WYNDHAM WORLDWIDE CORP (Form: 10-Q, Received: 10/27/2015 14:04:17)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q


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

For the quarterly period ended September 30, 2015


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

For the transition period from to

Commission File No. 001-32876

Wyndham Worldwide Corporation

(Exact name of registrant as specified in its charter)



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)

(973) 753-6000

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	þ	Accelerated filer	o	Non-accelerated filer	o	Smaller reporting company	o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date:

116,106,000 shares of common stock outstanding as of September 30, 2015 .

Table of Contents



		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (Unaudited)	1
	Report of Independent Registered Public Accounting Firm	1
	Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2015 and 2014	2
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2015 and 2014	3
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	4
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014	5
	Consolidated Statements of Equity for the Nine Months Ended September 30, 2015 and 2014	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
	Forward-Looking Statements	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	45
Item 4.	Controls and Procedures	46
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	47
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	47
Item 4.	Mine Safety Disclosures	47
Item 5.	Other Information	47
Item 6.	Exhibits	48
	Signatures	49

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited).

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Wyndham Worldwide Corporation

Parsippany, New Jersey 07054

We have reviewed the accompanying consolidated balance sheet of Wyndham Worldwide Corporation and subsidiaries (the "Company") as of September 30, 2015, the related consolidated statements of income and comprehensive income for the three-month and nine-month periods ended September 30, 2015 and 2014, and the related consolidated statements of cash flows and equity for the nine-month periods ended September 30, 2015 and 2014. These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2014, and the related consolidated statements of income, comprehensive income, equity and cash flows for the year then ended (not presented herein); and in our report dated February 13, 2015, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2014 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

October 27, 2015

Table of Contents

WYNDHAM WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

(Unaudited)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Net revenues
Service and membership fees	$	734		$	717		$	1,957		$	1,922
Vacation ownership interest sales	448			415			1,201			1,101
Franchise fees	192			189			517			482
Consumer financing	108			108			318			319
Other	82			85			231			226
Net revenues	1,564			1,514			4,224			4,050
Expenses
Operating	691			613			1,865			1,721
Cost of vacation ownership interests	43			49			123			129
Consumer financing interest	18			18			55			52
Marketing and reservation	218			227			624			614
General and administrative	200			188			562			564
Asset impairments	7			8			7			8
Restructuring	8			—			8			—
Depreciation and amortization	59			60			173			175
Total expenses	1,244			1,163			3,417			3,263
Operating income	320			351			807			787
Other income, net	(3		)	—			(11		)	(5		)
Interest expense	33			28			89			84
Interest income	(2		)	(2		)	(7		)	(6		)
Income before income taxes	292			325			736			714
Provision for income taxes	102			119			265			265
Net income	190			206			471			449
Net income attributable to noncontrolling interest	—			—			—			(1		)
Net income attributable to Wyndham shareholders	$	190		$	206		$	471		$	448
Earnings per share
Basic	$	1.62		$	1.65		$	3.96		$	3.55
Diluted	1.61			1.64			3.93			3.51

Cash dividends declared per share	$	0.42		$	0.35		$	1.26		$	1.05

See Notes to Consolidated Financial Statements.

Table of Contents

WYNDHAM WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

( In millions )

( Unaudited )



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Net income	$	190		$	206		$	471		$	449
Other comprehensive loss, net of tax
Foreign currency translation adjustments	(39		)	(89		)	(95		)	(66		)
Unrealized gains on cash flow hedges	4			1			4			1
Other comprehensive loss, net of tax	(35		)	(88		)	(91		)	(65		)
Comprehensive income	155			118			380			384
Net income attributable to noncontrolling interest	—			—			—			(1		)
Comprehensive income attributable to Wyndham shareholders	$	155		$	118		$	380		$	383

See Notes to Consolidated Financial Statements.

Table of Contents

WYNDHAM WORLDWIDE CORPORATION

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

(Unaudited)



	September 30, 2015			December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	259		$	183
Trade receivables, net	486			516
Vacation ownership contract receivables, net	273			285
Inventory	273			302
Prepaid expenses	141			147
Deferred income taxes	121			114
Other current assets	290			320
Total current assets	1,843			1,867
Long-term vacation ownership contract receivables, net	2,410			2,406
Non-current inventory	979			860
Property and equipment, net	1,402			1,500
Goodwill	1,576			1,551
Trademarks, net	727			717
Franchise agreements and other intangibles, net	410			397
Other non-current assets	360			381
Total assets	$	9,707		$	9,679
Liabilities and Equity
Current liabilities:
Securitized vacation ownership debt	$	210		$	214
Current portion of long-term debt	44			47
Accounts payable	348			385
Deferred income	447			464
Accrued expenses and other current liabilities	852			749
Total current liabilities	1,901			1,859
Long-term securitized vacation ownership debt	1,900			1,951
Long-term debt	3,029			2,841
Deferred income taxes	1,249			1,202
Deferred income	202			199
Other non-current liabilities	407			370
Total liabilities	8,688			8,422
Commitments and contingencies (Note 12)
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 217,529,700 shares in 2015 and 216,862,509 shares in 2014	2			2
Treasury stock, at cost – 101,536,625 shares in 2015 and 95,806,076 shares in 2014	(4,328		)	(3,843		)
Additional paid-in capital	3,908			3,889
Retained earnings	1,501			1,183
Accumulated other comprehensive (loss)/income	(67		)	24
Total stockholders’ equity	1,016			1,255
Noncontrolling interest	3			2
Total equity	1,019			1,257
Total liabilities and equity	$	9,707		$	9,679

See Notes to Consolidated Financial Statements.

Table of Contents

WYNDHAM WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)



	Nine Months Ended
	September 30,
	2015			2014
Operating Activities
Net income	$	471		$	449
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	173			175
Provision for loan losses	184			200
Deferred income taxes	32			24
Stock-based compensation	44			43
Excess tax benefits from stock-based compensation	(17		)	(34		)
Asset impairments	7			8
Non-cash interest	17			17
Net change in assets and liabilities, excluding the impact of acquisitions:
Trade receivables	28			47
Vacation ownership contract receivables	(213		)	(156		)
Inventory	(16		)	50
Prepaid expenses	4			8
Other current assets	38			13
Accounts payable, accrued expenses and other current liabilities	75			38
Deferred income	(12		)	20
Other, net	2			(3		)
Net cash provided by operating activities	817			899
Investing Activities
Property and equipment additions	(157		)	(149		)
Net assets acquired, net of cash acquired	(97		)	(18		)
Payments of development advance notes	(7		)	(15		)
Proceeds from development advance notes	7			—
Equity investments and loans	(12		)	(10		)
Proceeds from asset sales	24			5
Decrease in securitization restricted cash	3			2
(Increase)/decrease in escrow deposit restricted cash	(8		)	1
Other, net	3			(1		)
Net cash used in investing activities	(244		)	(185		)
Financing Activities
Proceeds from securitized borrowings	1,204			1,412
Principal payments on securitized borrowings	(1,259		)	(1,381		)
Proceeds from long-term debt	82			67
Principal payments on long-term debt	(128		)	(117		)
(Repayments of)/proceeds from commercial paper, net	(102		)	28
Proceeds from notes issued	348			—
Proceeds from vacation ownership inventory arrangements	65			—
Repayments of vacation ownership inventory arrangements	(5		)	—
Dividends to shareholders	(153		)	(136		)
Repurchase of common stock	(485		)	(477		)
Excess tax benefits from stock-based compensation	17			34
Debt issuance costs	(16		)	(14		)
Net share settlement of incentive equity awards	(42		)	(63		)
Other, net	(3		)	(1		)
Net cash used in financing activities	(477		)	(648		)
Effect of changes in exchange rates on cash and cash equivalents	(20		)	(8		)
Net increase in cash and cash equivalents	76			58
Cash and cash equivalents, beginning of period	183			194
Cash and cash equivalents, end of period	$	259		$	252

See Notes to Consolidated Financial Statements.

Table of Contents

WYNDHAM WORLDWIDE CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

(In millions)

(Unaudited)



	Common Shares Outstanding		Common Stock		Treasury Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Non-controlling Interest		Total Equity
Balance as of December 31, 2014	121		$	2	$	(3,843	)	$	3,889		$	1,183		$	24		$	2	$	1,257
Net income	—		—		—			—			471			—			—		471
Other comprehensive loss	—		—		—			—			—			(91		)	—		(91		)
Issuance of shares for RSU vesting	1		—		—			—			—			—			—		—
Net share settlement of incentive equity awards	—		—		—			(42		)	—			—			—		(42		)
Change in deferred compensation	—		—		—			44			—			—			—		44
Repurchase of common stock	(6	)	—		(485		)	—			—			—			—		(485		)
Change in excess tax benefit on equity awards	—		—		—			17			—			—			—		17
Dividends	—		—		—			—			(153		)	—			—		(153		)
Other	—		—		—			—			—			—			1		1
Balance as of September 30, 2015	116		$	2	$	(4,328	)	$	3,908		$	1,501		$	(67	)	$	3	$	1,019



	Common Shares Outstanding		Common Stock		Treasury Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income			Non-controlling Interest		Total Equity
Balance as of December 31, 2013	128		$	2	$	(3,191	)	$	3,858		$	832		$	122		$	2	$	1,625
Net income	—		—		—			—			448			—			1		449
Other comprehensive loss	—		—		—			—			—			(65		)	—		(65		)
Issuance of shares for RSU vesting	1		—		—			—			—			—			—		—
Net share settlement of incentive equity awards	—		—		—			(63		)	—			—			—		(63		)
Change in deferred compensation	—		—		—			43			—			—			—		43
Change in deferred compensation for Board of Directors	—		—		—			1			—			—			—		1
Repurchase of common stock	(6	)	—		(481		)	—			—			—			—		(481		)
Change in excess tax benefit on equity awards	—		—		—			34			—			—			—		34
Dividends	—		—		—			—			(134		)	—			—		(134		)
Other	—		—		—			2			—			—			—		2
Balance as of September 30, 2014	123		$	2	$	(3,672	)	$	3,875		$	1,146		$	57		$	3	$	1,411

See Notes to Consolidated Financial Statements.

Table of Contents

WYNDHAM WORLDWIDE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unless otherwise noted, all amounts are in millions, except share and per share amounts)

(Unaudited)


1.	Basis of Presentation

Wyndham Worldwide Corporation (“Wyndham” or the “Company”) is a global provider of hospitality services and products. The accompanying Consolidated Financial Statements include the accounts and transactions of Wyndham, as well as the entities in which Wyndham directly or indirectly has a controlling financial interest. The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All intercompany balances and transactions have been eliminated in the Consolidated Financial Statements.

In presenting the Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ from those estimates. In management’s opinion, the Consolidated Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results reported. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These financial statements should be read in conjunction with the Company’s 2014 Consolidated Financial Statements included in its Annual Report filed on Form 10-K with the Securities and Exchange Commission on February 13, 2015.

Business Description

The Company operates in the following business segments:


•	Lodging —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.


•	Vacation Exchange and Rentals —provides vacation exchange services and products to owners of intervals of vacation ownership interests (“VOIs”) and 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.

Recently Issued Accounting Pronouncements

Simplifying the Accounting for Measurement-Period Adjustments from Business Combination. In September 2015, the Financial Accounting Standards Board (“FASB”) issued guidance simplifying the accounting for measurement-period adjustments related to a business combination. The guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The guidance is effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years, with early adoption permitted. The Company believes the adoption of this guidance will not have a material impact on the Consolidated Financial Statements.

Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement . In April 2015, the FASB issued guidance on determining whether a cloud computing arrangement contains a software license that should be accounted for as internal-use software. If a cloud computing arrangement does not contain a software license, it should be accounted for as a service contract. This guidance is effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements .

Simplifying the Presentation of Debt Issuance Costs. During 2015, the FASB issued guidance on the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. This guidance requires retrospective application and is effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements.

Table of Contents

Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern . In August 2014, the FASB issued guidance on disclosure of uncertainties about an entity’s ability to continue as a going concern. This guidance addresses management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. This guidance is effective for fiscal years ending after December 15, 2016 and for interim periods within those fiscal years, with early adoption permitted. The Company early adopted the guidance on January 1, 2015. There was no impact on the Consolidated Financial Statements resulting from the adoption.

Revenue from Contracts with Customers . In May 2014, the FASB issued guidance on revenue from contracts with customers. The guidance outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The guidance was effective for fiscal years beginning after December 15, 2016 and for interim periods within those fiscal years. In recent re-deliberations, the FASB approved a one-year deferral of the effective date of this guidance, such that it will be effective on January 1, 2018. The Company is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity . In April 2014, the FASB issued guidance on reporting discontinued operations and disclosures of disposals of components of an entity. This guidance changes the criteria for determining which disposals can be presented as discontinued operations and enhances the related disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2014 and for interim periods within those fiscal years, with early adoption permitted. The Company adopted the guidance on January 1, 2015, as required. There was no material impact on the Consolidated Financial Statements resulting from the adoption.


2.	Earnings Per Share

The computation of basic and diluted earnings per share (“EPS”) is based on net income attributable to Wyndham shareholders divided by the basic weighted average number of common shares and diluted weighted average number of common shares, respectively.

The following table sets forth the computation of basic and diluted EPS (in millions, except per share data):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
Net income attributable to Wyndham shareholders	$	190	$	206	$	471	$	448
Basic weighted average shares outstanding	117		124		119		126
SSARs ^(a) , RSUs ^(b) and PSUs ^(c)	1		2		1		2
Weighted average diluted shares outstanding	118		126		120		128
Earnings per share:
Basic	$	1.62	$	1.65	$	3.96	$	3.55
Diluted	1.61		1.64		3.93		3.51
Dividends:
Aggregate dividends paid to shareholders	$	49	$	44	$	153	$	136


^(a)	Stock-settled appreciation rights (“SSARs”).


^(b)	Includes unvested dilutive restricted stock units (“RSUs”) which are subject to future forfeitures.


^(c)	Excludes 0.6 million performance vested restricted stock units (“PSUs”) for both the three and nine months ended September 30, 2015 and

0.4 million PSUs for both the three and nine months ended September 30, 2014 , as the Company has not met the required performance metrics.

Table of Contents

Stock Repurchase Program

The following table summarizes stock repurchase activity under the current stock repurchase program (in millions, except per share data):



	Shares	Cost		Average Price Per Share
As of December 31, 2014	71.3	$	3,062	$	42.94
For the nine months ended September 30, 2015	5.7	485		84.61
As of September 30, 2015	77.0	$	3,547	46.04

The Company had $531 million of remaining availability under its program as of September 30, 2015 . The total capacity of the program was increased by proceeds received from stock option exercises.


3.	Acquisitions

Assets acquired and liabilities assumed in business combinations were recorded on the Consolidated Balance Sheets as of the respective acquisition dates based upon their estimated fair values at such dates. The results of operations of businesses acquired by the Company have been included in the Consolidated Statements of Income since their respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was allocated to goodwill. In certain circumstances, the allocations of the excess purchase price are based upon preliminary estimates and assumptions. Accordingly, the allocations may be subject to revision when the Company receives final information, including appraisals and other analyses. Any revisions to the fair values during the allocation period will be recorded by the Company as further adjustments to the purchase price allocations. Although, in certain circumstances, the Company has substantially integrated the operations of its acquired businesses, additional future costs relating to such integration may occur. These costs may result from integrating operating systems, relocating employees, closing facilities, reducing duplicative efforts and exiting and consolidating other activities. These costs will be recorded on the Consolidated Statements of Income as expenses.

Dolce Hotels and Resorts. During January 2015, the Company completed the acquisition of Dolce Hotels and Resorts (“Dolce”), a manager of properties focused on group accommodations. This acquisition is consistent with the Company’s strategy to expand its managed portfolio within its lodging business. The net consideration of $57 million was comprised of $52 million in cash, net of cash acquired, for the equity of Dolce and $5 million related to debt repaid at closing. The preliminary purchase price allocation resulted in the recognition of $31 million of goodwill, none of which is expected to be deductible for tax purposes, $28 million of definite-lived intangible assets with a weighted average life of 15 years, and $14 million of trademarks. In addition, the fair value of assets acquired and liabilities assumed resulted in $9 million of other assets and $25 million of liabilities, all of which were assigned to the Company’s Lodging segment. This acquisition was not material to the Company’s results of operations, financial position or cash flows.

Other. During the nine months ended September 30, 2015 , the Company completed five acquisitions for a total of $39 million in cash, net of cash acquired. The preliminary purchase price allocations resulted in the recognition of (i) $12 million of property and equipment, all of which was allocated to the Company’s Vacation Ownership segment and (ii) $16 million of goodwill, majority of which is expected to be deductible for tax purposes, and $15 million of definite-lived intangible assets with a weighted average life of 11 years, both of which were allocated to the Company’s Vacation Exchange and Rentals segment. These acquisitions were not material to the Company’s results of operations, financial position or cash flows.

Table of Contents


4.	Intangible Assets

Intangible assets consisted of:



	As of September 30, 2015						As of December 31, 2014
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Unamortized Intangible Assets:
Goodwill	$	1,576					$	1,551
Trademarks	$	724					$	713
Amortized Intangible Assets:
Franchise agreements	$	595	$	383	$	212	$	594	$	371	$	223
Management agreements	156		43		113		105		35		70
Trademarks	8		5		3		7		3		4
Other	152		67		85		167		63		104
	$	911	$	498	$	413	$	873	$	472	$	401

The changes in the carrying amount of goodwill are as follows:



	Balance as of December 31, 2014		Goodwill Acquired During 2015		Foreign Exchange			Balance as of September 30, 2015


Lodging	$	300	$	31	$	—		$	331
Vacation Exchange and Rentals	1,224		16		(22		)	1,218
Vacation Ownership	27		—		—			27
Total Company	$	1,551	$	47	$	(22	)	$	1,576

Amortization expense relating to amortizable intangible assets was as follows:



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
Franchise agreements	$	3	$	4	$	11	$	12
Management agreements	3		2		7		6
Other	4		3		10		10
Total ^(*)	$	10	$	9	$	28	$	28


^(*)	Included as a component of depreciation and amortization on the Consolidated Statements of Income.

Table of Contents

Based on the Company's amortizable intangible assets as of September 30, 2015 , the Company expects related amortization expense as follows:



	Amount
Remainder of 2015	$	9
2016	37
2017	36
2018	34
2019	33
2020	32


5.	Vacation Ownership Contract Receivables

The Company generates vacation ownership contract receivables by extending financing to the purchasers of its VOIs. Current and long-term vacation ownership contract receivables, net consisted of:



	September 30, 2015		December 31, 2014
Current vacation ownership contract receivables:
Securitized	$	251	$	256
Non-securitized	80		88
Current vacation ownership receivables, gross	331		344
Less: Allowance for loan losses	58		59
Current vacation ownership contract receivables, net	$	273	$	285
Long-term vacation ownership contract receivables:
Securitized	$	2,217	$	2,256
Non-securitized	719		672
Long-term vacation ownership receivables, gross	2,936		2,928
Less: Allowance for loan losses	526		522
Long-term vacation ownership contract receivables, net	$	2,410	$	2,406

During the three and nine months ended September 30, 2015 , the Company’s securitized vacation ownership contract receivables generated interest income of $83 million and $248 million , respectively. During the three and nine months ended September 30, 2014 , such amounts were $74 million and $217 million , respectively. Such interest income is included within consumer financing on the Consolidated Statements of Income.

Principal payments that are contractually due on the Company’s vacation ownership contract receivables during the next twelve months are classified as current on the Consolidated Balance Sheets. During the nine months ended September 30, 2015 and 2014 , the Company originated vacation ownership contract receivables of $818 million and $754 million , respectively, and received principal collections of $605 million and $598 million , respectively. The weighted average interest rate on outstanding vacation ownership contract receivables was 13.7% and 13.6% as of September 30, 2015 and December 31, 2014 , respectively.

Table of Contents

The activity in the allowance for loan losses on vacation ownership contract receivables was as follows:



	Amount
Allowance for loan losses as of December 31, 2014	$	581
Provision for loan losses	184
Contract receivables write-offs, net	(181		)
Allowance for loan losses as of September 30, 2015	$	584



	Amount
Allowance for loan losses as of December 31, 2013	$	566
Provision for loan losses	200
Contract receivables write-offs, net	(183		)
Allowance for loan losses as of September 30, 2014	$	583

In accordance with the guidance for accounting for real estate time-sharing transactions, the Company recorded a provision for loan losses of $78 million and $184 million as a reduction of net revenues during the three months and nine months ended September 30, 2015 , respectively, and $70 million and $200 million for the three and nine months ended September 30, 2014 , respectively.

Credit Quality for Financed Receivables and the Allowance for Credit Losses

The basis of the differentiation within the identified class of financed VOI contract receivables is the consumer’s FICO score. A FICO score is a branded version of a consumer credit score widely used within the U.S. by the largest banks and lending institutions. FICO scores range from 300 – 850 and are calculated based on information obtained from one or more of the three major U.S. credit reporting agencies that compile and report on a consumer’s credit history. The Company updates its records for all active VOI contract receivables with a balance due on a rolling monthly basis to ensure that all VOI contract receivables are scored at least every six months. The Company groups all VOI contract receivables into five different categories: FICO scores ranging from 700 to 850, 600 to 699, Below 600, No Score (primarily comprised of consumers for whom a score is not readily available, including consumers declining access to FICO scores and non U.S. residents) and Asia Pacific (comprised of receivables in the Company’s Wyndham Vacation Resort Asia Pacific business for which scores are not readily available).

The following table details an aged analysis of financing receivables using the most recently updated FICO scores (based on the policy described above):



	As of September 30, 2015
	700+		600-699		<600		No Score		Asia Pacific		Total
Current	$	1,614	$	1,032	$	165	$	115	$	221	$	3,147
31 - 60 days	14		23		16		4		2		59
61 - 90 days	7		11		11		2		1		32
91 - 120 days	5		9		11		3		1		29
Total	$	1,640	$	1,075	$	203	$	124	$	225	$	3,267

	As of December 31, 2014
	700+		600-699		<600		No Score		Asia Pacific		Total
Current	$	1,556	$	1,028	$	191	$	115	$	261	$	3,151
31 - 60 days	12		23		16		4		3		58
61 - 90 days	7		13		11		2		1		34
91 - 120 days	5		10		11		2		1		29
Total	$	1,580	$	1,074	$	229	$	123	$	266	$	3,272

The Company ceases to accrue interest on VOI contract receivables once the contract has remained delinquent for greater than 90 days. At greater than 120 days, the VOI contract receivable is written off to the allowance for loan losses. In accordance with its policy, the Company assesses the allowance for loan losses using a static pool methodology and thus does not assess individual loans for impairment separate from the pool.

Table of Contents


6.	Inventory

Inventory consisted of:



	September 30, 2015		December 31, 2014
Land held for VOI development	$	136	$	136
VOI construction in process	98		226
Inventory sold subject to conditional repurchase	135		73
Completed VOI inventory	582		431
Estimated recoveries	241		235
Exchange and rentals vacation credits and other	60		61
Total inventory	1,252		1,162
Less: Current portion ^(*)	273		302
Non-current inventory	$	979	$	860


^(*)	Represents inventory that the Company expects to sell within the next 12 months.

During the nine months ended September 30, 2015 and 2014 , the Company transferred $67 million and $18 million , respectively, from property and equipment to VOI inventory.

Inventory Sale Transactions

During the third quarter of 2015, the Company sold real property located in St. Thomas, U.S. Virgin Island to a third-party developer, consisting of $67 million of vacation ownership inventory, in exchange for $65 million in cash consideration and $2 million of a receivable to be paid in the fourth quarter of 2015. During 2013, the Company sold real property located in Las Vegas, Nevada and Avon, Colorado to a third-party developer, consisting of vacation ownership inventory and property and equipment.

The Company recognized no gain or loss on these sales transactions. In accordance with the agreements with the third-party developers, the Company has conditional rights and conditional obligations to repurchase the completed properties from the developers subject to the properties conforming to the Company's vacation ownership resort standards and provided that the third-party developers have not sold the properties to another party. Under the sale of real estate accounting guidance, the conditional rights and obligations of the Company constitute continuing involvement and thus the Company was unable to account for these transactions as a sale.

During the fourth quarter of 2014, the Company acquired the property located in Avon, Colorado from the third-party developer. In connection with this acquisition, the Company had an outstanding obligation of $43 million as of September 30, 2015 , of which $11 million was included within accrued expenses and other current liabilities and $32 million was included within other non-current liabilities on the Consolidated Balance Sheet. As of December 31, 2014 , the Company had an outstanding obligation of $42 million , of which $10 million was included within accrued expenses and other current liabilities and $32 million was included within other non-current liabilities on the Consolidated Balance Sheet.

In connection with the Las Vegas, Nevada and St. Thomas properties, the Company had outstanding obligations of $136 million as of September 30, 2015 , of which $23 million were included within accrued expenses and other current liabilities and $113 million were included within other non-current liabilities on the Consolidated Balance Sheet. During the third quarter of 2015, the Company paid $12 million to the third-party developer, of which $6 million was for vacation ownership inventory located in Las Vegas, Nevada, $5 million was for its obligation under the vacation ownership inventory arrangements and $1 million was accrued interest. As of December 31, 2014 , the Company had an outstanding obligation related to the Las Vegas property of $73 million , of which $5 million was included within accrued expenses and other current liabilities and $68 million was included within other non-current liabilities on the Consolidated Balance Sheet.

Table of Contents

The Company has guaranteed to repurchase the completed properties located in Las Vegas, Nevada and St. Thomas from the third-party developers subject to the properties meeting the Company’s vacation ownership resort standards and provided that the third-party developers have not sold the properties to another party. The maximum potential future payments that the Company could be required to make under these commitments was $309 million as of September 30, 2015 .


7.	Long-Term Debt and Borrowing Arrangements

The Company’s indebtedness consisted of:



	September 30, 2015		December 31, 2014
Securitized vacation ownership debt : ^(a)
Term notes	$	1,843	$	1,962
Bank conduit facility (due August 2017)	267		203
Total securitized vacation ownership debt	2,110		2,165
Less: Current portion of securitized vacation ownership debt	210		214
Long-term securitized vacation ownership debt	$	1,900	$	1,951
Long-term debt : ^(b)
Revolving credit facility (due July 2020)	$	20	$	25
Commercial paper	87		189
$315 million 6.00% senior unsecured notes (due December 2016) ^(c)	316		317
$300 million 2.95% senior unsecured notes (due March 2017)	299		299
$14 million 5.75% senior unsecured notes (due February 2018)	14		14
$450 million 2.50% senior unsecured notes (due March 2018)	448		448
$40 million 7.375% senior unsecured notes (due March 2020)	40		40
$250 million 5.625% senior unsecured notes (due March 2021)	247		247
$650 million 4.25% senior unsecured notes (due March 2022) ^(d)	648		648
$400 million 3.90% senior unsecured notes (due March 2023) ^(e)	409		410
$350 million 5.10% senior unsecured notes (due October 2025) ^(f)	338		—
Capital leases	158		170
Other	49		81
Total long-term debt	3,073		2,888
Less: Current portion of long-term debt	44		47
Long-term debt	$	3,029	$	2,841

^(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 $2,582 million and $2,629 million of underlying gross vacation ownership contract receivables and related assets (which legally are not assets of the Company) as of September 30, 2015 and December 31, 2014 , respectively.


^(b)	The carrying amounts of the senior unsecured notes are net of unamortized discounts aggregating $15 million and $14 million as of September 30, 2015 and December 31, 2014 , respectively.


^(c)	Includes $1 million and $2 million of unamortized gains from the settlement of a derivative as of September 30, 2015 and December 31, 2014 , respectively.


^(d)	As of September 30, 2015 , includes unamortized gains from the settlement of a derivative in the amount of $3 million . As of December 31, 2014 , includes a $3 million increase in the carrying value resulting from a fair value hedge derivative.


^(e)	As of September 30, 2015 , includes unamortized gains from the settlement of a derivative in the amount of $11 million . As of December 31, 2014 , includes a $13 million increase in the carrying value resulting from a fair value hedge derivative.


^(f)	As of September 30, 2015 , includes unamortized losses from the settlement of a derivative in the amount of $10 million .

Table of Contents

Debt Issuances

Revolving Credit Facility. During March 2015 , the Company replaced its $1.5 billion revolving credit facility expiring on July 15, 2018 with a $1.5 billion revolving credit facility that expires on July 15, 2020. This facility is subject to a facility fee of 20 basis points based on total capacity and bears interest at LIBOR plus 130 basis points. The facility fee and interest rate are dependent on the Company's credit ratings. The available capacity of the facility also supports the Company's commercial paper programs.

Sierra Timeshare 2015-1 Receivables Funding, LLC. During March 2015, the Company closed a series of term notes payable, Sierra Timeshare 2015-1 Receivables Funding, LLC, with an initial principal amount of $350 million , which are secured by vacation ownership contract receivables and bear interest at a weighted average coupon rate of 2.54% . The advance rate for this transaction was 90% . As of September 30, 2015 , the Company had $259 million of outstanding borrowings under these term notes.

Sierra Timeshare 2015-2 Receivables Funding, LLC. During July 2015, the Company closed a series of term notes payable, Sierra Timeshare 2015-2 Receivables Funding, LLC, with an initial principal amount of $275 million , which are secured by vacation ownership contract receivables and bear interest at a weighted average coupon rate of 2.56% . The advance rate for this transaction was 90% . As of September 30, 2015 , the Company had $242 million of outstanding borrowings under these term notes.

Sierra Timeshare Conduit Receivables Funding II, LLC. During August 2015, the Company renewed its securitized timeshare receivables conduit facility for a two-year period through August 2017. The facility has a total capacity of $650 million and bears interest at variable rates based on commercial paper rates and LIBOR rates plus a spread.

5.10% Senior Unsecured Notes. During September 2015, the Company issued senior unsecured notes, with face value of $350 million and bearing interest at a rate of 5.10% , for net proceeds of $348 million . The interest on the senior unsecured notes will be subject to adjustments from time to time if there are downgrades to the credit ratings assigned to the notes. Interest began accruing on September 15, 2015 and is payable semi-annually in arrears on April 1 and October 1 of each year, commencing on April 1, 2016. The notes will mature on October 1, 2025 and are redeemable at the Company’s option at any time, in whole or in part, at the stated redemption prices plus accrued interest through the redemption date. These notes rank equally in right of payment with all of the Company’s other senior unsecured indebtedness. In connection with this transaction, the Company settled an interest swap agreement resulting in a payment of $10 million which was included within other, net in operating activities on the Consolidated Statement of Cash Flows. As of September 30, 2015 , the Company had a $10 million deferred loss which was included within long-term debt on the Consolidated Balance Sheet and will be amortized over the tenor of the senior unsecured notes within interest expense on the Consolidated Statement of Income.

Commercial Paper

The Company maintains U.S. and European commercial paper programs with a total capacity of $750 million and $500 million , respectively. As of September 30, 2015 , the Company had outstanding borrowings of $87 million at a weighted average interest rate of 0.86% , all of which were under its U.S. commercial paper program. As of December 31, 2014 , the Company had outstanding borrowings of $189 million at a weighted average interest rate of 0.89% , all of which were under its U.S. commercial paper program. The Company considers outstanding borrowings under its commercial paper programs to be a reduction of available capacity on its revolving credit facility.

Fair Value Hedges

During 2013, the Company entered into fixed to variable interest rate swap agreements (the “Swaps”) on its 3.90% and 4.25% senior unsecured notes (the “Senior Notes”) with notional amounts of $400 million and $100 million , respectively. The fixed interest rates on these notes were effectively modified to a variable LIBOR-based index. During May 2015, the Company terminated the Swaps and received $17 million of cash which was included within other, net in operating activities on the Consolidated Statement of Cash Flows. As of September 30, 2015 , the Company had $14 million of deferred gains which were included within long-term debt on the Consolidated Balance Sheet and will be recognized within interest expense on the Consolidated Statement of Income over the remaining life of the Senior Notes. As of December 31, 2014 , the aggregate fair value of these Swaps was $18 million of assets which were included in other non-current assets on the Consolidated Balance Sheet.

Table of Contents

Maturities and Capacity

The Company’s outstanding debt as of September 30, 2015 matures as follows:



	Securitized Vacation Ownership Debt		Long-Term Debt		Total
Within 1 year	$	210	$	44	$	254
Between 1 and 2 years	223		648		871
Between 2 and 3 years	432		476		908
Between 3 and 4 years	201		13		214
Between 4 and 5 years	208		159		367
Thereafter	836		1,733		2,569
	$	2,110	$	3,073	$	5,183

Debt maturities of the securitized vacation ownership debt are based on the contractual payment terms of the underlying vacation ownership contract receivables. As such, actual maturities may differ as a result of prepayments by the vacation ownership contract receivable obligors.

As of September 30, 2015 , available capacity under the Company’s borrowing arrangements was as follows:



	Securitized Bank Conduit Facility ^(a)		Revolving Credit Facility
Total Capacity	$	650	$	1,500
Less: Outstanding Borrowings	267		20
Letters of credit	—		1
Commercial paper borrowings	—		87		^(b)
Available Capacity	$	383	$	1,392


^(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.

Interest Expense

During the three and nine months ended September 30, 2015 , the Company incurred non-securitized interest expense of $33 million and $89 million , respectively, which consisted of $35 million and $94 million of interest on long-term debt, partially offset by $2 million and $5 million of capitalized interest. Such amounts are included within interest expense on the Consolidated Statements of Income. Cash paid related to interest on the Company’s non-securitized debt was $102 million during the nine months ended September 30, 2015 .

During the three and nine months ended September 30, 2014 , the Company incurred non-securitized interest expense of $28 million and $84 million , respectively, which consisted of $31 million and $90 million of interest on long-term debt, partially offset by $2 million and $4 million of capitalized interest. In addition, the Company incurred $1 million and $2 million of gains resulting from the ineffectiveness of fair value hedges during the three and nine months ended September 30, 2014 . Such amounts are included within interest expense on the Consolidated Statements of Income. Cash paid related to interest on the Company’s non-securitized debt was $98 million during the nine months ended September 30, 2014 .

Interest expense incurred in connection with the Company’s securitized vacation ownership debt during the three and nine months ended September 30, 2015 was $18 million and $55 million , respectively, and $18 million and $52 million during the three and nine months ended September 30, 2014 , respectively, and is recorded within consumer financing interest on the Consolidated Statements of Income. Cash paid related to such interest was $42 million and $39 million during the nine months ended September 30, 2015 and 2014 , respectively.

Table of Contents


8.	Variable Interest Entities

In accordance with the applicable accounting guidance for the consolidation of a variable interest entity (“VIE”), the Company analyzes its variable interests, including loans, guarantees, SPEs and equity investments to determine if an entity in which the Company has a variable interest is a VIE. If the entity is considered to be a VIE, the Company determines whether it would be considered the entity’s primary beneficiary. The Company consolidates into its financial statements those VIEs for which it has determined that it is the primary beneficiary.

Vacation Ownership Contract Receivables Securitizations

The Company pools qualifying vacation ownership contract receivables and sells them to bankruptcy-remote entities. Vacation ownership contract receivables qualify for securitization based primarily on the credit strength of the VOI purchaser to whom financing has been extended. Vacation ownership contract receivables are securitized through bankruptcy-remote SPEs that are consolidated within the Consolidated Financial Statements. As a result, the Company does not recognize gains or losses resulting from these securitizations at the time of sale to the SPEs. Interest income is recognized when earned over the contractual life of the vacation ownership contract receivables. The Company services the securitized vacation ownership contract receivables pursuant to servicing agreements negotiated on an arms-length basis based on market conditions. The activities of these SPEs are limited to (i) purchasing vacation ownership contract receivables from the Company’s vacation ownership subsidiaries, (ii) issuing debt securities and/or borrowing under a conduit facility to fund such purchases and (iii) entering into derivatives to hedge interest rate exposure. The bankruptcy- remote SPEs are legally separate from the Company. The receivables held by the bankruptcy-remote SPEs are not available to creditors of the Company and legally are not assets of the Company. Additionally, the non-recourse debt that is securitized through the SPEs is legally not a liability of the Company and thus, the creditors have no recourse to the Company for principal and interest.

The assets and liabilities of these vacation ownership SPEs are as follows:



	September 30, 2015		December 31, 2014
Securitized contract receivables, gross ^(a)	$	2,468	$	2,512
Securitized restricted cash ^(b)	93		96
Interest receivables on securitized contract receivables ^(c)	19		20
Other assets ^(d)	2		1
Total SPE assets ^(e)	2,582		2,629
Securitized term notes ^(f)	1,843		1,962
Securitized conduit facilities ^(f)	267		203
Other liabilities ^(g)	2		1
Total SPE liabilities	2,112		2,166
SPE assets in excess of SPE liabilities	$	470	$	463


^(a)	Included in current ( $251 million and $256 million as of September 30, 2015 and December 31, 2014 , respectively) and non-current ( $2,217 million and $2,256 million as of September 30, 2015 and December 31, 2014 , respectively) vacation ownership contract receivables on the Consolidated Balance Sheets.


^(b)	Included in other current assets ( $73 million and $75 million as of September 30, 2015 and December 31, 2014 , respectively) and other non-current assets ( $20 million and $21 million as of September 30, 2015 and December 31, 2014 , respectively) on the Consolidated Balance Sheets.


^(c)	Included in trade receivables, net on the Consolidated Balance Sheets.


^(d)	Primarily includes a security investment asset, which is included in other non-current assets on the Consolidated Balance Sheets.


^(e)	Excludes deferred financing costs of $27 million and $30 million as of September 30, 2015 and December 31, 2014 , respectively, related to securitized debt.


^(f)	Included in current ( $210 million and $214 million as of September 30, 2015 and December 31, 2014 , respectively) and long-term ( $1,900 million and $1,951 million as of September 30, 2015 and December 31, 2014 , respectively) securitized vacation ownership debt on the Consolidated Balance Sheets.


^(g)	Primarily includes accrued interest on securitized debt, which is included in accrued expenses and other current liabilities on the Consolidated Balance Sheets.

Table of Contents

In addition, the Company has vacation ownership contract receivables that have not been securitized through bankruptcy-remote SPEs. Such gross receivables were $799 million and $760 million as of September 30, 2015 and December 31, 2014 , respectively. A summary of total vacation ownership receivables and other securitized assets, net of securitized liabilities and the allowance for loan losses, is as follows:



	September 30, 2015		December 31, 2014
SPE assets in excess of SPE liabilities	$	470	$	463
Non-securitized contract receivables	799		760
Less: Allowance for loan losses	584		581
Total, net	$	685	$	642

In addition to restricted cash related to securitizations, the Company had $62 million and $51 million of restricted cash related to escrow deposits as of September 30, 2015 and December 31, 2014 , respectively, which are recorded within other current assets on the Consolidated Balance Sheets.

Midtown 45, NYC Property

During January 2013, the Company entered into an agreement with a third-party partner whereby the partner acquired the Midtown 45 property in New York City through an SPE. The Company is managing and operating the property for rental purposes while the Company converts it into VOI inventory. The SPE financed the acquisition and planned renovations with a four-year mortgage note and mandatorily redeemable equity provided by related parties of such partner. At the time of the agreement, the Company committed to purchase such VOI inventory from the SPE over a four-year period which will be used to repay the four-year mortgage note and the mandatorily redeemable equity of the SPE. The Company is considered to be the primary beneficiary of the SPE and therefore, the Company consolidated the SPE within its financial statements.

The assets and liabilities of the SPE are as follows:



	September 30, 2015			December 31, 2014
Property and equipment, net	$	39		$	64
Total SPE assets	39			64
Accrued expenses and other current liabilities	—			1
Long-term debt ^(*)	46			77
Total SPE liabilities	46			78
SPE deficit	$	(7	)	$	(14	)

^(*)

As of September 30, 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. As of December 31, 2014 , included $71 million relating to a four-year mortgage note due in 2017 and $6 million of mandatorily redeemable equity, of which $31 million was included in current portion of long-term debt on the Consolidated Balance Sheet.

During 2015 , the SPE conveyed $23 million of property and equipment to the Company.


9.	Fair Value

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value driver is observable.

Level 3: Unobservable inputs used when little or no market data is available.

Table of Contents

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input (closest to Level 3) that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following table summarizes information regarding assets and liabilities that are measured at fair value (all of which are Level 2) on a recurring basis:



	As of				As of
	September 30, 2015				December 31, 2014
	Fair Value		Carrying Amount		Fair Value		Carrying Amount
Assets
Derivatives: ^(a)
Interest rate contracts	$	—	$	—	$	18	$	18
Foreign exchange contracts	2		2		1		1
Total assets	$	2	$	2	$	19	$	19
Liabilities
Derivatives: ^(b)
Interest rate contracts ^(c)	$	—	$	—	$	4	$	4
Foreign exchange contracts	2		2		3		3
Total liabilities	$	2	$	2	$	7	$	7


^(a)	Included in other current assets ( $2 million and $1 million as of September 30, 2015 and December 31, 2014 , respectively) and other non-current assets ( $18 million as of December 31, 2014 ) on the Consolidated Balance Sheets.


^(b)	Included in accrued expenses and other current liabilities on the Consolidated Balance Sheets.


^(c)	As of December 31, 2014 , primarily related to interest rate swap locks for the 2015 issuance of senior unsecured notes.

The Company’s derivative instruments primarily consist of pay-fixed/receive-variable interest rate swaps, pay-variable/receive-fixed interest rate swaps, interest rate caps, foreign exchange forward contracts and foreign exchange average rate forward contracts. For assets and liabilities that are measured using quoted prices in active markets, the fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs. Assets and liabilities that are measured using other significant observable inputs are valued by reference to similar assets and liabilities. For these items, a significant portion of fair value is derived by reference to quoted prices of similar assets and liabilities in active markets. For assets and liabilities that are measured using significant unobservable inputs, fair value is primarily derived using a fair value model, such as a discounted cash flow model.

The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The carrying amounts of cash and cash equivalents, restricted cash, trade receivables, accounts payable and accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these assets and liabilities. The carrying amounts and estimated fair values of all other financial instruments are as follows:



	September 30, 2015				December 31, 2014
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets
Vacation ownership contract receivables, net	$	2,683	$	3,308	$	2,691	$	3,284
Debt
Total debt	5,183		5,228		5,053		5,140

Table of Contents

The Company estimates the fair value of its vacation ownership contract receivables using a discounted cash flow model which it believes is comparable to the model that an independent third-party would use in the current market. The model uses Level 3 inputs consisting of default rates, prepayment rates, coupon rates and loan terms for the contract receivables portfolio as key drivers of risk and relative value that, when applied in combination with pricing parameters, determines the fair value of the underlying contract receivables.

The Company estimates the fair value of its securitized vacation ownership debt by obtaining Level 2 inputs comprised of indicative bids from investment banks that actively issue and facilitate the secondary market for timeshare securities. The Company determines the fair value of its Senior Notes using quoted market prices as such Senior Notes are not actively traded and thus are considered Level 2 inputs. Additionally, the Company estimates the fair value of its other long-term debt, excluding capital leases, using Level 2 inputs based on indicative bids from investment banks.


10.	Derivative Instruments and Hedging Activities

Foreign Currency Risk

The Company has foreign currency rate exposure to exchange rate fluctuations worldwide with particular exposure to the British pound, Euro, Canadian and Australian dollar. The Company uses freestanding foreign currency forward contracts to manage a portion of its exposure to changes in foreign currency exchange rates associated with its foreign currency denominated receivables, payables and forecasted earnings of foreign subsidiaries. Additionally, the Company uses foreign currency forward contracts designated as cash flow hedges to manage a portion of its exposure to changes in forecasted foreign currency denominated vendor payments. Gains and losses relating to freestanding foreign currency contracts are included in operating expenses on the Company’s Consolidated Statements of Income and are substantially offset by the earnings effect from the underlying items that were economically hedged. The freestanding foreign currency contracts resulted in losses of $5 million and $12 million during the three months ended September 30, 2015 and 2014, respectively, and losses of $10 million and $11 million during the nine months ended September 30, 2015 and 2014, respectively. The amount of gains or losses relating to contracts designated as cash flow hedges that the Company expects to reclassify from accumulated other comprehensive income (“AOCI”) to earnings over the next 12 months is not material.

Interest Rate Risk

A portion of the debt used to finance the Company’s operations is exposed to interest rate fluctuations. The Company uses various hedging strategies and derivative financial instruments to create a desired mix of fixed and floating rate assets and liabilities. Derivative instruments currently used in these hedging strategies include swaps and interest rate caps. The derivatives used to manage the risk associated with the Company’s floating rate debt include freestanding derivatives and derivatives designated as cash flow hedges. The Company also uses swaps to convert specific fixed-rate debt into variable-rate debt (i.e., fair value hedges) to manage the overall interest cost. For relationships designated as fair value hedges, changes in the fair value of the derivatives are recorded in income with offsetting adjustments to the carrying amount of the hedged debt. The amount of gains or losses that the Company expects to reclassify from AOCI to earnings during the next 12 months is not material.

Gains or losses recognized in AOCI for both the three and nine months ended September 30, 2015 and 2014 were not material.


11.	Income Taxes

The Company files income tax returns in U.S. federal and state jurisdictions, as well as in foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations for years prior to 2012. In addition, with few exceptions, the Company is no longer subject to state and local, or foreign income tax examinations for years prior to 2008.

The Company’s effective tax rate decreased from 36.6% during the three months ended September 30, 2014 to 34.9% during the three months ended September 30, 2015 primarily due to the release of reserves resulting from the expiration of statutes of limitation during the third quarter of 2015.

The Company’s effective tax rate decreased from 37.1% during the nine months ended September 30, 2014 to 36.0% during the nine months ended September 30, 2015 primarily due to the absence of the Venezuelan foreign exchange devaluation loss incurred during the first quarter of 2014, for which the Company received no tax benefit, as well as the release of reserves resulting from the expiration of statutes of limitation during the third quarter of 2015.

The Company made cash income tax payments, net of refunds, of $181 million and $187 million during the nine months ended September 30, 2015 and 2014 , respectively.

Table of Contents


12.	Commitments and Contingencies

The Company is involved in claims, legal and regulatory proceedings and governmental inquiries related to the Company’s business.

Wyndham Worldwide Corporation Litigation

The Company is involved in claims, legal and regulatory proceedings and governmental inquiries arising in the ordinary course of its business including but not limited to: for its lodging business-breach of contract, fraud and bad faith claims between franchisors and franchisees in connection with franchise agreements and with owners in connection with management contracts, negligence, breach of contract, fraud, employment, consumer protection and other statutory claims asserted in connection with alleged acts or occurrences at owned, franchised or managed properties or in relation to guest reservations and bookings; for its vacation exchange and rentals business-breach of contract, fraud and bad faith claims by affiliates and customers in connection with their respective agreements, negligence, breach of contract, fraud, consumer protection and other statutory claims asserted by members and guests for alleged injuries sustained at or acts or occurrences related to affiliated resorts and vacation rental properties and consumer protection and other statutory claims asserted by consumers; for its vacation ownership business-breach of contract, bad faith, conflict of interest, fraud, consumer protection and other statutory claims by property owners’ associations, owners and prospective owners in connection with the sale or use of VOIs or land, or the management of vacation ownership resorts, construction defect claims relating to vacation ownership units or resorts, and negligence, breach of contract, fraud, consumer protection and other statutory claims by guests for alleged injuries sustained at or acts or occurrences related to vacation ownership units or resorts; and for each of its businesses, bankruptcy proceedings involving efforts to collect receivables from a debtor in bankruptcy, employment matters which may include claims of retaliation, discrimination, harassment and wage and hour claims, claims of infringement upon third parties’ intellectual property rights, claims relating to information security, privacy and consumer protection, tax claims and environmental claims.

On June 26, 2012, the U.S. Federal Trade Commission (“FTC”) filed a lawsuit in Federal District Court for the District of Arizona against the Company and its subsidiaries, Wyndham Hotel Group, LLC (“WHG”), Wyndham Hotels & Resorts Inc. (“WHR”) and Wyndham Hotel Management Inc. (“WHM”), alleging unfairness and deception-based violations of Section 5 of the FTC Act in connection with three prior data breach incidents involving a group of Wyndham brand hotels. The Company, WHG, WHR and WHM dispute the allegations in the lawsuit and are defending this lawsuit vigorously. The Company does not believe that the data breach incidents were material, nor does it expect that the outcome of the FTC litigation will have a material effect on the Company’s results of operations, financial position or cash flows. On March 26, 2013, the Company’s, WHG’s, WHR’s and WHM’s motion to transfer venue of the lawsuit from Arizona to the Federal District Court for the District of New Jersey was granted. WHR’s motion to dismiss the lawsuit was denied on April 7, 2014. The Court granted WHR’s motion to certify its order denying WHR’s motion to dismiss for interlocutory appeal on June 23, 2014. The motion to dismiss the lawsuit filed by the Company, WHG and WHM was denied on June 23, 2014. On July 29, 2014, the Third Circuit Court of Appeals granted WHR’s request to file an interlocutory appeal of the District Court’s denial of its motion to dismiss. WHR filed its brief in support of its interlocutory appeal on October 6, 2014. The FTC filed its opposition brief on November 5, 2014, and WHR filed its reply brief on December 8, 2014. The Third Circuit Court of Appeals held oral argument on the interlocutory appeal on March 3, 2015, and the parties submitted additional briefing on March 27, 2015. On August 24, 2015, the Third Circuit Court of Appeals affirmed the District Court’s denial of WHR’s motion to dismiss and ordered that the case return to District Court for further litigation. The Company is unable at this time to estimate any loss or range of reasonably possible loss.

The Company records an accrual for legal contingencies when it determines, after consultation with outside counsel, that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, the Company’s ability to make a reasonable estimate of loss. The Company reviews these accruals each reporting period and makes revisions based on changes in facts and circumstances including changes to its strategy in dealing with these matters.

Table of Contents

The Company believes that it has adequately accrued for such matters wit h reserves of $30 million a nd $24 million as of September 30, 2015 and December 31, 2014 , respectively. Such reserves are exclusive of matters relating to the Company’s separation from Cendant (“Separation”). For matters not requiring accrual, the Company believes that such matters will not have a material effect on its results of operations, financial position or cash flows based on information currently available. However, litigation is inherently unpredictable and, although the Company believes that its accruals are adequate and/or that it has valid defenses in these matters, unfavorable results could occur. As such, an adverse outcome from such proceedings for which claims are awarded in excess of the amounts accrued, if any, could be material to the Company with respect to earnings and/or cash flows in any given reporting period. As of September 30, 2015 , the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to $37 million in excess of recorded accruals. However, the Company does not believe that the impact of such litigation should result in a material liability to the Company in relation to its consolidated financial position or liquidity.

Other Guarantees/Indemnifications

Lodging

From time to time, the Company may enter into a hotel management agreement that provides the hotel owner with a guarantee of a certain level of profitability based upon various metrics. Under such an agreement, the Company would be required to compensate such hotel owner for any profitability shortfall over the life of the management agreement up to a specified aggregate amount. For certain agreements, the Company may be able to recapture all or a portion of the shortfall payments in the event that future operating results exceed targets. The terms of the Company’s existing guarantees range from 7 to 10 years and provide for early termination provisions under certain circumstances. As of September 30, 2015 , the maximum potential amount of future payments that may be made under these guarantees was $174 million with a combined annual cap of $44 million . As of September 30, 2015 , the Company also had a conditional guarantee with a hotel that will become effective when all the necessary conditions are satisfied by the hotel owner. At the effective date, the maximum potential amount of future payments that may be made under this conditional guarantee is $45 million with an annual cap of $10 million .

In connection with such performance guarantees, as of September 30, 2015 , the Company maintained a liability of $29 million , of which $24 million was included in other non-current liabilities and $5 million was included in accrued expenses and other current liabilities on its Consolidated Balance Sheet. As of September 30, 2015 , the Company also had a corresponding $36 million asset related to these guarantees, of which $32 million was included in other non-current assets and $4 million was included in other current assets on its Consolidated Balance Sheet. As of December 31, 2014 , the Company maintained a liability of $32 million , of which $31 million was included in other non-current liabilities and $1 million was included in accrued expenses and other current liabilities on its Consolidated Balance Sheet. As of December 31, 2014 , the Company also had a corresponding $39 million asset related to the guarantees, of which $35 million was included in other non-current assets and $4 million was included in other current assets on its Consolidated Balance Sheet. Such assets are being amortized on a straight-line basis over the life of the agreements. The amortization expense for the performance guarantees noted above was $1 million and $3 million for the three and nine months ended September 30, 2015 , respectively, and $1 million and $3 million for the three and nine months ended September 30, 2014 , respectively.

For guarantees subject to recapture provisions, the Company had a receivable of $31 million as of September 30, 2015 , of which $1 million was included in other current assets and $30 million was included in other non-current assets on its Consolidated Balance Sheet. As of December 31, 2014 , the Company had a receivable of $26 million which was included in other non-current assets on its Consolidated Balance Sheet. Such receivable was the result of payments made to date which are subject to recapture and which the Company believes will be recoverable from future operating performance.

Vacation Ownership

The Company has guaranteed to repurchase completed properties located in Las Vegas, Nevada and St. Thomas from third-party developers subject to the properties meeting the Company’s vacation ownership resort standards and provided that the third-party developers have not sold the properties to another party (see Note 6 - Inventory).

Cendant Litigation

Under the Separation agreement, the Company agreed to be responsible for 37.5% of certain of Cendant’s contingent and other corporate liabilities and associated costs, including certain contingent litigation. Since the Separation, Cendant settled the majority of the lawsuits pending on the date of the Sepa ration. See Note 17 - Separation Adjustments and Transactions with Former Parent and Subsidiaries regarding contingent litigation liabilities resulting from the Separation.

Table of Contents


13.	Accumulated Other Comprehensive (Loss)/Income

The components of AOCI are as follows:



	Foreign			Unrealized			Defined
	Currency			Gains/(Losses)			Benefit
	Translation			on Cash Flow			Pension
Pretax	Adjustments			Hedges			Plans			AOCI
Balance, December 31, 2014	$	(13	)	$	(8	)	$	(12	)	$	(33	)
Period change	(107		)	7			—			(100		)
Balance, September 30, 2015	$	(120	)	$	(1	)	$	(12	)	$	(133	)



	Foreign		Unrealized			Defined
	Currency		Gains/(Losses)			Benefit
	Translation		on Cash Flow			Pension
Tax	Adjustments		Hedges			Plans		AOCI
Balance, December 31, 2014	$	50	$	4		$	3	$	57
Period change	12		(3		)	—		9
Balance, September 30, 2015	$	62	$	1		$	3	$	66



	Foreign			Unrealized			Defined
	Currency			Gains/(Losses)			Benefit
	Translation			on Cash Flow			Pension
Net of Tax	Adjustments			Hedges			Plans			AOCI
Balance, December 31, 2014	$	37		$	(4	)	$	(9	)	$	24
Period change	(95		)	4			—			(91		)
Balance, September 30, 2015	$	(58	)	$	—		$	(9	)	$	(67	)

Currency translation adjustments exclude income taxes related to investments in foreign subsidiaries where the Company intends to reinvest the undistributed earnings indefinitely in those foreign operations.

Table of Contents


14.	Stock-Based Compensation

The Company has a stock-based compensation plan available to grant RSUs, PSUs, SSARs and other stock or cash-based awards to key employees, non-employee directors, advisors and consultants. Under the Wyndham Worldwide Corporation 2006 Equity and Incentive Plan, as amended, a maximum of 36.7 million shares of common stock may be awarded. As of September 30, 2015 , 16.3 million shares remained available.

Incentive Equity Awards Granted by the Company

The activity related to incentive equity awards granted by the Company for the nine months ended September 30, 2015 consisted of the following:



	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, 2014	2.0			$	57.13	0.7			$	57.99	0.7		$	40.09
Granted ^(a)	0.6			91.60		0.2			91.81		0.1		91.81
Vested	(0.9	)		49.21		(0.3	)		44.57		—		—
Balance as of September 30, 2015	1.7		^{(b) (c)}	73.68		0.6		^(d)	75.87		0.8	^{(b) (e)}	46.45


^(a)	Primarily represents awards granted by the Company on February 26, 2015 .


^(b)	Aggregate unrecognized compensation expense related to RSUs and SSARs was $101 million as of September 30, 2015 , which is expected to be recognized over a weighted average period of 2.7 years .


^(c)	Approximately 1.6 million RSUs outstanding as of September 30, 2015 are expected to vest over time.


^(d)	Maximum aggregate unrecognized compensation expense was $27 million as of September 30, 2015 .


^(e)	Approximately 0.6 million SSARs are exercisable as of September 30, 2015 . The Company assumes that all unvested SSARs are expected to vest over time. SSARs outstanding as of September 30, 2015 had an intrinsic value of $23 million and have a weighted average remaining contractual life of 2.3 years .

On February 26, 2015 , the Company granted incentive equity awards totaling $59 million to key employees and senior officers of Wyndham in the form of RSUs and SSARs. These awards will vest ratably over a period of four years. In addition, on February 26, 2015 , the Company approved a grant of incentive equity awards totaling $16 million to key employees and senior officers of Wyndham in the form of PSUs. These awards cliff vest on the third anniversary of the grant date, contingent upon the Company achieving certain performance metrics.

The fair value of SSARs granted by the Company on February 26, 2015 was estimated on the date of the grant using the Black-Scholes option-pricing model with the relevant weighted average assumptions outlined in the table below. Expected volatility is based on both historical and implied volatilities of the Company’s stock over the estimated expected life of the SSARs. The expected life represents the period of time the SSARs are expected to be outstanding and is based on historical experience given consideration to the contractual terms and vesting periods of the SSARs. The risk free interest rate is based on yields on U.S. Treasury strips with a maturity similar to the estimated expected life of the SSARs. The projected dividend yield was based on the Company’s anticipated annual dividend divided by the price of the Company’s stock on the date of the grant.



	SSARs Issued on
	February 26, 2015
Grant date fair value	$	18.55
Grant date strike price	$	91.81
Expected volatility	25.38		%
Expected life	5.1 years
Risk free interest rate	1.64		%
Projected dividend yield	1.83		%

Table of Contents

Stock-Based Compensation Expense

The Company recorded stock-based compensation expense of $14 million and $43 million during the three and nine months ended September 30, 2015 , respectively, and $13 million and $43 million during the three and nine months ended September 30, 2014 , respectively, related to the incentive equity awards granted to key employees and senior officers by the Company. During the nine months ended September 30, 2015 , the Company increased its pool of excess tax benefits available to absorb tax deficiencies (“APIC Pool”) by $17 million due to the vesting of RSUs and PSUs. As of September 30, 2015 , the Company’s APIC Pool balance was $129 million .

The Company paid $42 million and $63 million of taxes for the net share settlement of incentive equity awards during the nine months ended September 30, 2015 and 2014 , respectively. Such amounts are included within financing activities on the Consolidated Statements of Cash Flows.


15.	Segment Information

The reportable segments presented below represent the Company’s operating segments for which separate financial information is available and which is utilized on a regular basis by its chief operating decision maker to assess performance and to allocate resources. In identifying its reportable segments, the Company also considers the nature of services provided by its operating segments. Management evaluates the operating results of each of its reportable segments based upon net revenues and “EBITDA”, which is defined as net income before depreciation and amortization, interest expense (excluding consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing revenues) and income taxes, each of which is presented on the Consolidated Statements of Income. The Company’s presentation of EBITDA may not be comparable to similarly-titled measures used by other companies.



	Three Months Ended September 30,
	2015						2014
	Net Revenues			EBITDA			Net Revenues				EBITDA
Lodging ^(a)	$	357		$	83		$	315		(c)	$	100
Vacation Exchange and Rentals	476			134			512				159
Vacation Ownership	750			200			704				188
Total Reportable Segments	1,583			417			1,531				447
Corporate and Other ^(b)	(19		)	(35		)	(17		)		(36		)
Total Company	$	1,564		$	382		$	1,514			$	411

Reconciliation of EBITDA to Net income

				Three Months Ended September 30,
				2015							2014
EBITDA				$	382						$	411
Depreciation and amortization				59							60
Interest expense				33							28
Interest income				(2		)					(2		)
Income before income taxes				292							325
Provision for income taxes				102							119
Net income				$	190						$	206


^(a)	Includes $16 million and $11 million of intersegment trademark fees during the three months ended September 30, 2015 and 2014 , respectively, which are offset in expenses primarily at the Company’s Vacation Ownership segment and are eliminated in Corporate and Other.


^(b)	Includes the elimination of transactions between segments.


^(c)	Includes $2 million of hotel management reimbursable revenues, which was charged to the Company’s Vacation Ownership segment and eliminated in Corporate and Other.



	Nine Months Ended September 30,
	2015						2014
	Net Revenues			EBITDA			Net Revenues				EBITDA
Lodging ^(a)	$	983		$	255		$	835		(c)	$	250
Vacation Exchange and Rentals	1,228			323			1,293				333
Vacation Ownership	2,067			513			1,970				488
Total Reportable Segments	4,278			1,091			4,098				1,071
Corporate and Other ^(b)	(54		)	(100		)	(48		)		(104		)
Total Company	$	4,224		$	991		$	4,050			$	967

Reconciliation of EBITDA to Net income attributable to Wyndham shareholders

				Nine Months Ended September 30,
				2015							2014
EBITDA				$	991						$	967
Depreciation and amortization				173							175
Interest expense				89							84
Interest income				(7		)					(6		)
Income before income taxes				736							714
Provision for income taxes				265							265
Net income				471							449
Net income attributable to noncontrolling interest				—							(1		)
Net income attributable to Wyndham shareholders				$	471						$	448


^(a)	Includes $43 million and $31 million of intersegment trademark fees during the nine months ended September 30, 2015 and 2014 , respectively, which are offset in expenses primarily at the Company’s Vacation Ownership segment and are eliminated in Corporate and Other.


^(b)	Includes the elimination of transactions between segments.


^(c)	Includes $6 million of hotel management reimbursable revenues, which was charged to the Company’s Vacation Ownership segment and eliminated in Corporate and Other.


16.	Restructuring, Impairment and Other Charges

Restructuring

During the third quarter of 2015 , the Company committed to $8 million of restructuring initiatives focused on a realignment of brand services and call center operations within its lodging business, a rationalization of international operations within its vacation exchange and rentals business and a reorganization of the sales function within its vacation ownership business. In connection with these initiatives, the Company recorded $7 million of personnel-related costs and a $1 million non-cash asset impairment charge associated with a facility. The remaining liability of $7 million as of September 30, 2015 is expected to be paid in cash primarily by the end of 2016.

During 2014 , the Company committed to restructuring initiatives at its vacation exchange and rentals and lodging businesses, primarily focused on improving the alignment of the organizational structure of each business with their strategic objectives. During the nine months ended September 30, 2015 , the Company reduced its liability with $5 million of cash payments and reversed $1 million related to previously recorded contract termination costs. The remaining liability of $1 million as of September 30, 2015 is expected to be paid in cash primarily by the end of 2015 .

The Company has additional restructuring plans which were implemented prior to 2014 . During 2015 , the Company reduced its liability for such plans with $1 million of cash payments. The remaining liability of $3 million as of September 30, 2015 , which is related to leased facilities, is expected to be paid by 2020.

Table of Contents

The activity associated with the Company’s restructuring plans is summarized by category as follows:



	Liability as of												Liability as of
	December 31, 2014		Costs Recognized			Cash Payments			Other				September 30, 2015
Personnel-related	$	6	$	7	^(a)	$	(5	)	$	—			$	8
Facility-related	4		—			(1		)	—				3
Contract terminations	1		—			—			(1		)	^(b)	—
Asset impairment	—		1			—			(1		)	^(c)	—
	$	11	$	8		$	(6	)	$	(2	)		$	11


^(a)	Represents severance costs incurred at the Company’s lodging, vacation exchange and rentals and vacation ownership businesses resulting from a reduction of 354 employees.


^(b)	Represents a reversal of a portion of previously recorded expenses at the Company’s vacation exchange and rentals business.


^(c)	Represents the non-cash asset impairment charge associated with a facility at the Company’s vacation exchange and rentals business.

Impairments

During the third quarter of 2015 , the Company recorded a $7 million non-cash impairment charge at its lodging business related to the write-down of terminated in-process technology projects resulting from the decision to outsource its reservation system to a third-party partner. Such charge is recorded within asset impairments on the Consolidated Statement of Income.

During the third quarter of 2014 , the Company recorded an $8 million non-cash impairment charge at its lodging business related to the write-down of an investment in a joint venture. The impairment was the result of the joint venture’s recurring losses and negative operating cash flows. Such charge is recorded within asset impairments on the Consolidated Statement of Income.

Other Charge

During the third quarter of 2015 , the Company recorded a $14 million charge relating to the anticipated termination of a management agreement at its lodging business.


17.	Separation Adjustments and Transactions with Former Parent and Subsidiaries

Transfer of Cendant Corporate Liabilities and Issuance of Guarantees to Cendant and Affiliates

Pursuant to the Separation and Distribution Agreement, upon the distribution of the Company’s common stock to Cendant shareholders, the Company entered into certain guarantee commitments with Cendant (pursuant to the assumption of certain liabilities and the obligation to indemnify Cendant, Realogy and Travelport for such liabilities) and guarantee commitments related to deferred compensation arrangements with each of Cendant and Realogy. These guarantee arrangements primarily relate to certain contingent litigation liabilities, contingent tax liabilities, and Cendant contingent and other corporate liabilities, of which the Company assumed and is responsible for 37.5% while Realogy is responsible for the remaining 62.5% . The remaining amount of liabilities which were assumed by the Company in connection with the Separation was $35 million and $38 million as of September 30, 2015 and December 31, 2014 , respectively. These amounts were comprised of certain Cendant corporate liabilities which were recorded on the books of Cendant as well as additional liabilities which were established for guarantees issued at the date of Separation, related to unresolved contingent matters and others that could arise during the guarantee period. Regarding the guarantees, if any of the companies responsible for all or a portion of such liabilities were to default in its payment of costs or expenses related to any such liability, the Company would be responsible for a portion of the defaulting party or parties’ obligation(s). The Company also provided a default guarantee related to certain deferred compensation arrangements related to certain current and former senior officers and directors of Cendant, Realogy and Travelport. These arrangements were valued upon the Separation in accordance with the guidance for guarantees and recorded as liabilities on the Consolidated Balance Sheets. To the extent such recorded liabilities are not adequate to cover the ultimate payment amounts, such excess will be reflected as an expense to the results of operations in future periods.

As a result of the sale of Realogy on April 10, 2007, Realogy was required to post a letter of credit in an amount acceptable to the Company and Avis Budget Group (formerly known as Cendant) to satisfy its obligations for the Cendant legacy contingent liabilities. As of September 30, 2015 , the letter of credit was $53 million .

Table of Contents

As of September 30, 2015 , the $35 million of Separation related liabilities is comprised of $31 million for tax liabilities, $1 million for liabilities of previously sold businesses of Cendant, $1 million for other contingent and corporate liabilities and $2 million of liabilities where the calculated guarantee amount exceeded the contingent liability assumed at the Separation Date. In connection with these liabilities, as of September 30, 2015 , $21 million is recorded in accrued expenses and other current liabilities and $14 million is recorded in other non-current liabilities on the Consolidated Balance Sheet. The Company will indemnify Cendant for these contingent liabilities and therefore any payments made to the third-party would be through the former Parent. The actual timing of payments relating to these liabilities is dependent on a variety of factors beyond the Company’s control. In addition, the Company had $1 million of receivables due from former Parent and subsidiaries primarily relating to income taxes, as of both September 30, 2015 and December 31, 2014 , respectively, which is included within other current assets on the Consolidated Balance Sheets.


18.	Subsequent Event

Securitization Term Transaction

On October 21, 2015, the Company closed a series of term notes payable, Sierra Timeshare 2015-3 Receivables Funding, LLC, with an initial principal amount of $300 million , which are secured by vacation ownership contract receivables and bear interest at a weighted average coupon rate of 2.69% . The advance rate for this transaction was 89% .

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This report includes “forward-looking” statements, as that term is defined by the Securities and Exchange Commission (“SEC”) in its rules, regulations and releases. Forward-looking statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as “may,” “expects,” “should,” “believes,” “plans,” “anticipates,” “estimates,” “predicts,” “potential,” “continue,” or other words of similar meaning. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, general economic conditions, our financial and business prospects, our capital requirements, our financing prospects, our relationships with associates, and those disclosed as risks under “Risk Factors” in Part II, Item 1A of this report. We caution readers that any such statements are based on currently available operational, financial and competitive information, and they should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Except as required by law, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.

BUSINESS AND OVERVIEW

We are a global provider of hospitality services and products and operate our business in the following three segments:


•	Lodging —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.


•	Vacation Exchange and Rentals —provides vacation exchange services and products to owners of intervals of vacation ownership interests (“VOIs”) and 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.

RESULTS OF OPERATIONS

Discussed below are our key operating statistics, consolidated results of operations and the results of operations for each of our reportable segments. The reportable segments presented below represent our operating segments for which discrete financial information is available and which is utilized on a regular basis by our chief operating decision maker to assess performance and to allocate resources. In identifying our reportable segments, we also consider the nature of services provided by our operating segments. Management evaluates the operating results of each of our reportable segments based upon net revenues and “EBITDA” (a non-GAAP measure), which is defined as net income before depreciation and amortization, interest expense (excluding consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing revenues) and income taxes. Our presentation of EBITDA may not be comparable to similarly-titled measures used by other companies.

Table of Contents

OPERATING STATISTICS

The table below presents our operating statistics for the three months ended September 30, 2015 and 2014 . These operating statistics are the drivers of our revenues and therefore provide an enhanced understanding of our businesses. Refer to the Results of Operations section for a discussion as to how these operating statistics affected our business for the periods presented.



	Three Months Ended September 30,
	2015		2014		% Change
Lodging ^(a)
Number of rooms ^(b)	671,900		655,300		2.5
RevPAR ^(c)	$	43.34	$	43.71	(0.8)
Vacation Exchange and Rentals
Average number of members (in 000s) ^(d)	3,835		3,777		1.5
Exchange revenue per member ^(e)	$	163.38	$	171.77	(4.9)
Vacation rental transactions (in 000s) ^{(a) (f)}	462		455		1.5
Average net price per vacation rental ^{(a) (g)}	$	642.00	$	727.40	(11.7)
Vacation Ownership
Gross VOI sales (in 000s) ^{(h) (i)}	$	565,000	$	513,000	10.1
Tours (in 000s) ^(j)	227		225		0.9
Volume Per Guest (“VPG”) ^(k)	$	2,354	$	2,158	9.1


^(a)	Includes the impact from acquisitions/dispositions from the acquisition/disposition dates forward. Therefore, such operating statistics for 2015 are not presented on a comparable basis to the 2014 operating statistics.


^(b)	Represents the number of rooms at lodging 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 lodging 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 during the period 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 the Wyndham Asset Affiliation Model (“WAAM”) Fee-for-Service, before the net effect of percentage-of-completion (“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 three months ended September 30 (in millions):



	2015			2014
Gross VOI sales	$	565		$	513
Less: WAAM Fee-for-Service sales ^(*)	(37		)	(27		)
Gross VOI sales, net of WAAM Fee-for-Service sales	528			486
Less: Loan loss provision	(78		)	(70		)
Less: Impact of POC accounting	(2		)	(1		)
Vacation ownership interest sales	$	448		$	415

^(*)

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 were $23 million and $18 million for the three months ended September 30, 2015 and 2014 , respectively.


^(j)	Represents the number of tours taken by guests in our efforts to sell VOIs.

Table of Contents

^(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 $32 million and $27 million during the three months ended September 30, 2015 and 2014 , respectively. We have excluded tele-sales upgrades in the calculation of VPG because tele-sales upgrades 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 this business’s tour selling efforts during a given reporting period.

THREE MONTHS ENDED SEPTEMBER 30, 2015 VS. THREE MONTHS ENDED SEPTEMBER 30, 2014

Our consolidated results are as follows:



	Three Months Ended September 30,
	2015			2014			Favorable/(Unfavorable)
Net revenues	$	1,564		$	1,514		$	50
Expenses	1,244			1,163			(81		)
Operating income	320			351			(31		)
Other (income), net	(3		)	—			3
Interest expense	33			28			(5		)
Interest (income)	(2		)	(2		)	—
Income before income taxes	292			325			(33		)
Provision for income taxes	102			119			17
Net income	$	190		$	206		$	(16	)

Net revenues increased $50 million (3.3%) for the three months ended September 30, 2015 compared with the same period last year. Foreign currency translation unfavorably impacted net revenues by $58 million. Excluding foreign currency translation, net revenues increased primarily from:


•	$58 million of higher revenues at our vacation ownership business primarily resulting from higher net VOI sales;


•	$41 million of incremental revenues from acquisitions at our lodging and vacation exchange and rentals businesses;


•	$29 million of revenue growth at our vacation exchange and rentals business primarily from stronger volume and higher yield on rental transactions; and


•	a $9 million increase at our lodging business (excluding $2 million of intersegment revenues) primarily related to higher fees for ancillary services.

Such revenue increases were partially offset by the absence of $29 million of revenues from our U.K.-based camping business, which was sold during 2014.

Expenses increased $81 million (7.0%) for the three months ended September 30, 2015 compared with the same period last year. Foreign currency favorably impacted expenses by $41 million. Excluding foreign currency, expenses increased primarily from:


•	$73 million of higher expenses from operations primarily related to the revenue increases;


•	$38 million of incremental expenses from acquisitions at our lodging and vacation exchange and


•	rentals businesses;


•	$14 million of costs associated with the anticipated termination of a management contract at our lodging business; and


•	$8 million of restructuring costs resulting from organizational realignments across our businesses.

Such increases were partially offset by the absence of $11 million of expenses from our U.K.-based camping business, which was sold during 2014.

Interest expense increased $5 million for the three months ended September 30, 2015 compared to the prior year primarily due to a higher average effective interest rate resulting from the termination of interest rate swaps during the second quarter of 2015.

Our effective tax rate decreased from 36.6% during the three months ended September 30, 2014 to 34.9% during the three months ended September 30, 2015 primarily due to the release of reserves resulting from the expiration of statutes of limitation during the third quarter of 2015.

As a result of these items, net income decreased $16 million (7.8%) as compared to the third quarter of 2014.

Table of Contents

Following is a discussion of the results of each of our segments and Corporate and Other for the three months ended September 30, 2015 compared to September 30, 2014 :



	Net Revenues							EBITDA
	2015			2014			% Change	2015				2014				% Change
Lodging	$	357		$	315		13.3	$	83		^(b)	$	100		^(f)	(17.0)
Vacation Exchange and Rentals	476			512			(7.0)	134			^(c)	159				(15.7)
Vacation Ownership	750			704			6.5	200			^(d)	188				6.4
Total Reportable Segments	1,583			1,531			3.4	417				447				(6.7)
Corporate and Other ^(a)	(19		)	(17		)	(11.8)	(35		)	^(e)	(36		)	^(e)	2.8
Total Company	$	1,564		$	1,514		3.3	$	382			$	411			(7.1)


Reconciliation of EBITDA to Net income

								2015				2014
EBITDA								$	382			$	411
Depreciation and amortization								59				60
Interest expense								33				28
Interest income								(2		)		(2		)
Income before income taxes								292				325
Provision for income taxes								102				119
Net income								$	190			$	206


^(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 our reservation system to a third-party provider and (iii) $4 million of restructuring costs incurred as a result of a realignment of brand services and call center operations.


^(c)	Includes $3 million of restructuring costs incurred as a result of a rationalization of our international operations.


^(d)	Includes $1 million of restructuring costs incurred as a result of an organizational realignment of the sales function.


^(e)	Includes $35 million and $36 million of corporate costs during the three months ended September 30, 2015 and 2014 , respectively.


^(f)	Includes an $8 million write-down of an investment in a joint venture, partially offset by a $1 million reversal of a portion of a restructuring reserve established during the fourth quarter of 2013.

Lodging

Net revenues increased $42 million (13.3%) and EBITDA decreased $17 million (17.0%) during the three months ended September 30, 2015 compared with the same period during 2014. Foreign currency translation unfavorably impacted revenues and EBITDA by $4 million and $3 million, respectively.

Net revenues from royalty, marketing and reservation fees (inclusive of Wyndham Rewards) decreased $2 million. Excluding the impact of (i) a reclassification of $5 million of fees from marketing to ancillary (which had no impact on EBITDA), (ii) $4 million of unfavorable foreign currency and (iii) $3 million of incremental revenues from the Dolce Hotels and Resorts (“Dolce”) acquisition, royalty, marketing and reservation revenues increased $4 million. Excluding Dolce, domestic RevPAR increased 4.3% and system size increased 1.7%. The increase in domestic RevPAR was driven by a 2.2% increase in occupancy and a 2.1% increase in average daily rates. International RevPAR (excluding Dolce) decreased 13.4% principally due to unfavorable currency translation and the impact of room growth in lower RevPAR markets, specifically China.

Reimbursable revenues increased $34 million primarily resulting from $31 million of incremental revenues from the Dolce acquisition. Such increases in revenues had no impact on EBITDA.

Table of Contents

Net revenues and EBITDA were favorably impacted by $5 million of higher intersegment licensing fees of which $4 million is related to an increase in the rate charged to our vacation ownership business for the use of the Wyndham trade name. Revenues from our owned hotels decreased $1 million and EBITDA increased $1 million. The revenue decrease was primarily due to the conversion of rooms into timeshare units at our Rio Mar owned property. The EBITDA increase was primarily the result of operating cost savings.

Ancillary revenues increased $7 million primarily due to (i) a reclassification of $5 million of fees from marketing to ancillary (which had no impact on EBITDA), (ii) higher services provided to managed properties and (iii) growth in our co-branded credit card program, partially offset by the absence of $4 million of revenues resulting from the impact of a new co-branded credit card agreement executed during the third quarter of 2014 program. EBITDA from ancillary services decreased $3 million primarily due to the absence of the $4 million of revenues resulting from the new credit card agreement executed during 2014.

In addition, EBITDA was unfavorably impacted by:


•	$14 million of costs associated with the anticipated termination of a management contract;


•	a $7 million non-cash impairment charge related to the write-down of terminated in-process technology projects during the third quarter of 2015 resulting from the decision to outsource our reservation system to a third-party provider; and


•	$4 million of restructuring charges incurred during 2015.

Such decreases in EBITDA were partially offset by the absence of an $8 million non-cash charge related to the write-down of an investment in a joint venture during the third quarter of 2014.

As of September 30, 2015, we had approximately 7,760 properties and approximately 672,000 rooms in our system. Additionally, our hotel development pipeline included 910 hotels and over 122,800 rooms, of which 61% were international and 68% were new construction.

Vacation Exchange and Rentals

Net revenues and EBITDA decreased $36 million (7.0%) and $25 million (15.7%), respectively, during the three months ended September 30, 2015 compared with the same period during 2014. Foreign currency translation unfavorably impacted net revenues and EBITDA by $42 million and $11 million, respectively. The divestiture of our U.K.-based camping business during 2014 unfavorably impacted revenues and EBITDA by $29 million and $18 million, respectively.

Our acquisitions of vacation rental brands contributed $6 million of incremental revenues (inclusive of $1 million of ancillary revenues) and $2 million of incremental EBITDA during the third quarter of 2015.

Net revenues generated from rental transactions and related services decreased $35 million. Excluding an unfavorable foreign currency translation impact of $34 million, a $29 million unfavorable impact from the divestiture and $5 million of incremental vacation rental revenues from acquisitions, net revenues generated from rental transactions and related services increased $23 million principally due to a 5.8% increase in rental transaction volume and a 1.7% increase in average net price per vacation rental. The increase in volume is driven by growth across all of our global vacation rental brands. The increase in average net price per vacation rental reflects higher pricing at our Netherlands-based Landal GreenParks brand, as well as the mix impact of growth resulting from higher priced accommodations at our U.K.-based James Villa Holidays brand.

Additionally, ancillary revenues increased $4 million, which includes a $3 million change in the classification of third-party sales commission fees to operating expenses, which were previously reported as contra revenue in prior periods.

In addition, EBITDA was unfavorably impacted by:


•	$14 million of higher costs resulting from revenue increases across our vacation rentals brands;


•	$4 million of higher employee-related expenses; and


•	$3 million of restructuring charges to rationalize our international operations.

Table of Contents

Vacation Ownership

Net revenues and EBITDA increased $46 million (6.5%) and $12 million (6.4%), respectively, during the three months ended September 30, 2015 compared with the same period of 2014. Foreign currency translation unfavorably impacted net revenues and EBITDA by $12 million and $4 million, respectively.

Net VOI revenue increased $33 million compared to the same period last year. Excluding an unfavorable foreign currency translation impact of $9 million, net VOI revenues increased $42 million primarily due to higher gross VOI sales partially offset by an $8 million increase in our provision for loan losses resulting from higher VOI sales. Gross VOI sales increased $52 million (10.1%) compared to the same period last year due to a 9.1% increase in VPG primarily attributable to a higher average transaction size. Tour flow increased 1% primarily the result of our focus on new owner generation.

EBITDA from VOI-related operations increased $27 million primarily due to the net VOI revenue increase and a $6 million reduction in the cost of VOIs sold primarily due to lower product costs. Such increases in EBITDA were partially offset by $10 million of higher sales and commission expenses primarily due to the increase in VOI sales and $3 million of higher marketing costs principally due to an increase in costs for tours targeting new owner generation.

Commission revenues generated by WAAM Fee-for-Service increased $5 million compared to the prior year, primarily resulting from $10 million of higher VOI sales under WAAM Fee-for-Service.

Consumer financing revenues and EBITDA remained flat, compared to the same period last year. Excluding an unfavorable foreign currency translation impact of $2 million, revenue and EBITDA both increased $2 million. The revenue growth was due to higher weighted average interest rates earned on contract receivables partially offset by a lower average portfolio balance. EBITDA was also impacted by higher interest expense resulting from an increase in the average securitized debt balance partially offset by a reduction in the weighted average interest rate on our securitized debt to 3.5% from 3.7%. As a result, our net interest income margin decreased to 82.9% compared to 83.8% during 2014.

Property management revenues increased $8 million and EBITDA decreased $1 million compared to the prior year due primarily to higher reimbursable revenues partially offset by higher operating costs.

In addition, EBITDA was unfavorably impacted by:


•	a $5 million increase in intersegment licensing fees charged from the lodging business for the use of the Wyndham tradename;


•	$4 million of higher maintenance fees for unsold inventory; and


•	$2 million of higher general and administrative expenses.

Corporate and Other

Corporate and Other revenues, which represents the elimination of intersegment revenues primarily charged between our vacation ownership and lodging businesses, decreased $2 million during the three months ended September 30, 2015 compared to 2014.

Corporate expenses (excluding intercompany expense eliminations) decreased $1 million during the three months ended September 30, 2015 compared to the prior year primarily due to lower professional fees and information technology expenses, partially offset by an increase in employee related costs due to timing.

Table of Contents

NINE MONTHS ENDED SEPTEMBER 30, 2015 VS. NINE MONTHS ENDED SEPTEMBER 30, 2014

Our consolidated results are as follows:



	Nine Months Ended September 30,
	2015			2014			Favorable/(Unfavorable)
Net revenues	$	4,224		$	4,050		$	174
Expenses	3,417			3,263			(154		)
Operating income	807			787			20
Other (income), net	(11		)	(5		)	6
Interest expense	89			84			(5		)
Interest (income)	(7		)	(6		)	1
Income before income taxes	736			714			22
Provision for income taxes	265			265			—
Net income	471			449			22
Net income attributable to noncontrolling interest	—			(1		)	1
Net income attributable to Wyndham shareholders	$	471		$	448		$	23

Net revenues increased $174 million (4.3%) for the nine months ended September 30, 2015 compared with the same period last year. Foreign currency translation unfavorably impacted net revenues by $145 million. Excluding foreign currency translation, net revenues increased primarily from:


•	$122 million of higher revenues at our vacation ownership business primarily resulting from higher net VOI sales;


•	$98 million of incremental revenue from acquisitions at our lodging and vacation exchange and rentals businesses;


•	$69 million of higher revenues at our vacation exchange and rentals business primarily from stronger volume and yield on rental transactions; and


•	a $62 million increase at our lodging 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.

Such revenue increases were partially offset by the absence of $34 million of revenues from our U.K.-based camping business, which was sold during 2014.

Expenses increased $154 million (4.7%) for the nine months ended September 30, 2015 compared with the same period last year. Foreign currency favorably impacted expenses by $107 million. Excluding foreign currency, expenses increased primarily from:


•	$177 million of higher expenses from operations primarily related to the revenue increases;


•	$97 million of incremental expenses related to acquisitions at our lodging and vacation exchange and rentals businesses;


•	$14 million of costs associated with the anticipated termination of a management contract at our lodging business; and


•	$8 million of restructuring costs resulting from organizational realignments across our businesses.

Such increases in expenses were partially offset by the absence of (i) $25 million of expenses from our U.K.-based camping business, which was sold during 2014 and (ii) a $10 million foreign exchange loss related to the devaluation of the official exchange rate of Venezuela during 2014.

Other income, net increased $6 million for the nine months ended September 30, 2015 compared with the same period last year primarily from a settlement of a business disruption claim related to the Gulf of Mexico oil spill in 2010 and miscellaneous sales of non-strategic assets.

Interest expense increased $5 million for the nine months ended September 30, 2015 compared to the prior year primarily due to a higher average effective interest rate resulting from the termination of interest rate swaps during the second quarter of 2015.

Table of Contents

Our effective tax rate decreased from 37.1% during the nine months ended September 30, 2014 to 36.0% during the nine months ended September 30, 2015 primarily due to the absence of the Venezuelan foreign exchange devaluation loss incurred during the first quarter of 2014, for which we received no tax benefit as well as the release of reserves resulting from the expiration of statutes of limitation during the third quarter of 2015 .

As a result of these items, net income attributable to Wyndham shareholders increased $23 million (5.1%) as compared to the nine months ended September 30, 2015.

Following is a discussion of the results of each of our segments and Corporate and Other for the nine months ended September 30, 2015 compared to September 30, 2014 :



	Net Revenues							EBITDA
	2015			2014			% Change	2015				2014				% Change
Lodging	$	983		$	835		17.7	$	255		^(b)	$	250		^(f)	2.0
Vacation Exchange and Rentals	1,228			1,293			(5.0)	323			^(c)	333			^(g)	(3.0)
Vacation Ownership	2,067			1,970			4.9	513			^(d)	488				5.1
Total Reportable Segments	4,278			4,098			4.4	1,091				1,071				1.9
Corporate and Other ^(a)	(54		)	(48		)	(12.5)	(100		)	^(e)	(104		)	^{(e) (h)}	3.8
Total Company	$	4,224		$	4,050		4.3	$	991			$	967			2.5


Reconciliation of EBITDA to Net income attributable to Wyndham shareholders

								2015				2014
EBITDA								$	991			$	967
Depreciation and amortization								173				175
Interest expense								89				84			⁽ⁱ⁾
Interest income								(7		)		(6		)
Income before income taxes								736				714
Provision for income taxes								265				265
Net income								471				449
Net income attributable to noncontrolling interest								—				(1		)
Net income attributable to Wyndham shareholders								$	471			$	448


^(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 and (iv) $3 million of costs incurred in connection with the Dolce acquisition.


^(c)	Includes (i) $3 million of restructuring costs incurred as a result of a rationalization of our international operations and (ii) a $1 million reversal of a portion of the restructuring reserve established during the fourth quarter of 2014.


^(d)	Includes $1 million of restructuring costs incurred as a result of an organizational realignment of the sales function.


^(e)	Includes $100 million and $104 million of corporate costs during the nine months ended September 30, 2015 and 2014 , respectively.


^(f)	Includes (i) an $8 million write-down of an investment in a joint venture and (ii) $4 million of costs associated with an executive’s departure, partially offset by a $1 million reversal of a portion of a restructuring reserve established during the fourth quarter of 2013.


^(g)	Includes $10 million of foreign currency loss related to the devaluation of the official exchange rate of Venezuela, partially offset by a $2 million benefit resulting from the reversal of a reserve for value-added taxes established during 2011.


^(h)	Includes $1 million of a net expense from the resolution of and adjustment to certain contingent liabilities and assets resulting from our separation from Cendant (“Separation”).


⁽ⁱ⁾	Includes a $2 million reversal of a reserve for value-added taxes established during 2011.

Table of Contents

Lodging

Net revenues increased $148 million (17.7%) and EBITDA increased $5 million (2.0%) during the nine months ended September 30, 2015 compared with the same period during 2014. Foreign currency translation unfavorably impacted revenues and EBITDA by $10 million and $5 million, respectively.

Net revenues increased $24 million from royalty, marketing and reservation fees (inclusive of Wyndham Rewards). Excluding the impact of a $10 million unfavorable impact from foreign currency translation and $9 million of incremental revenues from the Dolce acquisition, royalty, marketing and reservations fees (inclusive of Wyndham Rewards) increased $25 million. Excluding Dolce, domestic RevPAR increased 4.7% and system size increased 1.7%. The increase in domestic RevPAR was driven primarily by a 3.3% increase in average daily rates. International RevPAR (excluding Dolce) decreased by 12.0% principally due to unfavorable currency translation and the impact of room growth in lower RevPAR markets, specifically China.

Reimbursable revenues increased $89 million primarily resulting from $80 million of incremental revenues from the Dolce acquisition. Such increases in revenues had no impact on EBITDA. Additionally, revenues were favorably impacted by $12 million of fees charged for our global conference which were fully offset by conference expenses.

Revenues from our owned hotels decreased $1 million and EBITDA increased $4 million. The revenue decrease was primarily due to the conversion of rooms into timeshare units at our Rio Mar property. The EBITDA increase was primarily the result of operating cost savings. Net revenues and EBITDA were also favorably impacted by $12 million of higher intersegment licensing fees of which $10 million is related to an increase in the rate charged to our vacation ownership business for the use of the Wyndham trade name.

Revenues and EBITDA from other franchise fees each increased $3 million primarily from higher property renewals and terminations. Ancillary services contributed an additional $7 million of revenues primarily from higher services provided to managed properties and growth in our co-branded credit card program, partially offset by the absence of $4 million of revenues resulting from the impact of a new co-branded credit card agreement executed during the third quarter of 2014. EBITDA from ancillary services decreased $4 million primarily due to the impact of the new credit card agreement executed during 2014.

In addition, EBITDA was unfavorably impacted by:


•	$14 million of costs associated with the anticipated termination of a management contract;


•	$9 million of incremental expenses from Dolce, of which $3 million were related to integration and deal costs;


•	$8 million of higher marketing, reservation and Wyndham Rewards expenses resulting from the impact of the marketing and reservation 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;


•	$4 million of higher expenses primarily related to higher information technology costs and timing of employee-related expenses; and


•	$4 million of restructuring charges incurred during the third quarter of 2015.

Such decreases in EBITDA were partially offset by the absence of (i) an $8 million non-cash charge related to the write-down of an investment in a joint venture during the third quarter of 2014 and (ii) $4 million of expenses associated with the departure of an executive during 2014.

Vacation Exchange and Rentals

Net revenues and EBITDA decreased $65 million (5.0%) and $10 million (3.0%), respectively, during the nine months ended September 30, 2015 compared with the same period during 2014. Foreign currency translation unfavorably impacted net revenues and EBITDA by $108 million and $23 million, respectively. The divestiture of our U.K.-based camping business during 2014 unfavorably impacted revenues and EBITDA by $34 million and $9 million, respectively.

Our acquisitions of vacation rental brands contributed $8 million of incremental revenues (inclusive of $1 million of ancillary revenues) and $2 million of incremental EBITDA during the nine months ended September 30, 2015.

Table of Contents

Net revenues generated from rental transactions and related services decreased $62 million. Excluding an unfavorable foreign currency translation impact of $89 million, a $34 million unfavorable impact from the divestiture and $7 million of incremental vacation rental revenues from acquisitions, net revenues generated from rental transactions and related services increased $54 million principally due to a 6.3% increase in rental transaction volume and a 1.4% increase in average net price per vacation rental. The increase in volume is driven by growth across all of our global vacation rental brands. The increase in average net price per vacation rental reflects higher pricing at our Netherlands-based Landal GreenParks brand and our Wyndham Vacation Rentals North America brand, partially offset by the mix impact of growth resulting from lower priced accommodations at our Wyndham Vacation Rental U.K. cottage and parks brands.

Exchange and related service revenues, which principally consist of fees generated from memberships, exchange transactions, member-related rentals and other member servicing decreased $14 million. Excluding an unfavorable foreign currency translation impact of $19 million, exchange and related service revenues increased $5 million primarily due to a 2.1% increase in the average number of members principally resulting from new member growth in RCI North America and RCI Latin America. Such increase was partially offset by a 1.1% decline in exchange revenue per member primarily due to the impact of growth in club memberships in RCI North America where there is a lower propensity to transact.

Additionally, ancillary revenues increased $11 million, which includes an $8 million change in the classification of third-party sales commission fees to operating expenses, which were previously reported as contra revenue in prior periods.

In addition, EBITDA was unfavorably impacted by:


•	$32 million of higher costs resulting from revenue increases across our vacation rentals brands;


•	an $11 million increase in employee-related expenses;


•	$4 million of unfavorable legal costs;


•	$3 million of restructuring charges to rationalize our international operations; and


•	a $2 million unfavorable impact from foreign exchange transactions and foreign exchange contracts.

Such expense increases were partially offset by:


•	the absence of a $10 million foreign exchange loss related to the devaluation of the official exchange rate of Venezuela during 2014;


•	a $4 million benefit resulting from a reserve reversal for value-added taxes resulting from a favorable ruling; and


•	a $3 million settlement of a business disruption claim received related to the Gulf of Mexico oil spill in 2010.

Vacation Ownership

Net revenues and EBITDA increased $97 million (4.9%) and $25 million (5.1%), respectively, during the nine months ended September 30, 2015 compared with the same period of 2014. Foreign currency translation unfavorably impacted net revenues and EBITDA by $26 million and $8 million, respectively.

Net VOI revenues increased $100 million compared to the same period last year. Excluding an unfavorable foreign currency translation impact of $20 million, net VOI revenues increased $120 million primarily due to (i) higher gross VOI sales and (ii) a $16 million decrease in our provision for loan losses due to a lower provision rate resulting from a continuation of favorable default trends experienced over the last two years. Gross VOI sales increased $38 million (2.7%) compared to the same period last year, primarily due to a 3.2% increase in VPG primarily attributable to an increase in higher average transaction size. Tours were flat compared with the same period of 2014.

EBITDA increased $57 million from VOI-related operations primarily due to (i) the net VOI revenue increase of $100 million, (ii) a $7 million reduction in the cost of VOIs sold primarily due to lower product costs and (iii) $7 million from other VOI-related activities. Such increases in EBITDA were partially offset by $41 million of higher sales and commission expenses primarily due to the increase in VOI sales and $16 million of higher marketing costs principally due to an increase in costs for tours targeting new owner generation.

Commission revenues and EBITDA generated from WAAM Fee-for-Service decreased $27 million and $18 million, respectively, compared to the prior year, primarily resulting from lower VOI sales under WAAM Fee-for-Service as we continue to shift our focus to the WAAM Just-in-time inventory sourcing model.

Table of Contents

Consumer financing revenues and EBITDA decreased by $1 million and $3 million, respectively, compared to the same period last year. Excluding an unfavorable foreign currency translation impact of $5 million, revenues and EBITDA increased $4 million and $1 million, respectively. The revenue growth was due to a higher weighted average interest rate earned on contract receivables offset partially by a lower average portfolio balance. EBITDA was also impacted by higher interest expense resulting from an increase in the average securitized debt balance partially offset by a reduction in the weighted average interest rate on our securitized debt to 3.5% from 3.8%. Our net interest income margin decreased to 82.7% compared to 83.6% during 2014.

Property management revenues and EBITDA increased by $23 million and $3 million, respectively, compared to the prior year primarily due to higher reimbursable revenues. EBITDA was favorably impacted by lower operating costs.

In addition, EBITDA was unfavorably impacted by a $12 million increase in intersegment licensing fees charged from the lodging business for the use of the Wyndham tradename and $11 million of higher maintenance fees for unsold inventory, partially offset by the absence of a $6 million reserve recorded during 2014 on an indemnification receivable established as a result of the Shell acquisition.

Corporate and Other

Corporate and Other revenues, which represents the elimination of intersegment revenues primarily charged between our vacation ownership and lodging businesses, decreased $6 million during the nine months ended September 30, 2015 compared to 2014.

Corporate expenses (excluding intercompany expense eliminations) decreased $4 million during the nine months ended September 30, 2015 compared to the prior year primarily due to lower professional fees, partially offset by an increase in employee related costs due to timing.

RESTRUCTURING PLANS

During the third quarter of 2015 , we committed to $8 million of restructuring activities focused on a realignment of brand services and call center operations within our lodging business, a rationalization of international operations within our vacation exchange and rentals business and a reorganization of the sales function within our vacation ownership business. The remaining liability of $7 million as of September 30, 2015 is expected to be paid in cash primarily by the end of 2016.

During 2014 , we committed to restructuring initiatives at our vacation exchange and rentals and lodging businesses, primarily focused on improving the alignment of the organizational structure of each business with their strategic objectives. During the nine months ended September 30, 2015 , we reduced our liability with $5 million of cash payments and reversed $1 million related to previously recorded contract termination costs. The remaining liability of $1 million as of September 30, 2015 is expected to be paid in cash primarily by the end of 2015 .

We have additional restructuring plans which were implemented prior to 2014 . During 2015 , we reduced our liability for such plans with $1 million of cash payments. The remaining liability of $3 million as of September 30, 2015 is expected to be paid by 2020.

Table of Contents

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

FINANCIAL CONDITION



	September 30, 2015		December 31, 2014		Change
Total assets	$	9,707	$	9,679	$	28
Total liabilities	8,688		8,422		266
Total equity	1,019		1,257		(238		)

Total assets increased $28 million from December 31, 2014 to September 30, 2015 primarily due to:


•	a $90 million increase in inventory resulting from (i) current year spend on vacation ownership development projects and (ii) the transfer of property and equipment to inventory, partially offset by VOI sales;


•	a $76 million increase in cash and equivalents primarily due to seasonality in our vacation rentals businesses; and


•	a $25 million increase in goodwill resulting from acquisitions, partially offset by foreign currency translations.

Such increases in assets were partially offset by:


•	a $98 million reduction in net property and equipment primarily resulting from (i) $145 million of current year depreciation; (ii) $67 million of transfers from property and equipment to VOI inventory; and (iii) a $32 million decrease from foreign currency translation. Such increases were partially offset by $157 million of property and equipment additions;


•	a $30 million decrease in accounts receivable primarily due to seasonality at our vacation rentals businesses; and


•	a $30 million decrease in other current assets primarily due to timing of payments associated with an income tax receivable.

Total liabilities increased $266 million from December 31, 2014 to September 30, 2015 primarily due to:


•	a $185 million increase in long term debt; and


•	a $103 million increase in accrued expenses and other current liabilities primarily resulting from (i) the timing of marketing spend and employee costs and (ii) an increase in an obligation related to the sale of unfinished timeshare inventory to a third-party developer which is subject to conditional repurchase.

Such increases in liabilities were partially offset by a $55 million reduction in securitized long term debt.

Total equity decreased $238 million from December 31, 2014 to September 30, 2015 primarily due to:


•	$485 million of stock repurchases;


•	$153 million of dividends; and


•	$95 million of foreign currency translation adjustments.

Such decreases in equity were partially offset by $471 million of net income attributable to Wyndham shareholders.

LIQUIDITY AND CAPITAL RESOURCES

Currently, our financing needs are supported by cash generated from operations and borrowings under our revolving credit facility and commercial paper programs as well as issuance of long-term unsecured debt. In addition, certain funding requirements of our vacation ownership business are met through the utilization of our bank conduit facility and the issuance of securitized debt to finance vacation ownership contract receivables. We believe that our net cash from operations, cash and cash equivalents, access to our revolving credit facility, commercial paper programs and continued access to the securitization and debt markets provide us with sufficient liquidity to meet our ongoing needs.

Our five-year revolving credit facility, which expires in July 2020, has a total capacity of $1.5 billion . As of September 30, 2015 , we had $1.4 billion of available capacity, net of letters of credit and commercial paper borrowings. We consider outstanding borrowings under our commercial paper programs to be a reduction of the available capacity on our revolving credit facility.

We maintain U.S. and European commercial paper programs under which we may issue unsecured commercial paper notes up to a maximum amount of $750 million and $500 million , respectively. As of September 30, 2015 , we had $87 million of outstanding commercial paper borrowings, all under the U.S. program.

Table of Contents

Our two-year securitized vacation ownership bank conduit facility, which expires in August 2017, has a total capacity of $650 million and available capacity of $383 million as of September 30, 2015 .

We may, from time to time, depending on market conditions and other factors, repurchase our outstanding indebtedness, whether or not such indebtedness trades above or below its face amount, for cash and/or in exchange for other securities or other consideration, in each case in open market purchases and/or privately negotiated transactions.

CASH FLOW

The following table summarizes the changes in cash and cash equivalents during the nine months ended September 30, 2015 and 2014 :



	Nine Months Ended September 30,
	2015			2014			Change
Cash provided by/(used in)
Operating activities	$	817		$	899		$	(82	)
Investing activities	(244		)	(185		)	(59		)
Financing activities	(477		)	(648		)	171
Effects of changes in exchange rates on cash and cash equivalents	(20		)	(8		)	(12		)
Net change in cash and cash equivalents	$	76		$	58		$	18

Operating Activities

Net cash provided by operating activities decreased $82 million principally reflecting $111 million of lower cash generated from working capital (net change in assets and liabilities) primarily due to (i) higher inventory spending and (ii) an increase in vacation ownership contract receivables resulting from higher originations offset by an increase in accounts payable and accrued expenses resulting from timing of payments.

Investing Activities

Net cash used in investing activities increased by $59 million primarily due to $79 million of higher acquisition payments principally related to Dolce, offset by $19 million of higher proceeds from the sales of non-strategic assets.

Financing Activities

Net cash used in financing activities decreased by $171 million, which principally reflects (i) $222 million of higher net borrowings of non-securitized debt and (ii) $60 million of net cash received in connection with the sale of vacation ownership inventory which is subject to conditional repurchase, partially offset by $86 million of lower net borrowings on securitized vacation ownership debt.

Capital Deployment

We focus on optimizing cash flow and seek to deploy capital for the highest possible returns. Ultimately, our business objective is to grow our business while transforming our cash and earnings profile by managing our cash streams to derive a greater proportion of EBITDA from our fee-for-service businesses. We intend to continue to invest in select capital and technological improvements across our business. We may also seek to acquire additional franchise agreements, hotel/property management contracts and exclusive agreements for vacation rental properties on a strategic and selective basis as well as grow the business through merger and acquisition activities. In addition, we intend to return cash to shareholders through the repurchase of common stock and payment of dividends.

Table of Contents

We expect to generate annual net cash provided by operating activities less property and equipment additions (which we also refer to as capital expenditures) of approximately $800 million in 2015 . During 2015 , we anticipate net cash provided by operating activities of $1,025 million to $1,035 million and net cash used on capital expenditures of $225 million to $235 million. Net cash provided by operating activities less capital expenditures amounted to approximately $750 million during 2014, which was comprised of net cash provided by operating activities of approximately $985 million less capital expenditures of $235 million. We expect net cash provided by operating activities less capital expenditures to increase by approximately $50 million, primarily due to better working capital utilization. We believe net cash provided by operating activities less capital expenditures is a useful operating performance measure to evaluate the ability of our operations to generate cash for uses other than capital expenditures and, after debt service and other obligations, our ability to grow our business through acquisitions, development advances, and equity investments, as well as our ability to return cash to shareholders through dividends and share repurchases.

During the nine months ended September 30, 2015 , we spent $140 million on vacation ownership development projects (inventory). We believe that our vacation ownership business currently has adequate finished inventory on our balance sheet to support vacation ownership sales for at least the next year. During 2015 , we anticipate spending $195 million to $205 million on vacation ownership development projects. The average inventory spend on vacation ownership development projects for the five year period 2014 through 2018 is expected to be approximately $225 million annually. After factoring in the anticipated additional average annual spending, we expect to have adequate inventory to support vacation ownership sales through at least the next four to five years.

We spent $157 million on capital expenditures during the nine months ended September 30, 2015 , primarily on: (i) $20 million for the purchase of properties that we are operating for rental purposes as we convert them to vacation ownership inventory; (ii) information technology enhancement projects and (iii) renovations of chalets at our Landal GreenParks business.

In an effort to support growth in our lodging business, we will continue to provide development advances which may include agreements with multi-unit owners. We will also continue to provide other forms of financial support.

In connection with our focus on optimizing cash flow, we are expanding our approach to our asset-light efforts in vacation ownership by seeking opportunities with financial partners whereby they make strategic investments to develop assets on our behalf. We refer to this as WAAM Just-in-Time. The partner may invest in new ground-up development projects or purchase from us, for cash, existing in-process inventory which currently resides on our balance sheet. The partner will complete the development of the project and we may purchase finished inventory at a future date as needed or as obligated under the agreement.

We expect that the majority of the expenditures that will be required to pursue our capital spending programs, strategic investments and vacation ownership development projects will be financed with cash flow generated through operations. Additional expenditures are financed with general unsecured corporate borrowings, including through the use of available capacity under our revolving credit facility and commercial paper programs.

Stock Repurchase Program

On August 20, 2007, our Board of Directors (the “Board”) authorized a stock repurchase program that enables us to purchase our common stock. The Board has since authorized six increases to the repurchase program, most recently on October 22, 2014 for $1.0 billion, bringing the total authorization under our current program to $4.0 billion.

Under our current stock repurchase program, we repurchased 5.7 million shares at an average price of $84.61 for a cost of $485 million during the nine months ended September 30, 2015 . From August 20, 2007 through September 30, 2015 , we repurchased 77 million shares at an average price of $46.04 for a cost of $3.5 billion and repurchase capacity increased $78 million from proceeds received from stock option exercises.

As of September 30, 2015 , we have repurchased under our current and prior stock repurchase programs, a total of 102 million shares at an average price of $42.66 for a cost of $4.3 billion since our Separation.

During the period October 1, 2015 through October 26, 2015, we repurchased an additional 0.9 million shares at an average price of $75.32 for a cost of $70 million . We currently have $461 million of remaining availability in our program. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements and other factors. Repurchases may be conducted in the open market or in privately negotiated transactions.

Table of Contents

Dividend Policy

During each of the quarterly periods ended March 31, June 30 and September 30, 2015 , we paid cash dividends of $0.42 per share ( $153 million in aggregate). During each of the quarterly periods ended March 31, June 30 and September 30, 2014 , we paid cash dividends of $0.35 per share ( $136 million in aggregate).

Our ongoing dividend policy for the future is to grow our dividend at least at the rate of growth of our earnings. The declaration and payment of future dividends to holders of our common stock are at the discretion of our Board and depend upon many factors, including our financial condition, earnings, capital requirements of our business, covenants associated with certain debt obligations, legal requirements, regulatory constraints, industry practice and other factors that our Board deems relevant. There is no assurance that a payment of a dividend will occur in the future.

Financial Obligations

Long-Term Debt Covenants

The revolving credit facility is subject to covenants including the maintenance of specific financial ratios. The financial ratio covenants consist of a minimum consolidated interest coverage ratio of at least 2.5 to 1.0 as of the measurement date and a maximum consolidated leverage ratio not to exceed 4.25 to 1.0 as of the measurement date (provided that the consolidated leverage ratio may be increased for a limited period to 5.0 to 1.0 in connection with a material acquisition). The consolidated interest coverage ratio is calculated by dividing consolidated EBITDA (as defined in the credit agreement) by consolidated interest expense (as defined in the credit agreement), both as measured on a trailing 12 month basis preceding the measurement date. As of September 30, 2015 , our consolidated interest coverage ratio was 11.5 times. Consolidated interest expense excludes, among other things, interest expense on any securitization indebtedness (as defined in the credit agreement). The consolidated leverage ratio is calculated by dividing consolidated total indebtedness (as defined in the credit agreement and which excludes, among other things, securitization indebtedness) as of the measurement date by consolidated EBITDA as measured on a trailing 12 month basis preceding the measurement date. As of September 30, 2015 , our consolidated leverage ratio was 2.3 times. Covenants in this credit facility also include limitations on indebtedness of material subsidiaries; liens; mergers, consolidations, liquidations and dissolutions; and the sale of all or substantially all of our assets. Events of default in this credit facility include failure to pay interest, principal and fees when due; breach of a covenant or warranty; acceleration of or failure to pay other debt in excess of $50 million (excluding securitization indebtedness); insolvency matters; and a change of control.

All of our senior unsecured notes contain various covenants including limitations on liens, limitations on potential sale and leaseback transactions and change of control restrictions. In addition, there are limitations on mergers, consolidations and potential sale of all or substantially all of our assets. Events of default in the notes include failure to pay interest and principal when due, breach of a covenant or warranty, acceleration of other debt in excess of $50 million and insolvency matters.

As of September 30, 2015 , we were in compliance with all of the financial covenants described above.

Each of our non-recourse, securitized term notes and the bank conduit facility contain various triggers relating to the performance of the applicable loan pools. If the vacation ownership contract receivables pool that collateralizes one of our securitization notes fails to perform within the parameters established by the contractual triggers (such as higher default or delinquency rates), there are provisions pursuant to which the cash flows for that pool will be maintained in the securitization as extra collateral for the note holders or applied to accelerate the repayment of outstanding principal to the note holders. As of September 30, 2015 , all of our securitized loan pools were in compliance with applicable contractual triggers.

LIQUIDITY

Our vacation ownership business finances certain of its receivables through (i) an asset-backed bank conduit facility and (ii) periodically accessing the capital markets by issuing asset-backed securities. None of the currently outstanding asset-backed securities contain any recourse provisions to us other than interest rate risk related to swap counterparties (solely to the extent that the amount outstanding on our notes differs from the forecasted amortization schedule at the time of issuance).

We believe that our bank conduit facility, with a term through August 2017 and capacity of $650 million , combined with our ability to issue term asset-backed securities, should provide sufficient liquidity for our expected sales pace and we expect to have available liquidity to finance the sale of VOIs.

As of September 30, 2015 , we had $383 million of availability under our asset-backed bank conduit facility. Any disruption to the asset-backed market could adversely impact our ability to obtain such financings.

Table of Contents

We maintain commercial paper programs under which we may issue unsecured commercial paper notes up to a maximum amount of $1.25 billion . We allocate a portion of our available capacity under our revolving credit facility to repay outstanding commercial paper borrowings in the event that the commercial paper market is not available to us for any reason when outstanding borrowings mature. As of September 30, 2015 , we had $87 million of outstanding borrowings and the total available capacity was $1.16 billion under these programs.

We primarily utilize surety bonds at our vacation ownership business for sales and development transactions in order to meet regulatory requirements of certain states. In the ordinary course of our business, we have assembled commitments from thirteen surety providers in the amount of $1.3 billion, of which we had $416 million outstanding as of September 30, 2015 . The availability, terms and conditions and pricing of such bonding capacity are dependent on, among other things, continued financial strength and stability of the insurance company affiliates providing the bonding capacity, general availability of such capacity and our corporate credit rating. If bonding capacity is unavailable, or alternatively, if the terms and conditions and pricing of such bonding capacity are unacceptable to us, our vacation ownership business could be negatively impacted.

Our liquidity position may also be negatively affected by unfavorable conditions in the capital markets in which we operate or if our vacation ownership contract receivables portfolios do not meet specified portfolio credit parameters. Our liquidity as it relates to our vacation ownership contract receivables securitization program could be adversely affected if we were to fail to renew or replace our conduit facility on its expiration date, or if a particular receivables pool were to fail to meet certain ratios, which could occur in certain instances if the default rates or other credit metrics of the underlying vacation ownership contract receivables deteriorate. Our ability to sell securities backed by our vacation ownership contract receivables depends on the continued ability and willingness of capital market participants to invest in such securities.

Our senior unsecured debt is rated Baa3 with a “stable outlook” by Moody’s Investors Service and BBB- with a “stable outlook” by both Standard and Poor’s and Fitch Rating Agency. A security rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal by the assigning rating organization. Reference in this report to any such credit rating is intended for the limited purpose of discussing or referring to aspects of our liquidity and of our costs of funds. Any reference to a credit rating is not intended to be any guarantee or assurance of, nor should there be any undue reliance upon, any credit rating or change in credit rating, nor is any such reference intended as any inference concerning future performance, future liquidity or any future credit rating.

SEASONALITY

We experience seasonal fluctuations in our net revenues and net income from our franchise and management fees, commission income earned from renting vacation properties, annual membership fees, exchange and member-related transaction fees and sales of VOIs. Revenues from franchise and management fees are generally higher in the second and third quarters than in the first or fourth quarters due to increased leisure travel during the spring and summer months. Revenues from vacation rentals are generally highest in the third quarter, when vacation arrivals are highest, combined with a compressed booking window. Revenues from vacation exchange fees are generally highest in the first quarter, which is generally when members of our vacation exchange business plan and book their vacations for the year. Revenues from sales of VOIs are generally higher in the third quarter than in other quarters due to increased leisure travel. The seasonality of our business may cause fluctuations in our quarterly operating results. As we expand into new markets and geographical locations, we may experience increased or different seasonality dynamics that create fluctuations in operating results different from the fluctuations we have experienced in the past.

COMMITMENTS AND CONTINGENCIES

We are involved in claims, legal and regulatory proceedings and governmental inquiries related to our business. Litigation is inherently unpredictable and, although we believe that our accruals are adequate and/or that we have valid defenses in these matters, unfavorable results could occur. As such, an adverse outcome from such proceedings for which claims are awarded in excess of the amounts accrued, if any, could be material to us with respect to earnings or cash flows in any given reporting period. As of September 30, 2015 , the potential exposure resulting from adverse outcomes of such legal proceedings could, in the aggregate, range up to $37 million in excess of recorded accruals. However, we do not believe that the impact of such litigation should result in a material liability to us in relation to our consolidated financial position or liquidity.

Table of Contents

CONTRACTUAL OBLIGATIONS

The following table summarizes our future contractual obligations for the twelve month periods set forth below:



	10/1/15 - 9/30/16		10/1/16 - 9/30/17		10/1/17 - 9/30/18		10/1/18 - 9/30/19		10/1/19 - 9/30/20		Thereafter		Total
Securitized debt ^(a)	$	210	$	223	$	432	$	201	$	208	$	836	$	2,110
Long-term debt	44		648		476		13		159		1,733		3,073
Interest on debt ^(b)	185		157		135		125		115		199		916
Operating leases	81		66		61		48		38		204		498
Purchase commitments ^(c)	259		139		104		61		39		164		766
Inventory sold subject to conditional repurchase ^(d)	48		103		102		67		38		87		445
Separation liabilities ^(e)	14		21		—		—		—		—		35
Total ^{(f) (g)}	$	841	$	1,357	$	1,310	$	515	$	597	$	3,223	$	7,843


^(a)	Represents debt that is securitized through bankruptcy-remote special purpose entities the creditors to which have no recourse to us for principal and interest.


^(b)	Includes interest on both securitized and long-term debt; estimated using the stated interest rates on our long-term debt and the swapped interest rates on our securitized debt.


^(c)	Includes (i) $161 million relating to the development of vacation ownership properties, of which $64 million is included within total liabilities on the Consolidated Balance Sheet and (ii) $179 million of commitments relating to information technology.


^(d)	Represents obligations to repurchase completed vacation ownership properties from third-party developers (See Note 6 – Inventory for further detail) of which $136 million is included within total liabilities on the Consolidated Balance Sheet.


^(e)	Represents liabilities which we assumed and are responsible for pursuant to our Separation (See Note 17 – Separation Adjustments and Transactions with Former Parent and Subsidiaries for further details).


^(f)	Excludes a $37 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.


^(g)	Excludes other guarantees at our lodging business as it is not reasonably estimable to determine the periods in which such commitments would be settled (See Note 12 – Commitments and Contingencies for further details).

CRITICAL ACCOUNTING POLICIES

In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material impact to our consolidated results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. These Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Annual Report filed on Form 10-K with the SEC on February 13, 2015, which includes a description of our critical accounting policies that involve subjective and complex judgments that could potentially affect reported results. While there have been no material changes to our critical accounting policies as to the methodologies or assumptions we apply under them, we continue to monitor such methodologies and assumptions.

Item 3. Quantitative and Qualitative Disclosures About Market Risks.

We assess our market risks based on changes in interest and foreign currency exchange rates utilizing a sensitivity analysis that measures the potential impact in earnings, fair values and cash flows based on a hypothetical 10% change (increase and decrease) in interest and foreign currency exchange rates. We used September 30, 2015 market rates to perform a sensitivity analysis separately for each of our market risk exposures. The estimates assume instantaneous, parallel shifts in interest rate yield curves and exchange rates. We have determined, through such analyses, that the impact of a 10% change in interest and foreign currency exchange rates and its effect on our prices, earnings, fair values and cash flows would not be material.

Table of Contents

Item 4. Controls and Procedures.

(a)

Disclosure Controls and Procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and principal financial officers, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on such evaluation, our principal executive and principal financial officers concluded that our disclosure controls and procedures were effective and operating to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.

(b)

Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of September 30, 2015 , we utilized the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission.

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are involved in various claims and lawsuits, none of which, in the opinion of management, is expected to have a material adverse effect on our results of operations or financial conditi on. See Note 12 to the Consolidated Financial Statements for a description of claims and legal actions applicable to our business.

Item 1A. Risk Factors.

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 , filed with the Securities and Exchange Commission, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. As of September 30, 2015 , there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2014 .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


(c)	Below is a summary of our Wyndham common stock repurchases by month for the quarter ended September 30, 2015 :

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 Plan
July 1-31, 2015	987,070	$	83.81	987,070	$	618,062,730
August 1-31, 2015	572,600	$	78.43	572,600	$	573,151,516
September 1-30, 2015	561,414	$	75.16	561,414	$	530,954,590
Total	2,121,084	$	80.07	2,121,084	$	530,954,590

^(*) Includes 112,925 shares purchased for which the trade date occurred during September 2015 while settlement occurred during October 2015.

On August 20, 2007, our Board of Directors authorized a stock repurchase program that enables us to purchase our common stock. The Board has since increased the program six times, most recently on October 22, 2014 for $1.0 billion, bringing the total authorization under the program to $4.0 billion.

During the period October 1, 2015 through October 26, 2015, we repurchased an additional 0.9 million shares at an average price of $75.32 . We currently have $461 million of remaining availability in our program. The amount and timing of specific repurchases are subject to market conditions, applicable legal requirements and other factors. Repurchases may be conducted in the open market or in privately negotiated transactions.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Table of Contents

Item 6. Exhibits.

The agreement included as exhibit to this report contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.

The exhibit index appears on the page immediately following the signature page of this report.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		WYNDHAM WORLDWIDE CORPORATION

Date: October 27, 2015	By:	/s/ Thomas G. Conforti
		Thomas G. Conforti
		Chief Financial Officer

Date: October 27, 2015	By:	/s/ Nicola Rossi
		Nicola Rossi
		Chief Accounting Officer

Table of Contents

Exhibit Index



Exhibit No.	Description
10.1*	Amendment No. 2 to Employment Agreement with Thomas G. Conforti, dated August 13, 2015
10.2*	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
12*	Computation of Ratio of Earnings to Fixed Charges
15*	Letter re: Unaudited Interim Financial Information
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


*	Filed with this report

** Furnished with this report

Exhibit 10.1

AMENDMENT NO. 2

EMPLOYMENT AGREEMENT

AMENDMENT , dated August 13, 2015 (“ Amendment ”), made to the Employment Agreement dated as of September 8, 2009, as amended by Amendment No. 1 thereto effective as of May 11, 2012 (as amended, the “ Employment Agreement ”), by and between Wyndham Worldwide Corporation, a Delaware corporation (the “ Company ”), and Thomas Conforti (the “ Executive ”).

WHEREAS , the Company and the Executive have previously entered into the Employment Agreement and desire to amend the Employment Agreement to extend the employment term for a three year period, as set forth below.

NOW, THEREFORE , effective as of the date first written above, the Employment Agreement is hereby amended as follows:

1. The first sentence of Section II of the Employment Agreement is hereby amended in its entirety and replaced with the following:

The period of the Executive’s employment under this Agreement (the “ Period of Employment ”) shall begin on September 8, 2009 (the “Effective Date” ), and shall end on September 8, 2018, subject to earlier termination as provided in this Agreement.

2. From and after the date hereof, all references to the Employment Agreement shall mean the Employment Agreement as amended hereby. Except as expressly amended hereby, the Employment Agreement shall remain in full force and effect, and is hereby ratified and confirmed.

IN WITNESS WHEREOF , the undersigned has caused this Amendment to be executed this 13 ^th day of August 2015.

EXECUTIVE

/s/ Thomas Conforti

Thomas Conforti

WYNDHAM WORLDWIDE CORPORATION

By: /s/ Mary Falvey
Name: Mary Falvey
Title: Executive Vice President

Exhibit 10.2

SIXTH AMENDMENT

Dated as of August 27, 2015

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

and

WYNDHAM CONSUMER FINANCE, INC.,

as Servicer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

and

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent

SIXTH AMENDMENT

AMENDED AND RESTATED INDENTURE AND SERVICING AGREEMENT

THIS SIXTH AMENDMENT dated as of August 27, 2015 (this “Amendment”) amends that AMENDED AND RESTATED INDENTURE AND SERVICING AGREEMENT dated as of October 1, 2010, as amended by that First Amendment dated as of June 28, 2011, that Second Amendment dated as of May 17, 2012, that Third Amendment dated as of August 30, 2012, that Fourth Amendment dated as of August 29, 2013 and that Fifth Amendment dated as of August 28, 2014 (the Amended and Restated Indenture and Servicing Agreement together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment thereto, the “Original Indenture”) and both this Amendment and the Original Indenture are by and among SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING II, LLC , a limited liability company organized under the laws of the State of Delaware, as issuer, WYNDHAM CONSUMER FINANCE, INC ., a Delaware corporation, as servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association, as trustee and U.S. BANK NATIONAL ASSOCIATION , a national banking association, as collateral agent.

RECITALS

WHEREAS, the Issuer, the Servicer, the Trustee and the Collateral Agent desire to amend the Original Indenture as provided herein.

WHEREAS, in accordance with (x) Section 15.1(b) of the Original Indenture, upon the Amendment Effective Date (as defined herein) the Required Facility Investors have consented to such amendment of the Original Indenture, (y) Section 15.1(g) of the Original Indenture, each Funding Agent and each Non-Conduit Committed Purchaser has consented to such amendment of the Original Indenture and (z) Section 15.16 of the Original Indenture, the Deal Agent has consented to such amendment of the Original Indenture.

WHEREAS, capitalized terms used in this Amendment and not otherwise defined herein or amended hereby shall have the meanings assigned to such terms in the Original Indenture.

NOW THEREFORE, in consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties and for the benefit of the Noteholders.

SECTION 1. Amendment to Definitions . The definition of each of the following terms contained in Section 1.1 of the Original Indenture is hereby amended and restated to read in its entirety as follows:

“ Maturity Date ” shall mean the August 2033 Payment Date.

SECTION 2. Amendment to Section 11.5(a) . The proviso to Section 11.5(a) of the Original Indenture is hereby amended to read in its entirety as follows:

provided , however , that the Trustee may not sell or otherwise liquidate, or direct the Collateral Agent to sell or otherwise liquidate, the Collateral which constitutes Loans and Pledged Assets following an Event of Default other than an Event of Default described in this Indenture resulting from an Insolvency Event, unless either (i) each of the Noteholders consent thereto, or (ii) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full the amounts then due and unpaid upon the Series 2008-A Notes for principal and accrued interest and the fees and other amounts required to be paid prior to payment of amounts due on the Series 2008-A Notes pursuant to Section 11.6.

SECTION 3. No Other Amendments . Except as expressly amended, modified and supplemented hereby, the provisions of the Original Indenture are and shall remain in full force and effect.

SECTION 4. FATCA . For purposes of determining withholding taxes imposed under the Foreign Account Tax Compliance Act, as contained in Sections 1471 through 1474 of the Code, from and after the effective date of this Amendment, the Issuer shall treat, and hereby authorizes the Trustee to treat, the Notes as not qualifying as a "grandfathered obligation" within the meaning of Treasury Regulation section 1.1471-2(b)(2)(i).

SECTION 5. Governing Law . This Amendment is governed by and shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 6. Counterparts . This Amendment may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument.

SECTION 7. Headings . The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

SECTION 8. Effectiveness . This Amendment shall be effective upon the date (the “Amendment Effective Date”) that is the later of (i) the date hereof and (ii) the first date on which each of the following conditions precedent shall have been satisfied:

(a) This Amendment shall have been executed and delivered by each of the parties hereto;

(b) The Trustee shall have received the written consent of the Required Facility Investors, each Funding Agent, each Non-Conduit Committed Purchaser and the Deal Agent to this Amendment;

(d) The Sixth Amendment to the Note Purchase Agreement dated as of August 27, 2015 shall have been executed and delivered by each party thereto.

IN WITNESS WHEREOF, Issuer, the Servicer, the Trustee and the Collateral Agent have caused this Indenture to be duly executed by their respective officers as of the day and year first above written.

SIERRA TIMESHARE CONDUIT RECEIVABLES FUNDING II, LLC,
as Issuer

By: /s/ Joseph M. Hollingshead

Name: Joseph M. Hollingshead

Title: President

WYNDHAM CONSUMER FINANCE, INC.,
as Servicer

By: /s/ Joseph M. Hollingshead

Name: Joseph M. Hollingshead

Title: President

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

By: /s/ Jennifer C. Westberg

Name: Jennifer C. Westberg

Title: Vice President

U.S. BANK NATIONAL ASSOCIATION,
as Collateral Agent

By: Tamara Schultz-Fugh

Name: Tamara Schultz-Fugh

Title: Vice President

Sixth Amendment – 2008-A Indenture

Exhibit 12

WYNDHAM WORLDWIDE CORPORATION

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in millions)



	Nine Months Ended September 30,
	2015		2014
Earnings available to cover fixed charges:
Income before income taxes	$	736	$	714
Less: Income from equity investees	1		1
	735		713
Plus: Fixed charges	166		161
Amortization of capitalized interest	3		3
Less: Capitalized interest	5		4
Net income attributable to noncontrolling interest	$	—	$	1
Earnings available to cover fixed charges	$	899	$	872
Fixed charges: ^(*)
Interest	$	144	$	136
Capitalized interest	5		4
Interest portion of rental expense	17		21
Total fixed charges	$	166	$	161
Ratio of earnings to fixed charges	5.42x		5.42x


^(*)	Consists of interest expense on all indebtedness (including costs related to the amortization of deferred financing costs), capitalized interest and the portion of operating lease rental expense that is representative of the interest factor.

* * *

Exhibit 15

October 27, 2015

Wyndham Worldwide Corporation

22 Sylvan Way

Parsippany, New Jersey 07054

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited consolidated interim financial information of Wyndham Worldwide Corporation and subsidiaries for the three and nine month periods ended September 30, 2015, and 2014, as indicated in our report dated October 27, 2015; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, is incorporated by reference in Registration Statement No. 333-136090 on Form S-8 and Registration Statement No. 333-206104 on Form S-3.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

* * *

Exhibit 31.1

CERTIFICATION

I, Stephen P. Holmes, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Wyndham Worldwide Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: October 27, 2015
	/S/ STEPHEN P. HOLMES
	CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Exhibit 31.2

CERTIFICATION

I, Thomas G. Conforti, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Wyndham Worldwide Corporation;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: October 27, 2015
	/S/ THOMAS G. CONFORTI
	CHIEF FINANCIAL OFFICER

Exhibit 32

CERTIFICATION OF CHAIRMAN AND CEO AND CFO PURSUANT TO

18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Wyndham Worldwide Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Stephen P. Holmes, as Chairman and Chief Executive Officer of the Company, and Thomas G. Conforti, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:


(1.)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2.)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/S/ STEPHEN P. HOLMES

STEPHEN P. HOLMES

CHAIRMAN AND CHIEF EXECUTIVE OFFICER

OCTOBER 27, 2015

/S/ THOMAS G. CONFORTI

THOMAS G. CONFORTI

CHIEF FINANCIAL OFFICER

OCTOBER 27, 2015