides hotel management services for full-service and select limited-service hotels.
|
•
|
Destination Network
—provides vacation exchange services and products to owners of intervals of vacation ownership interests (“VOIs”), manages and markets vacation rental properties primarily on behalf of independent owners.
|
•
|
Vacation Ownership
—develops, markets and sells VOIs to individual consumers, provides consumer financing in connection with the sale of VOIs and provides property management services at resorts.
|
2.
|
Summary of Significant Accounting Policies
|
|
2016
|
|
2015
|
||||
Membership and exchange fees
|
$
|
248
|
|
|
$
|
260
|
|
VOI trial and incentive fees
|
165
|
|
|
153
|
|
||
Vacation rental fees
|
112
|
|
|
110
|
|
||
Initial franchise fees
|
52
|
|
|
53
|
|
||
Credit card fees
|
49
|
|
|
43
|
|
||
Other fees
|
71
|
|
|
62
|
|
||
Total deferred income
|
697
|
|
|
681
|
|
||
Less: Current deferred income
|
500
|
|
|
483
|
|
||
Non-current deferred income
|
$
|
197
|
|
|
$
|
198
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
150
|
|
|
$
|
169
|
|
|
$
|
209
|
|
Bad debt expense
|
48
|
|
|
51
|
|
|
48
|
|
|||
Write-offs
|
(70
|
)
|
|
(71
|
)
|
|
(86
|
)
|
|||
Translation and other adjustments
|
15
|
|
|
1
|
|
|
(2
|
)
|
|||
Ending balance
|
$
|
143
|
|
|
$
|
150
|
|
|
$
|
169
|
|
|
Year Ended December 31,
|
||||||||||
Increase/(decrease):
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
$
|
(9
|
)
|
|
$
|
(8
|
)
|
|
$
|
(2
|
)
|
Investing Activities
|
6
|
|
|
4
|
|
|
6
|
|
|||
Financing Activities
|
3
|
|
|
4
|
|
|
(4
|
)
|
|
|
December 31, 2015
|
||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
|
Previously Reported Balance
|
|
Simplifying the Presentation of Debt Issuance Costs
|
|
Balance Sheet Classification of Deferred Taxes
|
|
Adjusted Balance
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Current assets:
|
|
|
|
|
|
|
|
|
||||||||
Deferred income taxes
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
(126
|
)
|
|
$
|
—
|
|
Total current assets
|
|
1,869
|
|
|
—
|
|
|
(126
|
)
|
|
1,743
|
|
||||
Other non-current assets
|
|
360
|
|
|
(27
|
)
|
|
28
|
|
|
361
|
|
||||
Total assets
|
|
9,716
|
|
|
(27
|
)
|
|
(98
|
)
|
|
9,591
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
||||||||
Long-term securitized vacation ownership debt
|
|
$
|
1,921
|
|
|
$
|
(24
|
)
|
|
$
|
—
|
|
|
$
|
1,897
|
|
Long-term debt
|
|
3,034
|
|
|
(3
|
)
|
|
—
|
|
|
3,031
|
|
||||
Deferred income taxes
|
|
1,252
|
|
|
—
|
|
|
(98
|
)
|
|
1,154
|
|
||||
Total liabilities
|
|
8,763
|
|
|
(27
|
)
|
|
(98
|
)
|
|
8,638
|
|
||||
Total liabilities and equity
|
|
9,716
|
|
|
(27
|
)
|
|
(98
|
)
|
|
9,591
|
|
3.
|
Earnings Per Share
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributable to Wyndham shareholders
|
$
|
611
|
|
|
$
|
612
|
|
|
$
|
529
|
|
Basic weighted average shares outstanding
|
110
|
|
|
118
|
|
|
125
|
|
|||
Stock-settled appreciation rights (“SSARs”), RSUs
(a)
and PSUs
(b)
|
1
|
|
|
1
|
|
|
2
|
|
|||
Diluted weighted average shares outstanding
|
111
|
|
|
119
|
|
|
127
|
|
|||
Earnings per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
5.56
|
|
|
$
|
5.18
|
|
|
$
|
4.22
|
|
Diluted
|
5.53
|
|
|
5.14
|
|
|
4.18
|
|
|||
Dividends:
|
|
|
|
|
|
||||||
Cash dividends per share
(c)
|
$
|
2.00
|
|
|
$
|
1.68
|
|
|
$
|
1.40
|
|
Aggregate dividends paid to shareholders
|
223
|
|
|
202
|
|
|
179
|
|
|
(a)
|
Excludes
1.0 million
and
0.4 million
of restricted stock units (“RSUs”) for the years ended
2016
and
2015
, respectively, that would have been anti-dilutive to EPS. Includes unvested dilutive RSUs which are subject to future forfeitures.
|
(b)
|
Excludes performance vested restricted stock units (“PSUs”) of
0.6 million
for the years ended
2016
and
2015
and
0.4 million
for the year ended
2014
, as the Company had not met the required performance metrics.
|
(c)
|
For each of the quarterly periods ended March 31, June 30, September 30 and December 31,
2016
,
2015
and
2014
, the Company paid cash dividends of
$0.50
,
$0.42
and
$0.35
per share, respectively.
|
|
Shares
|
|
Cost
|
|
Average Price Per Share
|
|||||
As of December 31, 2015
|
79.2
|
|
|
$
|
3,712
|
|
|
$
|
46.85
|
|
For the year ended December 31, 2016
|
8.9
|
|
|
625
|
|
|
70.35
|
|
||
As of December 31, 2016
|
88.1
|
|
|
$
|
4,337
|
|
|
49.22
|
|
4.
|
Acquisitions
|
5.
|
Intangible Assets
|
|
As of December 31, 2016
|
|
As of December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Unamortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
1,603
|
|
|
|
|
|
|
$
|
1,563
|
|
|
|
|
|
||||||||
Trademarks
(a)
|
$
|
720
|
|
|
|
|
|
|
$
|
723
|
|
|
|
|
|
||||||||
Amortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Franchise agreements
(b)
|
$
|
594
|
|
|
$
|
401
|
|
|
$
|
193
|
|
|
$
|
594
|
|
|
$
|
386
|
|
|
$
|
208
|
|
Management agreements
(c)
|
168
|
|
|
54
|
|
|
114
|
|
|
153
|
|
|
46
|
|
|
107
|
|
||||||
Trademarks
(d)
|
20
|
|
|
6
|
|
|
14
|
|
|
8
|
|
|
5
|
|
|
3
|
|
||||||
Other
(e)
|
148
|
|
|
62
|
|
|
86
|
|
|
148
|
|
|
66
|
|
|
82
|
|
||||||
|
$
|
930
|
|
|
$
|
523
|
|
|
$
|
407
|
|
|
$
|
903
|
|
|
$
|
503
|
|
|
$
|
400
|
|
|
(a)
|
Comprised of various trade names (primarily including the Wyndham Hotels and Resorts, Ramada, Days Inn, RCI, Landal GreenParks, Baymont Inn & Suites, Microtel Inns & Suites, Hawthorn by Wyndham, TRYP by Wyndham, Dolce Hotels and Resorts and Hoseasons trade names) that the Company has acquired. These trade names are expected to generate future cash flows for an indefinite period of time.
|
(b)
|
Generally amortized over a period ranging from
20
to
40 years
with a weighted average life of
35 years
.
|
(c)
|
Generally amortized over a period ranging from
10
to
20 years
with a weighted average life of
15 years
.
|
(d)
|
Generally amortized over a period of
3
to
20
years with a weighted average life of
13 years
.
|
(e)
|
Includes customer lists and business contracts, generally amortized over a period ranging from
7
to
20 years
with a weighted average life of
14 years
.
|
|
Balance as of December 31, 2015
|
|
Goodwill Acquired
During 2016
|
|
Foreign
Exchange
|
|
Balance as of December 31, 2016
|
||||||||
Hotel Group
|
$
|
329
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
377
|
|
Destination Network
|
1,207
|
|
|
34
|
|
|
(42
|
)
|
|
1,199
|
|
||||
Vacation Ownership
|
27
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||
Total Company
|
$
|
1,563
|
|
|
$
|
82
|
|
|
$
|
(42
|
)
|
|
$
|
1,603
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Franchise agreements
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
15
|
|
Management agreements
|
11
|
|
|
10
|
|
|
8
|
|
|||
Other
|
12
|
|
|
12
|
|
|
14
|
|
|||
Total
(*)
|
$
|
38
|
|
|
$
|
37
|
|
|
$
|
37
|
|
|
|
Amount
|
||
2017
|
$
|
40
|
|
2018
|
38
|
|
|
2019
|
37
|
|
|
2020
|
36
|
|
|
2021
|
34
|
|
6.
|
Franchising and Marketing/Reservation Activities
|
7.
|
Income Taxes
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
161
|
|
|
$
|
182
|
|
|
$
|
176
|
|
State
|
22
|
|
|
31
|
|
|
40
|
|
|||
Foreign
|
52
|
|
|
51
|
|
|
53
|
|
|||
|
235
|
|
|
264
|
|
|
269
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
80
|
|
|
34
|
|
|
53
|
|
|||
State
|
16
|
|
|
8
|
|
|
(1
|
)
|
|||
Foreign
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
|
93
|
|
|
40
|
|
|
47
|
|
|||
Provision for income taxes
|
$
|
328
|
|
|
$
|
304
|
|
|
$
|
316
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
754
|
|
|
$
|
745
|
|
|
$
|
681
|
|
Foreign
|
186
|
|
|
171
|
|
|
164
|
|
|||
Pre-tax income
|
$
|
940
|
|
|
$
|
916
|
|
|
$
|
845
|
|
|
2016
|
|
2015
|
||||
Deferred income tax assets:
|
|
|
|
||||
Net operating loss carryforward
|
$
|
49
|
|
|
$
|
54
|
|
Foreign tax credit carryforward
|
84
|
|
|
89
|
|
||
Tax basis differences in assets of foreign subsidiaries
|
27
|
|
|
35
|
|
||
Accrued liabilities and deferred income
|
185
|
|
|
185
|
|
||
Provision for doubtful accounts and loan loss reserves for vacation ownership contract receivables
|
304
|
|
|
300
|
|
||
Other comprehensive income
|
118
|
|
|
73
|
|
||
Other
|
14
|
|
|
15
|
|
||
Valuation allowance
(*)
|
(35
|
)
|
|
(31
|
)
|
||
Deferred income tax assets
|
746
|
|
|
720
|
|
||
|
|
|
|
||||
Deferred income tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
738
|
|
|
734
|
|
||
Installment sales of vacation ownership interests
|
1,038
|
|
|
984
|
|
||
Estimated VOI recoveries
|
97
|
|
|
90
|
|
||
Other comprehensive income
|
20
|
|
|
19
|
|
||
Other
|
37
|
|
|
19
|
|
||
Deferred income tax liabilities
|
1,930
|
|
|
1,846
|
|
||
Net deferred income tax liabilities
|
$
|
1,184
|
|
|
$
|
1,126
|
|
|
|
|
|
||||
Reported in:
|
|
|
|
||||
Other non-current assets
|
$
|
30
|
|
|
$
|
28
|
|
Deferred income taxes
|
1,214
|
|
|
1,154
|
|
||
Net deferred income tax liabilities
|
$
|
1,184
|
|
|
$
|
1,126
|
|
|
(*)
|
The valuation allowance of
$35 million
at
December 31, 2016
relates to foreign tax credits, net operating loss carryforwards and certain deferred tax assets of
$11 million
,
$22 million
and
$2 million
, respectively. The valuation allowance of
$31 million
at
December 31, 2015
relates to foreign tax credits, net operating loss carryforwards and certain deferred tax assets of
$10 million
,
$19 million
and
$2 million
, respectively. The valuation allowance will be reduced when and if the Company determines it is more likely than not that the related deferred income tax assets will be realized.
|
|
2016
|
|
2015
|
|
2014
|
Federal statutory rate
|
35.0%
|
|
35.0%
|
|
35.0%
|
State and local income taxes, net of federal tax benefits
|
2.2
|
|
2.8
|
|
3.0
|
Taxes on foreign operations at rates different than U.S. federal statutory rates
|
(2.5)
|
|
(1.4)
|
|
(1.9)
|
Taxes on foreign income, net of tax credits
|
(1.7)
|
|
(0.6)
|
|
(4.6)
|
Valuation allowance
|
0.6
|
|
(2.7)
|
|
4.0
|
Other
|
1.3
|
|
0.1
|
|
1.9
|
|
34.9%
|
|
33.2%
|
|
37.4%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
35
|
|
|
$
|
35
|
|
|
$
|
36
|
|
Increases related to tax positions taken during a prior period
|
2
|
|
|
6
|
|
|
5
|
|
|||
Increases related to tax positions taken during the current period
|
8
|
|
|
6
|
|
|
4
|
|
|||
Decreases related to settlements with taxing authorities
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Decreases as a result of a lapse of the applicable statute of limitations
|
(2
|
)
|
|
(9
|
)
|
|
(7
|
)
|
|||
Decreases related to tax positions taken during a prior period
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Ending balance
|
$
|
39
|
|
|
$
|
35
|
|
|
$
|
35
|
|
8.
|
Vacation Ownership Contract Receivables
|
|
2016
|
|
2015
|
||||
Current vacation ownership contract receivables:
|
|
|
|
||||
Securitized
|
$
|
235
|
|
|
$
|
248
|
|
Non-securitized
|
84
|
|
|
81
|
|
||
|
319
|
|
|
329
|
|
||
Less: Allowance for loan losses
|
57
|
|
|
57
|
|
||
Current vacation ownership contract receivables, net
|
$
|
262
|
|
|
$
|
272
|
|
Long-term vacation ownership contract receivables:
|
|
|
|
||||
Securitized
|
$
|
2,254
|
|
|
$
|
2,214
|
|
Non-securitized
|
825
|
|
|
748
|
|
||
|
3,079
|
|
|
2,962
|
|
||
Less: Allowance for loan losses
|
564
|
|
|
524
|
|
||
Long-term vacation ownership contract receivables, net
|
$
|
2,515
|
|
|
$
|
2,438
|
|
|
Securitized
|
|
Non -
Securitized
|
|
Total
|
||||||
2017
|
$
|
235
|
|
|
$
|
84
|
|
|
$
|
319
|
|
2018
|
242
|
|
|
85
|
|
|
327
|
|
|||
2019
|
254
|
|
|
87
|
|
|
341
|
|
|||
2020
|
272
|
|
|
91
|
|
|
363
|
|
|||
2021
|
289
|
|
|
96
|
|
|
385
|
|
|||
Thereafter
|
1,197
|
|
|
466
|
|
|
1,663
|
|
|||
|
$
|
2,489
|
|
|
$
|
909
|
|
|
$
|
3,398
|
|
|
Amount
|
||
Allowance for loan losses as of December 31, 2013
|
$
|
566
|
|
Provision for loan losses
|
260
|
|
|
Contract receivables written off, net
|
(245
|
)
|
|
Allowance for loan losses as of December 31, 2014
|
581
|
|
|
Provision for loan losses
|
248
|
|
|
Contract receivables write-offs, net
|
(248
|
)
|
|
Allowance for loan losses as of December 31, 2015
|
581
|
|
|
Provision for loan losses
|
342
|
|
|
Contract receivables write-offs, net
|
(302
|
)
|
|
Allowance for loan losses as of December 31, 2016
|
$
|
621
|
|
|
As of December 31, 2016
|
||||||||||||||||||||||
|
700+
|
|
600-699
|
|
<600
|
|
No Score
|
|
Asia Pacific
|
|
Total
|
||||||||||||
Current
|
$
|
1,733
|
|
|
$
|
1,010
|
|
|
$
|
149
|
|
|
$
|
120
|
|
|
$
|
232
|
|
|
$
|
3,244
|
|
31 - 60 days
|
19
|
|
|
32
|
|
|
17
|
|
|
4
|
|
|
2
|
|
|
74
|
|
||||||
61 - 90 days
|
11
|
|
|
16
|
|
|
11
|
|
|
3
|
|
|
1
|
|
|
42
|
|
||||||
91 - 120 days
|
8
|
|
|
14
|
|
|
13
|
|
|
2
|
|
|
1
|
|
|
38
|
|
||||||
Total
|
$
|
1,771
|
|
|
$
|
1,072
|
|
|
$
|
190
|
|
|
$
|
129
|
|
|
$
|
236
|
|
|
$
|
3,398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
As of December 31, 2015
|
||||||||||||||||||||||
|
700+
|
|
600-699
|
|
<600
|
|
No Score
|
|
Asia Pacific
|
|
Total
|
||||||||||||
Current
|
$
|
1,623
|
|
|
$
|
1,023
|
|
|
$
|
163
|
|
|
$
|
115
|
|
|
$
|
231
|
|
|
$
|
3,155
|
|
31 - 60 days
|
16
|
|
|
25
|
|
|
17
|
|
|
5
|
|
|
2
|
|
|
65
|
|
||||||
61 - 90 days
|
10
|
|
|
14
|
|
|
11
|
|
|
3
|
|
|
1
|
|
|
39
|
|
||||||
91 - 120 days
|
7
|
|
|
11
|
|
|
11
|
|
|
2
|
|
|
1
|
|
|
32
|
|
||||||
Total
|
$
|
1,656
|
|
|
$
|
1,073
|
|
|
$
|
202
|
|
|
$
|
125
|
|
|
$
|
235
|
|
|
$
|
3,291
|
|
9.
|
Inventory
|
|
2016
|
|
2015
|
||||
Land held for VOI development
|
$
|
146
|
|
|
$
|
136
|
|
VOI construction in process
|
59
|
|
|
62
|
|
||
Inventory sold subject to conditional repurchase
|
163
|
|
|
155
|
|
||
Completed VOI inventory
|
667
|
|
|
604
|
|
||
Estimated VOI recoveries
|
256
|
|
|
242
|
|
||
Destination network vacation credits and other
|
59
|
|
|
60
|
|
||
Total inventory
|
1,350
|
|
|
1,259
|
|
||
Less: Current portion
(*)
|
315
|
|
|
295
|
|
||
Non-current inventory
|
$
|
1,035
|
|
|
$
|
964
|
|
|
(*)
|
Represents inventory that the Company expects to sell within the next 12 months.
|
10.
|
Property and Equipment, net
|
11.
|
Other Current Assets
|
|
2016
|
|
2015
|
||||
Securitization restricted cash
|
$
|
75
|
|
|
$
|
73
|
|
Escrow deposit restricted cash
|
59
|
|
|
59
|
|
||
Deferred costs
|
52
|
|
|
53
|
|
||
Non-trade receivables, net
|
40
|
|
|
32
|
|
||
Short-term investments
|
14
|
|
|
12
|
|
||
Tax receivables
|
12
|
|
|
11
|
|
||
Assets held for sale
|
10
|
|
|
2
|
|
||
Other
|
34
|
|
|
24
|
|
||
|
$
|
296
|
|
|
$
|
266
|
|
12.
|
Accrued Expenses and Other Current Liabilities
|
|
2016
|
|
2015
|
||||
Accrued payroll and related
|
$
|
225
|
|
|
$
|
274
|
|
Accrued taxes
|
137
|
|
|
102
|
|
||
Inventory sale and repurchase obligations
(a)
|
85
|
|
|
44
|
|
||
Accrued advertising and marketing
|
57
|
|
|
65
|
|
||
Accrued loyalty programs
|
46
|
|
|
37
|
|
||
Accrued interest
|
44
|
|
|
49
|
|
||
Accrued legal settlements
|
40
|
|
|
29
|
|
||
Accrued VOI maintenance fees
|
25
|
|
|
26
|
|
||
Accrued separation
(b)
|
10
|
|
|
19
|
|
||
Accrued other
|
166
|
|
|
182
|
|
||
|
$
|
835
|
|
|
$
|
827
|
|
|
(a)
|
See Note 9 - Inventory.
|
(b)
|
See Note 23 - Separation Adjustments and Transactions with Former Parent and Subsidiaries.
|
13.
|
Long-Term Debt and Borrowing Arrangements
|
|
2016
|
|
2015
|
||||
Securitized vacation ownership debt
:
(a)
|
|
|
|
||||
Term notes
(b)
|
$
|
1,857
|
|
|
$
|
1,867
|
|
Bank conduit facility (due August 2018)
|
284
|
|
|
239
|
|
||
Total securitized vacation ownership debt
|
2,141
|
|
|
2,106
|
|
||
Less: Current portion of securitized vacation ownership debt
|
195
|
|
|
209
|
|
||
Long-term securitized vacation ownership debt
|
$
|
1,946
|
|
|
$
|
1,897
|
|
Long-term debt
:
(c)
|
|
|
|
||||
Revolving credit facility (due July 2020)
|
$
|
14
|
|
|
$
|
7
|
|
Commercial paper
|
427
|
|
|
109
|
|
||
Term loan (due March 2021)
|
323
|
|
|
—
|
|
||
$315 million 6.00% senior unsecured notes (due December 2016)
(d)
|
—
|
|
|
316
|
|
||
$300 million 2.95% senior unsecured notes (due March 2017)
|
300
|
|
|
299
|
|
||
$14 million 5.75% senior unsecured notes (due February 2018)
|
14
|
|
|
14
|
|
||
$450 million 2.50% senior unsecured notes (due March 2018)
|
449
|
|
|
448
|
|
||
$40 million 7.375% senior unsecured notes (due March 2020)
|
40
|
|
|
40
|
|
||
$250 million 5.625% senior unsecured notes (due March 2021)
|
248
|
|
|
247
|
|
||
$650 million 4.25% senior unsecured notes (due March 2022)
(e)
|
648
|
|
|
648
|
|
||
$400 million 3.90% senior unsecured notes (due March 2023)
(f)
|
407
|
|
|
408
|
|
||
$350 million 5.10% senior unsecured notes (due October 2025)
(g)
|
338
|
|
|
337
|
|
||
Capital leases
|
143
|
|
|
153
|
|
||
Other
|
20
|
|
|
49
|
|
||
Total long-term debt
|
3,371
|
|
|
3,075
|
|
||
Less: Current portion of long-term debt
|
34
|
|
|
44
|
|
||
Long-term debt
|
$
|
3,337
|
|
|
$
|
3,031
|
|
|
(a)
|
Represents non-recourse debt that is securitized through bankruptcy-remote special purpose entities (“SPEs”), the creditors of which have no recourse to the Company for principal and interest. These outstanding borrowings (which legally are not liabilities of the Company) are collateralized by
$2,601 million
and
$2,576 million
of underlying gross vacation ownership contract receivables and related assets (which legally are not assets of the Company) as of
December 31, 2016
and
2015
, respectively.
|
(b)
|
The carrying amounts of the term notes are net of debt issuance costs of
$24 million
as of both
December 31, 2016
and
2015
.
|
(c)
|
The carrying amounts of the senior unsecured notes are net of unamortized discounts of
$11 million
and
$14 million
as of
December 31, 2016
and
2015
, respectively. The carrying amounts of the senior unsecured notes and term loan are net of debt issuance costs of
$4 million
and
$3 million
as of
December 31, 2016
and
2015
, respectively.
|
(d)
|
Includes
$1 million
of unamortized gains from the settlement of a derivative as of
December 31, 2015
.
|
(e)
|
Includes
$2 million
of unamortized gains from the settlement of a derivative as of both
December 31, 2016
and
2015
.
|
(f)
|
Includes
$9 million
and
$11 million
of unamortized gains from the settlement of a derivative as of
December 31, 2016
and
2015
, respectively.
|
(g)
|
Includes
$9 million
and
$10 million
of unamortized losses from the settlement of a derivative as of
December 31, 2016
and
2015
, respectively.
|
|
Securitized Vacation Ownership Debt
|
|
Long-Term Debt
|
|
Total
|
||||||
Within 1 year
|
$
|
195
|
|
|
$
|
334
|
|
(*)
|
$
|
529
|
|
Between 1 and 2 years
|
206
|
|
|
478
|
|
|
684
|
|
|||
Between 2 and 3 years
|
413
|
|
|
30
|
|
|
443
|
|
|||
Between 3 and 4 years
|
206
|
|
|
526
|
|
|
732
|
|
|||
Between 4 and 5 years
|
220
|
|
|
533
|
|
|
753
|
|
|||
Thereafter
|
901
|
|
|
1,470
|
|
|
2,371
|
|
|||
|
$
|
2,141
|
|
|
$
|
3,371
|
|
|
$
|
5,512
|
|
|
(*)
|
Includes
$300 million
of senior unsecured notes that the Company classified as long-term debt as it has the intent to refinance such debt on a long-term basis and the ability to do so with available capacity under its revolving credit facility.
|
|
Securitized Bank
Conduit Facility
(a)
|
|
Revolving
Credit Facility
|
|
||||
Total Capacity
|
$
|
650
|
|
|
$
|
1,500
|
|
|
Less: Outstanding Borrowings
|
284
|
|
|
14
|
|
|
||
Letters of credit
|
—
|
|
|
1
|
|
|
||
Commercial paper borrowings
|
—
|
|
|
427
|
|
(b)
|
||
Available Capacity
|
$
|
366
|
|
|
$
|
1,058
|
|
|
|
(a)
|
The capacity of this facility is subject to the Company’s ability to provide additional assets to collateralize additional securitized borrowings.
|
(b)
|
The Company considers outstanding borrowings under its commercial paper programs to be a reduction of the available capacity of its revolving credit facility.
|
14.
|
Variable Interest Entities
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Securitized contract receivables, gross
(a)
|
$
|
2,489
|
|
|
$
|
2,462
|
|
Securitized restricted cash
(b)
|
90
|
|
|
92
|
|
||
Interest receivables on securitized contract receivables
(c)
|
21
|
|
|
20
|
|
||
Other assets
(d)
|
4
|
|
|
5
|
|
||
Total SPE assets
|
2,604
|
|
|
2,579
|
|
||
Securitized term notes
(e)(f)
|
1,857
|
|
|
1,867
|
|
||
Securitized conduit facilities
(e)
|
284
|
|
|
239
|
|
||
Other liabilities
(g)
|
2
|
|
|
2
|
|
||
Total SPE liabilities
|
2,143
|
|
|
2,108
|
|
||
SPE assets in excess of SPE liabilities
|
$
|
461
|
|
|
$
|
471
|
|
|
(a)
|
Included in current (
$235 million
and
$248 million
as of
December 31, 2016
and
2015
, respectively) and non-current (
$2,254 million
and
$2,214 million
as of
December 31, 2016
and
2015
, respectively) vacation ownership contract receivables on the Consolidated Balance Sheets.
|
(b)
|
Included in other current assets (
$75 million
and
$73 million
as of
December 31, 2016
and
2015
, respectively) and other non-current assets (
$15 million
and
$19 million
as of
December 31, 2016
and
2015
, respectively) on the Consolidated Balance Sheets.
|
(c)
|
Included in trade receivables, net on the Consolidated Balance Sheets.
|
(d)
|
Primarily includes deferred financing costs for the bank conduit facility and a security investment asset, which is included in other non-current assets on the Consolidated Balance Sheets.
|
(e)
|
Included in current (
$195 million
and
$209 million
as of
December 31, 2016
and
2015
, respectively) and long-term (
$1,946 million
and
$1,897 million
as of
December 31, 2016
and
2015
, respectively) securitized vacation ownership debt on the Consolidated Balance Sheets.
|
(f)
|
Includes deferred financing costs of
$24 million
as of both
December 31, 2016
and
2015
, related to securitized debt.
|
(g)
|
Primarily includes accrued interest on securitized debt, which is included in accrued expenses and other current liabilities on the Consolidated Balance Sheets.
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
SPE assets in excess of SPE liabilities
|
$
|
461
|
|
|
$
|
471
|
|
Non-securitized contract receivables
|
909
|
|
|
829
|
|
||
Less: Allowance for loan losses
|
621
|
|
|
581
|
|
||
Total, net
|
$
|
749
|
|
|
$
|
719
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
Receivable for leased property and equipment
(a)
|
$
|
16
|
|
|
$
|
47
|
|
Total SPE assets
|
16
|
|
|
47
|
|
||
Accrued expenses and other current liabilities
|
—
|
|
|
1
|
|
||
Long-term debt
(b)
|
17
|
|
|
46
|
|
||
Total SPE liabilities
|
17
|
|
|
47
|
|
||
SPE deficit
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
(a)
|
Represents a receivable for assets leased to the Company which are reported within property and equipment, net on the Company’s Consolidated Balance Sheets.
|
(b)
|
As of
December 31, 2016
, included
$15 million
relating to a four-year mortgage note due in 2017 and
$2 million
of mandatorily redeemable equity, both of which are included in current portion of long-term debt on the Consolidated Balance Sheet. As of
December 31, 2015
, included
$42 million
relating to a four-year mortgage note due in 2017 and
$4 million
of mandatorily redeemable equity; of which
$29 million
was included in current portion of long-term debt on the Consolidated Balance Sheet.
|
15.
|
Fair Value
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Carrying
Amount
|
|
Estimated Fair Value
|
|
Carrying
Amount
|
|
Estimated Fair Value
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Vacation ownership contract receivables, net
|
$
|
2,777
|
|
|
$
|
3,344
|
|
|
$
|
2,710
|
|
|
$
|
3,272
|
|
Debt
|
|
|
|
|
|
|
|
||||||||
Total debt
|
5,512
|
|
|
5,579
|
|
|
5,181
|
|
|
5,234
|
|
16.
|
Financial Instruments
|
|
2016
|
|
2015
|
|
2014
|
||||||
Designated hedging instruments
|
|
|
|
|
|
||||||
Interest rate contracts
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(4
|
)
|
Foreign exchange contracts
|
—
|
|
|
3
|
|
|
2
|
|
|||
Total
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
(2
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Non-designated hedging instruments
|
|
|
|
|
|
||||||
Foreign exchange contracts
(*)
|
$
|
(17
|
)
|
|
$
|
(15
|
)
|
|
$
|
(21
|
)
|
|
(*)
|
Included within operating expenses on the Consolidated Statements of Income, which is primarily offset by changes in the value of the underlying assets and liabilities.
|
17.
|
Commitments and Contingencies
|
|
Noncancelable
Operating
Leases
|
||
2017
|
$
|
93
|
|
2018
|
66
|
|
|
2019
|
56
|
|
|
2020
|
41
|
|
|
2021
|
34
|
|
|
Thereafter
|
184
|
|
|
|
474
|
|
18.
|
Accumulated Other Comprehensive (Loss)/Income
|
Pretax
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gains/(Losses) on Cash Flow Hedges
|
|
Defined Benefit Pension Plans
|
|
AOCI
|
||||||||
Balance as of December 31, 2013
|
$
|
111
|
|
|
$
|
(8
|
)
|
|
$
|
(4
|
)
|
|
$
|
99
|
|
Period change
|
(124
|
)
|
|
—
|
|
|
(8
|
)
|
|
(132
|
)
|
||||
Balance as of December 31, 2014
|
(13
|
)
|
|
(8
|
)
|
|
(12
|
)
|
|
(33
|
)
|
||||
Period change
|
(126
|
)
|
|
8
|
|
|
3
|
|
|
(115
|
)
|
||||
Balance as of December 31, 2015
|
(139
|
)
|
|
—
|
|
|
(9
|
)
|
|
(148
|
)
|
||||
Period change
|
(86
|
)
|
|
—
|
|
|
2
|
|
|
(84
|
)
|
||||
Balance as of December 31, 2016
|
$
|
(225
|
)
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
(232
|
)
|
Tax
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gains/(Losses) on Cash Flow Hedges
|
|
Defined Benefit Pension Plans
|
|
AOCI
|
||||||||
Balance as of December 31, 2013
|
$
|
18
|
|
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
23
|
|
Period change
|
32
|
|
|
—
|
|
|
2
|
|
|
34
|
|
||||
Balance as of December 31, 2014
|
50
|
|
|
4
|
|
|
3
|
|
|
57
|
|
||||
Period change
|
20
|
|
|
(3
|
)
|
|
—
|
|
|
17
|
|
||||
Balance as of December 31, 2015
|
70
|
|
|
1
|
|
|
3
|
|
|
74
|
|
||||
Period change
|
46
|
|
|
—
|
|
|
(1
|
)
|
|
45
|
|
||||
Balance as of December 31, 2016
|
$
|
116
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
119
|
|
Net of Tax
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gains/(Losses) on Cash Flow Hedges
|
|
Defined Benefit Pension Plans
|
|
AOCI
|
||||||||
Balance as of December 31, 2013
|
$
|
129
|
|
|
$
|
(4
|
)
|
|
$
|
(3
|
)
|
|
$
|
122
|
|
Period change
|
(92
|
)
|
|
—
|
|
|
(6
|
)
|
|
(98
|
)
|
||||
Balance as of December 31, 2014
|
37
|
|
|
(4
|
)
|
|
(9
|
)
|
|
24
|
|
||||
Period change
|
(106
|
)
|
|
5
|
|
|
3
|
|
|
(98
|
)
|
||||
Balance as of December 31, 2015
|
(69
|
)
|
|
1
|
|
|
(6
|
)
|
|
(74
|
)
|
||||
Period change
|
(40
|
)
|
|
—
|
|
|
1
|
|
|
(39
|
)
|
||||
Balance as of December 31, 2016
|
$
|
(109
|
)
|
|
$
|
1
|
|
|
$
|
(5
|
)
|
|
$
|
(113
|
)
|
19.
|
Stock-Based Compensation
|
|
RSUs
|
|
PSUs
|
|
SSARs
|
|||||||||||||||
|
Number of RSUs
|
|
Weighted Average Grant Price
|
|
Number of PSUs
|
|
Weighted Average Grant Price
|
|
Number of SSARs
|
|
Weighted Average Exercise Price
|
|||||||||
Balance as of December 31, 2015
|
1.6
|
|
|
$
|
73.75
|
|
|
0.6
|
|
|
$
|
73.60
|
|
|
0.8
|
|
|
$
|
46.45
|
|
Granted
(a)
|
0.9
|
|
|
71.63
|
|
|
0.2
|
|
|
71.65
|
|
|
0.1
|
|
|
71.65
|
|
|||
Vested/exercised
|
(0.7
|
)
|
|
65.55
|
|
|
(0.2
|
)
|
|
60.24
|
|
|
(0.4
|
)
|
|
28.60
|
|
|||
Canceled
|
(0.1
|
)
|
|
76.68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31, 2016
|
1.7
|
|
(b)(c)
|
75.81
|
|
|
0.6
|
|
(d)
|
77.84
|
|
|
0.5
|
|
(e)(f)
|
68.78
|
|
|
(a)
|
Primarily represents awards granted by the Company on
February 25, 2016
.
|
(b)
|
Aggregate unrecognized compensation expense related to RSUs was
$90 million
as of
December 31, 2016
, which is expected to be recognized over a weighted average period of
2.5 years
.
|
(c)
|
Approximately
1.7 million
RSUs outstanding as of
December 31, 2016
are expected to vest over time.
|
(d)
|
Maximum aggregate unrecognized compensation expense related to PSUs was
$25 million
as of
December 31, 2016
, which is expected to be recognized over a weighted average period of
1.8
years.
|
(e)
|
Aggregate unrecognized compensation expense related to SSARs was
$3 million
as of
December 31, 2016
, which is expected to be recognized over a weighted average period of
2.5 years
.
|
(f)
|
Approximately
0.2 million
SSARs are exercisable as of
December 31, 2016
. The Company assumes that all unvested SSARs are expected to vest over time. SSARs outstanding as of
December 31, 2016
had an intrinsic value of
$6 million
and have a weighted average remaining contractual life of
3.4 years
.
|
|
SSARs Issued in
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Grant date fair value
|
$
|
13.70
|
|
|
$
|
18.55
|
|
|
$
|
20.36
|
|
Grant date strike price
|
$
|
71.65
|
|
|
$
|
91.81
|
|
|
$
|
72.97
|
|
Expected volatility
|
27.81
|
%
|
|
25.38
|
%
|
|
35.86
|
%
|
|||
Expected life
|
5.2 years
|
|
|
5.1 years
|
|
|
5.1 years
|
|
|||
Risk free interest rate
|
1.33
|
%
|
|
1.64
|
%
|
|
1.54
|
%
|
|||
Projected dividend yield
|
2.79
|
%
|
|
1.83
|
%
|
|
1.92
|
%
|
20.
|
Employee Benefit Plans
|
21.
|
Segment Information
|
|
Hotel Group
|
|
Destination Network
|
|
Vacation
Ownership
|
|
Corporate
and
Other
(e)
|
|
Total
|
||||||||||
Net revenues
(a)
|
$
|
1,309
|
|
|
$
|
1,571
|
|
|
$
|
2,794
|
|
|
$
|
(75
|
)
|
|
$
|
5,599
|
|
EBITDA
|
391
|
|
|
356
|
|
|
694
|
|
|
(110
|
)
|
|
1,331
|
|
|||||
Depreciation and amortization
|
75
|
|
|
92
|
|
|
53
|
|
|
32
|
|
|
252
|
|
|||||
Segment assets
|
1,943
|
|
|
2,564
|
|
|
5,060
|
|
|
252
|
|
|
9,819
|
|
|||||
Capital expenditures
|
42
|
|
|
62
|
|
|
68
|
|
|
19
|
|
|
191
|
|
|
Hotel Group
|
|
Destination Network
|
|
Vacation
Ownership
|
|
Corporate
and
Other
(e)
|
|
Total
|
||||||||||
Net revenues
(b)
|
$
|
1,297
|
|
|
$
|
1,538
|
|
|
$
|
2,772
|
|
|
$
|
(71
|
)
|
|
$
|
5,536
|
|
EBITDA
|
349
|
|
|
367
|
|
|
687
|
|
|
(137
|
)
|
|
1,266
|
|
|||||
Depreciation and amortization
|
69
|
|
|
90
|
|
|
47
|
|
|
28
|
|
|
234
|
|
|||||
Segment assets
(d)
|
1,832
|
|
|
2,656
|
|
|
4,928
|
|
|
175
|
|
|
9,591
|
|
|||||
Capital expenditures
|
52
|
|
|
67
|
|
|
81
|
|
|
22
|
|
|
222
|
|
|
Hotel Group
|
|
Destination Network
|
|
Vacation
Ownership
|
|
Corporate
and
Other
(e)
|
|
Total
|
||||||||||
Net revenues
(c)
|
$
|
1,101
|
|
|
$
|
1,604
|
|
|
$
|
2,638
|
|
|
$
|
(62
|
)
|
|
$
|
5,281
|
|
EBITDA
|
327
|
|
|
335
|
|
|
660
|
|
|
(141
|
)
|
|
1,181
|
|
|||||
Depreciation and amortization
|
61
|
|
|
96
|
|
|
47
|
|
|
29
|
|
|
233
|
|
|||||
Segment assets
(d)
|
1,755
|
|
|
2,693
|
|
|
4,868
|
|
|
252
|
|
|
9,568
|
|
|||||
Capital expenditures
|
55
|
|
|
74
|
|
|
85
|
|
|
21
|
|
|
235
|
|
|
(a)
|
Includes
$67 million
of intercompany segment revenues in the Company’s Hotel Group segment comprised of (i)
$56 million
of intersegment licensing fees for use of the Wyndham trade name, (ii)
$4 million
of room revenues at a Company owned hotel and (iii)
$7 million
of other fees primarily associated with the Wyndham Rewards program. Such revenues are offset in expenses at the Company’s Vacation Ownership segment. In addition, includes $
8 million
of intercompany segment revenues in the Company’s Destination Network segment for call center services provided to the Company’s Hotel Group segment.
|
(b)
|
Includes
$71 million
of intercompany segment revenues in the Company’s Hotel Group segment comprised of (i)
$57 million
of intersegment licensing fees for use of the Wyndham trade name, (ii)
$8 million
of room revenues at a Company owned hotel and (iii)
$6 million
of other fees primarily associated with the Wyndham Rewards program. Such revenues are offset in expenses at the Company’s Vacation Ownership segment.
|
(c)
|
Includes
$62 million
of intercompany segment revenues in the Company’s Hotel Group segment comprised of (i)
$41 million
of intersegment licensing fees for use of the Wyndham trade name, (ii)
$8 million
of room revenues at a Company owned hotel, (iii)
$7 million
of hotel management reimbursable fees and (iv)
$6 million
of other revenues primarily associated with the Wyndham Rewards program. Such revenues are offset in expenses at the Company’s Vacation Ownership segment.
|
(d)
|
Reflects the impact of the adoption of the new accounting standards related to the balance sheet classification of deferred taxes and the presentation of debt issuance costs during 2016. See Note 2 - Summary of Significant Accounting Policies for additional information regarding the adoption of this guidance.
|
(e)
|
Includes the elimination of transactions between segments.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
EBITDA
|
$
|
1,331
|
|
|
$
|
1,266
|
|
|
$
|
1,181
|
|
Depreciation and amortization
|
252
|
|
|
234
|
|
|
233
|
|
|||
Interest expense
|
136
|
|
|
125
|
|
|
113
|
|
|||
Early extinguishment of debt
|
11
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
(8
|
)
|
|
(9
|
)
|
|
(10
|
)
|
|||
Income before income taxes
|
940
|
|
|
916
|
|
|
845
|
|
|||
Provision for income taxes
|
328
|
|
|
304
|
|
|
316
|
|
|||
Net income
|
612
|
|
|
612
|
|
|
529
|
|
|||
Net income attributable to noncontrolling interest
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Net income attributable to Wyndham shareholders
|
$
|
611
|
|
|
$
|
612
|
|
|
$
|
529
|
|
|
|
United
States
|
|
United
Kingdom
|
|
Netherlands
|
|
All Other
Countries
|
|
Total
|
||||||||||
Year Ended or As of December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
$
|
4,238
|
|
|
$
|
243
|
|
|
$
|
253
|
|
|
$
|
865
|
|
|
$
|
5,599
|
|
Net long-lived assets
|
|
2,945
|
|
|
378
|
|
|
269
|
|
|
478
|
|
|
4,070
|
|
|||||
Year Ended or As of December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
$
|
4,248
|
|
|
$
|
272
|
|
|
$
|
239
|
|
|
$
|
777
|
|
|
$
|
5,536
|
|
Net long-lived assets
|
|
2,992
|
|
|
410
|
|
|
285
|
|
|
398
|
|
|
4,085
|
|
|||||
Year Ended or As of December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
$
|
3,892
|
|
|
$
|
298
|
|
|
$
|
276
|
|
|
$
|
815
|
|
|
$
|
5,281
|
|
Net long-lived assets
|
|
3,011
|
|
|
433
|
|
|
317
|
|
|
404
|
|
|
4,165
|
|
22.
|
Restructuring, Impairments and Other Charges
|
|
Personnel-related
(a)
|
|
Facility-related
|
|
Asset Impairments
(b)
|
|
Total
|
||||||||
Hotel Group
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Destination Network
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Vacation Ownership
|
4
|
|
|
2
|
|
|
2
|
|
|
8
|
|
||||
|
$
|
11
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
15
|
|
|
|
Personnel-related
(a)
|
|
Asset Impairment
(b)
|
|
Total
|
||||||
Hotel Group
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Destination Network
|
1
|
|
|
1
|
|
|
2
|
|
|||
Vacation Ownership
|
1
|
|
|
—
|
|
|
1
|
|
|||
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
|
Liability as of
December 31,
2013
|
|
2014 Activity
|
|
Liability as of
December 31,
2014
|
||||||||||||||
|
|
Costs
Recognized
|
|
Cash
Payments
|
|
Other
|
|
||||||||||||
Personnel-Related
|
$
|
6
|
|
|
$
|
6
|
|
(a)
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
6
|
|
Facility-Related
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Contract Terminations
|
1
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
(c)
|
1
|
|
|||||
Asset Impairments
|
—
|
|
|
5
|
|
(b)
|
—
|
|
|
(5
|
)
|
(b)
|
—
|
|
|||||
|
$
|
11
|
|
|
$
|
12
|
|
|
$
|
(6
|
)
|
|
$
|
(6
|
)
|
|
$
|
11
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liability as of
December 31,
2014
|
|
2015 Activity
|
|
Liability as of
December 31,
2015
|
||||||||||||||
|
|
Costs
Recognized
|
|
Cash
Payments
|
|
Other
|
|
||||||||||||
Personnel-Related
|
$
|
6
|
|
|
$
|
5
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
Facility-Related
|
4
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
|||||
Contract Terminations
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
(d)
|
—
|
|
|||||
Asset Impairment
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
(e)
|
—
|
|
|||||
|
$
|
11
|
|
|
$
|
6
|
|
|
$
|
(10
|
)
|
|
$
|
(2
|
)
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liability as of
December 31,
2015
|
|
2016 Activity
|
|
Liability as of
December 31,
2016
|
||||||||||||||
|
|
Costs
Recognized
|
|
Cash
Payments
|
|
Other
|
|
||||||||||||
Personnel-Related
|
$
|
3
|
|
|
$
|
11
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
6
|
|
Facility-Related
|
2
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
3
|
|
|||||
Asset Impairments
|
—
|
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
(f)
|
—
|
|
|||||
|
$
|
5
|
|
|
$
|
15
|
|
|
$
|
(9
|
)
|
|
$
|
(2
|
)
|
|
$
|
9
|
|
|
(a)
|
Represents severance costs of
$4 million
and
$2 million
at the Company’s destination network and hotel group businesses, respectively, resulting from a reduction of
122
employees.
|
(b)
|
Represents the non-cash write-off of assets related to an information technology project at the Company’s destination network business.
|
(c)
|
Represents a reversal of previously recorded expenses at the Company’s hotel group business.
|
(d)
|
Represents a reversal of a portion of previously recorded expenses at the Company’s destination network business.
|
(e)
|
Represents the non-cash asset impairment charge associated with a facility at the Company's destination network business.
|
(f)
|
Represents the write-off of assets from sales office closures at the Company's vacation ownership business.
|
23.
|
Separation Adjustments and Transactions with Former Parent and
Subsidiaries
|
24.
|
Selected Quarterly Financial Data - (unaudited)
|
|
2016
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net revenues
|
|
|
|
|
|
|
|
||||||||
Hotel Group
|
$
|
295
|
|
|
$
|
334
|
|
|
$
|
364
|
|
|
$
|
316
|
|
Destination Network
|
385
|
|
|
384
|
|
|
486
|
|
|
317
|
|
||||
Vacation Ownership
|
641
|
|
|
705
|
|
|
744
|
|
|
705
|
|
||||
Corporate and Other
(*)
|
(18
|
)
|
|
(20
|
)
|
|
(21
|
)
|
|
(18
|
)
|
||||
|
$
|
1,303
|
|
|
$
|
1,403
|
|
|
$
|
1,573
|
|
|
$
|
1,320
|
|
EBITDA
|
|
|
|
|
|
|
|
||||||||
Hotel Group
|
$
|
84
|
|
|
$
|
101
|
|
|
$
|
107
|
|
|
$
|
99
|
|
Destination Network
|
81
|
|
|
85
|
|
|
138
|
|
|
53
|
|
||||
Vacation Ownership
|
136
|
|
|
187
|
|
|
189
|
|
|
182
|
|
||||
Corporate and Other
(*)
|
(34
|
)
|
|
(33
|
)
|
|
(32
|
)
|
|
(12
|
)
|
||||
|
267
|
|
|
340
|
|
|
402
|
|
|
322
|
|
||||
Less: Depreciation and amortization
|
62
|
|
|
63
|
|
|
63
|
|
|
65
|
|
||||
Interest expense
|
33
|
|
|
34
|
|
|
34
|
|
|
34
|
|
||||
Early extinguishment of debt
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest income
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Income before income taxes
|
163
|
|
|
245
|
|
|
307
|
|
|
225
|
|
||||
Provision for income taxes
|
67
|
|
|
89
|
|
|
110
|
|
|
61
|
|
||||
Net income
|
96
|
|
|
156
|
|
|
197
|
|
|
164
|
|
||||
Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
Net income attributable to Wyndham Shareholders
|
$
|
96
|
|
|
$
|
156
|
|
|
$
|
196
|
|
|
$
|
164
|
|
Per share information
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.85
|
|
|
$
|
1.40
|
|
|
$
|
1.79
|
|
|
$
|
1.54
|
|
Diluted
|
0.84
|
|
|
1.39
|
|
|
1.78
|
|
|
1.53
|
|
||||
Diluted weighted average shares outstanding
|
114
|
|
|
112
|
|
|
110
|
|
|
108
|
|
|
|
2015
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Net revenues
|
|
|
|
|
|
|
|
||||||||
Hotel Group
|
$
|
292
|
|
|
$
|
334
|
|
|
$
|
357
|
|
|
$
|
314
|
|
Destination Network
|
369
|
|
|
383
|
|
|
476
|
|
|
310
|
|
||||
Vacation Ownership
|
617
|
|
|
699
|
|
|
750
|
|
|
706
|
|
||||
Corporate and Other
(*)
|
(16
|
)
|
|
(18
|
)
|
|
(19
|
)
|
|
(19
|
)
|
||||
|
$
|
1,262
|
|
|
$
|
1,398
|
|
|
$
|
1,564
|
|
|
$
|
1,311
|
|
EBITDA
|
|
|
|
|
|
|
|
||||||||
Hotel Group
|
$
|
76
|
|
|
$
|
96
|
|
|
$
|
83
|
|
|
$
|
94
|
|
Destination Network
|
105
|
|
|
84
|
|
|
134
|
|
|
44
|
|
||||
Vacation Ownership
|
130
|
|
|
182
|
|
|
200
|
|
|
174
|
|
||||
Corporate and Other
(*)
|
(34
|
)
|
|
(30
|
)
|
|
(35
|
)
|
|
(37
|
)
|
||||
|
277
|
|
|
332
|
|
|
382
|
|
|
275
|
|
||||
Less: Depreciation and amortization
|
56
|
|
|
58
|
|
|
59
|
|
|
61
|
|
||||
Interest expense
|
26
|
|
|
30
|
|
|
33
|
|
|
37
|
|
||||
Interest income
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(2
|
)
|
||||
Income before income taxes
|
198
|
|
|
246
|
|
|
292
|
|
|
179
|
|
||||
Provision for income taxes
|
76
|
|
|
87
|
|
|
102
|
|
|
39
|
|
||||
Net income
|
$
|
122
|
|
|
$
|
159
|
|
|
$
|
190
|
|
|
$
|
140
|
|
Per share information
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.01
|
|
|
$
|
1.34
|
|
|
$
|
1.62
|
|
|
$
|
1.22
|
|
Diluted
|
1.00
|
|
|
1.33
|
|
|
1.61
|
|
|
1.21
|
|
||||
Diluted weighted average shares outstanding
|
122
|
|
|
120
|
|
|
118
|
|
|
116
|
|
|
25.
|
Subsequent Event
|
Number No.
|
Description of Exhibit
|
2.1
|
Separation and Distribution Agreement by and among Cendant Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 27, 2006 (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed July 31, 2006)
|
|
|
2.2
|
Amendment No. 1 to Separation and Distribution Agreement by and among Cendant Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of August 17, 2006 (incorporated by reference to Exhibit 2.2 to the Registrant’s Form 10-Q filed November 14, 2006)
|
|
|
3.1
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed May 10, 2012)
|
|
|
3.2
|
Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed August 17, 2015)
|
|
|
4.1
|
Indenture, dated November 20, 2008, between Wyndham Worldwide Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-3 filed November 25, 2008)
|
|
|
4.2
|
Third Supplemental Indenture, dated February 25, 2010, between Wyndham Worldwide Corporation and U.S. Bank National Association, as Trustee, respecting Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed February 26, 2010)
|
|
|
4.3
|
Form of 7.375% Senior Notes due 2020 (included within Exhibit 4.2)
|
|
|
4.4
|
Fourth Supplemental Indenture, dated September 20, 2010, between Wyndham Worldwide Corporation and U.S. Bank National Association, as Trustee, respecting Senior Notes due 2018 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed September 23, 2010)
|
|
|
4.5
|
Form of 5.75% Senior Notes due 2018 (included within Exhibit 4.4)
|
|
|
4.6
|
Fifth Supplemental Indenture, dated Mach 1 20, 2011, between Wyndham Worldwide Corporation and U.S. Bank National Association, as Trustee, respecting Senior Notes due 20121(incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed March 3, 2011)
|
|
|
4.7
|
Form of 5.625% Senior Notes due 2021 (included within Exhibit 4.6)
|
|
|
4.8
|
Sixth Supplemental Indenture, dated March 7, 2012, between Wyndham Worldwide Corporation and U.S. Bank National Association, as Trustee, respecting Senior Notes due 2017 and 2022 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed March 7, 2012)
|
|
|
4.9
|
Form of 2.95% Senior Notes due 2017 (included within Exhibits 4.08 and 4.11)
|
|
|
4.10
|
Form of 4.25% Senior Notes due 2022 (included within Exhibits 4.08 and 4.11)
|
|
|
4.11
|
Seventh Supplemental Indenture, dated March 15, 2012, between Wyndham Worldwide Corporation and U.S. Bank National Association, as Trustee, respecting Senior Notes due 2017 and 2022 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K filed March 15, 2012)
|
|
|
4.12
|
Eighth Supplemental Indenture, dated February 22, 2013, between Wyndham Worldwide Corporation and U.S. Bank National Association, as Trustee, respecting Senior Notes due 2018 and 2023 (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed February 22, 2013)
|
|
|
4.13
|
Form of 2.50% Senior Notes due 2018 (included within Exhibit 4.12)
|
|
|
4.14
|
Form of 3.90% Senior Notes due 2023 (included within Exhibit 4.12)
|
|
|
4.15
|
Ninth Supplemental Indenture, dated September 15, 2015, between Wyndham Worldwide Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed September 15, 2015)
|
|
|
4.16
|
Form of 5.100% Notes due 2025 (included within Exhibit 4.15)
|
|
|
10.1
|
Credit Agreement, dated as of March 26, 2015, among Wyndham Worldwide Corporation, the lenders party thereto from time to time, Bank of America, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, and Compass Bank, Credit Suisse AG, Cayman Islands Branch, Deutsche Bank AG, New York Branch, SunTrust Bank, The Bank of Nova Scotia, The Royal Bank of Scotland PLC, U.S. Bank National Association, Wells Fargo Bank, N.A., Barclays Bank PLC, Goldman Sachs Bank USA and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Co-Documentation Agents (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 28, 2015)
|
10.2
|
Credit Agreement, dated as of March 24, 2016, among Wyndham Worldwide Corporation, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent and Wells Fargo Bank, National Association and Bank of America, N.A., as Co-Syndication Agents (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 26, 2016)
|
|
|
10.3
|
Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S. Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K filed October 5, 2010)
|
|
|
10.4
|
First Amendment, dated as of June 28, 2011, to the Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S. Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed August 1, 2011)
|
|
|
10.5
|
Third Amendment, dated as of August 30, 2012, to the Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S. Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 24, 2012)
|
|
|
10.6
|
Fourth Amendment, dated as of August 29, 2013, to the Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S. Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 23, 2013)
|
|
|
10.7
|
Fifth Amendment, dated as of August 28, 2014, to the Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S. Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 24, 2014)
|
|
|
10.8
|
Sixth Amendment, dated as of August 27, 2015, to the Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S. Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed October 27, 2015)
|
|
|
10.9
|
Seventh Amendment, dated as of August 23, 2016, to the Amended and Restated Indenture and Servicing Agreement, dated as of October 1, 2010, by and among Sierra Timeshare Conduit Receivables Funding II, LLC, as Issuer, Wyndham Consumer Finance, Inc., as Servicer, Wells Fargo Bank, National Association, as Trustee and U.S. Bank National Association, as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed October 26, 2016)
|
|
|
10.10
|
Employment Agreement with Stephen P. Holmes, dated as of July 31, 2006 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-12B/A filed July 7, 2006)
|
|
|
10.11
|
Amendment No. 1 to Employment Agreement with Stephen P. Holmes, dated December 31, 2008 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-K filed February 27, 2009)
|
|
|
10.12
|
Amendment No. 2 to Employment Agreement with Stephen P. Holmes, dated as of November 19, 2009 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-K filed February 19, 2010)
|
|
|
10.13
|
Amendment No. 3 to Employment Agreement with Stephen P. Holmes, dated December 31, 2012 (incorporated by reference to Exhibit 10.8 to the Registrant’s Form 10-K filed February 15, 2013)
|
|
|
10.14
|
Amendment No. 4 to Employment Agreement with Stephen P. Holmes, dated May 16, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed July 24, 2013)
|
|
|
10.15
|
Amendment No. 5 to Employment Agreement with Stephen P. Holmes, dated May 14, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 28, 2015)
|
|
|
10.16
|
Employment Agreement with Geoffrey A. Ballotti, dated as of March 31, 2008 (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-K filed February 27, 2009)
|
|
|
10.17
|
Amendment No. 1 to Employment Agreement with Geoffrey A. Ballotti, dated December 31, 2008 (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-K filed February 27, 2009)
|
|
|
10.18
|
Amendment No. 2 to Employment Agreement with Geoffrey A. Ballotti, dated December 16, 2009 (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-K filed February 19, 2010)
|
10.19
|
Amendment No. 3 to Employment Agreement with Geoffrey A. Ballotti, dated March 1, 2011 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed April 29, 2011)
|
|
|
10.20
|
Amendment No. 4 to Employment Agreement with Geoffrey A. Ballotti, dated March 28, 2014 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed April 24, 2014)
|
|
|
10.21
|
Employment Agreement with Gail Mandel, dated as of November 13, 2014 (incorporated by reference to Exhibit 10.17 to the Registrant’s Form 10-K filed February 13, 2015)
|
|
|
10.22
|
Employment Agreement with Thomas G. Conforti, dated as of September 8, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed November 5, 2009)
|
|
|
10.23
|
Amendment No. 1 to Employment Letter Agreement with Thomas G. Conforti, dated May 11, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 25, 2012).
|
|
|
10.24
|
Amendment No. 2 to Employment Agreement with Thomas G. Conforti, dated August 13, 2015
(incorporated by reference to Exhibit 10.
1 to the Registrant’s Form 10-Q filed October 27, 2015)
|
|
|
10.25
|
Employment Letter Agreement with Thomas Anderson, dated March 24, 2008 (incorporated by reference to
Exhibit 10.9 to the Registrant’s Form 10-K filed February 27, 2009)
|
|
|
10.26
|
Addendum No. 1 to Employment Letter Agreement with Thomas F. Anderson, dated December 31, 2008 (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 10-K filed February 27, 2009)
|
|
|
10.27
|
Addendum No. 2 to Employment Letter Agreement with Thomas F. Anderson, dated March 23, 2009 (incorporated by reference to Exhibit 10.27 to the Registrant’s Form 10-K filed February 13, 2015)
|
|
|
10.28
|
Addendum No. 3 to Employment Letter Agreement with Thomas F. Anderson, dated December 16, 2009 (incorporated by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed February 13, 2015)
|
|
|
10.29
|
Addendum No. 4 to Employment Letter Agreement with Thomas F. Anderson, dated November 8, 2012 (incorporated by reference to Exhibit 10.29 to the Registrant’s Form 10-K filed February 13, 2015)
|
|
|
10.30
|
Employment Agreement with Franz S. Hanning, dated as of November 19, 2009 (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-K filed February 19, 2010)
|
|
|
10.31
|
Amendment No. 1 to Employment Agreement with Franz S. Hanning, dated March 1, 2011 (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed April 29, 2011)
|
|
|
10.32
|
Amendment No. 2 to Employment Agreement with Franz S. Hanning, dated March 15, 2013 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q/A (Amendment No. 1) filed April 29, 2013)
|
|
|
10.33
|
Amendment No. 3 to Employment Agreement with Franz S. Hanning, dated February 28, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 24, 2014)
|
|
|
10.34
|
Amendment No. 4 to Employment Agreement with Franz S. Hanning, dated May 15, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed July 24, 2014)
|
|
|
10.35*
|
Termination and Release Agreement with Franz S. Hanning, dated November 15, 2016
|
|
|
10.36
|
Wyndham Worldwide Corporation 2006 Equity and Incentive Plan (Amended and Restated as of February 27, 2014) (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed on April 4, 2014)
|
|
|
10.37
|
Form of Award Agreement for Restricted Stock Units (incorporated by reference to Exhibit 10.17 to the Registrant’s Form 10-K filed February 17, 2012)
|
|
|
10.38
|
Form of Award Agreement for Stock Appreciation Rights (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-K filed February 17, 2012)
|
|
|
10.39
|
Wyndham Worldwide Corporation Savings Restoration Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8-K filed July 19, 2006)
|
|
|
10.40
|
Amendment Number One to Wyndham Worldwide Corporation Savings Restoration Plan, dated December 31, 2008 (incorporated by reference to Exhibit 10.17 to the Registrant’s Form 10-K filed February 27, 2009)
|
|
|
10.41
|
Wyndham Worldwide Corporation Non-Employee Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 8-K filed July 19, 2006)
|
|
|
10.42
|
First Amendment to Wyndham Worldwide Corporation Non-Employee Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.48 to the Registrant’s Form 10-K filed March 7, 2007)
|
10.43
|
Amendment Number Two to the Wyndham Worldwide Corporation Non-Employee Directors Deferred Compensation Plan, dated December 31, 2008 (incorporated by reference to Exhibit 10.20 to the Registrant’s Form 10-K filed February 27, 2009)
|
|
|
10.44
|
Wyndham Worldwide Corporation Officer Deferred Compensation Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Form 8-K filed July 19, 2006)
|
|
|
10.45
|
Amendment Number One to Wyndham Worldwide Corporation Officer Deferred Compensation Plan, dated December 31, 2008 (incorporated by reference to Exhibit 10.22 to the Registrant’s Form 10-K filed February 27, 2009)
|
|
|
10.46
|
Amendment No. 2 to Wyndham Worldwide Corporation Officer Deferred Compensation Plan, dated December 31, 2012 (incorporated by reference to Exhibit 10.32 to the Registrant’s Form 10-K filed February 15, 2013)
|
|
|
10.47
|
Transition Services Agreement among Cendant Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 27, 2006 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed July 31, 2006)
|
|
|
10.48
|
Tax Sharing Agreement among Cendant Corporation, Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., dated as of July 28, 2006 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed July 31, 2006)
|
|
|
10.49
|
Amendment, executed July 8, 2008 and effective as of July 28, 2006 to Tax Sharing Agreement, entered into as of July 28, 2006, by and among Avis Budget Group, Inc., Realogy Corporation and Wyndham Worldwide Corporation (incorporated by Reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed August 8, 2008)
|
|
|
10.50
|
Agreement, dated as of July 15, 2010, between Wyndham Worldwide Corporation and Realogy Corporation clarifying Tax Sharing Agreement, dated as of July 28, 2006, among Realogy Corporation, Cendant Corporation, Wyndham Worldwide Corporation and Travelport, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed July 21, 2010)
|
|
|
12*
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
21.1*
|
Subsidiaries of the Registrant
|
|
|
23.1*
|
Consent of Independent Registered Public Accounting Firm
|
|
|
31.1*
|
Certification of Chairman and Chief Executive Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934
|
|
|
31.2*
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934
|
|
|
32**
|
Certification of Chairman and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
|
|
|
101.INS*
|
XBRL Instance Document
|
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB*
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
**
|
Furnished with this report
|
1 Year Wyndham Destinations Chart |
1 Month Wyndham Destinations Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions