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WYNDHAM WORLDWIDE CORPORATION

WYNDHAM WORLDWIDE CORPORATION

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Dividend Policy<br />

During 2010 and 2009, we paid a quarterly dividend of $0.12 and $0.04, respectively, per share of Common<br />

Stock issued and outstanding on the record date for the applicable dividend. During February 2011, our Board of<br />

Directors authorized an increase of quarterly dividends to $0.15 per share beginning with the dividend expected to<br />

be declared during the first quarter of 2011. Our dividend payout ratio is now approximately 28% of the midpoint of<br />

our estimated 2011 net income after certain adjustments. We expect our dividend policy for the future to at least<br />

mirror the rate of growth of our business. The declaration and payment of future dividends to holders of our<br />

common stock are at the discretion of our Board of Directors and depend upon many factors, including our financial<br />

condition, earnings, capital requirements of our business, covenants associated with certain debt obligations, legal<br />

requirements, regulatory constraints, industry practice and other factors that our Board deems relevant. There can be<br />

no assurance that a payment of a dividend will occur in the future.<br />

Issuer Purchases of Equity Securities<br />

Below is a summary of our Wyndham Worldwide common stock repurchases by month for the quarter ended<br />

December 31, 2010:<br />

ISSUER PURCHASES OF EQUITY SECURITIES<br />

Total Number of Average Price Paid<br />

Total Number of<br />

Shares Purchased as<br />

Part of Publicly<br />

Approximate Dollar<br />

Value of Shares<br />

that May Yet Be<br />

Purchased Under<br />

Period<br />

Shares Purchased per Share Announced Plan<br />

Plan<br />

October 1 – 31, 2010 1,050,522 $ 28.80 1,050,522 $ 271,796,254<br />

November 1 – 30, 2010 273,875 $ 29.60 273,875 $ 264,251,402<br />

December 1 – 31, 2010 (*)<br />

236,900 $ 30.48 236,900 $ 258,388,612<br />

Total 1,561,297 $ 29.20 1,561,297 $ 258,388,612<br />

(*) Includes 74,200 shares purchased for which the trade date occurred during December 2010 while settlement occurred during January 2011.<br />

We expect to generate annual net cash provided by operating activities less capital expenditures, equity<br />

investments and development advances in the range of approximately $600 million to $700 million annually<br />

beginning in 2011. A portion of this cash flow is expected to be returned to our shareholders in the form of share<br />

repurchases and dividends. On August 20, 2007, our Board of Directors authorized a stock repurchase program that<br />

enables us to purchase up to $200 million of our common stock. On July 22, 2010, our Board of Directors increased<br />

the authorization for the stock repurchase program by $300 million. During 2010, repurchase capacity increased<br />

$40 million from proceeds received from stock option exercises. Such repurchase capacity will continue to be<br />

increased by proceeds received from future stock option exercises.<br />

During the period January 1, 2011 through February 18, 2011, we repurchased an additional 1.6 million shares<br />

at an average price of $30.10. We currently have $212 million remaining availability in our program. The amount<br />

and timing of specific repurchases are subject to market conditions, applicable legal requirements and other factors.<br />

Repurchases may be conducted in the open market or in privately negotiated transactions.<br />

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