Item 1.
Business
General
We are one of the largest hotel and leisure companies in the world, with 1,297 properties providing approximately 370,000 rooms in approximately 100 countries and approximately 188,000 employees under our management at our owned and managed properties, vacation ownership resorts and corporate offices. We conduct our hotel and leisure business both directly and through our subsidiaries. We also own Starwood Vacation Ownership, Inc., a premier provider of world-class vacation experiences through villa-style resorts and privileged access to Starwood brands.
On October 27, 2015, we entered into definitive agreements with Interval Leisure Group, Inc. (ILG) pursuant to which our vacation ownership business, to be held by Vistana Signature Experiences, Inc., our wholly-owned subsidiary (Vistana), will be spun-off to our stockholders and immediately thereafter Vistana will merge with a wholly-owned subsidiary of ILG (which is referred to in this Annual Report as the Planned Reverse Morris Trust Transaction). Please see Note 27, Planned Reverse Morris Trust Transaction, of the Notes to our Financial Statements for additional information.
On November 15, 2015, we entered into a definitive agreement to combine with Marriott International, Inc. (Marriott) (which is referred to in this Annual Report as the Planned Marriott Merger). Please see Note 28, Planned Marriott Merger, of the Notes to our Financial Statements for additional information.
The Starwood Preferred Guest (SPG) program is our award-winning proprietary frequent traveler, customer loyalty, and multi-brand marketing program that encourages our members to concentrate their stays within Starwood’s ten brands and to try new hotels in the Starwood family, allowing members to earn and redeem points for room stays, room upgrades and airline flights, with no blackout dates. Since its introduction in 1999, the SPG program has been one of the most innovative and rewarding loyalty program in the hospitality industry. In 2015, SPG members purchased approximately 50% of our room nights.
Our revenue and earnings are derived primarily from hotel operations, which include management fees and other fees earned from hotels we manage pursuant to management contracts, the receipt of franchise fees and other fees pursuant to franchise agreements and the operation of our owned hotels. We consider our hotels and resorts, including vacation ownership resorts, generally to be premier establishments with respect to desirability of location, size, facilities, physical condition, quality and variety of services offered in the markets in which they are located. Although obsolescence attributable to age, condition of facilities and style may adversely affect our hotels and resorts, we and the third-party owners of the managed and franchised hotels expend substantial funds to renovate and maintain our facilities in order to remain competitive. For further information see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources in this Annual Report.
Our hotel business is largely focused on the global operation of hotels and resorts primarily in the luxury and upper upscale segments of the lodging industry. We seek to acquire management or franchise rights with respect to, or interests in, properties in these segments. At December 31, 2015, our hotel business included 1,282 owned, managed or franchised hotels with approximately 362,300 rooms, comprising 32 hotels that we own or lease or in which we have a majority equity interest, 608 hotels managed by us on behalf of third-party owners (including entities in which we have a minority equity interest) and 642 hotels for which we receive franchise fees. Additionally, our vacation ownership and residential business included 15 stand-alone vacation ownership resorts and residential properties at December 31, 2015. All brands (other than the Four Points by Sheraton, the Aloft and Element brands) represent full-service properties that range in amenities from luxury hotels to more moderately priced hotels. Our Four Points by Sheraton, Aloft and Element brands are mostly select-service properties that cater to more value-oriented consumers.
Our operations are in geographically diverse locations around the world. The following tables reflect our hotel and vacation ownership and residential properties by type of revenue source and geographical presence by major geographic area as of December 31, 2015:
(a)
Includes wholly-owned, majority owned and leased hotels.
We manage and operate our hotel business in three separate hotel segments: (i) the Americas, (ii) Europe, Africa and the Middle East (EAME), and (iii) Asia Pacific. Our vacation ownership and residential business is a separate segment. Note 25 to the consolidated financial statements presents further information about our segments.
For a discussion of our revenues, profits, assets and reportable segments, see our consolidated financial statements of this Annual Report, including the notes thereto.
The Corporation was incorporated in 1980 under the laws of Maryland. Sheraton and Westin, Starwood’s largest brands, have been serving guests for more than 60 years.
Our principal executive offices are located at One StarPoint, Stamford, Connecticut 06902, and our telephone number is (203) 964-6000.
Hotel Business
Branded Hotel Management Business. Hotel and resort properties are often owned by entities that do not manage hotels or own a brand name. Hotel owners typically enter into management contracts with hotel management companies to operate their hotels. When a management company does not offer a brand affiliation, the hotel owner often chooses to pay separate franchise fees to secure the benefits of branding, including marketing, centralized reservations, loyalty programs, and other centralized services, particularly in the sales and marketing area. We believe that companies, such as Starwood, that offer both hotel management services and well-established global brand names appeal to hotel owners by providing the full range of management, marketing, sales and reservation services.
Managed Hotels. We manage hotels worldwide, usually under a long-term agreement with the hotel owner (including entities in which we have a minority equity interest). Our responsibilities under hotel management contracts typically include hiring, training and supervising the managers and employees that operate these facilities. For additional fees, we provide centralized reservation services, loyalty program services and coordinate national and international sales, advertising, marketing and other promotional services. We prepare and implement annual budgets for the hotels we manage and allocate property-owner funds for periodic maintenance and repair of buildings and furnishings. In addition to our owned and leased hotels, at December 31, 2015, we managed 608 hotels with approximately 199,900 rooms worldwide.
During the year ended December 31, 2015, we generated management fees by geographic area as follows:
(a)
Management fees generated in the United States were 36% of total worldwide management fees.
Management contracts typically provide for base fees tied to gross revenue and incentive fees tied to profits as well as fees for other services, including centralized reservations, loyalty program, national and international advertising and sales and marketing. In our experience, owners seek hotel managers that can provide attractively priced base, incentive and marketing fees combined with demonstrated sales and marketing expertise and operations-focused management designed to enhance profitability. Some of our management contracts permit the hotel owner to terminate the agreement when the hotel is sold or otherwise transferred to a third party, as well as if we fail to meet established performance criteria. In addition, some hotel owners seek equity, debt or other investments from us to help finance hotel renovations or conversions to a Starwood brand, so as to align the interests of the owner and Starwood. Our ability or willingness to make such investments may determine, in part, whether we will be offered, will accept or will retain a particular management contract. During the year ended December 31, 2015, we opened 48 managed hotels with approximately 10,500 rooms, and 12 managed hotels with approximately 2,400 rooms exited our system. In addition, during 2015, we signed management agreements for 114 hotels with approximately 27,100 rooms, a small portion of which opened in 2015 and the majority of which will open in the future.
Brand Franchising and Licensing. We franchise our Luxury Collection, Tribute Portfolio, Westin, Le Méridien, Sheraton, Four Points by Sheraton, Aloft and Element brands and generally derive licensing and other fees from franchisees based on a fixed percentage of the franchised hotel’s room revenue, as well as fees for other services, including centralized reservations, loyalty program, national and international advertising and sales and marketing. We also review certain plans for the location and design of franchised hotels to conform to our brand standards. At December 31, 2015, there were 642 franchised properties with approximately 150,100 rooms.
During the year ended December 31, 2015, we generated franchise fees by geographic area as follows:
(a)
Franchise fees generated in the United States were 75% of total worldwide franchise fees.
In addition to the franchise contracts we retained in connection with the sale of hotels during the year ended December 31, 2015, we opened 57 franchised hotels with approximately 11,000 rooms, and 18 franchised hotels with approximately 3,800 rooms exited our system. In addition, during 2015 we signed franchise agreements for 106 hotels with approximately 18,400 rooms, a portion of which opened in 2015 and a portion of which will open in the future.
Owned, Leased and Consolidated Joint Venture Hotels. Historically, we derived the majority of our revenues and operating income from our owned, leased and consolidated joint venture hotels and a significant portion of these results were driven by the hotels in North America. However, in 2006, we embarked upon our asset-light strategy and decided to sell a significant number of our owned hotel portfolio. The majority of these hotels were sold subject to long-term management or franchise contracts.
Total revenues generated from our owned, leased and consolidated joint venture hotels worldwide for the years ended December 31, 2015, 2014 and 2013 were $1,293 million, $1,541 million and $1,612 million, respectively (total revenues from our owned, leased and consolidated joint venture hotels in North America were $722 million, $776 million and $829 million for 2015, 2014 and 2013, respectively).
During the years ended December 31, 2015 and 2014, we earned revenues at our owned and leased hotels by geographic area as follows (1):
(1)
Includes the revenues of hotels sold for the period prior to their sale.
*
Includes U.S. territories
During the years ended December 31, 2015 and 2014, we invested approximately $132 million and $166 million, respectively, for capital expenditures at owned hotels.
As discussed above, we have implemented a strategy of reducing our investment in owned real estate and increasing our focus on the management and franchise business. Since 2006, we have sold 91 hotels realizing cash proceeds of approximately $7.8 billion in numerous transactions, including cash proceeds net of closing costs of approximately $767 million from the sale of four hotels during the year ended December 31, 2015.
As a result, our primary business objective is to maximize earnings and cash flow by increasing the number of our hotel management contracts and franchise agreements, and until the recent plan to spin-off our vacation ownership business, selling VOIs, and investing in real estate assets where there is a strategic rationale for doing so, which may include selectively acquiring interests in additional assets and disposing of non-core hotels (including hotels where the return on invested capital is not adequate) and “trophy” assets that may be sold at significant premiums. We plan to meet these objectives by leveraging our global system, broad customer and owner base and other resources and by taking advantage of our scale to reduce costs. The implementation of our strategy and financial planning is impacted by the uncertainty relating to geopolitical and economic environments around the world and its consequent impact on travel.
Following the sale of a significant number of our hotels in the past few years, as of December 31, 2015, we own or lease 32 hotels as follows (not including vacation ownership properties):
Vacation Ownership and Residential Business
We derive revenues and earnings from the development, ownership and operation of vacation ownership resorts, marketing and selling vacation ownership interests (VOIs) in the resorts and providing financing to customers who purchase such interests. Generally, these resorts are marketed under our brand names. Additionally, our revenues and earnings are derived from the development, marketing and selling of residential units at mixed use hotel projects owned by us as well as fees earned from the marketing and selling of residential units at mixed use hotel projects under our brands developed by third-party owners.
We develop, own and operate vacation ownership resorts, market and sell the VOIs in the resorts and, in many cases, provide financing to customers who purchase such ownership interests. Owners of VOIs can trade their ownership interest for stays at other Starwood vacation ownership resorts, or for stays at certain vacation ownership resorts not otherwise sponsored by Starwood through an exchange company, as well as for hotel stays at Starwood properties. From time to time, we securitize the receivables generated from our sale of VOIs.
We have also entered into arrangements with several third-party owners for mixed use hotel projects that include a residential component. We have entered into licensing agreements for the use of certain of our brands to allow the owners to offer branded residences to prospective purchasers. In consideration, we typically receive a licensing fee equal to a percentage of the gross sales revenue of the units sold.
In late 2011, we completed the development of a wholly-owned residential project at the St. Regis Bal Harbour Resort in Miami, FL (Bal Harbour). During the year ended December 31, 2014, we closed sales of the last four units and this project is now sold out.
At December 31, 2015, we had 22 owned vacation ownership resorts in the United States, Mexico and the Bahamas, consisting of 14 stand-alone, seven mixed-use and one unconsolidated joint venture. At December 31, 2015, we were actively selling VOIs at 19 sites in our portfolio, which includes Westin Nanea Ocean Villas that was not yet in operation.
During 2015 and 2014, we invested approximately $159 million and $84 million, respectively, for vacation ownership and residential capital expenditures, including construction at the Westin Nanea Ocean Villas in Maui, Hawaii, the Westin St. John in St. John, U.S. Virgin Islands and the Westin Desert Willow in Palm Desert, CA.
Our Brands
Through our brands, we are well represented in major markets around the world. The following table reflects our hotel properties, by brand, as of December 31, 2015:
(a)
Excludes three independent hotels, and 14 stand-alone and one unconsolidated joint venture vacation ownership properties totaling 8,100 rooms. Also excludes our ownership interest in Design Hotels, AG, pursuant to which in 2015 we announced an expanded partnership in which a subset of their independent hotels with design aesthetics distinct from our 10 brands participate as partner hotels in the SPG program and are available for booking through our websites and call centers.
Our brand names include the following:
St. Regis® (luxury full-service hotels, resorts and residences) is for connoisseurs who desire the finest expressions of luxury. They provide flawless and bespoke service to high-end leisure and business travelers. St. Regis hotels are located in the ultimate locations within the world’s most desired destinations, important emerging markets and yet to be discovered paradises, and they typically have individual design characteristics to capture the distinctive personality of each location.
The Luxury Collection® (luxury full-service hotels and resorts) is a group of unique hotels and resorts offering exceptional service to an elite clientele. From legendary palaces and remote retreats to timeless modern classics, these remarkable hotels and resorts enable the most discerning traveler to collect a world of unique, authentic and enriching experiences indigenous to each destination that capture the sense of both luxury and place. They are distinguished by magnificent decor, spectacular settings and impeccable service.
W® (luxury and upper upscale full-service hotels and residences) is where iconic design and cutting-edge lifestyle set the stage for exclusive and extraordinary experiences. Each hotel is uniquely inspired by its destination, where innovative design converges with local influences to create energizing spaces for guests to play or work by day or mix and mingle by night. Guests are invited into dynamic environments that combine entertainment, vibrant lounges, modern guestrooms, and innovative cocktail culture and cuisine. The beats per minute increase as the day transitions to night, amplifying the scene in every W Living Room for guests to socialize and see and be seen. W Hotels Worldwide, a global design powerhouse brought to life through W Happenings, exclusive partnerships and the signature Whatever/Whenever® service philosophy that grants its guests and local community access to what’s new and next.
Westin® (luxury and upper upscale full-service hotels, resorts and residences) provides innovative programs and instinctive services designed with our guests’ well-being in mind. Indulge in a deliciously wholesome menu, including exclusive SuperFoodsRx® dishes. Energize in the fitness studio with the industry-leading WestinWORKOUT®. Revive in the Heavenly® Bath where luxurious touches create a spa-like experience. And of course, experience truly restorative sleep in the world-renowned Heavenly® Bed-an oasis of lush sheets, down, and patented pillow-top mattress. Whether an epic city center location or a refreshing resort destination, Westin ensures guests leave feeling better than when they arrived. Westin. For A Better You.
Le Méridien® (luxury and upper upscale full-service hotels, resorts and residences) is a Paris-born global hotel brand, currently represented by 103 properties in 37 countries worldwide. Le Méridien aims to target the creative and curious-minded traveler: an audience eager to experience something new in every destination and discover things with a new perspective. A curated approach towards culture, the arts, and cuisine unlocks the destination for Le Méridien guests in special and inspiring ways. Signature to the experience is Le Méridien Hub - the brand’s unique lobby concept where a café inspired atmosphere and high impact art, music, and food & beverage experiences set the scene for guests to socialize and exchange ideas in a curated environment, and our Unlock Art program offering free access to local cultural institutions. Le Méridien is more than a hotel, it’s your key to unlocking unique destinations around the globe.
Sheraton® (luxury and upper upscale full-service hotels, resorts and residences) makes travel easier and more intuitive, so guests can experience more. With more than 440 properties across 75 countries and a strong global pipeline, Sheraton continues to establish itself as the global hospitality brand of choice. Signature elements include Sheraton Club, offering a superior guest experience through exclusive lounges, personalized service and enhanced guestroom features; innovative food & beverage showcasing culinary talent and local cuisine; meetings & events featuring flexible design, smart technology and intuitive meeting planner tools; the Sheraton Signature Sleep Experience, designed to eliminate pressure points and alleviate the stress of travel; and Sheraton Grand, a designation recognizing hotels and resorts with distinguished design, superior service and exemplary guest experiences in iconic destinations.
Four Points® (select-service hotels) delights the smart traveler with what is needed on the road for greater comfort and productivity. All at the honest value our guests deserve, with perks they don’t expect. Our guests start their day feeling energized and finish up relaxed, by kicking back with one of our Best Brews (local craft beer, coffee). Four Points is Best For Business.
Aloft® (select-service hotels) opened its first hotel in 2008 and has rapidly expanded to 104 properties in 17 countries by the end of 2015. Designed for global travelers who love open spaces, open thinking and open expression, Aloft is where travel creates possibilities. An affordable alternative for the tech-savvy and confidently social, Aloft caters to the global traveler. With a vibrant social scene at W XYZ® bar, modern authentic design throughout and technology that keeps up with the next gen traveler, Aloft is: Different. By Design.
Element® (extended stay hotels) first opened in 2008, providing a modern, upscale and intuitively designed hotel experience that allows travelers a place to thrive. Whether stopping by for a few days or settling in for a few weeks, Element hotels proves that time away from home doesn’t mean time away from life. All Element hotels pursue third-party sustainable certifications, furthering the green from the ground up sensibility of the brand. Extended Stay Reimagined.
Tribute PortfolioTM (independent hotels in distinct locations) our newest brand, gives guests access to exceptional independent hotels around the world. From boutique resorts to compelling hotels in choice urban locations, Tribute Portfolio hotels offer inspired style and superior service.
Competition
The hotel and timeshare industries are highly competitive. Competition is generally based on quality and consistency of room, restaurant and meeting facilities and services, attractiveness of locations, availability of a global distribution system, price, the ability to earn and redeem loyalty program points and other factors. We believe that we compete favorably in these areas.
Our properties primarily compete with other hotels and resorts in their geographic markets, including facilities owned by local companies and facilities owned by national and international chains. Our principal competitors include other hotel operating companies, national and international hotel brands, and ownership companies (including hotel Real Estate Investment Trusts). While some of our competitors are private management firms, several are large national and international chains that own and operate their own hotels, as well as manage hotels for third-party owners and sell VOIs, under a variety of brands that compete directly with our brands.
Intellectual Property
We operate in a highly competitive industry and our intellectual property, including brands, logos, trademarks, service marks, and trade dress, is an important component of our business. The success of our business depends, in part, on the increased recognition of our brands and our ability to further develop our brands globally through the use of our intellectual property. To that end, we apply to register and renew our intellectual property, enforce our rights against the unauthorized use of our intellectual property by third parties, and otherwise protect our intellectual property through strategies and in jurisdictions where we reasonably deem appropriate.
Environmental Matters
We are subject to certain requirements and potential liabilities under various foreign and U.S. federal, state and local environmental laws, ordinances and regulations (Environmental Laws). Under such laws, we could be held liable for the costs of removing or cleaning up hazardous or toxic substances at, on, under, or in our currently or formerly owned or operated properties. Such laws may impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of hazardous or toxic substances may adversely affect the owner’s ability to sell or rent such real property or to borrow using such real property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic wastes may be liable for the costs of removal or remediation of such wastes at the treatment, storage or disposal facility, regardless of whether such facility is owned or operated by such person. We use certain substances and generate certain wastes that may be deemed hazardous or toxic under applicable Environmental Laws, and we from time to time have incurred, and in the future may incur, costs related to cleaning up contamination resulting from historic uses of certain of our current or former properties or our treatment, storage or disposal of wastes at facilities owned by others. Other Environmental Laws govern occupational exposure to asbestos-containing materials (ACMs) and require abatement or removal of certain ACMs (limited quantities of which are present in various building materials such as spray-on insulation, floor coverings, ceiling coverings, tiles, decorative treatments and piping located at certain of our hotels) in the event of damage or demolition, or certain renovations or remodeling. Environmental Laws also regulate polychlorinated biphenyls (PCBs), which may be present in electrical equipment. A number of our hotels have underground storage tanks (USTs) and equipment containing chlorofluorocarbons (CFCs); the operation and subsequent removal or upgrading of certain USTs and the use of equipment containing CFCs also are regulated by Environmental Laws. In connection with our ownership, operation and management of our properties, we could be held liable for costs of remedial or other action with respect to PCBs, USTs or CFCs.
U.S. Congress and some U.S. states are considering or have undertaken actions to regulate and reduce greenhouse gas emissions and/or other natural resources. New or revised laws and regulations or new interpretations of existing laws and regulations, such as those related to climate change, supply chain and water risk, could affect the operation of our hotels and/or result in significant additional expense and operating restrictions. The cost impact of such legislation, regulation, or new interpretations would depend upon the specific requirements enacted and cannot be determined at this time.
Environmental Laws are not the only source of environmental liability. Under common law, owners and operators of real property may face liability for personal injury or property damage because of various environmental conditions such as alleged exposure to hazardous or toxic substances (including, but not limited to, ACMs, PCBs and CFCs), poor indoor air quality, radon or poor drinking water quality.
Although we have incurred and expect to incur remediation and various environmental-related costs during the ordinary course of operations, management does not anticipate that such costs will have a material adverse effect on our operations or financial condition.
Seasonality and Diversification
The hotel industry is seasonal in nature; however, the periods during which our properties experience higher revenues vary from property to property and depend principally upon location. Generally, our revenues and operating income have been lower in the first quarter than in the second, third or fourth quarters.
Comparability of Owned Hotel Results
We continually update and renovate our owned, leased and consolidated joint venture hotels. While undergoing renovation, these hotels are generally not operating at full capacity and, as such, these renovations can negatively impact our owned hotel revenues and operating income. Other events, such as the occurrence of natural disasters, may cause a full or partial closure or sale of a hotel, and such events can negatively impact our revenues and operating income. Finally, as we pursue our strategy of reducing our investment in owned real estate assets, the sale of such assets can significantly reduce our revenues and operating income from owned, leased and consolidated joint venture hotels.
Employees
At December 31, 2015, approximately 188,000 people were employed at our corporate offices, owned and managed hotels and vacation ownership resorts, of which approximately 27% were employed in the United States. At December 31, 2015, approximately 24% of the U.S.-based employees were covered by various collective bargaining agreements providing, generally, for basic pay rates, working hours, other conditions of employment and orderly settlement of labor disputes. Generally, labor relations have been maintained in a normal and satisfactory manner, and management believes that our employee relations are satisfactory.
Where You Can Find More Information
We file an annual report on a Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if necessary, amendments to those reports, a proxy statement and other information with the Securities and Exchange Commission (SEC). Our SEC filings are available to the public over the internet at the SEC’s website at http://www.sec.gov. Our SEC filings are also available on our website at http://www.starwoodhotels.com/corporate/investor_relations.html as soon as reasonably practicable after they are filed with or furnished to the SEC. You may also read and copy any document we file with the SEC at its public reference room located at 100 F Street, NE, in Washington, D.C. 20549 on official business days during the hours of 10 a.m. to 3 p.m. Please call the SEC at (800) SEC-0330 for further information. Our filings with the SEC are also available at the New York Stock Exchange. For more information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060. You may also obtain a copy of our filings free of charge by calling Investor Relations at (203) 351-3500.
Item 1A.
Item 1A.
Risk Factors
Risks Relating to Pending Transactions
We Will Be Subject to Various Uncertainties and Contractual Restrictions, Including the Risk of Litigation, While the Planned Marriott Merger is Pending that May Cause Disruption and May Make it More Difficult to Maintain Relationships with Employees, Hotel Owners, Hotel Franchisees, Suppliers or Customers. Uncertainty about the impact of the Planned Marriott Merger on employees, hotel owners, hotel franchisees, suppliers and customers may have an adverse effect on us. Although we intend to take steps designed to reduce any adverse effects, these uncertainties may impair our ability to attract, retain and motivate key personnel until the Planned Marriott Merger is completed, and could cause customers, suppliers and others that deal with us to seek to change existing business relationships with us. For a more detailed description of the Planned Marriott Merger, see Note 28.
Employee retention and recruitment may be challenging before the completion of the Planned Marriott Merger, as employees and prospective employees may experience uncertainty about their future roles with the combined company. If, despite our retention and recruiting efforts, key employees depart or prospective key employees fail to accept employment with us because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company, our financial results could be adversely affected.
The pursuit of the Planned Marriott Merger and the preparation for the integration may place a significant burden on management and internal resources. The diversion of management’s attention away from day-to-day business concerns and any difficulties encountered in the transition and integration process could adversely affect our financial results.
In addition, the merger agreement restricts us, without Marriott’s consent, from making certain acquisitions and taking other specified actions until the Planned Marriott Merger closes or the merger agreement terminates. These restrictions may prevent us from pursuing otherwise attractive business opportunities and making other changes to our business before completion of the Planned Marriott Merger or termination of the merger agreement.
Between November 18, 2015 and December 18, 2015, seven lawsuits challenging the Planned Marriott Merger were filed on behalf of purported stockholders of us in the Circuit Court for Baltimore City, Maryland, captioned Smukler v. Marriott International, Inc., et al., Case No. 24-C-15-005744; Standen v. Starwood Hotels & Resorts Worldwide, Inc., et al., Case No. 24-C-15-006019; Joshua G. Kohnstamm Trust v. Starwood Hotels & Resorts Worldwide, Inc., et al., Case No. 24-C-15-006783; Himstreet v. Aron, et
al., Case No. 24-C-15-006855; Christner v. Starwood Hotels & Resorts Worldwide, Inc., et al., Case No. 24-C-15-006959; French v. Starwood Hotels & Resorts Worldwide, Inc., et al., Case No. 24-C-15-006962; and Daftary v. Aron, et al., Case No. 24-C-15-006988. Mr. Smukler and Mr. Standen (the latter joined by Joshua G. Kohnstamm Trust and Messrs. Christner, French and Daftary) filed amended complaints on January 8, 2016 and January 11, 2016, respectively. The complaints name some combination of our directors, us, Solar Merger Sub 1, Inc., a wholly owned direct subsidiary of Starwood (Holdco), Solar Merger Sub 2, Inc., a wholly owned direct subsidiary of Holdco, Marriott, Mars Merger Sub, Inc., a wholly owned direct subsidiary of Marriott (Marriott Corporate Merger Sub), and Mars Merger Sub, LLC, a wholly owned direct subsidiary of Marriott (Marriott LLC Merger Sub), and others, as defendants. On January 29, 2016, the court consolidated the seven actions. On February 11, 2016, pursuant to a stipulation filed by the parties, the court issued an order dismissing, without prejudice, all claims and all counts against Marriott, Marriott Corporate Merger Sub and Marriott LLC Merger Sub. On February 16, 2016, the court issued an order dismissing the derivative claims of the plaintiffs in the Christner and French actions against all remaining defendants without prejudice and dismissing all remaining claims against all remaining defendants with prejudice. An adverse ruling in any possible appeal of the recent dismissals or any future actions may prevent or delay the Planned Marriott Merger from being completed. Our board of directors has also received demand letters from two purported stockholders alleging that our board of directors breached its fiduciary duties in connection with its approval of the Planned Marriott Merger and demanding that our board of directors conduct an investigation and take other actions. Similar lawsuits may be filed and similar demand letters may be received by us, our board of directors, Marriott and Marriott’s boards of directors in the future.
One of the conditions to the closing of the Planned Marriott Merger is the absence of any judgment, order, law or other legal restraint by a court or other governmental entity of competent jurisdiction that prevents the consummation of the Planned Marriott Merger. Accordingly, if any of the plaintiffs is successful in obtaining an injunction prohibiting the consummation of the Planned Marriott Merger, then such injunction may prevent the Planned Marriott Merger from becoming effective, or delay its becoming effective within the expected time frame.
Failure to Complete the Planned Marriott Merger Could Negatively Impact Our Stock Price and Our Future Business and Financial Results. If the Planned Marriott Merger is not completed, our ongoing business may be adversely affected, and we may be subject to several risks, including the following:
·
being required to pay a termination fee under certain circumstances as provided in the merger agreement;
·
having to pay certain costs relating to the Planned Marriott Merger, such as legal, accounting, financial advisor and other fees and expenses;
·
our stock price could decline to the extent that the current market price reflects a market assumption that the Planned Marriott Merger will be completed; and
·
having had the focus of our management on the Planned Marriott Merger instead of on pursuing other opportunities that could have been beneficial to us.
If the Planned Marriott Merger is not completed, we cannot assure you that these risks will not materialize and will not materially adversely affect our business, financial results and stock price.
The Merger Agreement Contains Provisions that Could Discourage a Potential Competing Acquirer of Us. The merger agreement contains “no shop” provisions that, subject to limited exceptions, restrict our ability to solicit, initiate, or knowingly encourage and facilitate competing third-party proposals for the acquisition of our stock or assets. In addition, before our board of directors withdraws, qualifies or modifies its recommendation on the Planned Marriott Merger or terminates the merger agreement to enter into a third-party acquisition proposal, Marriott generally has an opportunity to offer to modify the terms of the Planned Marriott Merger. In some circumstances, upon termination of the merger agreement, we will be required to pay a termination fee.
These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of us from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed to be received or realized in the Planned Marriott Merger, or might otherwise result in a potential third-party acquirer proposing to pay a lower price to our stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances.
If the merger agreement is terminated and we decide to seek another business combination, we may not be able to negotiate or consummate a transaction with another party on terms comparable to, or better than, the terms of the merger agreement.
Our Ability to Complete the Planned Marriott Merger is Subject to Certain Closing Conditions and the Receipt of Consents and Approvals from Government Entities Which May Impose Conditions That Could Adversely Affect Us or Cause the Planned Marriott Merger to be Abandoned. The merger agreement contains certain closing conditions, including, among others:
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the approval by the holders of a majority of all our outstanding shares of the transactions contemplated by the merger agreement;
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the approval by the holders of a majority of the votes cast at a special meeting called by Marriott in favor of a proposal to issue shares of Marriott common stock to our stockholders pursuant to the merger agreement;
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the absence of any judgment, order, law or other legal restraint by a court or other governmental entity of competent jurisdiction that prevents the consummation of the Planned Marriott Merger;
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the approval for listing by NASDAQ of the shares of Marriott common stock issuable in the Planned Marriott Merger; and
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the completion of the spin-off of our vacation ownership business or, if the Planned Reverse Morris Trust Transaction is not consummated, the completion of another spin-off, split-off or analogous distribution of our vacation ownership business or the sale of our vacation ownership business by us. For a more detailed description of the Planned Reverse Morris Trust Transaction, see Note 27.
We cannot assure you that the various closing conditions will be satisfied, or that any required conditions will not materially adversely affect the combined company following the Planned Marriott Merger or will not result in the abandonment or delay of the Planned Marriott Merger. For instance, the consummation of the disposition of our vacation ownership business may be delayed or not occur, which may cause the Planned Marriott Merger to be delayed or abandoned, or such disposition may occur on terms less favorable to us and our stockholders than the terms of the Planned Reverse Morris Trust Transaction.
In addition, before the Planned Marriott Merger may be completed, various approvals and declarations of non-objection must be obtained from certain regulatory and governmental authorities. These regulatory and governmental entities may impose conditions on the granting of such approvals. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the Planned Marriott Merger or of imposing additional costs or limitations on the combined company following the completion of the Planned Marriott Merger. The regulatory approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the Planned Marriott Merger. In addition, the respective obligations of us and Marriott to complete the Planned Marriott Merger are conditioned on the receipt of certain regulatory approvals or waiver by the other party of such condition.
Any Delay in Completing the Planned Marriott Merger May Reduce or Eliminate the Benefits That We Expect to Achieve. The Planned Marriott Merger is subject to a number of conditions beyond our control that may prevent, delay or otherwise materially adversely affect the completion of the Planned Marriott Merger. We cannot predict whether and when these conditions will be satisfied. Any delay in completing the Planned Marriott Merger could cause the combined company not to realize some or all of the synergies that we and Marriott expect to achieve if the Planned Marriott Merger is successfully completed within the expected time frame.
The Proposed Separation of Our Vacation Ownership Business and Subsequent Merger May Not Be Consummated As or When Planned or At All, or Could Cause Unanticipated Issues. The proposed separation of our vacation ownership business, distribution of the shares of Vistana common stock to Starwood stockholders on a pro rata basis and subsequent merger of Vistana with a wholly-owned subsidiary of ILG may not be consummated as currently contemplated, including as a transaction that is tax-free to Starwood stockholders, may not be consummated at all, or may encounter delays or other roadblocks that we do not currently anticipate, including delays in obtaining necessary regulatory approvals. In addition, the transactions could create issues with our vacation ownership business prior to the consummation of the separation, distribution and subsequent merger with ILG’s wholly-owned subsidiary, or our other businesses, that we do not currently contemplate. Planning and executing the proposed separation, distribution and subsequent merger will require significant time, effort, and expense, and may divert management’s attention from other aspects of our business operations, and any delays in completion of the proposed separation, distribution and subsequent merger may increase the amount of time, effort, and expense that we devote to the transactions, which could adversely affect our operations.
Disruptions in either general market conditions or in the lodging or timeshare business, in particular, could affect our ability to complete the transactions at all, or to complete the transactions on the terms currently anticipated. The proposed separation, distribution and subsequent merger are also subject to customary closing conditions, including approval by ILG stockholders.
In addition, if we complete the proposed separation, distribution and subsequent merger, the actual impact on our business and financial results may differ materially from that which we anticipate. Specifically, the proposed transactions could adversely affect our relationships with our customers or employees (including those of the vacation ownership business) or disrupt our operations. ILG could also face unanticipated problems in integrating our vacation ownership business, and thus our stockholders may not achieve the anticipated benefits of the transactions.
Furthermore, completing the separation of our vacation ownership business, distribution of the shares of Vistana common stock to Starwood stockholders on a pro rata basis and subsequent merger of Vistana with ILG’s wholly-owned subsidiary, or an analogous separation or distribution of the vacation ownership business from Starwood or a sale of the vacation ownership business, is a closing condition to the Planned Marriott Merger. If we are unable to complete the separation, distribution and subsequent merger or a comparable transaction, we may be unable to complete the Planned Marriott Merger.
Risks Relating to Our Business and Industry
We Are Subject to the Business, Financial and Operating Risks Common to the Hotel Business and Vacation Ownership and Residential Business, Any of Which Could Reduce Our Revenues and Limit Opportunities for Growth. Business, financial and operating risks common to the hotel business and vacation ownership and residential business include:
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significant competition from hospitality providers in all parts of the world;
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the costs and administrative burdens associated with complying with applicable laws and regulations in the U.S. and in all of the other countries in which we operate;
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delays in or cancellations of planned or future development or refurbishment projects;
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changes in desirability of geographic regions of the hotels or timeshare resorts in our business, geographic concentration of our operations and customers (including certain concentration in new and emerging markets), and shortages of desirable locations for development;
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decreases in the demand for transient rooms, vacation ownership interests, residential products and related lodging services, including a reduction in business travel as a result of alternatives to in-person meetings (including virtual meetings hosted online or over private teleconferencing networks) or due to general economic conditions;
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decreased corporate or governmental travel-related budgets and spending, as well as cancellations, deferrals or renegotiations of group business such as industry conventions;
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negative public perception of corporate travel-related activities;
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statements, actions, or interventions by governmental officials related to travel, meetings or other aspects of hotel business and operations;
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the increasing influence and reliance on technology for distribution channels and the impact of internet intermediaries and other new industry entrants on supply, pricing and the value of our brands;
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health, safety and environmental laws, rules and regulations and other governmental and regulatory action;
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changes in operating costs including, but not limited to, energy, water, labor costs (including the impact of labor shortages and unionization), food costs, workers’ compensation and health-care related costs, insurance and unanticipated costs such as acts of nature and their consequences;
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disputes with owners of properties which may lead to the termination of our management or franchise agreements or result in litigation;
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the availability and cost of capital to allow us and hotel owners and franchisees to fund construction and renovations;
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the financial condition of third-party owners, developers, franchisees and joint venture partners; and
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cyclical over-building in the hotel business and residential and vacation ownership business.
Macroeconomic and Other Factors Beyond Our Control Can Adversely Affect and Reduce Demand For Our Products and Services. Macroeconomic and other factors beyond our control that could adversely affect and reduce demand for our products and services include, but are not limited to:
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changes in general economic conditions, including low consumer confidence, unemployment levels and the severity and duration of downturns in the United States, Europe, Asia and elsewhere across the world;
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war, political conditions and civil unrest, terrorist activities or threats and heightened travel security measures instituted in response thereto;
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natural or man-made disasters, such as earthquakes, tsunamis, tornadoes, hurricanes, typhoons, floods, drought, volcanic eruptions, oil spills and nuclear incidents;
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conditions which negatively shape public perception of travel, including travel-related accidents and travelers’ fears of exposures to contagious diseases;
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the financial condition of the airline, automotive and other transportation-related industries;
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the physical risks of climate change and/or availability and quality of natural resources, such as a secure and economical supply of water or energy in some locations; and
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fluctuations in foreign exchange rates or stock markets of global economies particularly in markets in which we operate.
If We Are Unable to Maintain Existing Management and Franchise Agreements or Obtain New Agreements on as Favorable Terms, Our Operating Results May Be Adversely Affected. We are impacted by our relationships with hotel owners and franchisees. Our hotel management and franchise contracts are typically long-term arrangements but most allow the hotel owner to terminate the agreement in certain circumstances. With respect to management agreements, such instances may include our failure to meet certain financial or performance criteria, the bankruptcy of the hotel owner and, in certain cases, the sale of the property. A significant loss of agreements due to premature terminations could adversely affect our operating results. In addition, the terms of our hotel management and franchise agreements can be impacted by contract terms offered by our direct or indirect competitors, among other things. We cannot assure you that any of our current arrangements will continue or that we will be able to enter into future collaborations, renew agreements, or enter into new agreements in the future on terms that are as favorable to us as those that exist today.
Macroeconomic and other factors outside of our control could also have a significant negative impact on the financial condition and viability of our hotel property owners. Additionally, the nature of responsibilities under these management and franchise arrangements may give rise to disagreements with the property owners. The resolution of any disputes with property owners could be very expensive for us, even if the outcome is ultimately decided in our favor. We cannot predict the outcome of any arbitration or litigation, the effect of any negative judgment against us or the amount of any settlement that we may enter into with any third party. An adverse result in any of these proceedings could materially adversely affect our results of operations. Furthermore, specific to our industry, some courts have applied principles of agency law and related fiduciary standards to managers of third-party hotel properties, which means that property owners may assert the right to terminate agreements even where the agreements do not expressly provide for termination. In the event of any such termination, we may need to enforce our right to damages for breach of contract and related claims and incur significant legal fees and expenses. Any damages we ultimately collect could be less than the projected value of the fees and other amounts we would have otherwise collected under the management agreement. Consequently, our operating results would be adversely affected if we could not maintain existing management or franchise agreements or obtain new agreements on as favorable terms as the existing agreements.
The Global Economy Generally May Continue to Impact Our Financial Results and Growth. Consumer demand for our services is closely linked to the performance of the general economy and specific performance of the lodging industry and is sensitive to business and personal discretionary spending levels. Weak economic conditions in Europe, Latin America, China and other parts of the world, potential disruptions in the U.S. economy, political instability, civil or economic strife, terrorist or other war-like activity, and changes in government policies in some areas throughout the world, and the uncertainty over how long any of these conditions will continue, could have a negative impact on the hotel business and vacation ownership and residential business by decreasing the revenues and profitability of our owned properties, limiting the amount of fee revenues we are able to generate from our managed and franchised properties, and reducing overall demand for timeshare intervals. Substantial increases in travel costs could also reduce demand for our hotel rooms and interval and fractional timeshare products. Accordingly, our financial results may be impacted by such economic conditions and both our future financial results and growth could be harmed if economic conditions worsen. In certain cases, we have entered into third-party hotel management contracts which contain performance guarantees specifying that certain operating metrics will be achieved. As a result of a global economic downturn, we may not meet the requisite performance levels, and we may be forced to loan or contribute monies to fund the shortfall of performance levels or terminate the management contract. For a more detailed description of our performance guarantees, see Note 24 of the consolidated financial statements.
Our Revenues, Profits, or Market Share Could Be Harmed If We Are Unable to Compete Effectively. The hotel, vacation ownership and residential industries are highly competitive. Our properties compete for customers with other hotel and resort properties, ranging from national and international hotel brands to independent, local and regional hotel operators, and, with respect to our vacation ownership resorts and residential projects, with owners reselling their VOIs, including fractional ownership, or apartments. We also compete with other vacation options such as cruises, as well as alternative lodging arrangements in which residential properties in locations throughout the world are marketed, reserved and rented in a manner consistent with hotels. Furthermore, new or existing competition that uses a business model that is different from our business model may challenge our ability to remain competitive. We compete based on a number of factors, including quality and consistency of rooms, restaurant and meeting facilities and services, attractiveness of locations, availability of a global distribution system, the ability to earn and redeem loyalty program points, and consumer facing technology platforms and services. Some of our competitors may have substantially greater marketing and financial resources than we do, and if we are unable to successfully compete in these areas, our operating results could be adversely affected.
Moreover, our present growth strategy for development of additional hotels entails entering into and maintaining various management agreements, franchise agreements, and leases with property owners. We compete with other hotel companies for this business primarily on the basis of fees, contract terms, brand recognition, and reputation. In connection with entering into these agreements, we may be required to make investments in, or guarantee the obligations of, third parties or guarantee minimum income to third parties. The terms of our management agreements, franchise agreements, and leases for each of our hotels are influenced by contract terms offered by our competitors, among other things. We cannot assure you that any of our current arrangements will continue or that we will be able to enter into future collaborations, renew agreements, or enter into new agreements in the future on terms that are as favorable to us as those that exist today.
Degradation in the Quality or Reputation of Our Brands Could Adversely Affect Our Financial Results and Growth. For our owned, managed and franchised properties to remain attractive and competitive, the property owners and we have to spend money periodically to keep the properties well maintained, modernized and refurbished. This creates an ongoing need for cash. Third-party property owners may be unable to access capital or unwilling to spend available capital when necessary, even if required by the terms of our management or franchise agreements. To the extent that property owners and we cannot fund expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. Failure to make the investments necessary to maintain or improve such properties, act in accordance with applicable brand standards or project a consistent brand image could adversely affect the quality and reputation of our brands. Moreover, third-party owners or franchisees may be unwilling or unable to incur the cost of complying with brand standards for new and existing brands as such brands may evolve from time to time. If the reputation or perceived quality of our brands declines, our market share, reputation, business, financial condition or results of operations could be affected.
External Perception of Our Hotels Could Harm Our Brands and Reputation As Well As Reduce Our Revenues and Lower Our Profits. Our brands and our reputation are among our most important assets. Our ability to attract development partners and franchisees and to attract and retain guests depends, in part, upon the external perceptions of Starwood and our ten brands, the quality of our hotels and services and our corporate and management integrity. There is a risk to our brands and our reputation if we fail to act responsibly or comply with regulatory requirements in a number of areas, such as safety and security, sustainability, responsible tourism, environmental management, human rights and support for local communities. The considerable increase in the use of social media over recent years has greatly expanded the potential scope and scale, and increased the rapidity of the dissemination of the negative publicity that could be generated by any such adverse incident or failure. An adverse incident involving our associates or our guests, or in respect of our third-party vendors or owners and the industry, and any media coverage resulting therefrom, may harm our brands and reputation, cause a loss of consumer confidence in Starwood, our brands or the industry, and negatively impact our results or operations.
Any Failure to Protect our Intellectual Property Could Have a Negative Impact on the Value of Our Brands and Adversely Affect Our Business. We believe our intellectual property is an important component of our business. We rely on trademark laws to protect our proprietary rights. The success of our business depends in part upon our continued ability to use our trademarks to increase brand awareness and further develop our brand in both domestic and international markets. From time to time, we apply to have certain trademarks registered and there is no guarantee that such trademark registrations will be granted. Further, monitoring the unauthorized use of our intellectual property is difficult. Litigation and similar proceedings have been and may continue to be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Actions of this type could result in substantial costs and diversion of resources, may result in counterclaims or other claims against us and could significantly harm our results of operations. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States. We cannot assure you that all of the steps we have taken to protect our trademarks in the United States and foreign countries will be sufficient to prevent imitation of our trademarks by others. The unauthorized reproduction of our trademarks could diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could adversely affect our business. Third parties may also make claims against us for infringing their intellectual property, including patent, copyright, industrial design, trademarks or similar rights that could result in causing us to change our property designs or other branding and result in substantial costs and diversion of resources.
Our Dependence On Lodging Development Exposes Us to Timing, Budgeting and Other Risks. We participate in the development of lodging properties, as suitable opportunities arise, taking into consideration the general economic climate. In addition, the owners and developers of new-build hotel and mixed use properties that we have entered into management or franchise agreements with are subject to these same risks which may impact the amount and timing of fees we had expected to collect from those properties. New lodging project development has a number of risks, including risks associated with:
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construction delays or cost overruns that may increase project costs;
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receipt of zoning, occupancy and other required governmental permits and authorizations;
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development costs incurred for projects that are not pursued to completion;
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so-called acts of God such as earthquakes, hurricanes, floods or fires that could adversely impact a project;
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defects in design or construction that may result in additional costs to remedy or require all or a portion of a property to be closed during the period required to rectify the situation;
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ability to raise capital;
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funding that is dependent upon the pre-leasing, sell-out or completion of mixed-use project components other than the hotel; and
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governmental restrictions on the nature or size of a project or timing of completion.
We cannot assure you that any development project, including sites held for development of vacation ownership resorts, will in fact be developed, and, if developed, the time period or the budget of such development may be greater than initially contemplated and the actual number of units or rooms constructed may be less than initially contemplated.
International Operations Are Subject to Unique Political and Monetary Risks that Could Adversely Affect Our Financial Results and Growth. We have significant international operations which as of December 31, 2015 included 174 owned, managed or franchised properties in Europe (including 10 properties with majority ownership); 87 managed or franchised properties in Africa and the Middle East; 97 owned, managed or franchised properties in Latin America (including eight properties with majority ownership); and 317 owned, managed or franchised properties in the Asia Pacific region (including three properties with majority ownership). Additionally, our current growth strategy is heavily dependent upon growth in international markets. As of December 31, 2015, 75% of our pipeline represented growth outside North America. Further, 52% of our pipeline represents new properties in Asia Pacific and 35% represents new growth in China alone.
International operations generally are subject to various political, geopolitical, and other risks that are not present in U.S. operations. These risks include the difficulties involved in managing an organization doing business in many different countries, exposure to local economic conditions, potential adverse changes in the diplomatic relations between foreign countries and the United States, including the threat of international boycott or U.S. anti-boycott legislation, hostility from local populations, including the risk of war, acts of terrorism, political instability and civil unrest in the Middle East, Eastern Europe, Southeast Asia and elsewhere, restrictions on the repatriation of non-U.S. earnings and withdrawal of foreign investments, restriction on the ability to pay dividends and remit earnings to affiliated companies and management or franchise fees to the United States, uncertainty as to the enforceability of contractual rights and intellectual property rights under local law, conflicts between local law and United States law and compliance with complex and changing laws, regulations and policies. In addition, as described below, sales in international jurisdictions typically are made in local currencies, which subject us to risks associated with currency fluctuations. Currency devaluations and unfavorable changes in international monetary and tax policies could have a material adverse effect on our profitability and financing plans, as could other changes in the international regulatory climate and international economic conditions. If our international expansion plans are unsuccessful, our financial results could be materially adversely affected.
Exchange Rate Fluctuations and Foreign Exchange Hedging Arrangements Could Result in Significant Foreign Currency Gains and Losses and Impact Our Business Results. Conducting business in currencies other than the U.S. dollar subjects us to fluctuations in currency exchange rates that could have a negative impact on financial results. We earn revenues and incur expenses in foreign currencies as part of our operations outside of the U.S. As a result, fluctuations in currency exchange rates may significantly increase the amount of translated U.S. dollars required for expenses outside the U.S. or significantly decrease the U.S. dollars received from foreign currency revenues. We also have exposure to currency translation risk because, generally, the results of our business outside of the U.S. are reported in local currency and then translated to U.S. dollars for inclusion in our consolidated financial statements. As a result, changes between the foreign exchange rates and the U.S. dollar will affect the recorded amounts of our foreign assets, liabilities, revenues and expenses and could have a negative impact on financial results. Our exposure to foreign currency exchange rate fluctuations will grow if the relative contribution of our operations outside the U.S. increases.
To attempt to mitigate foreign currency exchange rate exposure, we may enter into foreign exchange hedging agreements with financial institutions to reduce certain of our exposures to fluctuations in currency exchange rates. However, these hedging agreements may not eliminate foreign currency risk entirely and involve costs and risks of their own in the form of transaction costs, credit requirements and counterparty risk.
Third-Party Internet Reservation or Booking Channels May Negatively Impact Our Revenues. Some of our hotel rooms are booked through third-party internet travel intermediaries such as Expedia.com® , Orbitz.com®, Booking.com®, and CTrip.com®, as well as lesser-known online travel service providers. In addition, travelers can book stays on websites that facilitate the short-term rental of homes and apartments from owners, thereby providing an alternative to hotel rooms. As the percentage of internet bookings increases, these intermediaries may be able to obtain more volume or better rates. Some internet reservation intermediaries are attempting to commoditize hotel rooms by increasing the importance of price and general indicators of quality (such as “three-star downtown hotel”) at the expense of brand identification, which is among our most important assets. Moreover, third-party reservation channels may be able to obtain higher commissions, reduced room rates or other significant contract concessions from us. Over time, consumers may develop loyalties to third-party internet reservations systems rather than to our online booking tools or our lodging brands. Although we expect to derive most of our revenues from traditional channels and our websites, our business and profitability could be adversely affected if customer loyalties significantly shift from our lodging brands to their travel services, diverting bookings away from our websites, or through their fees increasing the overall cost of internet bookings for our hotels.
A Failure to Keep Pace With Developments in Technology Could Impair Our Operations or Competitive Position. The hospitality industry continues to demand the use of sophisticated technology and systems including technology utilized for property management, brand assurance and compliance, procurement, reservation systems, operation of our Starwood Preferred Guest customer loyalty program, distribution, revenue management and guest amenities. These technologies can be expected to require refinements,
including complying with legal requirements in connection with privacy and/or security regulations, requirements, and commitments established by third parties such as the payment card industry, and there is the risk that advanced new technologies will be introduced. Further, the development and maintenance of these technologies may require significant capital. There can be no assurance that as various systems and technologies become outdated or new technology is required, we will be able to replace or introduce them as quickly as our competition or within budgeted costs and timeframes. Further, there can be no assurance that we will achieve the benefits that may have been anticipated from any new technology or system.
Cyber Threats and the Risk of Data Breaches or Disruptions of Our Information Technology Systems Could Harm Our Brand and Adversely Affect Our Business. Our business involves the processing, use, storage and transmission of personal information regarding our employees, customers, hotel owners, and vendors for various business purposes, including marketing and promotional purposes. The protection of personal as well as proprietary information is critical to us. We are dependent on information technology networks and systems to process, transmit and store proprietary and personal information, and to communicate among our various locations around the world, which may include our reservation systems, vacation exchange systems, hotel/property management systems, point of sale systems, customer and employee databases, call centers, administrative systems, and third-party vendor systems. We store and process such proprietary and personal information both at onsite facilities and at third-party owned facilities, including for example, in a third-party hosted cloud environment. The complexity of this infrastructure and the shared control and management of hotel systems contributes to the potential risk of security breaches. We rely on the security of our information systems, and those of our vendors, owners and other authorized third parties, to protect our proprietary and personal information.
Despite our efforts, information networks and systems may be vulnerable to threats such as system, network or internet failures; computer hacking or business disruption; cyber-terrorism; viruses, worms or other malicious software programs; employee error, negligence, fraud, or misuse of systems; or other unauthorized attempts to access, acquire, misuse, modify or delete our proprietary and personal information, including payment card information. In November 2015, we first announced the point of sale systems of a limited number of our hotels in North America were infected with malware, enabling unauthorized parties to access payment card data of some customers. Based on extensive investigation, we determined that the malware affected certain restaurants, gift shops and other point of sale systems at the relevant Starwood properties. There is no indication that our guest reservation or Starwood Preferred Guest membership systems were impacted, nor is there any evidence that other customer information, such as contact information, social security numbers, or PINs, were affected by this issue. Although we have taken steps to address this issue, as well as related concerns, by implementing network security and internal controls, there can be no assurance that a system failure, unauthorized access, or breach will not occur again, including breaches of payment card information in point of sale systems as publicly disclosed by us.
Any compromise of our networks or systems, public disclosure, or loss or other compromise to our personal or proprietary information, non-compliance with contractual or legal obligations regarding personal information, or a violation of a privacy or security policy or requirement pertaining to personal information could result in a disruption to our operations; damage to our reputation and a loss of confidence from our customers, employees or others; legal claims or proceedings, liability under laws that protect personal information, regulatory penalties, and fines, assessments and other liabilities imposed by the payment card organizations or others, potentially resulting in significant monetary damages, regulatory enforcement actions, fines, and/or criminal or civil prosecution in one or more jurisdictions; and subjecting us to additional regulatory scrutiny, or additional costs and liabilities which could have a material adverse effect on our brand reputation, business, operations or financial condition.
Changes in Privacy Law Could Increase Our Operating Costs and/or Adversely Impact Our Ability to Market Our Products, Properties and Services Effectively. We are subject to numerous laws, regulations, and contractual obligations designed to protect personal information, including Member State implementation of the European Union Directive on Data Protection, other foreign data privacy laws, various U.S. federal and state laws, and credit card industry security standards and other applicable information security standards. We have established policies and procedures to help protect the privacy and security of our information. However, every year the number of laws, regulations, and information security requirements continue to grow, as does the complexity of such laws and requirements. Further, privacy regulations, on occasion, may be inconsistent from one jurisdiction to another. As of October 6, 2015, the European Union no longer recognizes the U.S. Safe Harbor program. In the event the European Union makes similar decisions regarding the validity of Binding Corporate Rules or Model Clauses, it may adversely impact our ability to transfer personal data from the European Economic Area. Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our guests.
We Depend on Senior Management to Achieve Our Operating Strategies. Our future success depends in large part upon the efforts of our senior management. Competition for such personnel is intense. Furthermore, our headquarters are located in Stamford, Connecticut, an area where cost of living is higher than in other areas of the United States and as a result, we may need to pay more to attract senior talent than our competitors located elsewhere. There can be no assurance that we will continue to be successful in attracting and retaining top personnel. Accordingly, there can be no assurance that our senior management will be able to successfully execute and implement our operating strategies.
Significant Owners of Our Properties May Concentrate Risks. There is potential for a concentration of ownership of hotels operated under our brands by any single owner. Following the acquisition of the Le Méridien brand business and a large disposition transaction to one ownership group in 2006, single ownership groups own significant numbers of hotels operated by us. While the risks associated with such ownership are no different than exist generally (i.e., the financial position of the owner, the overall state of the relationship with the owner and their participation in optional programs and the impact on cost efficiencies if they choose not to participate), they are more concentrated. If an owner with a considerable portfolio of hotels were to leave our system, it may have a significant impact in certain of our markets and on our financial condition and results of operations.
Our Real Estate Investments Subject Us to Numerous Risks. We are subject to the risks that generally relate to investments in real property because we own and lease hotels and resorts. The investment returns available from equity investments in real estate depend in large part on the amount of income earned and capital appreciation generated by the related properties, and the expenses incurred. In addition, a variety of other factors affect income from properties and real estate values, including governmental regulations, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and/or time-consuming to develop real property or expand, modify or renovate hotels. When interest rates increase, the cost of acquiring, developing, expanding or renovating real property increases and real property values may decrease as the number of potential buyers decreases. Similarly, as financing becomes less available, it becomes more difficult both to acquire and to sell real property. Finally, under eminent domain laws, governments can take real property. Sometimes this taking is for less compensation than the owner believes the property is worth. Despite our asset-light strategy, our real estate properties could be impacted by any of these factors, resulting in a material adverse impact on our results of operations or financial condition. In addition, equity real estate investments are difficult to sell quickly and we may not be able to sell our owned hotels quickly in response to our plans or economic or other conditions. If our properties do not generate revenue sufficient to meet operating expenses, including debt service and capital expenditures, our income will be adversely affected.
We May Be Subject to Environmental Liabilities. Our properties and operations are subject to a number of Environmental Laws. Under such laws, we could be held liable for the costs of removing or cleaning up hazardous or toxic substances at, on, under, or in our currently or formerly owned or operated properties. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of hazardous or toxic substances may adversely affect the owner’s ability to sell or rent such real property or to borrow using such real property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic materials or wastes may be liable for the costs of extraction, removal or remediation of such wastes at the treatment, storage or disposal facility, regardless of whether such facility is owned or operated by such person. We use certain substances and generate certain wastes that may be deemed hazardous or toxic under applicable Environmental Laws, and we from time to time have incurred, and in the future may incur, costs related to cleaning up contamination resulting from historic uses at certain of our current or former properties or our treatment, storage or disposal of wastes at facilities owned by others. Other Environmental Laws govern occupational exposure to ACMs and require abatement or removal of certain ACMs (limited quantities of which are present in various building materials such as spray-on insulation, floor coverings, ceiling coverings, tiles, decorative treatments and piping located at certain of our hotels) in the event of damage or demolition, or certain renovations or remodeling. Environmental Laws also regulate PCBs, which may be present in electrical equipment. A number of our hotels have USTs and equipment containing CFCs; the operation and subsequent removal or upgrading of certain USTs and the use of equipment containing CFCs also are regulated by Environmental Laws. In connection with our ownership, operation and management of our properties, we could be held liable for costs of remedial or other action with respect to PCBs, USTs or CFCs.
U.S. Congress, some U.S. states and various countries are considering or have undertaken actions to regulate and reduce greenhouse gas emissions and/or other natural resources. New or revised laws, taxes and regulations, or new interpretations of existing laws and regulations, such as those related to climate change, supply chain and water risk, could affect the operation of our hotels and/or result in significant additional expense and operating restrictions on us. The cost impact of such legislation, regulation, tax or new interpretations would depend upon the specific requirements enacted and cannot be determined at this time.
The potential for changes in the frequency, duration and severity of extreme weather events that may be a result of climate change could lead to significant property damage at our hotels and other assets, impact our ability to obtain insurance coverage in areas that are most vulnerable to such events, such as the coastal resort areas where we operate and have a negative effect on revenues.
We Could Be Adversely Affected by Violations of the U.S. Foreign Corrupt Practices Act and Similar Anti-Corruption Laws. Our business operations in countries outside the United States are subject to anti-corruption laws and regulations, including restrictions imposed by the U.S. Foreign Corrupt Practices Act (FCPA). The FCPA and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or any other person for the purpose of obtaining or retaining business. We operate in many parts of the world where government corruption has existed to some degree and, in certain circumstances, our compliance with anti-corruption laws may conflict with local customs and practices. We train our employees concerning compliance with anti-corruption laws, and notify our third-party hotel and resort owners that we require strict compliance with the anti-corruption laws of the jurisdictions where we operate. We also have policies,
procedures and controls in place applicable to our employees and third-party business partners and agents who work with us or on our behalf in order to enforce and monitor internal and external compliance with anti-corruption laws. We cannot provide assurance that our internal controls and procedures will always protect us from reckless or criminal acts committed by our employees or third-parties with whom we work. If we are found liable for violations of the FCPA or similar anti-corruption laws in other jurisdictions, either due to our own acts or out of inadvertence, or due to the acts or inadvertence of others, we could suffer criminal or civil penalties which could have a material and adverse effect on our results of operations, financial condition and cash flows.
Failure to Comply With Sanction Laws May Adversely Impact Our Business. From time to time, the United States imposes sanctions that restrict U.S. companies from engaging in business activities with certain persons or entities, foreign countries, or foreign governments that it determines are adverse to U.S. foreign policy interests.
For example, the United States has issued an executive order that prohibits U.S. companies from engaging in certain business activities with the government of Syria, a country that the United States has identified as a state sponsor of terrorism. During fiscal 2015, a foreign subsidiary of Starwood generated less than $15,000 of revenue from management and other fees from long standing relationships with hotels located in Syria. This amount constitutes significantly less than 1% of our worldwide annual revenues. We believe our activities in Syria are in full compliance with U.S. and local law. At any time, the United States may impose additional sanctions against Syria or any other country where we may have ongoing activities. If so, our existing activities may be adversely affected, depending on the nature of the sanctions that might be imposed.
Further, our activities in countries or with persons that are subject to U.S. sanction laws may reduce demand for our stock among certain investors. Any restrictions on Starwood’s ability to conduct its business operations across the world could negatively impact our financial results.
Our Insurance Policies May Not Cover All Potential Losses. We maintain insurance coverage for liability, property, business interruption, and other risks with respect to our corporate operations and owned and leased properties. In addition, we may make select insurance programs available to owners of properties we manage or franchise. These policies offer coverage terms and conditions that we believe are usual and customary for our industry. Generally, our “all-risk” property policies provide that coverage is available on a per occurrence basis and that, for each occurrence, there is a limit as well as various sub-limits on the amount of insurance proceeds we will receive in excess of applicable deductibles. In addition, there may be aggregate limits or sub-limits under the policies. Our property policies also provide coverage for earthquake, named windstorm and flood events. If an insurable event occurs that affects more than one of our owned hotels and/or managed or franchised hotels owned by third parties that participate in our insurance program, the claims from each affected hotel may be considered together per policy provisions to determine whether the per occurrence limit, annual aggregate limit or sub-limits, depending on the type of claim, have been reached. If the limits or sub-limits are exceeded, each affected hotel may only receive a proportional share of the amount of insurance proceeds provided for under the policy. In addition, under those circumstances, claims by third-party owners will reduce the coverage available for our owned and leased properties.
In addition, there are also other risks including but not limited to war, certain forms of terrorism such as nuclear, biological or chemical terrorism, political risks, some environmental hazards and/or “Acts of God” that may be deemed to fall completely outside the coverage of our policies or may be uninsurable or cost prohibitive to justify insuring against.
We may also encounter challenges with a Starwood and/or Third-Party Owners’ insurance provider regarding whether it can or will pay a claim(s) that we believe to be covered under the policy. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in a hotel or resort, as well as the anticipated future revenue from the hotel or resort. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.
Our Acquisitions/Dispositions and Investments in New Brands or Businesses May Ultimately Not Prove Successful and We May Not Realize Anticipated Benefits. We consider corporate as well as property acquisitions, dispositions and investments for our businesses. In many cases, we compete for these opportunities with third parties who may have substantially greater financial resources or different or lower acceptable financial metrics than we do. There can be no assurance that we will be able to identify acquisition, disposition or investment candidates or complete transactions on commercially reasonable terms or at all. If transactions are consummated, there can be no assurance that any anticipated benefits will actually be realized. Similarly, there can be no assurance that we will be able to obtain additional financing for acquisitions or investments, or that the ability to obtain such financing will not be restricted by the terms of our debt agreements.
We periodically review our business to identify properties or other assets that we believe either are non-core, no longer complement our business, are in markets which may not benefit us as much as other markets during an economic recovery or could be sold at significant premiums. We are focused on restructuring and enhancing real estate returns and monetizing investments, and from time to time, may attempt to sell these identified properties and assets. There can be no assurance however, that we will be able to complete dispositions on commercially reasonable terms or at all or that any anticipated benefits will actually be received.
In the future, we may develop and launch additional brands or make investments in new businesses that complement our existing businesses. For example, in 2015 we launched our newest brand, Tribute Portfolio™. In addition, leveraging our ownership interest in Design Hotels, AG, in 2015 we announced an expanded partnership pursuant to which a subset of their independent hotels with design aesthetics distinct from our 10 brands participate as partner hotels in the SPG program and are available for booking through our websites and call centers. There can be no assurance regarding the level of acceptance of new brands or our investments in new businesses by the development and consumer marketplaces, that the cost incurred in developing and integrating new brands or investments will be recovered or will not negatively impact our existing businesses, or that the anticipated benefits from these new brands or investments will be realized.
Investing Through Partnerships or Joint Ventures Decreases Our Ability to Manage Risk. In addition to acquiring or developing hotels and resorts or acquiring companies that complement our business directly, we have from time to time invested, and expect to continue to invest, as a co-venturer. Joint venturers often have shared control over the operation of the joint venture assets. Therefore, joint venture investments may involve risks such as the possibility that the co-venturer in an investment might become bankrupt or not have the financial resources to meet its obligations, and should a joint venture partner become bankrupt we could become liable for our partner’s share of joint venture liabilities. Also, our joint venture partner may have economic or business interests or goals that are inconsistent with our economic or business interests or goals, may be in a position to take action contrary to our instructions or may make requests contrary to our policies or objectives. Further, we may be unable to take action without the approval of our joint venture partners and, alternatively, our joint venture partners could take actions binding on the joint venture or partnership without our consent. Therefore, actions by a co-venturer might subject the assets owned by the joint venture or partnership to additional risk. There can be no assurance that our investments through partnerships or joint ventures will be successful despite these risks.
Our Vacation Ownership Business is Subject to Extensive Regulation and Risk of Default. We market and sell VOIs, which typically entitle the buyer to occupancy of a fully-furnished resort unit for a specific time period on either an annual or an alternate-year basis. We also acquire, develop and operate vacation ownership resorts, and provide financing to purchasers of VOIs. These activities are all subject to extensive regulation by the U.S. federal government, states or other jurisdictions in which vacation ownership resorts are located and in which VOIs are marketed and sold including regulation of our telemarketing activities under state and federal “Do Not Call” laws. In addition, the laws of most jurisdictions in which we sell VOIs grant the purchaser the right to rescind the purchase contract for any reason within a statutory rescission period. Laws in some of the jurisdictions would impose liability on us as the developer of the resort for certain construction related defects. Although we believe that we are in material compliance with all applicable federal, state, local and foreign laws and regulations to which vacation ownership marketing, sales and operations are currently subject, changes in these requirements, or a determination by a regulatory authority that we were not in compliance, could adversely affect us. In particular, increased regulations of telemarketing activities could adversely impact the marketing of our VOIs.
We bear the risk of defaults under purchaser mortgages on VOIs. If a VOI purchaser defaults on the mortgage during the early part of the loan amortization period, we will not have recovered the marketing, selling (other than commissions in certain events), and general and administrative costs associated with such VOI, and such costs will be incurred again in connection with the resale of the repossessed VOI. Accordingly, there is no assurance that the sales price will be fully or partially recovered from a defaulting purchaser or, in the event of such defaults, that our allowance for losses will be adequate.
Our Revenues are Highly Dependent on the Travel Industry and Declines in or Disruptions to the Travel Industry, Such as Those Caused by Natural or Man-Made Disasters, Contagious Disease, Terrorist Activity, Political or Civil Unrest and War, May Adversely Affect Us. Our financial and operating performance may be adversely affected by so called “Acts of God.” Hurricanes, earthquakes, tsunamis, and other man-made or natural disasters in recent years, such as Hurricane Odile in Mexico in 2014, the earthquake and tsunami in Japan in 2011, as well as the spread or fear of spread of contagious diseases like Zika or Ebola, could cause a decline in the level of business and leisure travel in certain regions or as a whole, and reduce the demand for lodging. Actual or threatened war, terrorist activity, political unrest, or civil strife, such as recent events in Paris, Jakarta, Turkey, Ukraine, Yemen, Syria and Egypt, and other geopolitical uncertainty could have a similar effect on our revenues or on our growth strategy. Any one or more of these events may reduce the overall demand for hotel rooms or limit the prices that we can obtain for them, both of which could adversely affect our profits.
Changes in U.S. Federal, State and Local or Foreign Tax Law, Interpretations of Existing Tax Law, or Adverse Determinations by Tax Authorities, Could Increase Our Tax Burden or Otherwise Adversely Affect Our Financial Condition or Results of Operations. We are subject to taxation at the federal, state or provincial and local levels in the U.S. and various other countries and jurisdictions. Our future effective tax rate could be affected by changes in the composition of earnings in jurisdictions with differing tax rates, changes in statutory rates and other legislative changes, including those that may result from the Base Erosion Profit Shifting, or BEPS, initiative being conducted by the Organization for Economic Co-operation and Development, or OECD, and from the anti-tax avoidance package being proposed by the European Commission. Furthermore, changes in the valuation of our deferred tax assets and liabilities or changes in determinations regarding the jurisdictions in which we are subject to tax or the amount of income allocated to such jurisdictions could negatively impact our effective tax rate. From time to time, the U.S. federal, state and local and foreign governments make substantive changes to tax rules and their application, which could result in materially higher corporate taxes than would be incurred under existing tax law and could adversely affect our financial condition or results of operations.
Our effective tax rate includes benefits associated with tax incentives in Singapore and tax-exempt income earned from certain of our operations in Luxembourg. The Singapore tax incentive is based on a ruling subject to renewal and next expires in 2016. The tax-exempt income from our operations in Luxembourg is based on application of the current income tax laws and treaties. Provided that no significant changes in facts, laws or circumstances occur, we expect that we will be able to renew the Singapore ruling at similar terms and continue to benefit from the current tax laws and treaties that allow for tax-exempt treatment of the income earned in Luxembourg. If changes in facts, laws, circumstances or interpretations of law occur, our effective tax rate and deferred tax balances could be significantly impacted.
We record tax expense based in part on our estimates of expected future tax rates, reserves for uncertain tax positions in multiple tax jurisdictions, and valuation allowances related to certain net deferred tax assets, including net operating loss carryforwards. We are subject to ongoing and periodic tax audits and disputes relating to federal, state, local and foreign tax matters. For example, we are under regular audit by the Internal Revenue Service (IRS). We have received certain Notices of Proposed Adjustment from the IRS for years 2007 through 2009; however, we disagree with the IRS on certain of these adjustments and have filed a formal appeals protest to dispute them.
An unfavorable outcome from this or any other tax audit could result in higher tax costs, penalties and interest, thereby adversely impacting our financial condition or results of operations.
Failure to Compete Regarding Key Associates May Adversely Impact Our Business. Our success depends in large part on our ability to attract, retain, train, manage and engage our key associates. Our properties are staffed 24 hours a day, seven days a week by thousands of associates around the world. If we and our franchisees are unable to attract, retain, train and engage skilled associates, our ability to manage and staff our properties adequately could be impaired, which could reduce customer satisfaction. Staffing shortages in various parts of the world also could hinder our ability to grow and expand our businesses. Because payroll costs are a major component of the operating expenses at our hotels, a shortage of skilled labor could also require higher wages that would increase labor costs, which could adversely affect our results of operations.
Over the last few years, we have been pursuing a strategy of reducing our investment in owned real estate and increasing our focus on the management and franchise business. As a result, we are planning on substantially increasing the number of hotels we open every year and increasing the overall number of hotels in our system. This increase will require us to recruit and train a substantial number of new associates to work at these hotels, often in emerging markets where there are rising labor costs and strong competition in labor markets. Further, this will require us to increase our capabilities to enable hotels to open on time and successfully. There can be no assurance that we will be able to source and secure these new associates, or train and manage them, to the level required to make this strategy successful.
Collective Bargaining Activity Could Disrupt Our Operations, Increase Our Labor Costs or Interfere with the Ability of Our Management to Focus on Executing Our Business Strategies. Some of our properties are subject to collective bargaining agreements, similar agreements or regulations enforced by governmental authorities. If relationships with our associates or the unions that represent them become adverse, the properties we manage, franchise or own could experience labor disruptions such as strikes, lockouts and public demonstrations. Labor disruptions, which are generally more likely when collective bargaining agreements are being renegotiated, could harm our relationships with our associates or cause us to lose guests. Further, adverse publicity in the marketplace related to union messaging could further harm our reputation and reduce customer demand for our services. Labor regulation could lead to higher wage and benefit costs, changes in work rules that raise operating expenses, legal costs, and limitations on our ability or the ability of our third-party property owners and franchisees to take cost saving measures during economic downturns. We do not have the ability to control the negotiations of collective bargaining agreements covering unionized labor employed by third-party property owners and franchisees.
We and our third-party property owners and franchisees may also become subject to additional collective bargaining agreements in the future. Potential changes in regulatory schemes across the world could make it easier for unions to organize groups of our associates. If such changes take effect, more of our associates or other field personnel could be subject to increased organizational efforts, which could potentially lead to disruptions or require more of our management’s time to address unionization issues. These or similar agreements, legislation or changes in regulations could disrupt our operations, hinder our ability to cross-train and cross-promote our associates due to prescribed work rules and job classifications, reduce our profitability, or interfere with the ability of our management to focus on executing our business strategies.
The Cost of Compliance with the Americans with Disabilities Act and Similar Legislation outside the United States Could Be Substantial. We are subject to the Americans with Disabilities Act (ADA) and similar legislation in certain jurisdictions outside of the United States. Under the ADA, all public accommodations are required to meet certain federal requirements related to access and use by disabled persons. These regulations apply to accommodations first occupied after January 26, 1993; public accommodations built before January 26, 1993 are required to remove architectural barriers to disabled access where such removal is “readily achievable.” The regulations also mandate certain operational requirements that hotel operators must observe. The failure of a property to comply with the ADA could result in injunctive relief, fines, and awards of damages to private litigants or mandated capital expenditures to remedy such noncompliance. Any imposition of injunctive relief, fines, damage awards or capital expenditures could adversely affect the ability of an owner or franchisee to make payments under the applicable management or franchise agreement or negatively affect the reputation of our brands. If we fail to comply with the requirements of the ADA, we could be subject to fines, penalties, injunctive action, reputational harm and other business effects which could materially and negatively affect our performance and results of operations.
The Hospitality Industry is Subject to Seasonal and Cyclical Volatility, Which May Contribute to Fluctuations in Our Results of Operations and Financial Condition. The hospitality industry is seasonal in nature. The periods during which our lodging properties experience higher revenues vary from property to property, depending principally upon location and the consumer base served. We generally expect our revenues to be lower in the first quarter of each year than in each of the three subsequent quarters with the fourth quarter generally being the highest. In addition, the hospitality industry is cyclical and demand generally follows the general economy on a lagged basis. The seasonality and cyclicality of our industry may contribute to fluctuation in our results of operations and financial condition.
Changes to Accounting Rules or Regulations May Adversely Affect Our Financial Condition and Results of Operations. New accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future. A change in accounting rules or regulations may even affect our reporting of transactions completed before the change is effective, and future changes to accounting rules or regulations or the questioning of current accounting practices may adversely affect our financial condition and results of operations.
Changes to Estimates or Projections Used to Assess the Fair Value of Our Assets, or Operating Results That are Lower Than Our Current Estimates at Certain Locations, May Cause Us to Incur Impairment Charges That Could Adversely Affect Our Results of Operations. Our total assets include goodwill, intangible assets with an indefinite life, other intangible assets with finite useful lives, and substantial amounts of long-lived assets, principally property and equipment, including hotel properties. We evaluate our goodwill and trademarks for impairment on an annual basis or at other times during the year if events or circumstances indicate that it is more likely than not that the fair value is below the carrying value. We evaluate intangible assets with finite useful lives and long-lived assets for impairment when circumstances indicate that the carrying amount may not be recoverable. Our evaluation of impairment requires us to make certain estimates and assumptions including projections of future results. After performing our evaluation for impairment, including an analysis to determine the recoverability of long-lived assets, we will record an impairment loss when the carrying value of the underlying asset, asset group or reporting unit exceeds its fair value. If the estimates or assumptions used in our evaluation of impairment change, we may be required to record additional impairment losses on certain of these assets. If these impairment losses are significant, our results of operations would be adversely affected.
We and Our Third-Party Licensees May Not Be Able to Sell Residential Properties Using Our Brands for a Profit or at Anticipated Prices. We license our brands to third parties in connection with the residential portions of certain properties that are using our brands. Residential properties using our brands may not ultimately be developed or receive governmental approvals for the sale of residences, and even if developed and approved for sale of residences could become less attractive due to changes in mortgage rates and the availability of mortgage financing generally, market absorption or oversupply in a particular market, changes in tax laws, or other factors affecting real estate markets. As a result, our third-party licensees may not be able to sell these residences, and we may not be able to license our brands for this purpose, for a profit or at the prices that they have anticipated.
If our Third-Party Property Owners are Unable to Repay or Refinance Loans Secured by the Mortgaged Properties, or to Obtain Financing Adequate to Fund Renovations or Growth Plans, Our Revenues, Profits and Capital Resources Could be Reduced and Our Business Could be Harmed. Many of our third-party property owners have pledged their properties as collateral for mortgage loans entered into at the time of development, purchase or refinancing. If our third-party property owners are unable to repay or refinance maturing indebtedness on favorable terms or at all, their lenders could declare a default, accelerate the related debt and repossess the property. A repossession could result in the termination of our management or franchise agreement or eliminate revenues and cash flows from the property. In addition, the owners of managed and franchised hotels depend on financing to buy, develop and improve hotels and in some cases, fund operations during down cycles. Our hotel owners’ inability to obtain adequate funding could materially adversely affect the maintenance and improvement plans of existing hotels, as well as result in the delay or stoppage of the development of our existing pipeline.
Risks Relating to Debt Financing
Our Debt Service Obligations May Adversely Affect Our Cash Flow. As a result of our revolving credit facility and outstanding debt obligations, we are subject to: (i) the risk that cash flow from operations will be insufficient to meet required payments of principal and interest, (ii) restrictive covenants, including covenants relating to certain financial ratios, and (iii) interest rate risk. Although we anticipate that we will be able to repay or refinance our existing indebtedness and any other indebtedness when it matures, there can be no assurance that we will be able to do so or that the terms of such refinancing will be favorable. Our leverage may have important consequences including the following: (i) our ability to obtain additional financing for acquisitions, working capital, capital expenditures or other purposes, if necessary, may be impaired or such financing may not be available on terms favorable to us and (ii) a substantial decrease in operating cash flow, EBITDA (as defined in our credit facility) or a substantial increase in our expenses could make it difficult for us to meet our debt service requirements and restrictive covenants and force us to sell assets and/or modify our operations.
We Have Little Control Over the Availability of Funds Needed to Fund New Investments and Maintain Existing Hotels. In order to fund new hotel investments, as well as refurbish and improve existing hotels, both we and current and potential hotel owners must have access to capital. The availability of funds for new investments and maintenance of existing hotels depends in large measure on capital markets and liquidity factors over which we have little control. Current and prospective hotel owners may find hotel financing expensive and difficult to obtain. Delays, increased costs and other impediments to restructuring such projects may affect our ability to realize fees, recover loans and guarantee advances, or realize equity investments from such projects. Our ability to recover loans and guarantee advances from hotel operations or from owners through the proceeds of hotel sales, refinancing of debt or otherwise may also affect our ability to raise new capital. In addition, downgrades of our public debt ratings by rating agencies could increase our cost of capital. A breach of a covenant could result in an event of default that, if not cured or waived, could result in an acceleration of all or a substantial portion of our debt. For a more detailed description of the covenants imposed by our debt obligations, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Cash Used for Financing Activities in this Annual Report.
Volatility in the Credit Markets May Adversely Impact Our Ability to Sell the Loans That Our Vacation Ownership Business Generates. Our vacation ownership business provides financing to purchasers of our vacation ownership units, and we attempt to sell interests in those loans in the securities markets. Volatility in the credit markets may impact the timing and volume of the timeshare loans that we are able to sell. Although we expect to realize the economic value of our vacation ownership note portfolio even if future note sales are temporarily or indefinitely delayed, such delays may result in either increased borrowings to provide capital to replace anticipated proceeds from such sales or reduced spending in order to maintain our leverage and return targets.
Risks Relating to Ownership of Our Shares
Our Board of Directors May Issue Preferred Stock and Establish the Preferences and Rights of Such Preferred Stock. Our charter provides that the total number of shares of stock of all classes which the Corporation has authority to issue is 1,200,000,000, consisting of one billion shares of common stock and 200 million shares of preferred stock. Our Board of Directors has the authority, without a vote of stockholders, to establish the preferences and rights of any preferred shares to be issued and to issue such shares. The issuance of preferred shares having special preferences or rights could delay or prevent a change in control even if a change in control would be in the interests of our stockholders. Since our Board of Directors has the power to establish the preferences and rights of preferred shares without a stockholder vote, our Board of Directors may give the holders preferences, powers and rights, including voting rights, senior to the rights of holders of our shares.
Our Board of Directors May Implement Anti-Takeover Devices and Our Bylaws Contain Provisions Which May Prevent Takeovers. Certain provisions of Maryland law permit our Board of Directors, without stockholder approval, to implement possible takeover defenses that are not currently in place, such as a classified board. As permitted under the Maryland General Corporation Law, our Bylaws provide that directors have the exclusive right to amend our Bylaws.
We Cannot Provide Assurance That We Will Continue to Pay Dividends. There can be no assurance that we will continue to pay dividends. Our Board of Directors may suspend the payment of dividends if the Board deems such action to be in the best interests of us or stockholders. If we do not pay dividends, the price of our common stock must appreciate for you to realize a gain on your investment in our Company. This appreciation may not occur and our stock may, in fact, depreciate in value.
Item 1B.
Item 1B.
Unresolved Staff Comments.
None.
Item 2.
Item 2.
Properties.
Our hotel properties and vacation ownership and residential business properties are described in Part I, Item 1. Business, earlier in this report.
Our corporate headquarters are located at One StarPoint, Stamford, Connecticut, which lease expires in May 2034. In addition to our corporate headquarters, we lease space for our divisional offices, service centers and sales offices, both domestically and internationally.
We believe that our corporate headquarters and other leased space are in good condition and are sufficient and suitable for the conduct of our business. In the event we need to expand our operations, we believe that suitable space will be available on commercially reasonable terms.
Item 3.
Item 3.
Legal Proceedings.
Information regarding Legal Proceedings is incorporated by reference from the “Litigation” section in Note 24, Commitments and Contingencies, of our consolidated financial statements set forth in Item 8. Financial Statements and Supplementary Data of this Annual Report, which is incorporated herein by reference.
Item 4.
Item 4.
Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock, par value $0.01 per share (Corporation Shares), is traded on the New York Stock Exchange (the NYSE) under the symbol “HOT”.
The following table sets forth the quarterly range of the high and low sale prices of the Corporation Shares for the fiscal periods indicated as reported on the NYSE Composite Tape:
Approximate Number of Equity Security Holders
As of February 19, 2016, there were approximately 11,000 holders of record of Corporation Shares.
Dividends
We declared cash dividends to holders of Corporation Shares for the fiscal years ended December 31, 2015 and 2014 as follows:
(a)
We declared regular quarterly dividends of $0.375 per share to stockholders of record on March 5, 2015, June 8, 2015, September 11, 2015, and December 9, 2015, respectively, which were paid in the corresponding periods of March, June, September and December 2015.
(b)
We declared regular quarterly dividends of $0.35 per share and special quarterly dividends of $0.65 per share in connection with cash realized from the completion of The St. Regis Bal Harbour residential project and sale of the hotel, to stockholders of record on March 11, 2014, June 6, 2014, September 5, 2014, and December 8, 2014, respectively, which were paid in the corresponding periods of March, June, September and December 2014.
In 2016, we expect to continue paying regular dividends on a quarterly basis. In accordance with the merger agreement with Marriott, such quarterly dividends may not exceed $0.375 per share.
Conversion of Securities; Sale of Unregistered Securities
Units of SLC Operating Limited Partnership, our consolidated subsidiary, are convertible into Corporation Shares at the unit holders’ option, provided that we have the unilateral option to settle conversion demands in cash or Corporation Shares. During the year ended December 31, 2015, we redeemed approximately 54,000 of these units for approximately $4 million in cash. At December 31, 2015 and 2014 there were approximately 73,000 and 127,000, respectively, of these units outstanding.
Issuer Purchases of Equity Securities
In the first quarter of 2015, our Board of Directors authorized a $750 million increase to our share repurchase program. During the year ended December 31, 2015, we repurchased 4.7 million common shares at an average price of $78.39 for a total cost of approximately $371 million. Since 2011, we have repurchased 36.2 million common shares for a total cost of approximately $2.643 billion. As of December 31, 2015, $458 million remained available under the share repurchase authorization.
STOCK RETURN PERFORMANCE AND CUMULATIVE TOTAL RETURN
Set forth below is a line graph comparing the cumulative total stockholder return on the Corporation Shares against the cumulative total return on the S&P 500 and the S&P Hotels, Resorts & Cruise Lines Index (the S&P 500 Hotel) for the five fiscal years beginning after December 31, 2010 and ending December 31, 2015. The graph assumes that the value of the investments was $100 on December 31, 2010 and that all dividends and other distributions were reinvested. The comparisons are provided in response to SEC disclosure requirements and are not intended to forecast or be indicative of future performance.
Note: S&P 500 Hotel Index includes Carnival Corp, Marriott, Royal Caribbean, Starwood and Wyndham. Royal Caribbean was added in December 2014. S&P adjusts the weighting of the Index such that an addition or deletion of a company does not change the level of the Index and returns are only affected on a forward basis.
Item 6.
Item 6.
Selected Financial Data.
The following selected financial data should be read in conjunction with the information set forth under Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes thereto beginning on page of this Annual Report.
(a)
Amounts represent income from continuing operations attributable to Corporation Shares (i.e., excluding non-controlling interests).
Item 7.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and costs and expenses during the reporting periods. On an ongoing basis, management evaluates its estimates and judgments, including those relating to revenue recognition, bad debts, inventories, investments, plant, property and equipment, goodwill and intangible assets, income taxes, financing operations, frequent guest program liability, self-insurance claims payable, restructuring costs, retirement benefits and contingencies and litigation.
Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making decisions about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions and conditions.
RESULTS OF OPERATIONS
The following discussion presents an analysis of results of our operations for the years ended December 31, 2015, 2014 and 2013.
For the year ended December 31, 2015, we saw strong results in the Americas, while our international results were negatively impacted by foreign exchange rates. Worldwide Systemwide Same-Store REVPAR for the Americas segment increased 3.7% for the year ended December 31, 2015 compared to the prior year while the EAME and Asia Pacific segments experienced declines primarily due to the unfavorable impact of foreign currency exchange rates. Occupancies in every segment continued to rise.
At December 31, 2015, we had approximately 530 hotels in the active pipeline representing approximately 116,000 rooms. Of these rooms, 55% are in the upper upscale and luxury segments and 75% are outside of North America. During 2015, we signed 220 hotel management and franchise contracts (representing approximately 45,800 rooms). Also, during 2015, 105 new hotels and resorts (representing approximately 21,500 rooms) entered the system and 30 properties (representing approximately 6,300 rooms) exited the system.
In addition to our active pipeline, we have a 74% equity interest in Design Hotels AG (Design Hotels), a company that represents and markets a distinct selection of over 300 independent hotels with approximately 23,000 rooms globally. Starwood and Design Hotels entered into an agreement in 2014 that allows greater coordination and cooperation between the companies. Our REVPAR metrics do not include revenue from Design Hotels and, at this stage, Design Hotel’s operating results are insignificant to our results of operations.
An indicator of the performance of our hotels is REVPAR, as it measures the period-over-period change in room revenue for comparable properties. Along with REVPAR, we also evaluate our hotels by measuring the change in Average Daily Rate (ADR) and occupancy. This is particularly the case in the United States, where there is no impact on this measure from foreign currency exchange rates.
We continually update and renovate our owned, leased and consolidated joint venture hotels and include these hotels in our Same-Store Owned Hotel results. We also undertake major repositionings of hotels. While undergoing major repositionings, hotels are generally not operating at full capacity and, as such, these repositionings can negatively impact our hotel revenues and are not included in Same-Store Owned Hotel results.
Our SPG guest loyalty program continues to be an industry leader and innovator. The enhancements to the program in recent years, coupled with the introduction of programs like SPG Pro, help us to attract the next wave of global, elite travelers and continue to drive SPG occupancy rates to record levels. We continue to focus on digital innovation and personalization, which helps us better connect with guests and customers, sell through our own channels and deliver more personalized service, all while enhancing our brands.
On October 27, 2015, we entered into definitive agreements with ILG pursuant to which our vacation ownership business, to be held by Vistana, will be spun-off to our stockholders and immediately thereafter Vistana will merge with a wholly-owned subsidiary of ILG. In connection with the transactions, the consideration our stockholders are expected to receive is primarily based on the value of ILG’s common stock, which has declined in the last two months of 2015. If this decline is sustained, we could record a material impairment charge at the date of the Planned Reverse Morris Trust Transaction resulting from the difference between the carrying value of our investment in the vacation ownership business and the fair value of the consideration our stockholders will receive at the transaction date. Please see Note 27, Planned Reverse Morris Trust Transaction, of the Notes to our Financial Statements for additional information on the transaction.
On November 15, 2015, we entered into a definitive merger agreement with Marriott. Please see Note 28, Planned Marriott Merger, of the Notes to our Financial Statements for additional information.
In November 2015, we first announced the point of sale systems of a limited number of our hotels in North America were infected with malware, enabling unauthorized parties to access payment card data of some customers. Following extensive investigation, there is no indication that our guest reservation or SPG membership systems were impacted, nor is there any evidence that other customer information, such as contact information, social security numbers, or PINs, were affected by this issue. The costs of this investigation are not material to our results of operations, and we do not expect this data breach to have a material impact on our financial condition or results of operations.
We manage and operate our hotel business in three separate hotel segments: (i) the Americas, (ii) EAME, and (iii) Asia Pacific. Our vacation ownership and residential business is a separate segment. This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes discussion of our consolidated operating results as well as discussion about each of our four segments. Additionally, Note 25 to the consolidated financial statements presents further information about our segments.
Year Ended December 31, 2015 Compared with Year Ended December 31, 2014
Consolidated Results
The decrease in revenues from owned, leased and consolidated joint venture hotels was primarily due to lost revenues from 13 owned hotels that were sold or closed and two leased hotels converted to managed or franchised hotels in 2015 and 2014. These sold, closed, or converted hotels had revenues of $108 million in the year ended December 31, 2015, compared to $337 million for the corresponding period in 2014. Revenues at our Same-Store Owned Hotels (28 hotels for the year ended December 31, 2015 and 2014, excluding the 13 hotels sold or closed, two hotels converted to managed or franchised, and four additional hotels undergoing significant repositionings or without comparable results in 2015 and 2014) increased 0.9%, or $9 million, to $1,007 million for the year ended December 31, 2015, when compared to $998 million in the corresponding period of 2014.
REVPAR at our worldwide Same-Store Owned Hotels was $184.26 for the year ended December 31, 2015, compared to $182.82 in the corresponding period in 2014. The increase in REVPAR at these worldwide Same-Store Owned Hotels resulted from an increase in occupancy rates to 75.9% for the year ended December 31, 2015, compared to 73.1% in the corresponding period in 2014, partially offset by a decrease in ADR to $242.90 for the year ended December 31, 2015, compared to $250.05 for the corresponding period in 2014. REVPAR and ADR were negatively affected by the unfavorable impact of foreign exchange rates. Growth in REVPAR was particularly strong in Mexico and in the United States in the South and West.
The decrease in management fees, franchise fees and other income was primarily due to the inclusion of significant termination fees associated with the exit of certain managed and franchised hotels from the system in 2014 and the negative impact of foreign exchange rates. For the year ended December 31, 2014, other management and franchise revenues included approximately $45 million of fees associated with the termination of certain management and franchise contracts compared to $11 million for the same period in 2015. Core fees (total management and franchise fees), which were negatively impacted by foreign exchange rates, increased $5 million to $832 million for the year ended December 31, 2015 compared to $827 million for the corresponding period in 2014. These increases included fees from the net addition of 75 managed or franchised hotels to our system since December 31, 2014 partially offset by a 0.4% decrease in Worldwide Systemwide REVPAR. As of December 31, 2015, we had 608 managed properties and 642 franchised properties with approximately 350,000 rooms.
Total vacation ownership and residential sales and services revenue increased $13 million to $687 million in the year ended December 31, 2015, compared to the corresponding period in 2014, primarily due to a $32 million increase in revenues from resort and other operations and an increase in originated contract sales of vacation ownership intervals of $28 million for the year ended December 31, 2015 compared to the corresponding period in 2014, as the average price per vacation ownership unit increased 3.9% to $15,400 and the number of contracts signed increased by 4.4%. These amounts were partially offset by a $24 million reduction in residential sales and services revenue, primarily due to the sellout of Bal Harbour in early 2014, and a decrease in revenues recognized under the percentage of completion method and other deferrals of $23 million.
Other revenues from managed and franchised properties increased primarily due to an increase in payroll costs commensurate with a rise in the overall cost of labor at our existing managed hotels and payroll costs for the new hotels entering the system. These revenues represent reimbursements of costs incurred on behalf of managed hotels, vacation ownership properties and franchisees and relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our operating income or our net income.
Selling, general, administrative and other expenses decreased $14 million to $388 million for the year ended December 31, 2015, when compared to the corresponding period in 2014, primarily due to the implementation of various cost savings initiatives and due to the favorable impact of foreign exchange rates, partially offset by an $11 million reserve for the potential funding of a performance guarantee at two hotels in Greece as a result of the economic crisis in Greece.
n/m = not meaningful
During the year ended December 31, 2015, restructuring and other special charges (credits), net include $20 million in net restructuring charges and $80 million of other special charges. The restructuring charges are primarily related to costs associated with our previously announced cost savings initiatives, partially offset by the reversal of an $8 million reserve as a result of the favorable resolution of a funding commitment associated with a vacation ownership project. Other special charges primarily consist of $36 million of costs associated with professional fees for the planned separation, distribution and subsequent merger of our vacation ownership business (see Note 27), $20 million of costs primarily associated with professional fees related to our strategic alternatives review which culminated in the proposed Marriott merger (see Note 28), $11 million of charges associated with the departures of our prior President and Chief Executive Officer and our interim Chief Executive Officer, a $6 million charge for technology related costs and expenses that we no longer deem recoverable and the establishment of $6 million of reserves related to potential liabilities associated with the 2005 acquisition of Le Méridien.
During the year ended December 31, 2014, we reversed a $3 million reserve related to a note receivable associated with a previous disposition, which was collected.
The decrease in depreciation and amortization expense for the year ended December 31, 2015, when compared to the same period of 2014, was primarily due to decreased depreciation expense related to sold hotels, partially offset by information technology capital expenditures in 2015.
The decrease in operating income for the year ended December 31, 2015, compared to the corresponding period of 2014, was primarily due to an unfavorable variance in restructuring and other special charges (credits), net of $104 million, a $42 million decrease in operations (revenues less expenses) related to our owned, leased and consolidated joint venture hotels, and a $10 million decrease in management fees, franchise fees and other income, partially offset by a decrease in selling, general, administrative and other expenses of $14 million.
Equity earnings and gains from unconsolidated joint ventures, net increased $14 million for the year ended December 31, 2015, compared to the corresponding period in 2014, primarily related to a $4 million gain on the sale of a joint venture hotel and due to an improvement in the performance of the hotels owned by the joint ventures.
Net interest expense increased $17 million for the year ended December 31, 2015, compared to the same period of 2014, primarily due to an increase in our average debt balance during 2015, compared to 2014, associated with borrowings in the second half of 2014, including the issuance of $650 million of senior notes.
Our weighted average interest rate was approximately 3.79% at December 31, 2015, compared to 3.90% at December 31, 2014.
During the year ended December 2014, we recorded a loss of $1 million related to the write-off of certain deferred financing costs associated with the amendment of our Revolving Credit Facility (see Note 13).
During the year ended December 31, 2015, we recorded a net loss of $1 million, primarily related to $35 million of impairment charges for two owned hotels, whose book values exceeded their fair values, a $15 million charge related to an obligation associated with a previous disposition and a loss of $9 million, primarily related to asset dispositions and impairments associated with certain hotel renovations, partially offset by a $36 million gain related to property insurance settlement proceeds for a hotel damaged by a hurricane, a $20 million gain on the sale of a minority partnership interest in a hotel and a $4 million gain associated with the sale of one hotel sold subject to a long-term franchise agreement.
During the year ended December 31, 2014, we recorded a loss of $33 million, primarily due to a $23 million loss associated with four owned hotels which were sold subject to long-term franchise agreements, a $21 million loss associated with the conversion of a leased hotel to a managed hotel, a $13 million impairment charge on one owned hotel, whose book value exceeded its fair value, a $7 million impairment associated with one of our foreign unconsolidated joint ventures, and a loss of $7 million associated with the termination of our leasehold interest in a hotel which was converted to a franchised hotel. These losses were partially offset by approximately $31 million of previously deferred gains which were recognized primarily in connection with hotels that converted from managed hotels to franchised hotels, and a $10 million gain on the sale of our interest in an unconsolidated joint venture hotel (see Note 4).
The increase in income tax expense in 2015 when compared to 2014 was primarily due to non-recurring tax benefits in 2014. Income tax expense increased approximately $51 million due to the impact of favorable tax settlements reached with foreign taxing authorities in 2014 compared to 2015, approximately $44 million due to the tax effects from asset dispositions recognized in 2014 compared to 2015 and approximately $15 million due to the tax impact of changes in indefinite reinvestment assertions in 2014 compared to 2015. This was partially offset by a $26 million decrease related to changes in uncertain tax positions in 2015 versus 2014, and lower pretax income and a lower overall effective tax rate primarily driven by a change in the mix of pretax income between tax jurisdictions.
During the year ended December 31, 2014, the loss was primarily due to liabilities associated with an unfavorable ruling, during 2014, in connection with a previous disposition.
Segment Results
The following table summarizes REVPAR, ADR and occupancy for our Same-Store Systemwide Hotels for the years ended December 31, 2015 and 2014. Same-Store Systemwide Hotels represent results for same-store owned, leased, managed and franchised hotels.
The following table summarizes REVPAR, ADR and occupancy for our Same-Store Owned Hotels for the years ended December 31, 2015 and 2014. The results for the years ended December 31, 2015 and 2014 represent results for 28 owned, leased and consolidated joint venture hotels (excluding 13 hotels sold or closed, two leased hotels converted to managed or franchised, and four additional hotels undergoing significant repositionings or without comparable results in 2015 and 2014).
(1)
REVPAR is calculated by dividing room revenue, which is derived from rooms and suites rented or leased, by total room nights available for a given period. REVPAR may not be comparable to similarly titled measures such as revenues.
The following tables summarize segment revenues and segment earnings for the year ended December 31, 2015 and 2014.
We primarily evaluate the operating performance of a segment based on segment earnings. We define segment earnings as net income attributable to our common stockholders before interest expense, taxes, depreciation and amortization, as well as our share of interest, depreciation and amortization associated with our unconsolidated joint ventures, excluding certain recurring and nonrecurring items, such as restructuring costs and other special charges (credits), losses on early extinguishment of debt and gains (losses) on asset dispositions and impairments. Residential revenue generated at hotel properties is recorded in the corresponding geographic hotel segment. General, administrative and other expenses directly related to the segments are included in the calculation of segment earnings, whereas corporate general, administrative, and other expenses are not included in the segment earnings calculation. In addition to revenues recorded within our four segments, we also have other revenues from managed and franchised properties, which represent the reimbursement of costs incurred on behalf of managed and franchised property owners. These revenues, together with the corresponding expenses, are not recorded within our segments. Other corporate unallocated revenues and earnings primarily relate to other license fee income and are also reported outside of segment revenues. Note 25 to the consolidated financial statements presents further information about our segments.
The Americas
Segment revenues decreased $87 million in the year ended December 31, 2015, compared to the corresponding period in 2014. The decrease in revenues was primarily related to a $73 million decrease in revenues from our owned, leased and consolidated joint venture hotels and a $6 million decrease in management fees, franchise fees and other income.
The decrease in revenues from our owned, leased and consolidated joint venture hotels was primarily due to lost revenues from eight owned hotels that were sold in 2015 or 2014. These sold hotels had $75 million in revenues in the year ended December 31, 2015 compared to $149 million for the corresponding period in 2014. Additionally, there was a $20 million decrease in revenues from three owned hotels without comparable results in 2015 and 2014 due to renovations, offset by a $21 million increase in Same-Store Owned Hotel revenues due to an increase in REVPAR of 2.3% to $168.79 for the year ended December 31, 2015 compared to the corresponding period in 2014.
The decrease in management fees, franchise fees and other income for the year ended December 31, 2015, compared to the same period in 2014, was primarily due to the inclusion in 2014 of approximately $34 million of termination fees associated with the termination of certain management and franchise contracts, compared to approximately $9 million for the same period of 2015. This decrease was partially offset by fees from the net addition of 36 managed and franchised hotels since December 31, 2014 and a 3.7% increase in Same-Store Systemwide REVPAR compared to the same period in 2014. As of December 31, 2015, the Americas segment had 160 managed properties and 525 franchised properties with approximately 189,600 rooms.
Segment earnings decreased $6 million in the year ended December 31, 2015, compared to the corresponding period in 2014, primarily due to the decrease in management fees, franchise fees and other income discussed above.
EAME
Segment revenues decreased $122 million in the year ended December 31, 2015, compared to the corresponding period in 2014. The decrease in revenues was primarily related to a $95 million decrease in revenues from our owned, leased and consolidated joint venture hotels, a $22 million decrease in management fees, franchise fees and other income, and a $4 million decrease in residential revenues.
The decrease in revenues from our owned, leased and consolidated joint venture hotels was primarily due to an $83 million decrease in revenues from four hotels that were sold or closed and two leased hotels that were converted to managed and franchised hotels during 2015 and 2014 and a $13 million decrease in Same-Store Owned Hotel revenues due to a decrease in REVPAR of 5.7% to $266.17 for the year ended December 31, 2015 compared to the corresponding period in 2014.
The decrease in management fees, franchise fees and other income was due to an 8.9% decrease in Same-Store Systemwide REVPAR to $133.14 for the year ended December 31, 2015 compared to the corresponding period in 2014. REVPAR throughout EAME was negatively affected by the unfavorable impact of foreign exchange rates during the year ended December 31, 2015, compared to the corresponding period in 2014. This decrease was partially offset by fees from the net addition of 14 managed or franchised hotels since December 31, 2014. As of December 31, 2015, the EAME segment had 188 managed properties and 63 franchised properties with approximately 62,800 rooms.
Segment earnings decreased $45 million in the year ended December 31, 2015, compared to the corresponding period in 2014, due to the decrease in management fees, franchise fees and other income discussed above, a $14 million decrease in operations (revenues less expenses) related to our owned, leased and consolidated joint venture hotels, a $5 million increase in divisional overhead expenses, and a $4 million decrease in residential revenue. The increase in division overhead expenses is primarily due to an $11 million reserve for the potential funding of a performance guarantee at two hotels in Greece as a result of the economic crisis in Greece.
Asia Pacific
Segment revenues decreased $67 million in the year ended December 31, 2015, compared to the corresponding period in 2014. The decrease in revenues was primarily related to a $71 million decrease in revenues from our owned, leased and consolidated joint venture hotels due to lost revenues from one owned hotel that was sold in late 2014, partially offset by a $6 million increase in management fees, franchise fees and other income, compared to the corresponding period in 2014.
The increase in management fees, franchise fees and other income for the year ended December 31, 2015, compared to the same period in 2014, was primarily due to fees from the net addition of 29 managed and franchised hotels since December 31, 2014 partially offset by a decrease in Same-Store Systemwide REVPAR of 3.0% to $96.82 for the year ended December 31, 2015 compared to the corresponding period in 2014. REVPAR throughout Asia Pacific was negatively impacted by foreign exchange rates during the year ended December 31, 2015, compared to the corresponding period in 2014. As of December 31, 2015, the Asia Pacific segment had 260 managed properties and 54 franchised properties with approximately 97,600 rooms.
Segment earnings decreased $25 million in the year ended December 31, 2015, compared to the corresponding period in 2014, primarily driven by a decrease in operations (revenues less expenses) related to our owned, leased and consolidated joint venture hotels.
Vacation ownership and residential
Total vacation ownership and residential segment revenue increased $18 million to $681 million for the year ended December 31, 2015 compared to the corresponding period in 2014, primarily due to a $32 million increase in revenues from resort and other operations and a $28 million increase in originated contract sales of vacation ownership intervals. These increases were partially offset by a decrease of $23 million in revenues recognized under the percentage of completion method and other deferrals and by a reduction in residential sales due to the sellout of Bal Harbour in early 2014. Segment earnings decreased $1 million in the year ended December 31, 2015, compared to the corresponding period in 2014, primarily driven by an increase in sales and marketing expenses, partially offset by the above noted increases in revenues.
Year Ended December 31, 2014 Compared with Year Ended December 31, 2013
Consolidated Results
The decrease in revenues from owned, leased and consolidated joint venture hotels was primarily due to lost revenues from 15 owned hotels that were sold or closed and two leased hotels converted to managed or franchised hotels in 2014 and 2013. These sold, closed, or converted hotels had revenues of $151 million in the year ended December 31, 2014, compared to $305 million for the corresponding period in 2013. Revenues at our Same-Store Owned Hotels (28 hotels for the year ended December 31, 2014 and 2013, excluding the 15 hotels sold or closed, two hotels converted to managed or franchised, and eight additional hotels undergoing significant repositionings or without comparable results in 2014 and 2013) increased 3.5%, or $35 million, to $1,043 million for the year ended December 31, 2014, when compared to $1,008 million in the corresponding period of 2013. Additionally, the eight hotels undergoing significant repositionings or without comparable results had revenues of $320 million for the year ended December 31, 2014 compared to $272 million for the year ended December 31, 2013. As of December 31, 2014, six of the eight hotels undergoing significant repositionings or without comparable results were open and available to operate their guestrooms at full capacity.
REVPAR at our worldwide Same-Store Owned Hotels was $167.99 for the year ended December 31, 2014, compared to $159.96 in the corresponding period in 2013. The increase in REVPAR at these worldwide Same-Store Owned Hotels resulted from an increase in ADR to $228.42 for the year ended December 31, 2014, compared to $223.56 for the corresponding period in 2013 and an increase in occupancy rates to 73.5% for the year ended December 31, 2014, compared to 71.5% in the corresponding period in 2013. Growth in REVPAR was particularly strong in the Southern and Western parts of the United States, Brazil and Mexico.
The increase in management fees, franchise fees and other income was primarily a result of a $53 million increase in management fees and franchise fees and an increase in other revenues of approximately $39 million. Total management and franchise fee revenues increased to $1,033 million for the year ended December 31, 2014, compared to $941 million for the corresponding period in 2013. Management fees increased 5.5% to $591 million and franchise fees increased 10.3% to $236 million. These increases were primarily due to the net addition of 47 managed or franchised hotels to our system in 2014 and a 4.9% increase in Worldwide Systemwide REVPAR, compared to the same period in 2013. For the year ended December 31, 2014, other income included approximately $45 million of fees associated with the termination of certain management and franchise contracts compared to $16 million in 2013. As of December 31, 2014, we had 583 managed properties and 588 franchised properties with approximately 333,100 rooms.
Total vacation ownership and residential revenue decreased $250 million to $674 million in the year ended December 31, 2014, when compared to the corresponding period in 2013, primarily due to fewer residential closings at Bal Harbour, as this project sold out in early 2014. During the year ended December 31, 2014, we closed sales of four units at Bal Harbour and realized revenues of $20 million, compared to closings of 78 units and revenues of $266 million in 2013.
Vacation ownership revenues for the year ended December 31, 2014 increased $5 million, or 0.8%, to $643 million, compared to the corresponding period in 2013, as originated contract sales of vacation ownership intervals, number of contracts signed, and the average price per vacation ownership unit sold remained substantially consistent.
Other revenues from managed and franchised properties increased primarily due to an increase in payroll costs commensurate with a rise in the overall cost of labor at our existing managed hotels and payroll costs for the new hotels entering the system. These revenues represent reimbursements of costs incurred on behalf of managed hotel and vacation ownership properties and franchisees and relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our operating income or our net income.
Selling, general, administrative and other expenses increased $18 million to $402 million for the year ended December 31, 2014, when compared to the corresponding period in 2013, primarily due to an increase in costs commensurate with our growth and increased funding of certain loyalty and technology development costs.
n/m = not meaningful
During the year ended December 31, 2014, we reversed a $3 million reserve related to a note receivable associated with a previous disposition, which was collected.
During the year ended December 31, 2013, we decided to absorb certain technology related costs and expenses that we previously intended to collect from our managed and franchised properties. As a result, we recorded a $19 million charge, representing the costs and expenses incurred through the end of 2013 that are no longer intended to be recovered. The year ended December 31, 2013 also included approximately $5 million in severance costs related to a leased hotel we exited in 2014. These unfavorable charges were partially offset by a favorable adjustment to a legal reserve of approximately $22 million related to judgment and settlement, legal fees and expenses in regards to a long standing litigation.
The increase in depreciation and amortization expense for the year ended December 31, 2014, when compared to the same period of 2013, was primarily due to additional depreciation related to the completion of certain hotel renovations, the new capital lease asset for our corporate headquarters, and information technology capital expenditures in the last twelve months, partially offset by decreased depreciation expense related to sold hotels.
The decrease in operating income for the year ended December 31, 2014, when compared to the corresponding period of 2013, was primarily due to a $108 million decrease in operations (revenues less expenses) from residential sales at Bal Harbour which sold out in early 2014, an increase in selling, general, administrative and other expenses of $18 million, and a $16 million increase in depreciation and amortization, partially offset by a $92 million increase in management fees, franchise fees and other income and an increase in operations (revenues less expenses) of $10 million related to our owned, leased and consolidated joint venture hotels.
The increase in equity earnings and gains and from unconsolidated joint ventures, net for the year ended December 31, 2014, when compared to the same period of 2013, was primarily due to a $4 million impairment charge in 2013, partially offset by the operations at our Latin American unconsolidated joint ventures which were negatively impacted by unfavorable foreign currency exchange during the year ended December 31, 2014 compared to the corresponding period in 2013.
Net interest expense decreased $6 million for the year ended December 31, 2014, when compared to the same period of 2013, primarily due to foreign exchange gains and a lower average securitized vacation ownership debt balance, partially offset by an increase in our debt balance associated with borrowings to fund the significant increase in our share repurchase program, including the issuance of $650 million of senior notes during the third quarter of 2014 (see Note 13).
Our weighted average interest rate was approximately 3.90% at December 31, 2014, compared to 5.59% at December 31, 2013.
During the year ended December 2014, we recorded a loss of $1 million related to the write-off of certain deferred financing costs associated with the amendment of our Revolving Credit Facility (see Note 13).
During the year ended December 31, 2014, we recorded a loss of $33 million, primarily due to a $23 million loss associated with four owned hotels which were sold subject to long-term franchise agreements, a $21 million loss associated with the conversion of a leased hotel to a managed hotel, a $13 million impairment charge on one owned hotel, whose book value exceeded its fair value, a $7 million impairment associated with one of our foreign unconsolidated joint ventures, and a loss of $7 million associated with the termination of our leasehold interest in a hotel which was converted to a franchised hotel. These losses were partially offset by approximately $31 million of previously deferred gains which were recognized primarily in connection with hotels that converted from managed hotels to franchised hotels, and a $10 million gain on the sale of our interest in an unconsolidated joint venture hotel (see Note 4).
During the year ended December 31, 2013, we recorded a loss of $23 million primarily related to an impairment charge of approximately $19 million on two owned hotels, whose book values exceeded their fair values, a loss of approximately $11 million related to the disposition of various non-core assets associated with hotel renovation activities and a loss of $1 million, net, on the sales of five owned hotels, four of which were sold subject to franchise agreements and one of which was sold subject to a management agreement. These losses were partially offset by the receipt of insurance proceeds of approximately $5 million and a $4 million gain realized on the sale of a non-core asset (see Note 4).
The decrease in income tax expense primarily relates to a tax benefit, including foreign tax credits, on a portion of foreign earnings no longer considered permanently reinvested, recognition of a benefit for the favorable settlement of a foreign tax audit, recognition of capital attributes related to asset dispositions, and lower pretax income.
During the year ended December 31, 2014, the loss was primarily due to liabilities associated with an unfavorable ruling, during 2014, in connection with a previous disposition.
During the year ended December 31, 2013, the gain was primarily due to a tax benefit of $70 million we recorded as a result of the reversal of state income tax and interest reserves associated with an uncertain tax position, which was related to a previous disposition. The applicable statute of limitation for this tax position lapsed in 2013.
Segment Results
The following table summarizes REVPAR, ADR and occupancy for our Same-Store Systemwide Hotels for the year ended December 31, 2014 and 2013. Same-Store Systemwide Hotels represent results for same-store owned, leased, managed and franchised hotels.
The following table summarizes REVPAR, ADR and occupancy for our Same-Store Owned Hotels for the year ended December 31, 2014 and 2013. The results for the year ended December 31, 2014 and 2013 represent results for 28 owned, leased and consolidated joint venture hotels (excluding 15 hotels sold or closed, two leased hotels converted to managed or franchised, and eight additional hotels undergoing significant repositionings or without comparable results in 2014 and 2013).
(1)
REVPAR is calculated by dividing room revenue, which is derived from rooms and suites rented or leased, by total room nights available for a given period. REVPAR may not be comparable to similarly titled measures such as revenues.
The following tables summarize segment revenues and segment earnings for the year ended December 31, 2014 and 2013.
The Americas
Segment revenues increased $11 million in the year ended December 31, 2014, compared to the corresponding period in 2013. The increase in revenues was primarily related to a $61 million increase in management fees, franchise fees and other income, partially offset by a $41 million decrease in revenues from our owned, leased and consolidated joint venture hotels, and a $7 million decrease in residential revenues.
The increase in management fees, franchise fees and other income was primarily due to the net addition of 15 managed or franchised hotels since December 31, 2013 and a 6.1% increase in Same-Store Systemwide Hotel REVPAR for the year ended December 31, 2014 when compared to the corresponding period in 2013. Additionally, during the year ended December 31, 2014, we received termination fees of approximately $34 million associated with the termination of certain management and franchise contracts compared to approximately $3 million for the same period in 2013. As of December 31, 2014, the Americas segment had 161 managed properties and 488 franchised properties with approximately 181,900 rooms.
The decrease in revenues from our owned, leased and consolidated joint venture hotels was primarily due to lost revenues from 12 owned hotels that were sold in 2014 and 2013. These sold hotels had revenues of $32 million in the year ended December 31, 2014 compared to $140 million for the corresponding period in 2013. Lost revenues from sold hotels were offset by a $45 million increase in revenues from six owned hotels without comparable results in 2014 and 2013 and a $22 million increase in Same-Store Owned Hotel revenues due to an increase in REVPAR of 4.2% to $143.81 for the year ended December 31, 2014 when compared to the corresponding period in 2013.
Segment earnings increased $80 million in the year ended December 31, 2014, compared to the corresponding period in 2013, primarily due to the increase in management fees, franchise fees and other income of $61 million discussed above, a $13 million increase in operations (revenues less expenses) related to our owned, leased and consolidated joint venture hotels, and a $10 million decrease in divisional overhead expenses, primarily due to higher legal costs in 2013 and foreign currency exchange gains in 2014. These increases were partially offset by a $7 million decrease in residential earnings.
EAME
Segment revenues decreased $18 million in the year ended December 31, 2014, compared to the corresponding period in 2013. The decrease in revenues was primarily related to a $20 million decrease in revenues from our owned, leased and consolidated joint venture hotels partially offset by a $2 million increase in management fees, franchise fees and other income.
The $20 million decrease in revenues from our owned, leased and consolidated joint venture hotels was primarily due to a $38 million decrease in revenues from two hotels sold or closed and two leased hotels that were converted to managed or franchised hotels during the year ended December 31, 2014. This decrease was partially offset by a $14 million increase in Same-Store Owned Hotel revenues due to an increase in REVPAR of 6.5% to $279.86 for the year ended December 31, 2014 compared to the corresponding period in 2013, and a $4 million increase in revenues from two owned hotels without comparable results in 2014 and 2013.
The increase in management fees, franchise fees and other income was primarily due to a 3.5% increase in Same-Store Systemwide Hotel REVPAR for the year ended December 31, 2014 when compared to the corresponding period in 2013 and the net addition of six managed or franchised hotels since December 31, 2013. As of December 31, 2014, the EAME segment had 189 managed properties and 48 franchised properties with approximately 60,200 rooms.
Segment earnings remained flat in the year ended December 31, 2014, compared to the corresponding period in 2013, as the increase in management fees, franchise fees and other income discussed above, and a $2 million increase in residential revenue, was offset by a $4 million increase in divisional overhead expenses.
Asia Pacific
Segment revenues increased $5 million in the year ended December 31, 2014, compared to the corresponding period in 2013. The increase in revenues was primarily related to a $14 million increase in management fees, franchise fees and other income, partially offset by a $9 million decrease in revenues from our owned, leased and consolidated joint venture hotels.
The increase in management fees, franchise fees and other income was due to the net addition of 25 managed or franchised hotels since December 31, 2013 and a 3.1% increase in Same-Store Systemwide Hotel REVPAR for the year ended December 31, 2014 compared to the corresponding period in 2013. REVPAR in Asia Pacific was negatively impacted by the unfavorable impact of foreign currency exchange rates during the year ended December 31, 2014 compared to the corresponding period in 2013. As of December 31, 2014, the Asia Pacific segment had 233 managed properties and 52 franchised properties with approximately 91,000 rooms.
The decrease in revenues from our owned, leased and consolidated joint venture hotels was primarily due to lost revenues from one owned hotel that was sold in late 2014.
Segment earnings increased $7 million in the year ended December 31, 2014, compared to the corresponding period in 2013, primarily driven by the $14 million increase in management fees, franchise fees and other income discussed above, partially offset by a $4 million increase in division overhead expenses and a $2 million decrease in operations (revenues less expenses) related to our owned, leased and consolidated joint venture hotels.
Vacation ownership and residential
Segment revenues decreased $242 million to $663 million for the year ended December 31, 2014 when compared to the corresponding period in 2013, primarily due to fewer residential closings at Bal Harbour in 2014, as this project sold out in early 2014. Segment earnings decreased $107 million in the year ended December 31, 2014, compared to the corresponding period in 2013, primarily driven by the decrease in operating income from sales at Bal Harbour.
Revenues and expenses recognized at Bal Harbour for the year ended December 31, 2014, with comparable data for the same period in 2013, were as follows (in millions, except for units closed):
LIQUIDITY AND CAPITAL RESOURCES
In 2015, we returned approximately $626 million of capital to stockholders by paying our quarterly dividends, totaling $1.50 per share, and by repurchasing 4.7 million common shares for a total cost of approximately $371 million. Since 2011, we have returned approximately $4.1 billion of capital to stockholders through dividends and stock repurchases. As of December 31, 2015, $458 million remained available under the share repurchase authorization. We expect to continue paying regular dividends on a quarterly basis.
Cash From Operating Activities
We generate cash flows from operations primarily from management and franchise revenues, operating income from our owned hotels and resorts and sales of VOIs. Cash flow from operating activities decreased to $890 million for the year ended December 31, 2015 compared to $994 million for the year ended December 31, 2014, primarily due to a decrease in operations at our owned, leased and consolidated joint venture hotels, primarily due to the sale or closure of hotels in 2014 and 2015, and due to an increase in cash paid for interest associated with our borrowings in the second half of 2014. Other sources of cash are distributions from joint ventures, servicing financial assets and interest income. We use cash principally to fund our operating expenses, dividend payments, share repurchases, interest payments on debt, capital expenditures, and property and income taxes. We believe that our cash from operations and our existing borrowing availability together with capacity for additional borrowings will be adequate to meet all funding requirements for our operating expenses, dividend payments, share repurchases, principal and interest payments on debt, capital expenditures, and property and income taxes.
The ratio of our current assets to current liabilities was 1.03 and 0.95 as of December 31, 2015 and 2014, respectively. Consistent with industry practice, we sweep the majority of the cash at our owned hotels, in the same jurisdictions, on a daily basis and fund payables as needed through cash on hand, by drawing down on our existing revolving credit facility or issuing commercial paper.
Cash From Investing Activities
Gross capital spending during the full year ended December 31, 2015 was as follows (in millions):
(1)
Maintenance capital expenditures include renovations, asset replacements and improvements that extend the useful life of the asset.
(2)
Represents gross inventory capital expenditures of $134 million less cost of sales of $66 million.
Gross capital spending during the year ended December 31, 2015 included approximately $165 million of maintenance capital and $170 million of development capital. Investment spending on vacation ownership inventory was $134 million, primarily at the Westin Nanea Ocean Villas in Maui, Hawaii and the Westin Desert Willow in Palm Desert, California. Our capital expenditure program includes both offensive and defensive capital. Defensive spending is related to maintenance and renovations that we believe are necessary to stay competitive in the markets in which we operate. Other than capital to address fire and life safety issues, we consider defensive capital to be discretionary, although reductions to this capital program could result in decreases to our cash flow from operations, as hotels in certain markets could become less desirable. Offensive capital expenditures, which primarily relate to new projects that we expect will generate a return, are also considered discretionary. We currently anticipate that our defensive capital expenditures for the full year 2016 (excluding vacation ownership inventory) will be approximately $200 million for maintenance, renovations, and technology capital. In addition, for the full year 2016, we currently expect to spend approximately $100 million for investment projects, various joint ventures and other investments.
In order to secure management or franchise agreements, we have made loans to third-party owners, made non-controlling investments in joint ventures and provided certain guarantees and indemnifications. See Note 24 of the consolidated financial statements for discussion regarding the amount of loans we have outstanding with owners, unfunded loan commitments, equity and other potential contributions, surety bonds outstanding, performance guarantees and indemnifications under which we are obligated and investments in hotels and joint ventures.
We intend to finance the acquisition of additional hotel properties (including equity investments), hotel renovations, VOI construction, capital improvements, technology spend and other core and ancillary business acquisitions and investments and provide for general corporate purposes (including dividend payments and share repurchases) from cash on hand, net proceeds from asset dispositions and cash generated from operations.
We periodically review our business to identify assets that we believe either are non-core, no longer complement our business, or could be sold at significant premiums. As part of our asset-light strategy, we are focused on reducing our investment in owned real estate, enhancing our real estate returns and monetizing investments.
Since 2006, we have sold 91 hotels realizing cash proceeds of approximately $7.8 billion in numerous transactions, including cash proceeds net of closing costs of approximately $767 million from the sale of four hotels during the year ended December 31, 2015 (see Note 4). To date, where we have sold hotels, we typically have not provided significant seller financing or other financial assistance to buyers. There can be no assurance, however, that we will be able to complete future dispositions on commercially reasonable terms or at all.
Cash Used for Financing Activities
In the first quarter of 2015, our Board of Directors authorized a $750 million increase to our share repurchase program. During the year ended December 31, 2015, we repurchased 4.7 million common shares at a weighted average price of $78.39 for a total cost of approximately $371 million. Since 2011, we have repurchased 36.2 million common shares for a total cost of approximately $2.643 billion, and as of December 31, 2015, $458 million remained available under the share repurchase authorization.
In 2015, we paid $255 million of dividends, or $1.50 per share. In 2014, we paid $735 million of dividends consisting of four regular quarterly dividends totaling $1.40 per share and four special quarterly dividends totaling $2.60 per share.
Units of SLC Operating Limited Partnership, our consolidated subsidiary, are convertible into Corporation Shares at the unit holders’ option, provided that we have the unilateral option to settle conversion demands in cash or Corporation Shares. During the year ended December 31, 2015, we redeemed approximately 54,000 of these units for approximately $4 million in cash.
The following is a summary of our debt portfolio (excluding securitized vacation ownership debt and capital leases) as of December 31, 2015:
(a)
Excludes approximately $186 million of our share of unconsolidated joint venture debt, $169 million of capital lease obligations and $172 million of securitized vacation ownership debt, all of which is non-recourse.
During the year ended December 31, 2015, we terminated the securitization originally completed in 2009 (the 2009 Securitization) including pay down of all principal and interest due. The termination required a $3 million pay down of debt and resulted in the release of $35 million of previously securitized vacation ownership notes receivable, net to unsecuritized notes receivable.
Additionally, during the year ended December 31, 2015, our 7.375% Senior Notes, which had a principal amount of approximately $294 million, matured. We paid approximately $305 million to settle all outstanding principal and interest due.
During the year ended December 31, 2014, we established a Commercial Paper Program (Commercial Paper), which gives us the ability to issue up to $1.75 billion of short-term unsecured notes. Our Commercial Paper program does not have purchase commitments from buyers for our commercial paper; therefore, our ability to issue commercial paper is subject to market demand. We reserve unused capacity under our $1.75 billion Revolving Credit Facility (the 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. We do not expect fluctuations in the demand for commercial paper to affect our liquidity, given our borrowing capacity under the Facility.
Additionally, in 2014, we completed a public offering of $350 million in aggregate principal amount of Senior Notes due 2025 (the 2025 Notes) and $300 million in aggregate principal amount of Senior Notes due 2034 (the 2034 Notes). The 2025 Notes bear interest at a fixed rate of 3.75% per annum and mature on March 15, 2025. The 2034 Notes bear interest at a fixed rate of 4.5% per annum and mature on October 1, 2034. We pay interest on the 2025 Notes on March 15 and September 15 each year until maturity. We pay interest on the 2034 Notes on April 1 and October 1 each year until maturity. We used the net proceeds for general corporate purposes, which included the repayment of commercial paper, repurchases of common stock and the payment of previously announced regular and special dividends to our stockholders.
Further, in 2014, we entered into the Fourth Amendment of the Facility. The amendment extended the maturity of the Facility by two years to February 2020. We paid fees of approximately $2 million in connection with this amendment and capitalized these costs as deferred financing costs. Additionally, in connection with this amendment, we recorded a net charge of approximately $1 million in the loss on early extinguishment of debt, net line item to write-off certain deferred financings costs.
Finally, in 2014, we entered into a master lease arrangement to lease the entire buildings and land where we are headquartered in Stamford, Connecticut. The term of this lease is 20 years, with two five-year extensions at our option. We have fixed annual payments of approximately $10 million, which escalate at 3% per year. As a result of this transaction, as of December 31, 2014, we recorded a capital lease obligation of approximately $153 million with an interest rate of 5.76% (see Note 13).
In 2013, we terminated a securitization we completed in 2005 (the 2005 Securitization), including pay-down of all outstanding principal and interest due. The termination required a cash settlement of $21 million, $18 million of which was received and designated as pre-funding from the proceeds of a securitization we completed in 2012 (the 2012 Securitization). Upon termination, $19 million of receivables previously related to the 2005 Securitization were transferred to the 2012 Securitization with the remaining $2 million released to unsecuritized. We also terminated a securitization we completed in 2006 (the 2006 Securitization), which required a $12 million cash payment and resulted in the release of $12 million of vacation ownership notes receivable to unsecuritized.
The following is a summary of our unsecuritized and securitized debt less cash as of December 31, 2015 and 2014:
The Facility is used to fund general corporate cash needs. As of December 31, 2015, we have availability of approximately $1.34 billion under the Facility. The Facility allows for multi-currency borrowing and, when drawn upon, has an applicable margin, inclusive of the commitment fee, of 1.2%, plus the applicable currency LIBOR rate. Our ability to borrow under the Facility is subject to compliance with the terms and conditions under the Facility, including certain leverage covenants.
We have evaluated the commitments of each of the lenders in the Facility, and we have reviewed our debt covenants. We do not anticipate any issues regarding the availability of funds under the Facility. The cost of borrowing of the Facility is determined by a combination of our leverage ratios and credit ratings. Changes in our credit ratings may result in changes in our borrowing costs. Downgrades in our credit ratings would likely increase the relative costs of borrowing and reduce our ability to issue long-term debt, whereas upgrades would likely reduce costs and increase our ability to issue long-term debt.
Based upon the current level of operations, management believes that our cash flow from operations, together with our significant cash balances, available borrowings under the Facility, issuance of Commercial Paper, and potential additional borrowings will be adequate to meet anticipated requirements for dividend payments, working capital, capital expenditures, marketing and advertising program expenditures, other discretionary investments, interest and scheduled principal payments and share repurchases for the foreseeable future. However, there can be no assurance that we will be able to refinance our indebtedness as it becomes due or on favorable terms. In addition, there can be no assurance that in our continuing business we will generate cash flow at or above historical levels, that currently anticipated results will be achieved or that we will be able to complete dispositions on commercially reasonable terms or at all. As of December 31, 2015, approximately $1,050 million, included in our cash balance above, resided in foreign countries. The offshore cash, if repatriated, may or may not be subject to additional income taxes in various tax jurisdictions including the U.S. The quantification of such taxes is not practicable at this time.
If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to sell additional assets at lower than preferred amounts, reduce capital expenditures, refinance all or a portion of our existing debt or obtain additional financing at unfavorable rates. Our ability to make scheduled principal payments, to pay interest on or to refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions in or affecting the hotel and vacation ownership industries and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.
We had the following contractual obligations outstanding as of December 31, 2015 (in millions) (1):
(1)
This table excludes unrecognized tax benefits that would require cash outlays for $291 million, the timing of which is uncertain. Refer to Note 12 of the consolidated financial statements for additional discussion on this matter.
(2)
Excludes securitized debt of $172 million, all of which is non-recourse.
(3)
Includes commitments that may be reimbursed or satisfied by our managed and franchised properties.
We had the following commercial commitments outstanding as of December 31, 2015 (in millions):
Off-Balance Sheet Arrangements
As of December 31, 2015, our off-balance sheet arrangements include letters of credit of $80 million, unconditional purchase obligations of $428 million and surety bonds of $32 million. These items are discussed in greater detail in Item 8, Financial Statements and Supplementary Data.
CRITICAL ACCOUNTING POLICIES
The preparation of our consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in the consolidated financial statements and accompanying footnotes.
We believe that the following accounting policies which are described in Note 2, Significant Accounting Policies, in our consolidated financial statements, are critical because they involve a higher degree of judgment, and the estimates required to be made were based on assumptions that are inherently uncertain. As a result, these accounting policies could materially affect our financial position, results of operations and related disclosures. On an ongoing basis, we evaluate these estimates and judgments based on historical experiences and various other factors that are believed to reflect the current circumstances. While we believe our estimates, assumptions and judgments are reasonable, they are based on information presently available. Actual results may differ significantly from these estimates due to changes in judgments, assumptions and conditions as a result of unforeseen events or otherwise, which could have a material effect on our financial position or results of operations. Management has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of the Board of Directors.
Revenue Recognition. Our revenues are primarily derived from the following sources: (1) hotel and resort revenues at our owned, leased and consolidated joint venture properties; (2) management fees and franchise fees; (3) vacation ownership and residential sales; (4) other revenues from managed and franchised properties. Generally, revenues are recognized when the services have been rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. The following is a description of the composition of our revenues:
·
Owned, Leased and Consolidated Joint Ventures - Represents revenue primarily derived from hotel operations, including the rental of rooms and food and beverage sales, from our owned, leased and consolidated joint venture hotels and resorts. Revenue is recognized when rooms are occupied and services have been rendered. These revenues are impacted by global economic conditions affecting the travel and hospitality industry as well as relative market share of the local competitive set of hotels. Revenue per available room (REVPAR) is a leading indicator of revenue trends at owned, leased and consolidated joint venture hotels as it measures the period-over-period growth in rooms revenue for comparable properties.
·
Management Fees and Franchise Fees - Represents fees earned on hotels and resorts managed worldwide, usually under long-term contracts, franchise fees received in connection with the franchise of our Luxury Collection, Tribute, Westin, Le Méridien, Sheraton, Four Points by Sheraton, Aloft and Element brand names, termination fees and the amortization of deferred gains related to sold properties for which we have significant continuing involvement. Management fees are comprised of a base fee, which is generally based on a percentage of gross revenues, and an incentive fee, which is generally based on the property’s profitability. For any time during the year, when the provisions of our management contracts allow receipt of incentive fees upon termination, incentive fees are recognized for the fees due and earned as if the contract was terminated at that date, exclusive of any termination fees due or payable. Therefore, during periods prior to year-end, the incentive fees recorded may not be indicative of the eventual incentive fees that will be recognized at year-end as conditions and incentive hurdle calculations may not be final. Franchise fees are generally based on a percentage of hotel room revenues. As with our owned, leased and consolidated joint venture hotel revenues discussed above, these revenue sources are affected by conditions impacting the travel and hospitality industry as well as competition from other hotel management and franchise companies.
·
Vacation Ownership and Residential Sales - We recognize revenue from VOI sales and financings and the sales of residential units which are typically a component of mixed use projects that include a hotel. Such revenues are impacted by the state of the global economy and, in particular, the U.S. economy, as well as interest rates and other economic conditions affecting the lending market. Revenue is generally recognized upon the buyer demonstrating a sufficient level of initial and continuing investment, when the period of cancellation with refund has expired and receivables are deemed collectible. We determine the portion of revenues to recognize for sales accounted for under the percentage of completion method based on judgments and estimates including total project costs to complete. Additionally, we record reserves against these revenues based on expected default levels. Changes in costs could lead to adjustments to the percentage of completion status of a project, which may result in differences in the timing and amount of revenues recognized from the projects. We have also entered into licensing agreements with third-party developers to offer consumers branded condominiums or residences. Our fees from these agreements are generally based on the gross sales revenue of units sold. Residential fee revenue is recorded in the period that a purchase and sales agreement exists, delivery of services and obligations has occurred, the fee to the owner is deemed fixed and determinable and collectability of the fees is reasonably assured. Residential revenue on whole ownership units is generally recorded using the completed contract method, whereby revenue is recognized only when a sales contract is completed or substantially completed. During the performance period, costs and deposits are recorded on the balance sheet.
·
Other Revenues from Managed and Franchised Properties - These revenues represent reimbursements of costs incurred on behalf of managed hotel properties and franchisees. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our operating income or our net income.
Goodwill and Intangible Assets. Goodwill and intangible assets arise in connection with acquisitions, including the acquisition of management and franchise contracts. We do not amortize goodwill and intangible assets with indefinite lives. Intangible assets with finite lives are amortized over their respective useful lives. In accordance with Accounting Standards Codification (ASC) Topic 350, Intangibles - Goodwill and Other, we review all goodwill and intangible assets for impairment annually (see Note 6), or upon the occurrence of a trigger event.
When testing goodwill for impairment, ASC Topic 350 permits us to assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis to determine whether the two-step impairment test is necessary. We also have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. Impairment charges, if any, are recognized in operating results.
To determine how we test the goodwill of our reporting units for impairment, we consider the results of the previous year’s tests and the percentage by which the fair value of the reporting unit exceeded its carrying value, the performance of our current year operations and our expectations for future operations. We had no goodwill impairment charges in 2015, 2014 or 2013. Based on the most recent goodwill impairment test performed in 2015, we do not expect the goodwill of our hotel reporting units will be impaired in the near future.
The vacation ownership and residential reporting unit had $151 million of goodwill as of December 31, 2015. At October 31, 2015, the date of our annual impairment valuation, we quantitatively evaluated this goodwill and determined that its fair value exceeded its carrying value. However, the consideration our stockholders are expected to receive for this reporting unit in the Planned Reverse Morris Trust Transaction with ILG (see Note 27) in the second quarter of 2016 is primarily based on the value of ILG’s common stock, which has declined in the last two months of 2015. Given the short period of time during which the decline occurred, we do not believe that it represents a sustained decline as of December 31, 2015, and therefore, the vacation ownership and residential goodwill was not impaired. However, if this decline is sustained, it could result in an impairment of the goodwill in 2016.
We may also qualitatively assess our indefinite lived intangible assets for impairment prior to performing the quantitative impairment test, utilizing the same methodology as described previously for our goodwill impairment assessment. If the quantitative analysis is required, we determine the fair value of our indefinite lived intangible assets primarily using the income approach, which requires us to make certain assumptions including growth in fees, operating expenses, inflation, income taxes and terminal value. We had no impairment charges related to our indefinite lived intangible assets in 2015, 2014 or 2013 as the qualitative assessments concluded that it was not more likely than not that the intangible assets were impaired or the quantitative analyses reflected that the fair values of the intangible assets significantly exceeded their book values.
Our finite lived intangibles are tested for impairment at least annually or whenever events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. During the years ended December 31, 2015, 2014 and 2013, we recorded no significant impairment charges related to finite lived intangible assets.
Frequent Guest Program. Starwood Preferred Guest is our frequent guest incentive marketing program. SPG members earn points based on spending at our owned, managed and franchised hotels, as incentives to first-time buyers of VOIs and residences, and through participation in affiliated partners’ programs such as co-branded credit cards and airline travel. Points can be redeemed at substantially all of our owned, managed and franchised hotels as well as through other redemption opportunities with third parties, such as conversion to airline miles.
We charge our owned, managed and franchised hotels the cost of operating the SPG program, including the estimated cost of our future redemption obligation, based on a percentage of our SPG members’ qualified expenditures. Our management and franchise agreements require that we are reimbursed for the costs of operating the SPG program, including marketing, promotions and communications and performing member services for the SPG members. As points are earned, we increase the SPG point liability for the amount of cash we receive from our managed and franchised hotels related to the future redemption obligation. For our owned hotels, we record an expense for the amount of our future redemption obligation with the offset to the SPG point liability. When points are redeemed by the SPG members, the hotels recognize revenue and the SPG point liability is reduced.
Through the services of third-party actuarial analysts, we determine the value of the future redemption obligation based on statistical formulas which project the timing of future point redemptions based on historical experience, including an estimate of the “breakage” for points that will never be redeemed, and an estimate of the points that will eventually be redeemed as well as the cost of reimbursing hotels and other third parties for other point redemption opportunities.
We consolidate the assets and liabilities of the SPG program including the liability associated with the future redemption obligation which is included in other long-term liabilities and accrued expenses in the accompanying consolidated balance sheets. The total actuarially determined liability, as of December 31, 2015 and 2014 was $1,219 million and $1,115 million, respectively, of which $491 million and $453 million, respectively, was included in accrued expenses. A 10% reduction in the estimate of “breakage” would have increased the liability at December 31, 2015 by approximately $41 million.
Long-Lived Assets. We evaluate the carrying value of our long-lived assets for impairment by comparing the expected undiscounted future cash flows of the assets to the net book value of the assets if certain trigger events occur. If the expected undiscounted future cash flows are less than the net book value of the assets, the excess of the net book value over the estimated fair value is charged to current earnings. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, sales of similar assets, appraisals and, if appropriate, current estimated net sales proceeds from pending offers. We evaluate the carrying value of our long-lived assets based on our plans, at the time, for such assets and such qualitative factors as future development in the surrounding area, status of expected local competition and projected incremental income from renovations. Changes to our plans, including a decision to dispose of or change the intended use of an asset, can have a material impact on the carrying value of the asset (see Note 4).
Loan Loss Reserves. For the vacation ownership and residential segment, we record an estimate of expected uncollectibility on our VOI notes receivable as a reduction of revenue at the time we recognize a timeshare sale. We hold large amounts of homogeneous VOI notes receivable and therefore assess uncollectibility based on pools of receivables. In estimating loan loss reserves, we use a technique referred to as static pool analysis, which tracks defaults for each year’s mortgage originations over the life of the respective notes and projects an estimated default rate. As of December 31, 2015 and 2014, the average estimated default rate for our pools of receivables was 9.1% and 9.2%, respectively.
We use the origination of the notes by brand (Sheraton, Westin, and Other) and the Fair Isaac Corporation (FICO) scores of the buyers as the primary credit quality indicators to calculate the loan loss reserve for the vacation ownership notes, as we believe there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership property they have acquired, supplemented by the FICO scores of the buyers. In addition to quantitatively calculating the loan loss reserve based on our static pool analysis, we supplement the process by evaluating certain qualitative data, including the aging of the respective receivables and current default trends by brand and origination year.
Given the significance of our pools of VOI notes receivable, a change in the projected default rate can have a significant impact to our loan loss reserve requirements, with a 0.1% change estimated to have an impact of approximately $5 million.
We consider a VOI note receivable delinquent when it is more than 30 days outstanding. All delinquent loans are placed on nonaccrual status, and we do not resume interest accrual until payment is made. We consider loans to be in default upon reaching 120 days outstanding, at which point, we generally commence the repossession process. Uncollectible VOI notes receivable are charged off when title to the unit is returned to us. We generally do not modify vacation ownership notes that become delinquent or upon default.
For the hotel segments, we measure the impairment of a loan based on the present value of expected future cash flows, discounted at the loan’s original effective interest rate, or the estimated fair value of the collateral. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. We apply the loan impairment policy individually to all loans in the portfolio and do not aggregate loans for the purpose of applying such policy. For loans that we have determined to be impaired, we recognize interest income on a cash basis.
Assets Held for Sale. We consider properties to be assets held for sale when management approves and commits to a formal plan to actively market a property or group of properties for sale and a signed sales contract and significant non-refundable deposit or contract break-up fee exist. Upon designation as an asset held for sale, we record the carrying value of each property or group of properties at the lower of its carrying value, which includes allocable segment goodwill, or its estimated fair value, less estimated costs to sell, and we stop recording depreciation expense. Any gain realized in connection with the sale of a property for which we have significant continuing involvement (such as through a long-term management agreement) is deferred and recognized over the initial term of the related agreement. The operations of the properties held for sale prior to the sale date are recorded in discontinued operations only if the disposal represents a strategic shift that will have a major effect on our operations and financial results.
Legal Contingencies. We are subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. An estimated loss from a loss contingency should be accrued by a charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our financial position or our results of operations (see Note 24).
Income Taxes. We provide for income taxes in accordance with principles contained in ASC Topic 740, Income Taxes. Under these principles, we recognize the amount of income tax payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns.
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance if it is more likely than not that a portion will not be realized. In assessing whether it is more likely than not that deferred tax assets will be realized, we consider all available evidence, both positive and negative, including our recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carry back and carry forward periods available to us for tax reporting purposes, and prudent and feasible tax planning strategies.
We measure and recognize the amount of tax benefit that should be recorded for financial statement purposes for uncertain tax positions taken or expected to be taken in a tax return. With respect to uncertain tax positions, we evaluate the recognized tax benefits for derecognition, classification, interest and penalties, interim period accounting and disclosure requirements. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk.
In limited instances, we seek to reduce earnings and cash flow volatility associated with changes in interest rates and foreign currency exchange rates by entering into financial arrangements intended to provide a hedge against a portion of the risks associated with such volatility. We continue to have exposure to such risks to the extent they are not hedged.
We enter into a derivative financial arrangement to the extent it meets the objectives described above, and we do not engage in such transactions for trading or speculative purposes (see Note 21).
At December 31, 2015, we were party to the following derivative instruments:
·
Forward contracts to hedge forecasted transactions for management and franchise fee revenues earned in foreign currencies. The aggregate dollar equivalent of the notional amounts was approximately $24 million. These contracts expire in 2016.
·
Forward foreign exchange contracts to manage the foreign currency exposure related to certain intercompany loans not deemed to be permanently invested. The aggregate dollar equivalent of the notional amounts of the forward contracts was approximately $860 million. These contracts expire in 2016.
·
Interest rate swap agreements to manage interest expense to modify our interest rate exposure by effectively converting debt with a fixed rate to a floating rate. The aggregate notional amount of the interest rate swaps was $250 million. The swaps expire in 2018 and 2019 when the related debt matures.
The following table sets forth the scheduled maturities and the total fair value of our indebtedness excluding securitized vacation ownership debt as of December 31, 2015 (in millions):
Item 8.
Item 8.
Financial Statements and Supplementary Data.
The financial statements and supplementary data required by this item appear beginning on page of this Annual Report and are incorporated herein by reference.
Item 9.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A.
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 Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based upon the foregoing 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 that 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 Securities and Exchange Commission, 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.
During the year ended December 31, 2015, we engaged with an external service provider to simplify and standardize various accounting processes and focus on developing scalable, transactional accounting activities. We transitioned some of our accounting and transactional processing activities to this external service provider. Pursuant to our service agreements, certain of the controls previously established around these accounting functions will be maintained by our service provider while others will be retained by us. We added additional governance controls to monitor the outsourced work and maintain appropriate internal controls over financial reporting.
There were no other changes in our internal control over financial reporting (as defined in Rules 13a - 15(f) and 15d - 15(f) under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting and the Report of the Corporation’s Independent Registered Public Accounting Firm are set forth in Item 8 of this Annual Report and are incorporated herein by reference.
Item 9B.
Item 9B.
Other Information.
Not applicable.
PART III
Item 10.
Item 10.
Directors, Executive Officers and Corporate Governance.
Information regarding directors and corporate governance will be included in an amendment to this 10-K filing. The amendment to this 10-K filing will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended December 31, 2015 and such information is incorporated herein by reference.
Item 11.
Item 11.
Executive Compensation.
Information regarding directors and corporate governance will be included in an amendment to this 10-K filing. The amendment to this 10-K filing will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended December 31, 2015 and such information is incorporated herein by reference.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Information regarding directors and corporate governance will be included in an amendment to this 10-K filing. The amendment to this 10-K filing will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended December 31, 2015 and such information is incorporated herein by reference.
Item 13.
Item 13.
Certain Relationships and Related Transactions and Director Independence.
Information regarding directors and corporate governance will be included in an amendment to this 10-K filing. The amendment to this 10-K filing will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended December 31, 2015 and such information is incorporated herein by reference.
Item 14.
Item 14.
Principal Accounting Fees and Services.
Information regarding directors and corporate governance will be included in an amendment to this 10-K filing. The amendment to this 10-K filing will be filed with the Securities and Exchange Commission within 120 days after the close of our fiscal year ended December 31, 2015 and such information is incorporated herein by reference.
Item 15.
Item 15.
Exhibits and Financial Statement Schedules.
(a)
The following documents are filed as part of this Annual Report:
1-2.
The financial statements and financial statement schedule listed in the Index to Financial Statements and Schedule following the signature pages hereof.
3.
Exhibits:
Exhibit
Number
Description of Exhibit
2.1
Agreement and Plan of Merger, dated as of October 27, 2015, among the Company, Vistana Signature Experiences, Inc., Iris Merger Sub, Inc. and Interval Leisure Group, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A (Commission File Number 001-07959) filed with the SEC on November 3, 2015 (the “November 3 Form 8-K/A”)).
2.2
Separation Agreement, dated as of October 27, 2015, among the Company, Vistana Signature Experiences, Inc. and Interval Leisure Group, Inc. (incorporated by reference to Exhibit 2.2 to the November 3 Form 8-K/A).
2.3
Agreement and Plan of Merger, dated as of November 15, 2015, among MarriottInternational, Inc., the Company, Solar Merger Sub 1, Inc., Solar Merger Sub 2, Inc., Mars Merger Sub, Inc. and Mars Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on November 16, 2015).
3.1
Articles of Amendment and Restatement of the Company, as of May 30, 2007 (incorporated by reference to Appendix A to the Company’s 2007 Notice of Annual Meeting and Proxy Statement (Commission File Number 001-07959) filed with the SEC on April 26, 2007).
3.2
Amended and Restated Bylaws of the Company, as amended and restated through June 30, 2013 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on July 1, 2013).
4.1
Termination Agreement dated as of April 7, 2006 between the Company and the Trust (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on April 13, 2006 (the “April 13 Form 8-K”)).
4.2
Amended and Restated Rights Agreement, dated as of April 7, 2006, between the Company and American Stock Transfer and Trust Company, as Rights Agent (which includes the form of Amended and Restated Articles Supplementary of the Series A Junior Participating Preferred Stock as Exhibit A, the form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C) (incorporated by reference to Exhibit 4.2 of the April 13 Form 8-K).
4.3
Amended and Restated Indenture, dated as of November 15, 1995, as Amended and Restated as of December 15, 1995 between ITT Corporation (formerly known as ITT Destinations, Inc.) and the First National Bank of Chicago, as trustee (incorporated by reference to Exhibit 4.A.IV to the First Amendment to ITT Corporation’s Registration Statement on Form S-3 (Commission File Number 333-07221) filed November 13, 1996).
4.4
First Indenture Supplement, dated as of December 31, 1998, among ITT Corporation, the Company and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on January 8, 1999).
4.5
Second Indenture Supplement, dated as of April 9, 2006, among the Company, Sheraton Holding Corporation and Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the April 13 Form 8-K).
4.6
Indenture, dated as of September 13, 2007, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on September 17, 2007 (the “September 17 Form 8-K”)).
4.7
Supplemental Indenture No. 2, dated as of May 23, 2008, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on May 28, 2008).
4.8
Supplemental Indenture No. 4, dated as of November 20, 2009, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on November 23, 2009).
4.9
Indenture, dated as of December 10, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on December 10, 2012 (the “December 10 Form 8-K”)).
4.10
Supplemental Indenture No. 1, dated as of December 10, 2012, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the December 10 Form 8-K).
4.11
Supplemental Indenture No. 2, dated as of September 15, 2014, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on September 15, 2014).
Exhibit
Number
Description of Exhibit
10.1
Third Amended and Restated Limited Partnership Agreement of SLC Operating Limited Partnership, dated January 6, 1999 (the “SLC LPA”), among the Company and the limited partners of SLC Operating Limited Partnership (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 1998).
10.2
Amendment to the SLC LPA, effective as of December 27, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2013 (the “2013 Form 10-K”)).
10.3
Form of Trademark License Agreement, dated as of December 10, 1997, between Starwood Capital Group, L.L.C. and Starwood Lodging Trust (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 1997).
10.4
Credit Agreement, dated as of November 30, 2012, by and among the Company, certain of its subsidiaries, as borrowers, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citigroup Global Markets Inc., as syndication agent, Bank of America, N.A., HSBC Bank USA, National Association and Wells Fargo Bank, National Association, as documentation agents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on December 5, 2012).
10.5
First Amendment to Credit Agreement, dated as of February 6, 2013, by and among the Company, certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2012).
10.6
Second Amendment to Credit Agreement, dated as of January 3, 2014, by and among the Company, certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.6 to the 2013 Form 10-K).
10.7
Third Amendment to Credit Agreement, dated as of July 29, 2014, by and among the Company, certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other persons party thereto (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended September 30, 2014 (the “2014 Form 10-Q3”)).
10.8
Fourth Amendment to Credit Agreement, dated as of September 30, 2014, by and among the Company, certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other persons party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on October 2, 2014).
10.9
Starwood Hotels & Resorts Worldwide, Inc. 1999 Long-Term Incentive Compensation Plan (the “1999 LTIP”) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended June 30, 1999 (the “1999 Form 10-Q2”)). *
10.10
First Amendment to the 1999 LTIP, dated as of August 1, 2001 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended September 30, 2001). *
10.11
Second Amendment to the 1999 LTIP (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended March 31, 2003 (the “2003 Form 10-Q1”)). *
10.12
Form of Non-Qualified Stock Option Agreement pursuant to the 1999 LTIP (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2004 (the “2004 Form 10-K”)). *
10.13
Form of Restricted Stock Agreement pursuant to the 1999 LTIP (incorporated by reference to Exhibit 10.31 to the 2004 Form 10-K). *
10.14
Starwood Hotels & Resorts Worldwide, Inc. 2002 Long-Term Incentive Compensation Plan (the “2002 LTIP”) (incorporated by reference to Annex B of the Company’s 2002 Notice of Annual Meeting and Proxy Statement (Commission File Number 001-07959) filed with the SEC on April 12, 2002). *
10.15
First Amendment to the 2002 LTIP (incorporated by reference to Exhibit 10.1 to the 2003 Form 10-Q1). *
10.16
Form of Non-Qualified Stock Option Agreement pursuant to the 2002 LTIP (incorporated by reference to Exhibit 10.49 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2002 (the “2002 Form 10-K”)). *
10.17
Form of Restricted Stock Agreement pursuant to the 2002 LTIP (incorporated by reference to Exhibit 10.35 to the 2004 Form 10-K). *
10.18
Starwood Hotels & Resorts Worldwide, Inc. 2004 Long-Term Incentive Compensation Plan, amended and restated as of December 31, 2008 (“2004 LTIP”) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on January 6, 2009 (the “January 2009 Form 8-K”)). *
Exhibit
Number
Description of Exhibit
10.19
First Amendment to the 2004 LTIP (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended June 30, 2013). *
10.20
Form of Non-Qualified Stock Option Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended June 30, 2004). *
10.21
Form of Restricted Stock Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.38 to the 2004 Form 10-K). *
10.22
Form of Non-Qualified Stock Option Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC February 13, 2006 (the “February 2006 Form 8-K”)). *
10.23
Form of Restricted Stock Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.1 to the February 2006 Form 8-K). *
10.24
Form of Amended and Restated Non-Qualified Stock Option Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the period ended June 30, 2006 (the 2006 Form 10-Q2”)). *
10.25
Form of Amended and Restated Restricted Stock Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.2 to the 2006 Form 10-Q2). *
10.26
Form of 2013 Performance Share Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.24 to the 2013 Form 10-K). *
10.27
Form of 2013 Restricted Stock Award Agreement pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.24 to the 2013 Form 10-K). *
10.28
Annual Incentive Plan for Certain Executives, amended and restated as of December 2008 (incorporated by reference to Exhibit 10.2 to the January 2009 Form 8-K). *
10.29
Starwood Hotels & Resorts Worldwide, Inc. Amended and Restated Deferred Compensation Plan, effective as of January 22, 2008 (incorporate by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2007). *
10.30
Starwood Hotels & Resorts Worldwide, Inc. 2013 Long-Term Incentive Compensation Plan (“2013 LTIP”) (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 (Commission File Number 333-189674) filed June 28, 2013). *
10.31
Form of Indemnification Agreement between the Company and each of its Directors and executive officers (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on November 25, 2009). *
10.32
Separation Agreement and General Release, dated February 16, 2015, between the Company and Frits van Paasschen (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2015). *
10.33
Form of Non-Qualified Stock Option Agreement between the Company and Frits van Paasschen pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the period ended September 30, 2007 (the “2007 Form 10-Q3”)). *
10.34
Employment Agreement, dated as of November 13, 2003, between the Company and Vasant Prabhu (incorporated by reference to Exhibit 10.68 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2003). *
10.35
Letter Agreement, dated August 14, 2007, between the Company and Vasant Prabhu (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on August 17, 2007 (the “August 17 Form 8-K”)). *
10.36
Amendment, dated as of December 30, 2008, to employment agreement between the Company and Vasant Prabhu (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2008 (the “2008 Form 10-K”)). *
10.37
Employment Agreement, dated as of September 25, 2000, between the Company and Kenneth Siegel (incorporated by reference to Exhibit 10.57 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2000). *
10.38
Letter Agreement, dated July 22, 2004 between the Company and Kenneth Siegel (incorporated by reference to Exhibit 10.73 to the 2004 Form 10-K). *
10.39
Amendment, dated as of December 30, 2008, to employment agreement between the Company and Kenneth S. Siegel (incorporated by reference to Exhibit 10.43 to the 2008 Form 10-K). *
10.40
Employment Agreement, dated as of August 2, 2007, between the Company and Bruce W. Duncan (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended June 30, 2007). *
Exhibit
Number
Description of Exhibit
10.41
Form of Restricted Stock Unit Agreement between the Company and Bruce W. Duncan pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the period ended March 31, 2007). *
10.42
Amended and Restated Employment Agreement, dated as of April 18, 2013, by and between Starwood Hotels & Resorts Worldwide, Inc. and Frits van Paasschen (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on April 24, 2013). *
10.43
Form of Restricted Stock Unit Agreement between the Company and Frits van Paasschen pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.6 to the 2007 Form 10-Q3). *
10.44
Form of Restricted Stock Grant between the Company and Frits van Paasschen pursuant to the 2004 LTIP (incorporated by reference to Exhibit 10.7 to the 2007 Form 10-Q3). *
10.45
Form of Severance Agreement between the Company and each of Messrs. Siegel and Prabhu (incorporated by reference to Exhibit 10.57 to the 2008 Form 10-K). *
10.46
Letter Agreement, dated August 22, 2008, between the Company and Matthew Avril (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended March 31, 2009 (the “2009 Form 10-Q1”). *
10.47
Amendment, dated as of December 30, 2008, to employment agreement between the Company and Matthew Avril (incorporated by reference to Exhibit 10.2 to the 2009 Form 10-Q1). *
10.48
Amendment, dated as of December 15, 2011, to employment agreement between the Company and Matthew Avril (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (Commission File Number 001-07959) for the fiscal year ended December 31, 2011). *
10.49
Amended and Restated Severance Agreement, dated as of December 30, 2008, between the Company and Matthew Avril (incorporated by reference to Exhibit 10.3 to the 2009 Form 10-Q1). *
10.50
Retirement Agreement and Mutual General Release of Claims by and between Starwood International Licensing Company, S.A.R.L., Starwood Hotels & Resorts Worldwide, Inc. and Matthew E. Avril, dated as of April 12, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC April 16, 2012). *
10.51
Letter Agreement, dated April 15, 2008, between the Company and Simon Turner (incorporated by reference to Exhibit 10.7 to the 2009 Form 10-Q1). *
10.52
Amendment, dated as of December 30, 2008, to employment agreement between the Company and Simon Turner (incorporated by reference to Exhibit 10.8 to the 2009 Form 10-Q1). *
10.53
Amended and Restated Severance Agreement, dated as of December 30, 2008, between the Company and Simon Turner (incorporated by reference to Exhibit 10.9 to the 2009 Form 10-Q1). *
10.54
Employment Agreement, dated August 27, 2012, between the Company and Sergio Rivera (incorporated by reference to Exhibit 10.24 to the 2013 Form 10-K). *
10.55
Severance Agreement, dated August 27, 2012, between the Company and Sergio Rivera (incorporated by reference to Exhibit 10.24 to the 2013 Form 10-K). *
10.56
Starwood Savings Restoration Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended September 30, 2013). *
10.57
Employment Agreement, dated May 7, 2014, between the Company and Martha Poulter (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended June 30, 2014 (the “2014 Form 10-Q2”)). *
10.58
Severance Agreement, dated May 7, 2014, between the Company and Martha Poulter (incorporated by reference to Exhibit 10.2 to the 2014 Form 10-Q2). *
10.59
Form of Restricted Stock Award Agreement pursuant to the 2013 LTIP (incorporated by reference to Exhibit 10.3 to the 2014 Form 10-Q2). *
10.60
Employment Agreement, dated August 18, 2014, between the Company and Thomas B. Mangas (including the Non-Compete, Non-Solicitation, Confidentiality and Intellectual Property Agreement between the Company and Thomas B. Mangas) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on August 27, 2014 (the “August 27 Form 8-K”)). *
10.61
Severance Agreement, dated August 18, 2014, between the Company and Thomas B. Mangas (incorporated by reference to Exhibit 10.2 to the August 27 Form 8-K). *
10.62
Form of Restricted Stock Award Retention Agreement Pursuant to the 2013 LTIP (incorporated by reference to Exhibit 10.3 to the 2014 Form 10-Q3). *
10.63
Amendment, dated as of May 27, 2015, to the severance agreement between the Company and Thomas B. Mangas (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission File Number 001-07959) for the quarterly period ended June 30, 2015). *
10.64
Employment Agreement, dated June 17, 2015, between the Company and Adam M. Aron (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File Number 001-07959) filed with the SEC on June 23, 2015). *
Exhibit
Number
Description of Exhibit
10.65
Letter Agreement, dated December 15, 2015, between the Company and Thomas B. Mangas (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A (Commission File Number 001-07959) filed with the SEC on December 22, 2015 (the “December 22 Form 8-K/A”)). *
10.66
Letter Agreement, dated December 17, 2015, between the Company and Alan M. Schnaid (incorporated by reference to Exhibit 10.2 to the December 22 Form 8-K/A). *
10.67
Separation Agreement, dated December 15, 2015 between the Company and Adam M. Aron (incorporated by reference to Exhibit 10.3 to the December 22 Form 8-K/A). *
12.1
Calculation of Ratio of Earnings to Total Fixed Charges. +
21.1
List of our Subsidiaries. +
23.1
Consent of Ernst & Young LLP. +
31.1
Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 - Chief Executive Officer. +
31.2
Certification Pursuant to Rule 13a-14 under the Securities Exchange Act of 1934 - Chief Financial Officer. +
32.1
Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code - Chief Executive Officer. +
32.2
Certification Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code - Chief Financial Officer. +
The following materials from Starwood Hotels & Resorts Worldwide, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, and (vi) notes to the consolidated financial statements. +
+Filed herewith.
*Indicates management contract or compensatory plan or arrangement
The registrant hereby agrees to file with the Commission a copy of any instrument defining the rights of long-term debt holders of the registrant and its consolidated subsidiaries upon the request of the Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
Management’s Report on Internal Control over Financial Reporting
Management of Starwood Hotels & Resorts Worldwide, Inc. and its subsidiaries (“Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f).
Our management assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2015. In making this assessment, the Company’s management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on assessment and those criteria, management believes that, as of December 31, 2015, the Company’s internal control over financial reporting is effective.
Management has engaged Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report on Form 10-K, to attest to the Company’s internal control over financial reporting. The report is included herein.
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Starwood Hotels & Resorts Worldwide, Inc.
We have audited Starwood Hotels & Resorts Worldwide, Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2015 and 2014 and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2015 of the Company and our report dated February 25, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Stamford, Connecticut
February 25, 2016
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Starwood Hotels & Resorts Worldwide, Inc.
We have audited the accompanying consolidated balance sheets of Starwood Hotels & Resorts Worldwide, Inc. (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Stamford, Connecticut
February 25, 2016
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
The accompanying notes to financial statements are an integral part of the above statements.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
The accompanying notes to financial statements are an integral part of the above statements.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
The accompanying notes to financial statements are an integral part of the above statements.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(1)
Stock option and restricted stock award transactions are net of a tax benefit of $13 million, $9 million and $26 million in 2015, 2014, and 2013, respectively.
The accompanying notes to financial statements are an integral part of the above statements.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
The accompanying notes to financial statements are an integral part of the above statements.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Note 1. Basis of Presentation
The accompanying consolidated financial statements represent the consolidated financial position and consolidated results of operations of Starwood Hotels & Resorts Worldwide, Inc. and our subsidiaries (we, us, the Company, or Starwood). We are one of the world’s largest hotel and leisure companies. Our principal business is hotels and leisure, which is comprised of a worldwide hospitality network of 1,297 full-service hotels, vacation ownership resorts and residential developments primarily serving two markets: luxury and upper upscale. The principal operations of Starwood Vacation Ownership, Inc. (SVO) include the development and operation of vacation ownership resorts and marketing, selling and financing of vacation ownership interests (VOIs) in the resorts.
The consolidated financial statements include our assets, liabilities, revenues and expenses and those of our controlled subsidiaries and partnerships. In consolidating, all material intercompany transactions are eliminated. We have evaluated all subsequent events through the date the consolidated financial statements were filed with the Securities and Exchange Commission.
Following the guidance for noncontrolling interests in Accounting Standards Codification (ASC) Topic 810, Consolidation, references in this report to our earnings per share, net income, and stockholders’ equity attributable to Starwood’s common stockholders do not include amounts attributable to noncontrolling interests.
Note 2. Significant Accounting Policies
Cash and Cash Equivalents. We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Restricted Cash. Restricted cash primarily consists of deposits received on sales of VOIs that are held in escrow until a certificate of occupancy is obtained, the legal rescission period has expired and the deed of trust has been recorded in governmental property ownership records. Additionally, restricted cash includes cash held by our VIEs from our securitization transactions (see Note 8).
Inventories. Inventories are comprised principally of VOIs of $303 million and $213 million as of December 31, 2015 and 2014, respectively, and hotel inventory. VOI inventory, which has an operating cycle that generally exceeds 12 months, is classified as a current asset consistent with recognized industry practice. VOI inventory is carried at the lower of cost or net realizable value and includes capitalized interest. Capitalized interest incurred in 2015, 2014 and 2013 was approximately $5 million, $1 million and $1 million, respectively. Hotel inventory includes operating supplies and food and beverage inventory items which are generally valued at the lower of FIFO cost (first-in, first-out) or market.
Loan Loss Reserves. For the vacation ownership and residential segment, we record an estimate of expected uncollectibility on our VOI notes receivable as a reduction of revenue at the time we recognize a timeshare sale. We hold large amounts of homogeneous VOI notes receivable and therefore assess uncollectibility based on pools of receivables. In estimating loan loss reserves, we use a technique referred to as static pool analysis, which tracks defaults for each year’s mortgage originations over the life of the respective notes and projects an estimated default rate. As of December 31, 2015 and 2014, the average estimated default rate of our pools of receivables was 9.1% and 9.2%, respectively.
We use the origination of the notes by brand (Sheraton, Westin, and Other) and the Fair Isaac Corporation (FICO) scores of the buyers as the primary credit quality indicators to calculate the loan loss reserve for the vacation ownership notes, as we believe there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership property they have acquired, supplemented by the FICO scores of the buyers. In addition to quantitatively calculating the loan loss reserve based on our static pool analysis, we supplement the process by evaluating certain qualitative data, including the aging of the respective receivables and current default trends by brand and origination year.
Given the significance of our pools of VOI notes receivable, a change in the projected default rate can have a significant impact to our loan loss reserve requirements, with a 0.1% change estimated to have an impact of approximately $5 million.
We consider a VOI note receivable delinquent when it is more than 30 days outstanding. All delinquent loans are placed on nonaccrual status, and we do not resume interest accrual until payment is made. We consider loans to be in default upon reaching 120 days outstanding, at which point we generally commence the repossession process. Uncollectible VOI notes receivable are charged off when title to the unit is returned to us. We generally do not modify vacation ownership notes that become delinquent or upon default.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
For the hotel segments, we measure the impairment of a loan based on the present value of expected future cash flows, discounted at the loan’s original effective interest rate, or the estimated fair value of the collateral. For impaired loans, we establish a specific impairment reserve for the difference between the recorded investment in the loan and the present value of the expected future cash flows or the estimated fair value of the collateral. We apply the loan impairment policy individually to all loans in the portfolio and do not aggregate loans for the purpose of applying such policy. For loans that we have determined to be impaired, we recognize interest income on a cash basis.
Investments. Investments in joint ventures are generally accounted for under the equity method of accounting when we have a 20% to 50% ownership interest or exercise significant influence over the venture. If our interest exceeds 50% or, if we have the power to direct the economic activities of the entity and the obligation to absorb losses or receive benefits from the entity that could be significant, then the results of the joint venture are consolidated herein. All other investments are generally accounted for under the cost method.
The fair market value of investments is based on the market prices for the last day of the period if the investment trades on quoted exchanges. For non-traded investments, fair value is estimated based on the underlying value of the investment, which is dependent on the performance of the investment as well as the volatility inherent in external markets. In assessing potential impairment for an investment, we will consider these factors as well as the forecasted financial performance of the investment. If the forecast is not met, we may have to record an impairment charge.
Assets Held for Sale. We consider properties to be assets held for sale when management approves and commits to a formal plan to actively market a property or group of properties for sale and a signed sales contract and significant non-refundable deposit or contract break-up fee exists. Upon designation as an asset held for sale, we record the carrying value of each property or group of properties at the lower of its carrying value, which includes allocable segment goodwill, or its estimated fair value, less estimated costs to sell, and we stop recording depreciation expense. Any gain realized in connection with the sale of a property for which we have significant continuing involvement (such as through a long-term management agreement) is deferred and recognized over the initial term of the related agreement (see Note 10). Prior to our adoption of Accounting Standard Update (ASU) No. 2014-08, “Presentation of Financial Statements” on July 1, 2014, the operations of the properties sold or held for sale prior to the sale date were recorded in discontinued operations unless we had significant continuing involvement (such as through a management or franchise agreement) after the sale. After our adoption of ASU No. 2014-08, the operations of properties sold or held for sale prior to the sale date are recorded in discontinued operations only if the disposal represents a strategic shift that will have a major effect on our operations and financial results.
Plant, Property and Equipment. Plant, property and equipment are recorded at cost. We recorded capitalized interest of $2 million, $4 million and $6 million incurred in 2015, 2014 and 2013, respectively. The costs of improvements that extend the life of plant, property and equipment, such as structural improvements, equipment and fixtures, are capitalized. Costs for normal repairs and maintenance are expensed as incurred. Depreciation is recorded on a straight-line basis over the estimated useful economic lives of 15 to 40 years for buildings and improvements; 3 to 10 years for furniture, fixtures and equipment; 3 to 20 years for information technology software and equipment; and the lesser of the lease term or the economic useful life for leasehold improvements. Gains or losses on the sale or retirement of assets are included in income when the assets are retired or sold provided there is reasonable assurance of the collectability of the sales price and any future activities to be performed by us relating to the assets sold are insignificant.
We evaluate the carrying value of our assets for impairment in accordance with ASC Topic 360, Property Plant, and Equipment. When a trigger event occurs for assets in use, we compare the expected undiscounted future cash flows of the assets to the net book value of the assets. If the expected undiscounted future cash flows are less than the net book value of the assets, we charge the excess of the net book value over the estimated fair value to current earnings. Fair value is based upon the discounted cash flows of the assets at rates deemed reasonable for the type of asset and prevailing market conditions, comparative sales for similar assets, appraisals and, if appropriate, current estimated net sales proceeds from pending offers (see Note 4).
Goodwill and Intangible Assets. Goodwill and intangible assets arise in connection with acquisitions, including the acquisition of management and franchise contracts. We do not amortize goodwill and intangible assets with indefinite lives. Intangible assets with finite lives are amortized over their respective useful lives. In accordance with ASC Topic 350, Intangibles - Goodwill and Other, we review all goodwill and intangible assets for impairment annually, or upon the occurrence of a trigger event.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
When testing goodwill for impairment, ASC Topic 350 permits us to assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis to determine whether the two-step impairment test is necessary. We also have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step goodwill impairment test. We may also qualitatively assess our indefinite lived intangible assets for impairment prior to performing the quantitative impairment test. We evaluate the recoverability of our finite lived intangible assets in the same manner in which our property, plant and equipment are evaluated, as discussed above. Impairment charges, if any, are recognized in operating results.
Frequent Guest Program. Starwood Preferred Guest ® (SPG) is our frequent guest incentive marketing program. SPG members earn points based on spending at our owned, managed and franchised hotels, as incentives to first-time buyers of VOIs and residences, and through participation in affiliated partners’ programs such as co-branded credit cards and airline travel. Points may be redeemed at substantially all of our owned, leased, managed and franchised hotels as well as through other redemption opportunities with third parties, such as conversion to airline miles.
We charge our owned, managed and franchised hotels the cost of operating the SPG program, including the estimated cost of our future redemption obligation, based on a percentage of our SPG members’ qualified expenditures. Our management and franchise agreements require that we are reimbursed for the costs of operating the SPG program, including marketing, promotions and communications, and performing member services for the SPG members. As points are earned, we increase the SPG point liability for the amount of cash we receive from our managed and franchised hotels related to the future redemption obligation. For our owned hotels, we record an expense for the amount of our future redemption obligation with the offset to the SPG point liability. When points are redeemed by the SPG members, the hotels recognize revenue and the SPG point liability is reduced.
Through the services of third-party actuarial analysts, we determine the value of the future redemption obligation. This value is based on statistical formulas which project the timing of future point redemptions based on historical experience, including an estimate of the “breakage” for points that will never be redeemed, and an estimate of the points that will eventually be redeemed as well as the cost of reimbursing hotels and other third-parties for other point redemption opportunities.
We consolidate the assets and liabilities of the SPG program including the liability associated with the future redemption obligation which is included in other long-term liabilities and accrued expenses in the accompanying consolidated balance sheets. The total actuarially determined liability, as of December 31, 2015 and 2014, was $1,219 million and $1,115 million, respectively, of which $491 million and $453 million, respectively, was included in accrued expenses. A 10% decrease to the breakage estimate used in determining the future redemption obligation at December 31, 2015 would have increased the liability by approximately $41 million.
Legal Contingencies. We are subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. ASC Topic 450, Contingencies, requires that an estimated loss from a loss contingency be accrued with a corresponding charge to income if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. Disclosure of a contingency is required if there is at least a reasonable possibility that a loss has been incurred. We evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of the loss. Changes in these factors could materially impact our financial position or our results of operations (see Note 24).
Fair Value of Financial Instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy prioritizes the inputs to valuation methodologies used to measure fair value as follows:
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Level 1 - Quoted prices in active markets for identical assets or liabilities.
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Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
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Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Derivative Financial Instruments. We record derivatives at fair value. The designation of a derivative instrument as a hedge and its ability to meet the hedge accounting criteria determine how we reflect the change in fair value of the derivative instrument in our financial statements. A derivative qualifies for hedge accounting if, at inception, the derivative is expected to be highly effective in offsetting the underlying hedged cash flows or fair value and we fulfill the hedge documentation standards at the time we enter into the derivative contract. We designate a hedge as a cash flow hedge, fair value hedge, or a net investment hedge in non-U.S. operations based on the exposure we are hedging. For the effective portion of qualifying cash flow hedges, we record changes in fair value in other comprehensive income (OCI). We release the derivative’s gain or loss from OCI to match the timing of the underlying hedged items’ effect on earnings.
We review the effectiveness of our hedging instruments quarterly and recognize current period hedge ineffectiveness, if any, immediately in earnings. We recognize changes in the fair value for derivatives not designated as hedges or those not qualifying for hedge accounting in current period earnings. We discontinue hedge accounting for any hedge that is no longer evaluated to be highly effective. From time to time we may choose to de-designate portions of hedges when changes in estimates of forecasted transactions occur.
We do not enter into derivative financial instruments for trading or speculative purposes, and we monitor the financial stability and credit standing of our counterparties in these transactions.
Foreign Currency Translation. Balance sheet accounts are translated at the exchange rates in effect at each period end and income and expense accounts are translated at the average rates of exchange prevailing during the year. The national currencies of foreign operations are generally the functional currencies. Translation adjustments from foreign currency exchange and the effect of exchange rate changes on intercompany transactions of a long-term investment nature are generally included in other comprehensive income. Gains and losses from foreign exchange rate changes related to intercompany receivables and payables that are not of a long-term investment nature are reported currently in costs and expenses and amounted to a net gain of $12 million in 2015, a net gain of $4 million in 2014 and a net loss of $14 million in 2013.
Income Taxes. We provide for income taxes in accordance with principles contained in ASC Topic 740, Income Taxes. Under these principles, we recognize the amount of income tax payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns.
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance if it is more likely than not that a portion will not be realized. In assessing whether it is more likely than not that deferred tax assets will be realized, we consider all available evidence, both positive and negative, including our recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carry back and carry forward periods available to us for tax reporting purposes, and prudent and feasible tax planning strategies.
We measure and recognize the amount of tax benefit that should be recorded for financial statement purposes for uncertain tax positions taken or expected to be taken in a tax return. With respect to uncertain tax positions, we evaluate the recognized tax benefits for derecognition, classification, interest and penalties, interim period accounting and disclosure requirements. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns.
Stock-Based Compensation. We calculate the fair value of share-based awards on the date of grant. Restricted stock awards are valued based on the share price, performance awards are valued based on a Monte Carlo simulation and, when granted in previous years, options were valued using a lattice valuation model. The Monte Carlo simulation estimates the fair value of our performance awards primarily based on the terms associated with the grant and public information that is readily available. The underlying principles in the Monte Carlo simulation are that publicly traded stocks are fairly priced and the future returns of a stock may be estimated primarily by the stock’s assumed volatility. The lattice valuation option pricing model required that we estimate key assumptions such as expected life, volatility, risk-free interest rates and dividend yield to determine the fair value of share-based awards, based on both historical information and management decision regarding market factors and trends. We amortize the share-based compensation expense over the period that the awards are expected to vest, net of estimated forfeitures. If the actual forfeitures differ from management estimates, additional adjustments to compensation expense are recorded (see Note 20). We issue new shares to satisfy stock option exercises.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Revenue Recognition. Our revenues are primarily derived from the following sources: (1) hotel and resort revenues at our owned, leased and consolidated joint venture properties; (2) management fees and franchise fees; (3) vacation ownership and residential sales; (4) other revenues from managed and franchised properties. Generally, revenues are recognized when services are rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. The following is a description of the composition of our revenues:
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Owned, Leased and Consolidated Joint Ventures - Represents revenue primarily derived from hotel operations, including the rental of rooms and food and beverage sales, from our owned, leased and consolidated joint venture hotels and resorts. Revenue is recognized when rooms are occupied and services have been rendered.
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Management Fees and Franchise Fees - Represents fees earned on hotels and resorts managed worldwide, usually under long-term contracts, franchise fees received in connection with the franchise of our Luxury Collection, Tribute Portfolio, Westin, Le Méridien, Sheraton, Four Points by Sheraton, Aloft and Element brand names, termination fees and the amortization of deferred gains related to sold properties for which we have significant continuing involvement. Management fees are comprised of a base fee, which is generally based on a percentage of gross revenues, and an incentive fee, which is generally based on the property’s profitability. For any time during the year, when the provisions of our management contracts allow receipt of incentive fees upon termination, incentive fees are recognized for the fees due and earned as if the contract was terminated at that date, exclusive of any termination fees due or payable. Therefore, during periods prior to year-end, the incentive fees recorded may not be indicative of the eventual incentive fees that will be recognized at year-end as conditions and incentive hurdle calculations may not be final. Franchise fees are generally based on a percentage of hotel room revenues.
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Vacation Ownership and Residential Sales - We recognize revenue from VOI sales and financings and the sales of residential units which are typically a component of mixed use projects that include a hotel. Revenue is generally recognized upon the buyer demonstrating a sufficient level of initial and continuing investment when the period of cancellation with refund has expired and receivables are deemed collectible. We determine the portion of revenues to recognize for sales accounted for under the percentage of completion method based on judgments and estimates including total project costs to complete. Additionally, we record reserves against these revenues based on expected default levels. We have also entered into licensing agreements with third-party developers to offer consumers branded condominiums or residences. Our fees from these agreements are generally based on the gross sales revenue of units sold. Residential fee revenue is recorded in the period that a purchase and sales agreement exists, delivery of services and obligations has occurred, the fee to the owner is deemed fixed and determinable and collectability of the fees is reasonably assured. Residential revenue on whole ownership units is generally recorded using the completed contract method, whereby revenue is recognized only when a sales contract is completed or substantially completed. During the performance period, costs and deposits are recorded on the balance sheet.
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Other Revenues from Managed and Franchised Properties - These revenues represent reimbursements of costs incurred by managed hotel properties and franchisees. These costs relate primarily to payroll costs at managed properties where we are the employer. Since the reimbursements are made based upon the costs incurred with no added margin, these revenues and corresponding expenses have no effect on our operating income or net income.
Insurance Retention. Through our captive insurance company, we provide insurance coverage for workers’ compensation, employment practices liability, auto liability and physical damage, property and general liability claims arising at hotel properties owned or managed by us through policies written directly and through reinsurance arrangements. Estimated insurance claims payable represent expected settlement of outstanding claims and a provision for claims that have been incurred but not reported. These estimates are based on our assessment of potential liability using an analysis of available information including pending claims, historical experience and current cost trends. The amount of the ultimate liability may vary from these estimates. Estimated costs of these self-insurance programs are accrued, based on the analysis of third-party actuaries.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Costs Incurred to Sell VOIs. We capitalize direct costs attributable to the sale of VOIs until the sales are recognized. Selling costs capitalized under this methodology were approximately $8 million and $5 million as of December 31, 2015 and 2014, respectively, and all such capitalized costs are included in prepaid expenses and other assets in the accompanying consolidated balance sheets. Costs eligible for capitalization follow the guidelines of ASC Topic 978, Real Estate - Time Sharing Activities. If a contract is cancelled, we charge the unrecoverable direct selling costs to expense and record forfeited deposits as income.
VOI and Residential Inventory Costs. Real estate and development costs are valued at the lower of cost or net realizable value. Development costs include both hard and soft construction costs and together with real estate costs are allocated to VOIs and residential units on the relative sales value method. Interest, property taxes and certain other carrying costs incurred during the construction process are capitalized as incurred. Such costs associated with completed VOI and residential units are expensed as incurred.
Advertising Costs. We enter into multi-media advertising campaigns, including television, radio, internet, print advertisements and other promotional activities. Costs associated with these campaigns, including communication and production costs, are aggregated and expensed the first time that the advertising takes place. If it becomes apparent that the media campaign will not take place, then all costs are expensed at that time. During the years ended December 31, 2015, 2014 and 2013, we incurred approximately $162 million, $157 million and $154 million of advertising expense and other promotional activities, respectively, a significant portion of which was reimbursed by managed and franchised hotels.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications. Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation.
Impact of Recently Issued Accounting Standards.
Future Accounting Standards
In April 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-05, “Intangibles- Goodwill and Other- Internal - Use Software (Subtopic 350-40) Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” The amendments in this topic are intended to provide guidance about whether a cloud computing arrangement includes a software license. This update is effective for annual and interim periods beginning after December 15, 2015 with early adoption permitted. We adopted this ASU prospectively on January 1, 2016. We do not believe the adoption of this update will have a material impact on our financial statements.
In April 2015, the FASB issued ASU No. 2015-03, “Interest- Imputation of Interest (Subtopic 835-30) Simplifying the Presentation of Debt Issuance Costs.” The amendments in this topic are intended to simplify the presentation of debt issuance costs and are effective for annual and interim periods beginning after December 15, 2015 with early adoption permitted. We adopted this ASU on January 1, 2016. We do not believe the adoption of this update will have a material impact on our financial statements.
In February 2015, the FASB issued ASU No. 2015-02, “Consolidation (Topic 810) Amendments to the Consolidation Analysis.” The amendments in this update are intended to improve and simplify targeted areas of the consolidation guidance and are effective for annual and interim periods beginning after December 15, 2015 with early adoption permitted. We adopted this ASU on January 1, 2016. We do not believe the adoption of this update will have a material impact on our financial statements.
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements- Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This update provides guidance on management’s responsibility to evaluate whether there is substantial doubt about the ability to continue as a going concern and to provide related interim and annual footnote disclosures. The amendments in this ASU are effective for reporting periods ending after December 15, 2016, and we plan to adopt this ASU for the annual period ending on December 31, 2016. We do not believe the adoption of this update will have a material impact on our financial statements.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” This topic provides for five principles which should be followed to determine the appropriate amount and timing of revenue recognition for the transfer of goods and services to customers. The principles in this ASU should be applied to all contracts with customers regardless of industry, with two transition methods of adoption allowed. In July 2015, the FASB approved a one-year deferral of this standard, with a revised effective date for reporting periods beginning after December 15, 2017. Early adoption is permitted for annual periods beginning after December 16, 2016. We plan to adopt this ASU on January 1, 2018. We are still evaluating the financial statement impacts of the guidance in this ASU and determining which transition method we will utilize.
Adopted Accounting Standards
In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes.” This update eliminates the existing requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet and requires all deferred tax assets and liabilities be classified as noncurrent. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. We adopted this ASU on a prospective basis on December 31, 2015. No prior periods were retrospectively adjusted. The adoption of this guidance had no impact on the Company’s consolidated net income or comprehensive income. The adoption of this update simplified the presentation of deferred income taxes in our financial statements.
In January 2015, the FASB issued ASU No. 2015-01, “Income Statement- Extraordinary and Unusual Items (Subtopic 225-20) Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This topic eliminates from U.S. generally accepted accounting principles (GAAP) the concept of extraordinary items. This update is effective for annual and interim periods beginning after December 15, 2015 with early adoption permitted. We adopted this ASU on a prospective basis on January 1, 2015. The adoption of this update did not have a material impact on our financial statements.
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” This topic amends the requirements for reporting discontinued operations. The disposal of a component must represent a strategic shift that will have a major effect on our operations and financial results in order to be reported as discontinued operations and requires certain additional interim and annual disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2014 with early adoption permitted, and we adopted this ASU on a prospective basis on July 1, 2014. We believe the adoption of this update will reduce the number of disposals that are presented as discontinued operations in our financial statements.
In January 2014, the FASB issued ASU No. 2014-04, “Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40) Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” This topic clarifies when an in-substance repossession or foreclosure occurs and requires certain additional interim and annual disclosures related to such activity. The amendments in this ASU are effective for reporting periods beginning after December 15, 2014, and we adopted this ASU on a prospective basis on January 1, 2015. The adoption of this update did not have a material impact on our financial statements.
In July 2013, the FASB issued ASU No. 2013-11, “Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” This topic provides guidance on whether an unrecognized tax benefit should be presented as a reduction to a deferred tax asset or as a separate liability. This update was effective for annual and interim periods beginning after December 15, 2013, and we adopted this ASU on January 1, 2014. The adoption of this update did not have a material impact on our financial statements.
In March 2013, the FASB issued ASU No. 2013-05, “Foreign Currency Matters (Topic 830) Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” This topic clarifies that when a reporting entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The amendments in this ASU were effective prospectively for reporting periods beginning after December 15, 2013, and we adopted this ASU on January 1, 2014. The adoption of this update did not have a material impact on our financial statements.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Note 3. Earnings per Share
The following is a reconciliation of basic earnings per share to diluted earnings per share for income from continuing operations attributable to Starwood’s common stockholders (in millions, except per share data):
Approximately 0.8 million shares, 0.5 million shares and 0.3 million shares were excluded from the computation of diluted shares in 2015, 2014 and 2013, respectively, as their impact would have been anti-dilutive.
Note 4. Asset Dispositions and Impairments
During the year ended December 31, 2015, we sold four wholly-owned hotels for cash proceeds net of closing costs of approximately $767 million. Three of these hotels were sold subject to long-term management agreements. The sale of these hotels resulted in pre-tax gains of approximately $368 million, which we deferred and are recognizing into management fees, franchise fees and other income over the initial term of each management agreement. The other hotel was sold subject to a long-term franchise agreement and resulted in a pre-tax gain of approximately $4 million, which we recorded in the gain (loss) on asset dispositions and impairments, net line item.
Additionally, during the year ended December 31, 2015, we recorded a $15 million charge to the gain (loss) on asset dispositions and impairments, net line item related to an obligation associated with a previous disposition and recorded a loss of $9 million primarily related to asset dispositions and impairments associated with certain hotel renovations. These losses were partially offset by a $36 million gain related to property insurance settlement proceeds for a hotel damaged by a hurricane and a $20 million gain related to the sale of a minority partnership interest in a hotel.
Subsequent to the year ended December 31, 2015, in February 2016, we sold one hotel for cash proceeds net of closing costs of approximately $79 million subject to a long-term management agreement.
During the year ended December 31, 2014, we sold eight wholly-owned hotels for cash proceeds net of closing costs of approximately $784 million. Three hotels were sold subject to management agreements that resulted in pre-tax gains of approximately $361 million, which we deferred and are recognizing into management fees, franchise fees and other income over the initial term of the management agreements. One hotel was sold subject to a long-term management agreement and this sale resulted in a pre-tax loss of $1 million, which we recorded in the gain (loss) on asset dispositions and impairments, net, line item. Four hotels were sold subject to franchise agreements that resulted in a pre-tax loss of approximately $23 million, which we recorded in the gain (loss) on asset dispositions and impairments, net, line item.
Additionally, during the year ended December 31, 2014, we converted a leased hotel to a managed hotel subject to a long-term management agreement, and recorded a pre-tax loss of $21 million, which was recorded in the gain (loss) on asset dispositions and impairments, net line item. We provided financing to the hotel owner in the form of a note receivable to fund the transaction price. We will provide additional financing over the next few years to fund a significant renovation of the hotel.
Further, during the year ended December 31, 2014, we terminated our leasehold interest in a hotel and entered into a long-term franchise agreement with the hotel’s owner. In connection with the termination, we recognized a pre-tax loss of $7 million, which was recorded in the gain (loss) on asset dispositions and impairments, net line item.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Furthermore, during the year ended December 31, 2014, we recorded a $7 million impairment associated with one of our unconsolidated joint ventures and a $10 million pre-tax gain on the sale of our interest in another unconsolidated joint venture, both of which were recorded in the gain (loss) on asset dispositions and impairments, net line item.
Finally, during the year ended December 31, 2014, we recognized approximately $31 million of previously deferred gains in connection with hotels that converted from managed hotels to franchised hotels, subject to long-term franchise agreements.
During the year ended December 31, 2013, we sold six wholly-owned hotels for cash proceeds net of closing costs of approximately $248 million. Four hotels were sold subject to long-term franchise agreements and we recorded a net pre-tax gain of $6 million related to the sales of these hotels. One hotel was sold subject to a long-term management agreement and this sale resulted in a pre-tax gain of approximately $3 million, which we deferred and are recognizing into management fees, franchise fees and other income over the initial term of the management agreement. One hotel was sold subject to a long-term management agreement and this sale resulted in a pre-tax loss of $7 million, which we recorded in the gain (loss) on asset dispositions and impairments, net, line item.
Additionally, during the year ended December 31, 2013, we recorded a pre-tax loss of $11 million related to asset disposals in connection with various hotel renovations, which was partially offset by insurance proceeds of $5 million and a pre-tax gain of $4 million on the sale of a non-core asset for cash proceeds net of closing costs of $12 million.During the years ended December 31, 2015, 2014 and 2013, we reviewed the recoverability of the carrying values of our owned hotels and determined that certain hotels or hotel assets were impaired. The fair values of the hotels were estimated primarily from the income approach via the use of discounted cash flows models and the market approach. Impairment charges totaling $35 million, $13 million and $19 million, relating to two, one and two hotels, were recorded in the gain (loss) on asset dispositions and impairments, net line item in the years ended December 31, 2015, 2014 and 2013, respectively, and to the following segment asset groups (in millions):
Note 5. Plant, Property and Equipment
Plant, property and equipment consisted of the following (in millions):
The above balances include unamortized capitalized software costs of $251 million and $206 million at December 31, 2015 and 2014, respectively. Amortization of capitalized software costs was $66 million, $40 million and $35 million for the years ended December 31, 2015, 2014 and 2013, respectively.
The net book value of capital lease assets as of December 31, 2015 and 2014 was $128 million and $128 million, respectively, which was net of accumulated depreciation of $13 million and $6 million, respectively.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Note 6. Goodwill and Intangible Assets
The changes in the carrying amount of goodwill for the years ended December 31, 2015 and 2014 were as follows (in millions):
At October 31, 2015, the date of our annual impairment valuation, we quantitatively evaluated the goodwill of each of our reporting units and determined that, for each reporting unit, the fair value significantly exceeded the book value. We used a market approach to determine the fair value of the reporting units. We utilized earnings multiples from various independent, third-party investment firms and applied those earnings multiples to the respective earnings streams generated by each of our reporting units to determine the fair value for each of the segments.
In 2014, we evaluated the goodwill of each of our reporting units using the same earnings multiples approach described previously and determined that, for each reporting unit, the fair value significantly exceeded the book value.
Intangible assets consisted of the following (in millions):
The intangible assets related to management and franchise agreements have finite lives, and accordingly, we recorded amortization expense of $29 million, $29 million, and $28 million, respectively, during the years ended December 31, 2015, 2014 and 2013. The other intangible assets noted above have indefinite lives.
Amortization expense relating to intangible assets with finite lives for each of the years ended December 31 is expected to be as follows (in millions):
During the fourth quarters of the years ended December 31, 2015, 2014 and 2013, respectively, we performed our annual quantitative and qualitative impairment valuations of our indefinite lived intangibles. Our finite lived intangibles are tested for impairment at least annually or whenever events or circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. During the years ended December 31, 2015, 2014 and 2013, we recorded no significant impairment charges related to indefinite or finite lived intangible assets.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Note 7. Other Assets
Other assets included the following (in millions):
The increase in VOI notes receivable was primarily due to financed VOI sales throughout the year ended December 31, 2015, as we did not complete a securitization in 2015. See Note 9 for discussion relating to VOI notes receivable.
Note 8. Transfers of Financial Assets
We have variable interests in the entities associated with our three outstanding securitization transactions. As these securitizations consist of similar, homogenous loans, they have been aggregated for disclosure purposes. We applied the variable interest model and determined we are the primary beneficiary of these variable interest entities (VIEs). In making this determination, we evaluated the activities that significantly impact the economics of the VIEs, including the management of the securitized notes receivable and any related non-performing loans. We are the servicer of the securitized mortgage receivables. We also have the option, subject to certain limitations, to repurchase or replace VOI notes receivable that are in default at their outstanding principal amounts. Such activity totaled $10 million and $16 million during 2015 and 2014, respectively. We have been able to resell the VOIs underlying the VOI notes repurchased or replaced under these provisions without incurring significant losses. We hold the risk of potential loss (or gain), as the last to be paid out by proceeds of the VIEs under the terms of the agreements. As such, we hold both the power to direct the activities of the VIEs and obligation to absorb the losses (or benefits) from the VIEs.
The securitization agreements are without recourse to us, except for breaches of representations and warranties. We have the right to fund defaults at our option, subject to certain limitations, and we intend to do so until the debt is extinguished to maintain the credit rating of the underlying notes.
Upon transfer of VOI notes receivable to the VIEs, the receivables and certain cash flows derived from them become restricted for use in meeting obligations to the VIE creditors. The VIEs utilize trusts which have ownership of cash balances that also have restrictions, the amounts of which are reported in restricted cash. Our interest in trust assets are subordinate to the interests of third-party investors and, as such, may not be realized by us if needed to absorb deficiencies in cash flows that are allocated to the investors in the trusts’ debt (see Note 14). We are contractually obligated to receive the excess cash flows (spread between the collections on the notes and third party obligations defined in the securitization agreements) from the VIEs. Such activity totaled $29 million, $38 million, and $51 million during 2015, 2014, and 2013, respectively, and is classified in cash and cash equivalents.
During the year ended December 31, 2015, we terminated the securitization originally completed in 2009 (the 2009 Securitization), including pay down of all principal and interest due. The termination required a $3 million pay down of debt and resulted in a release of $35 million of previously securitized vacation ownership notes receivable, net to unsecuritized notes receivable.
See Note 9 for disclosures and amounts related to the securitized vacation ownership notes receivable consolidated on our balance sheets as of December 31, 2015 and 2014.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Note 9. Vacation Ownership Notes Receivable
Notes receivable (net of reserves) related to our vacation ownership loans consist of the following (in millions):
We include the current and long-term maturities of unsecuritized VOI notes receivable in accounts receivable and other assets, respectively, in our consolidated balance sheets.
We record interest income associated with VOI notes in our vacation ownership and residential sales and services line item in our consolidated statements of income. Interest income related to our VOI notes receivable was as follows (in millions):
The following tables present future maturities of gross VOI notes receivable (in millions) and interest rates:
For the vacation ownership and residential segment, we record an estimate of expected uncollectibility on our VOI notes receivable as a reduction of revenue at the time we recognize profit on a timeshare sale. We hold large amounts of homogeneous VOI notes receivable and therefore, assess uncollectibility based on pools of receivables. In estimating loss reserves, we use a technique referred to as static pool analysis, which tracks uncollectible notes for each year’s sales over the life of the respective notes and projects an estimated default rate that is used in the determination of our loan loss reserve requirements. As of December 31, 2015 and 2014, the average estimated default rate for our pools of receivables was 9.1% and 9.2%, respectively.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
The activity and balances for our loan loss reserve were as follows (in millions):
We use the origination of the notes by brand (Sheraton, Westin, and Other) and the FICO scores of the buyers as the primary credit quality indicators to calculate the loan loss reserve for the vacation ownership notes, as we believe there is a relationship between the default behavior of borrowers and the brand associated with the vacation ownership property they have acquired, supplemented by the FICO scores of the buyers. In addition to quantitatively calculating the loan loss reserve based on our static pool analysis, we supplement the process by evaluating certain qualitative data, including the aging of the respective receivables and current default trends by brand and origination year.
Balances of our VOI notes receivable by brand and by FICO score were as follows (in millions):
Given the significance of our pools of VOI notes receivable, a change in the projected default rate can have a significant impact to our loan loss reserve requirements, with a 0.1% change estimated to have an impact of approximately $5 million.
We consider a VOI note receivable delinquent when it is more than 30 days outstanding. Delinquent notes receivable amounted to $46 million and $42 million as of December 31, 2015 and 2014, respectively. All delinquent loans are placed on nonaccrual status, and we do not resume interest accrual until payment is made. We consider loans to be in default upon reaching 120 days outstanding, at which point, we generally commence the repossession process. Uncollectible VOI notes receivable are charged off when title to the unit is returned to us. We generally do not modify vacation ownership notes that become delinquent or upon default.
Past due balances of VOI notes receivable were as follows (in millions):
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Note 10. Deferred Gains
We defer gains realized in connection with the sale of a property for which we continue to manage through a long-term management agreement and recognize the gains over the initial term of the related agreement (see Note 4). As of December 31, 2015 and 2014, we had total deferred gains of $1,412 million and $1,168 million, respectively, included in accrued expenses and other liabilities in our consolidated balance sheets. Amortization of deferred gains is included in management fees, franchise fees and other income in our consolidated statements of income and totaled approximately $91 million, $86 million and $91 million in 2015, 2014 and 2013, respectively.
Note 11. Restructuring and Other Special Charges (Credits), Net
Restructuring and other special charges (credits), net were $100 million, $(4) million and $1 million for the years ended December 31, 2015, 2014 and 2013, respectively. These net charges (credits) are not recorded in our reportable segment earnings.
During the year ended December 31, 2015, we recorded $20 million in net restructuring charges and $80 million of other special charges. The restructuring charges are primarily related to costs associated with our previously announced cost savings initiatives, partially offset by the reversal of an $8 million reserve as a result of the favorable resolution of a funding commitment associated with a vacation ownership project. Other special charges primarily consist of $36 million of costs associated with professional fees for the planned separation, distribution and subsequent merger of our vacation ownership business (see Note 27), $20 million of costs primarily associated with professional fees related to our strategic alternatives review which culminated in the proposed transaction with Marriott International, Inc. (Marriott) (see Note 28), $11 million of charges associated with the departures of our prior President and Chief Executive Officer and our interim Chief Executive Officer, a $6 million charge for technology related costs and expenses that we no longer deem recoverable and the establishment of $6 million of reserves related to potential liabilities assumed in connection with the Le Méridien acquisition (see Note 24).
During the year ended December 31, 2014, we reversed a $3 million reserve related to a note receivable associated with a previous disposition, as the entire balance was collected during 2014.
During the year ended December 31, 2013, we decided to absorb certain technology related costs and expenses that we previously intended to collect from our managed and franchised properties. As a result, we recorded a $19 million charge, representing the costs and expenses incurred through the end of 2013 that are no longer intended to be recovered. The year ended December 31, 2013 also included approximately $5 million in severance costs related to a leased hotel that we exited during 2014. These charges were partially offset by a favorable adjustment to a legal reserve of approximately $22 million related to a 2013 judgment and settlement, legal fees and expenses in regards to a long standing litigation.
As of December 31, 2015, we had remaining restructuring accruals of $10 million, of which $5 million is recorded in accrued expenses and the remainder is recorded in other liabilities. As of December 31, 2014, we had remaining restructuring accruals of $15 million, which were primarily recorded in other liabilities. The following table summarizes activity in the restructuring related accruals during the year ended December 31, 2015 (in millions):
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Note 12. Income Taxes
Income tax data from our continuing operations is as follows (in millions):
Deferred income taxes represent the tax effect of the differences between the book and tax bases of assets and liabilities plus carryforward items. The composition of net deferred tax balances were as follows (in millions):
(1)
Included in the accrued taxes and other line item in the consolidated balance sheets.
(2)
As of December 31, 2015, our balance sheet includes the effects of the adoption of ASU No. 2015-17, “Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes,” requiring all deferred tax assets and liabilities be classified as non-current. We adopted this ASU on a prospective basis on December 31, 2015.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
The tax effect of the temporary differences and carryforward items that give rise to deferred tax assets (liabilities) were as follows (in millions):
In assessing whether it is more likely than not that deferred tax assets will be realized, we consider all available evidence, both positive and negative, including our recent cumulative earnings experience and expectations of future available taxable income of the appropriate character by taxing jurisdiction, tax attribute carry back and carry forward periods available to us for tax reporting purposes, and prudent and feasible tax planning strategies. Considering the factors, a possibility exists that we may release a portion of the valuation allowance against some deferred tax assets in the next twelve months in the event of sustainable earnings or the identification of a prudent and feasible tax planning strategy.
At December 31, 2015, we had gross federal net operating loss carryforwards of $6 million which are subject to certain limitations and have varying expiration dates extending through 2030, the earliest of which will begin to expire in 2026. It is more likely than not that substantially all of these attributes will be realized prior to expiration.
At December 31, 2015, we had gross state net operating loss carryforwards of approximately $1.2 billion, which have varying expiration dates extending through 2035, the earliest of which will begin to expire in 2016. We also had state tax credit carryforwards of $22 million of which $4 million are indefinite and $18 million will fully expire by 2026. We have established a valuation allowance against a portion of these attributes as it is more likely than not that they will not be fully realized due to a lack of sustainable earnings in separate state filings.
At December 31, 2015, we had foreign net operating losses, capital losses and other attributes, which are indefinite or have varying expiration dates extending through 2026, of approximately $393 million, $14 million and $8 million, respectively. These carryforwards primarily relate to certain operations in Latin America and Europe and we have established a valuation allowance against the majority of these attributes as it is more likely than not that these attributes will not be realized prior to expiration.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
A reconciliation of our tax provision at the U.S. statutory rate to the provision for income tax as reported is as follows (in millions):
The foreign tax rate differential includes the impact of U.S. and foreign statutory rate differences as well as tax incentives and tax-exempt income from operations in certain foreign jurisdictions. Tax rate incentives in Singapore and tax-exempt income earned from certain of our operations in Luxembourg accounted for $70 million, $81 million and $74 million of the 2015, 2014 and 2013 foreign tax rate differential benefit, respectively, presented in the table above. Pre-tax income in Singapore and Luxembourg accounted for $239 million, $269 million and $244 million of 2015, 2014 and 2013 pre-tax income, respectively. We view the tax rate incentives and tax-exempt income to be equivalent to a reduction of the statutory tax rates in these jurisdictions, and therefore, have included the impact of these items in the foreign tax rate differential line above.
During the year ended December 31, 2014, we entered into a plan to undertake certain internal legal entity restructurings to better align our operations with our global footprint. As a result, we had a change in the indefinite reinvestment assertion regarding undistributed foreign earnings and profits at certain foreign subsidiaries and we recognized a $25 million tax benefit, including the impacts of foreign tax credits. During the year ended December 31, 2015, we recorded a true-up of a $6 million tax expense.
In addition, during the fourth quarter of the year ended December 31, 2015, we received all necessary internal and external approvals to execute a taxable deemed liquidation of one of our controlled foreign corporations for U.S. federal income tax purposes. Due to the change in judgment regarding the indefinite reinvestment assertion for the excess of tax over book basis difference in this investment, we recognized a $14 million tax benefit partially offset by a $7 million valuation allowance against the portion of the capital loss that is more likely than not unrealizable in the carryover period due to insufficient income of the appropriate character.
No U.S. income taxes have been provided on filing basis undistributed foreign earnings and profits of $3.6 billion as of December 31, 2015. We consider these earnings to be indefinitely reinvested and plan to use the earnings to fund overseas operations and working capital needs as well as facilitate overseas growth including, but not limited to, investments in new hotel contracts, capital expenditures at owned hotels, and acquisitions intended to further our global growth strategy. At each reporting period, we assess our position with regard to undistributed foreign earnings of our subsidiaries. To the extent that earnings can no longer be indefinitely reinvested, we will accrue the tax impact, if any, attributable to those earnings, including the impact of foreign tax credits, at such time. If such earnings were repatriated, additional tax expense may result, although the calculation of such additional taxes is not practicable. The flexibility inherent in the U.S. Internal Revenue Code may also permit the ultimate distribution to be tax-free depending on the nature of the distribution.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
During the year ended December 31, 2013, we recorded a $31 million tax benefit for changes in tax law primarily related to Mexico. On December 11, 2013, Mexican federal income tax law changes were enacted eliminating the statutory income tax rate reduction scheduled to start in 2014, and leaving the current 30% statutory income tax rate in effect for future years. Additionally, the Entrepreneurial Tax of Unique Rate (IETU or Flat Tax) has been repealed as of January 1, 2014. We have revalued our deferred income tax assets and liabilities using the rates expected to be in effect when the underlying temporary differences are expected to reverse.
During the year ended December 31, 2015, we reduced the net valuation allowance by $31 million through continuing operations. The reduction is primarily related to the write off certain tax attributes in Mexico, as a result of internal legal entity restructurings, and due to the U.S. Virgin Islands, as a result of an uncertain tax position. These tax attributes were fully reserved with a valuation allowance prior to the write off.
During the year ended December 31, 2015, the Protecting Americans from Tax Hikes Act of 2015 was signed into law which extended certain business tax provisions, including IRC section 954(c)(6) dealing with the application of Subpart F to certain inter-company payments among controlled foreign corporations. The expiration of section 954(c)(6), which was extended through December 31, 2020, and the other expired provisions could have a material impact on our consolidated results of operations subsequent to 2020.
During the years ended December 31, 2014 and 2013, we recorded tax benefits of $5 million and $69 million, respectively, in discontinued operations. The 2013 tax benefit of $69 million was the result of the reversal of state income tax and interest reserves associated with an uncertain tax position, which was related to a previous disposition (see Note 16). The applicable statute of limitation for this tax position lapsed during 2013.
As we pursue opportunities to sell hotels, we continually assess our tax positions, indefinite reinvestment assertions, and our ability to realize deferred tax assets to identify if changes in recognition are required.
In addition, we continually evaluate initiatives to better align our tax and legal entity structure with the footprint of our non-U.S. operations and recognize the tax impact of these initiatives, including changes in assessment of our uncertain tax positions, indefinite reinvestment assertions and realizability of deferred tax assets in the period when we believe all necessary internal and external approvals associated with such initiatives have been obtained, or when the initiatives are materially complete, whichever occurs earliest.
As of December 31, 2015, we had approximately $326 million of total unrecognized tax benefits, of which $106 million would affect our effective tax rate if recognized. A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows (in millions):
During the year ended December 31, 2014, we resolved a previous dispute related to foreign operating losses, which resulted in a tax benefit of $52 million. The tax benefit included the recognition of a previously unrecognized tax benefit of $21 million, the $2 million reversal of interest accruals, net of tax, and the recognition of a $29 million deferred tax asset relating to net operating losses.
Unrecognized tax benefits are subject to change over the next twelve months primarily as a result of the expiration of certain statutes of limitations and as audits are settled. It is reasonably possible that approximately $12 million of our unrecognized tax benefits as of December 31, 2015 will reverse within the next twelve months, the majority of which will impact the effective tax rate.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
We recognize interest and penalties related to unrecognized tax benefits through income tax expense. We had $19 million and $16 million accrued for the payment of interest as of December 31, 2015 and December 31, 2014, respectively. We had $3 million and $7 million accrued for the payment of penalties as of December 31, 2015 and December 31, 2014, respectively. We are subject to taxation in the U.S. federal jurisdiction, as well as various state and foreign jurisdictions. As of December 31, 2015, we are no longer subject to examination by U.S. federal taxing authorities for years prior to 2007 and to examination by any U.S. state taxing authority prior to 2006. All subsequent periods remain eligible for examination. In the significant foreign jurisdictions in which we operate, we are no longer subject to examination by the relevant taxing authorities for any years prior to 2009.
We are under regular audit by the Internal Revenue Service (IRS). We have received certain Notices of Proposed Adjustment from the IRS for years 2007 through 2009; however, we disagree with the IRS on certain of these adjustments and have filed a formal appeals protest to dispute them. We intend to vigorously contest these adjustments, including pursuing litigation, if necessary. If upheld or settled, these unagreed adjustments could result in a significant cash tax and interest payment. More than half of this amount would not affect the effective tax rate due to the timing nature of certain issues.
Note 13. Debt
Long-term debt and short-term borrowings consisted of the following (in millions):
Aggregate debt maturities for each of the years ending December 31 are as follows (in millions):
We maintain lines of credit under which bank loans and other short-term debt can be drawn on. In addition, smaller credit lines are maintained by our foreign subsidiaries. We had approximately $1.34 billion of available borrowing capacity under our domestic and foreign lines of credit as of December 31, 2015. The short-term borrowings under these lines of credit at December 31, 2015 and 2014 were de minimis. During 2014, we entered into the Fourth Amendment to our $1.75 billion Revolving Credit facility (the Facility). The amendment extended the maturity of the Facility by two years to February 2020. The Facility, when drawn upon, has an applicable margin, inclusive of a commitment fee, of 1.20%, plus the applicable currency LIBOR rate. We paid fees of approximately $2 million in connection with this amendment and capitalized these costs as deferred financing costs. Additionally, in connection with this amendment, we recorded a net charge of approximately $1 million in the loss on early extinguishment of debt, net line item to write-off certain existing deferred financing costs.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
During the year ended December 31, 2015, our 7.375% Senior Notes, which had a principal amount of approximately $294 million, matured. We paid approximately $305 million to settle all outstanding principal and interest due.
During the year ended December 31, 2014, we entered into a master lease arrangement to lease the entire buildings and land where we are headquartered in Stamford, Connecticut. The term of the lease is 20 years, with two five-year extensions at our option. We have fixed annual payments of approximately $10 million, which escalate at 3% per year. As a result of this transaction, as of December 31, 2014, we recorded a capital lease obligation of approximately $153 million.
During the year ended December 31, 2014, we established a Commercial Paper Program (Commercial Paper), which gives us the ability to issue up to $1.75 billion of short-term unsecured notes. We reserve unused capacity under the 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. While any outstanding Commercial Paper and Facility borrowings generally have short-term maturities, we classify the outstanding borrowings as long-term based on our ability and intent to refinance the outstanding borrowings on a long-term basis.
Also, during the year ended December 31, 2014, we completed a public offering of $350 million in aggregate principal amount of Senior Notes due 2025 (the 2025 Notes) and $300 million in aggregate principal amount of Senior Notes due 2034 (the 2034 Notes). The 2025 Notes and 2034 Notes are direct, unsecured obligations and rank equally with all of our existing and future unsecured and unsubordinated obligations. The 2025 Notes bear interest at a fixed rate of 3.75% per annum and mature on March 15, 2025. The 2034 Notes bear interest at a fixed rate of 4.50% per annum and mature on October 1, 2034. We pay interest on the 2025 Notes on March 15 and September 15 each year until maturity. We pay interest on the 2034 Notes on April 1 and October 1 each year until maturity. We used the net proceeds for general corporate purposes, which included the repayment of Commercial Paper, repurchases of our common stock and the payment of previously announced regular and special dividends to our stockholders.
We may redeem all or a portion of the 2025 Notes at our option at any time prior to December 15, 2024 at the make-whole redemption price equal to the greater of (1) 100% of the aggregate principal amount of the 2025 Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date; and (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2025 Notes being redeemed (exclusive of any interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis at the Treasury Rate (as defined in the supplemental indenture relating to the 2025 Notes) plus 25 basis points, plus accrued and unpaid interest to, but excluding, the redemption date. At any time on or after December 15, 2024, we may redeem all or a portion of the 2025 Notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date.
We may redeem all or a portion of the 2034 Notes at our option at any time prior to April 1, 2034 at the make-whole redemption price equal to the greater of (1) 100% of the aggregate principal amount of the 2034 Notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date; and (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the 2034 Notes being redeemed (exclusive of any interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis at the Treasury Rate (as defined in the supplemental indenture relating to the 2034 Notes) plus 25 basis points, plus accrued and unpaid interest to, but excluding, the redemption date. At any time on or after April 1, 2034, we may redeem all or a portion of the 2034 Notes at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the redemption date.
We are subject to certain restrictive debt covenants under our short-term borrowing and long-term debt obligations including a financial maintenance covenant, limitations on incurring additional debt, restrictions on liens, limitations on ability to pay dividends, escrow account funding requirements for debt service, capital expenditures, tax payments and insurance premiums, among other restrictions. We were in compliance with all of the short-term and long-term debt covenants at December 31, 2015.
During the year ended December 31, 2014, we entered into one interest rate swaps with a total notional amount of $50 million. Under this swap, we pay floating and receive a fixed interest rate (see Note 21).
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Note 14. Securitized Vacation Ownership Debt
As discussed in Note 8, our VIEs associated with the securitization of our VOI notes receivable are consolidated in our financial statements. Long-term and short-term securitized vacation ownership debt consisted of the following (in millions):
(1)
During the year ended December 31, 2015, we terminated the 2009 Securitization, including pay down of all principal and interest due (see Note 8).
During the years ended December 31, 2015, 2014 and 2013, interest expense associated with securitized vacation ownership debt was $7 million, $11 million and $17 million, respectively.
Note 15. Other Liabilities
Other liabilities consisted of the following (in millions):
(a)
Includes the actuarially determined liability and certain deferred revenues related to the SPG program.
We defer gains realized in connection with the sale of a property for which we continue to manage through a long-term management agreement and recognize the gains over the initial term of the related agreement (see Note 10).
Note 16. Discontinued Operations
Summary financial information for discontinued operations is as follows (in millions):
During the year ended December 31, 2014, the loss was primarily due to liabilities associated with an unfavorable ruling, during 2014, in connection with a previous disposition.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
During the year ended December 31, 2013, we recorded a $71 million gain on dispositions (net of tax) primarily as a result of the reversal of a reserve associated with an uncertain tax position, which was related to a previous disposition. The applicable statute of limitation for this tax position lapsed during 2013 (see Note 12). Additionally, a gain of $1 million (net of tax) resulted from the favorable insurance recovery of certain liabilities associated with a previously disposed of subsidiary of ITT Corporation, which we acquired in 1998.
Note 17. Employee Benefit Plans
During the year ended December 31, 2015, we recorded net actuarial losses of $5 million (net of tax) related to various employee benefit plans primarily due to changes in the assumed discount rates. These losses were recorded in other comprehensive income. The amortization of net actuarial losses, a component of other comprehensive income, for the year ended December 31, 2015 was a credit of $3 million (net of tax). The actuarial loss included in accumulated other comprehensive (loss) income that is expected to be recognized in net periodic pension cost during the year ended December 31, 2016 is $2 million ($2 million, net of tax).
Defined Benefit and Postretirement Benefit Plans. We sponsor or previously sponsored numerous funded and unfunded domestic and international pension plans. All defined benefit plans covering U.S. employees are frozen. Certain plans covering non-U.S. employees remain active.
We also sponsor the Starwood Hotels & Resorts Worldwide, Inc. Retiree Welfare Program. This plan provides health care and life insurance benefits for certain eligible retired employees, and we fund this program on a pay-as-you-go basis.
The following table sets forth the benefit obligation, fair value of plan assets, the funded status and the accumulated benefit obligation of our defined benefit pension and postretirement benefit plans at December 31 (in millions):
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
The net underfunded status of the plans at December 31, 2015 was $6 million, of which $43 million is recorded in other liabilities, $3 million is recorded in accrued expenses and $40 million is recorded in other assets in the accompanying balance sheet.
All domestic pension plans are frozen plans, whereby employees do not accrue additional benefits. Therefore, at December 31, 2015 and 2014, the projected benefit obligation is equal to the accumulated benefit obligation.
The following table presents the components of net periodic benefit cost for the years ended December 31 (in millions):
The weighted average assumptions used to determine benefit obligations at December 31 were as follows:
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
For measurement purposes at December 31, 2015, a 7% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2016, gradually decreasing to 5% in 2020. A one-percentage point change in assumed health care cost trend rates would have less than a $1 million effect on the postretirement obligation and a nominal impact on the total of service and interest cost components of net periodic benefit cost. The majority of participants in the Foreign Pension Plans are employees of managed hotels, for which we are reimbursed for costs related to their benefits. The impact of these reimbursements is not reflected above. The weighted average assumptions used to determine net periodic benefit cost for the years ended December 31 were as follows:
Our investment objectives are to minimize the volatility of the value of the assets and to ensure the assets are sufficient to pay plan benefits. The target asset allocation is 28% debt securities, 28% equity securities and 44% other.
A number of factors were considered in the determination of the expected return on plan assets. These factors included current and expected allocation of plan assets, the investment strategy, historical rates of return and our expectations, as well as investment expert expectations, for investment performance over approximately a ten-year period.
The following table presents our fair value hierarchy of the plan assets measured at fair value on a recurring basis as of December 31, 2015 (in millions):
The following table presents our fair value hierarchy of the plan assets measured at fair value on a recurring basis as of December 31, 2014 (in millions):
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NOTES TO FINANCIAL STATEMENTS
The collective trusts assets include our investment in insurance contracts. The value of the insurance contracts used significant unobservable inputs including plan specific data, in addition to other inputs which include bond interest rates. Therefore, we have classified the contracts as Level 3 investments. Fair value estimates are provided by external parties and are subsequently reviewed and approved by management.
All other assets are valued using quoted market prices in active markets or other observable inputs.
The following table represents our expected pension and postretirement benefit plan payments for the next five years and the five years thereafter (in millions):
We expect to contribute $12 million to the plans during 2016. A significant portion of the contributions relate to the Foreign Pension Plans, for which we are reimbursed by our managed hotels.
Defined Contribution Plans. We sponsor various defined contribution plans, including the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan, which is a “401(k)” plan. The plan allows participation by employees on U.S. payroll who are at least age 21. Each participant may contribute on a pretax basis between 1% and 50% of his or her eligible compensation to the plan subject to certain maximum limits. Eligible employees are automatically enrolled after 90 days (unless they opt out). A company-paid matching contribution is provided to participants who have completed at least one year of service. The amount of expense for matching contributions totaled $16 million in each of 2015, 2014, and 2013. The plan includes our publicly traded common stock as an investment choice. The balances held in Starwood’s stock were $72 million and $82 million at December 31, 2015 and 2014, respectively.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Multi-Employer Pension Plans. Certain employees are covered by union sponsored multi-employer pension plans pursuant to agreements between us and various unions. Our participation in these plans is outlined in the table below (in millions):
a)
As of January 1, 2015
b)
As of January 1, 2014
Eligible employees at our owned hotels in New York City participate in the New York Hotel Trades Council and Hotel Association of New York City, Inc. Pension Fund. Our contributions are based on a percentage of all union employee wages as dictated by the collective bargaining agreement that expires on June 30, 2026. Our contributions did not exceed 5% of the total contributions to the pension fund in 2015, 2014 or 2013. The pension fund has implemented a funding improvement plan and we have not paid a surcharge.
Multi-Employer Health Plans. Certain employees are covered by union sponsored multi-employer health plans pursuant to agreements between us and various unions. The plan benefits can include medical, dental and life insurance for eligible participants and retirees. Our contributions to these plans, which were charged to expense during 2015, 2014 and 2013, were approximately $26 million, $24 million and $24 million, respectively.
Note 18. Leases and Rentals
We lease certain equipment for the operations of our hotels under various lease agreements. The leases extend for varying periods through 2022 and generally are for a fixed amount each month. In addition, our corporate headquarters and several of our hotels are subject to leases of land or building facilities from third parties, which extend for varying periods through 2097 and generally contain fixed and variable components. The variable components of leases of land or building facilities are primarily based on the operating profit or revenues of the related hotels.
Our minimum future rents at December 31, 2015 payable under non-cancelable leases with third parties were as follows (in millions):
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NOTES TO FINANCIAL STATEMENTS
Rent expense under non-cancelable operating leases consisted of the following (in millions):
Note 19. Stockholders’ Equity
Share Repurchases. During the years ended December 31, 2015 and 2014, our Board of Directors authorized increases of $750 million and $1.1 billion, respectively, to our share repurchase program. During the year ended December 31, 2015, we repurchased 4.7 million common shares at a weighted average price of $78.39 for a total cost of approximately $371 million. During the year ended December 31, 2014, we repurchased approximately 20.3 million common shares at a weighted average price of $80.45 for a total cost of approximately $1,636 million. As of December 31, 2015, $458 million remained available under the share repurchase authorization.
Dividends. During the year ended December 31, 2015, we paid approximately $255 million of dividends, or $1.50 per share. During the year ended December 31, 2014, we paid approximately $735 million of dividends, or $4.00 per share consisting of regular quarterly dividends totaling $1.40 per share and special quarterly dividends totaling $2.60 per share.
SLC Operating Limited Partnership Units. Units of SLC Operating Limited Partnership, our consolidated subsidiary, are convertible into Corporation Shares at the unit holders’ option, provided that we have the unilateral option to settle conversion demands in cash or Corporation Shares. During the year ended December 31, 2015, we redeemed approximately 54,000 of these units for approximately $4 million in cash.
Note 20. Stock-Based Compensation
In 2013, we adopted the 2013 Long-Term Incentive Compensation Plan (the 2013 LTIP), which superseded the 2004 Long-Term Incentive Compensation Plan (the 2004 LTIP). The 2013 LTIP authorizes the Compensation Committee of the Board of Directors to provide equity-based compensation in the form of stock options, stock appreciation rights, unrestricted stock, restricted stock, restricted stock units, performance shares, performance units and other stock-based awards for the purpose of providing our officers and other employees, and those of our subsidiaries, and non-employees who perform employee functions incentives and rewards for performance. Although no additional awards will be granted under the 2004 LTIP, the provisions under the previous plan will continue to govern awards that have been granted and remain outstanding under that plan. No awards may be granted under the 2013 LTIP after the tenth anniversary of the date on which the stockholders approved the 2013 LTIP. However, awards outstanding under the 2013 LTIP will continue to be governed by the 2013 LTIP until all awards granted prior to that date are no longer outstanding. The aggregate number of new shares available to be granted under the 2013 LTIP at December 31, 2015 was approximately 10.3 million.
A target number of contingent performance shares were awarded to certain executives in February 2015. Vesting of the performance shares is dependent upon a market condition and three years of continuous service beginning at date of grant, subject to a prorated adjustment for employees who are terminated under certain circumstances or who retire. The market condition is based on our total stockholder return relative to the total stockholder return of a specified group of peer companies at the end of a three-calendar-year performance period beginning January 1, 2015 and ending December 31, 2017. The number of performance shares earned is determined based on our percentile ranking among these companies. The performance shares are entitled to any dividends made during the performance period in the same proportion as the number of performance shares that vest. Dividends will be paid at the end of the service period.
We classified the performance shares as a share-based equity award, and as such, compensation expense related to these shares is based on the grant-date fair value, which will be recognized ratably over the requisite service period. We determined the fair value of the performance shares using a Monte Carlo simulation valuation model. The Monte Carlo simulation estimates the fair value of our performance awards primarily based on the terms associated with the grant and public information that is readily available. The underlying principles in the Monte Carlo simulation are that publicly traded stocks are fairly priced and the future returns of a stock
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NOTES TO FINANCIAL STATEMENTS
may be estimated primarily by the stock’s assumed volatility. During the years ended December 31, 2015 and 2014, we granted approximately 124,000 and 177,000 performance shares, respectively, with grant date fair values of $90.03 and $103.65 per share, respectively, under the 2013 LTIP. During the years ended December 31, 2015 and 2014, approximately 67,000 and 39,000 performance shares, respectively, were forfeited with a weighted average fair value of $94.86 and $89.86 per share, respectively. As of December 31, 2015, 358,000 performance shares remained outstanding with a weighted average fair value of $90.24 per share and a remaining life of 1 year. As of December 31, 2014, 302,000 performance shares remained outstanding.
Compensation expense, including the impact of reimbursements during 2015, 2014 and 2013 was approximately $56 million, $52 million and $54 million, respectively, resulting in tax benefits of $22 million, $20 million and $21 million, respectively. As of December 31, 2015, there was approximately $58 million of unrecognized compensation cost, net of estimated forfeitures, including the impact of reimbursement from third parties, which is expected to be recognized over a weighted-average period of 1.4 years on a straight-line basis.
In 2015, 2014, and 2013, we did not grant any stock options. In 2012, we utilized the Lattice model to calculate the fair value of option grants. The weighted average assumptions used to determine the fair value of option grants were as follows:
The dividend yield was estimated based on the expected annualized dividend payment and the average expected price of our common shares during the same periods.
The estimated volatility was based on a combination of historical share price volatility as well as implied volatility based on market analysis. The historical share price volatility was measured over an 8-year period, which is equal to the contractual term of the options.
The expected life represents the period that our stock-based awards are expected to be outstanding and was determined based on an actuarial calculation using historical experience, giving consideration to the contractual terms of the stock-based awards and vesting schedules.
The yield curve (risk-free interest rate) was based on the implied zero-coupon yield from the U.S. Treasury yield curve over the expected term of the option.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
The following table summarizes our stock option activity during 2015:
As of December 31, 2014, we had non-vested options totaling 0.1 million, with a weighted average grant date fair value of $19.52. During the year ended December 31, 2015, 0.1 million options vested with a weighted average grant date fair value of $19.94.
The service period for options is typically four years. The total intrinsic value of options exercised during 2015, 2014 and 2013 was approximately $8 million, $18 million and $104 million, respectively, resulting in tax benefits of approximately $3 million, $7 million and $32 million, respectively.
The aggregate intrinsic value of outstanding options as of December 31, 2015 was $6 million. The aggregate intrinsic value of exercisable options as of December 31, 2015 was $5 million. The weighted-average contractual life was 2.6 years for outstanding options and 2.3 years for exercisable options as of December 31, 2015.
We recognize compensation expense, equal to the fair market value of the stock on the date of grant for restricted stock and unit grants, over the service period. During 2015, we granted approximately 1,000,000 shares of restricted stock and restricted stock units that had a weighted average grant date fair value of $79.55 per share or unit under the 2013 LTIP. The weighted-average fair value per restricted stock or unit granted during 2014 and 2013 was $81.75 and $60.38, respectively. The service period is typically three years. The fair value of restricted stock and units for which the restrictions lapsed during 2015, 2014 and 2013 was approximately $104 million, $91 million and $103 million, respectively.
The following table summarizes our restricted stock and units activity during 2015:
2002 Employee Stock Purchase Plan
In April 2002, the Board of Directors adopted (and in May 2002 the stockholders approved) our 2002 Employee Stock Purchase Plan (the ESPP) to provide our employees with an opportunity to purchase shares through payroll deductions and we reserved approximately 12.0 million shares for issuance under the ESPP. The ESPP commenced in October 2002.
All full-time employees who have completed 30 days of continuous service and who are employed by us on U.S. payrolls are eligible to participate in the ESPP. Eligible employees may contribute up to 20% of their total cash compensation to the ESPP. Amounts withheld are applied at the end of every three-month accumulation period to purchase shares. The value of the shares (determined as of the beginning of the offering period) that may be purchased by any participant in a calendar year is limited to $25,000. The purchase price to employees is equal to 95% of the fair market value of shares at the end of each period. Participants may withdraw their contributions at any time before shares are purchased.
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NOTES TO FINANCIAL STATEMENTS
Approximately 0.1 million shares were issued under the ESPP during the year ended December 31, 2015 at purchase prices ranging from $67.90 to $78.62. Approximately 0.1 million shares were issued under the ESPP during the year ended December 31, 2014 at purchase prices ranging from $75.05 to $80.31.
Note 21. Derivative Financial Instruments
We enter into forward contracts to manage foreign exchange risk based on market conditions and to hedge certain forecasted transactions. These forward contracts have been designated and qualify as cash flow hedges, and their change in fair value is recorded as a component of other comprehensive income and reclassified into earnings in the same period or periods in which the forecasted transaction occurs. To qualify as a hedge, we need to formally document, designate and assess the effectiveness of the transactions that receive hedge accounting. The notional dollar amount of the outstanding Euro forward contracts at December 31, 2015 was $24 million, with average exchange rates of 1.15 and with terms of less than one year. We review the effectiveness of our hedging instruments on a quarterly basis and record any ineffectiveness into earnings. We discontinue hedge accounting for any hedge that is no longer evaluated to be highly effective. From time to time, we may choose to de-designate portions of hedges when changes in estimates of forecasted transactions occur. For the year ended December 31, 2015, each of these hedges was highly effective in offsetting fluctuations in foreign currencies. An insignificant amount of gain due to ineffectiveness was recorded in the consolidated statements of income during 2015.
We also enter into forward contracts to manage foreign exchange risk on intercompany loans that are not deemed long-term investment nature. These forward contracts are not designated as hedges, and their change in fair value is recorded in our consolidated statements of income during each reporting period. The notional dollar amount of these outstanding forward contracts at December 31, 2015 was $860 million, with terms of primarily less than one year. These forward contracts provide an economic hedge, as they largely offset foreign currency exposures on intercompany loans.
We enter into interest rate swap agreements to manage interest expense. The swaps qualify as fair value swaps and modify our interest rate exposure by effectively converting debt with a fixed rate to a floating rate. Our objective is to manage the impact of interest rates on the results of operations, cash flows and the market value of our debt. At December 31, 2015, we had five interest rate swap agreements with an aggregate notional amount of $250 million under which we pay floating rates and receive fixed rates of interest (Fair Value Swaps). The Fair Value Swaps hedge the change in fair value of certain fixed rate debt related to fluctuations in interest rates and mature in 2018 and 2019. These interest rate swaps have been designated and qualify as fair value hedges and have met the requirements to assume zero ineffectiveness.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
The counterparties to our derivative financial instruments are major financial institutions. We evaluate the credit ratings of the financial institutions and believe that credit risk is at an acceptable level.
The following tables summarize the fair values of our derivative instruments (in millions):
The following table presents the effect of our derivatives on our Consolidated Statements of Income (in millions):
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NOTES TO FINANCIAL STATEMENTS
Note 22. Comprehensive Income
The following table presents the changes in accumulated other comprehensive income by component for the year ended December 31, 2015 (in millions):
(a)
Amounts in parentheses indicate debits.
During the year ended December 31, 2015, gains included in accumulated other comprehensive loss related to intra-entity foreign currency transactions that are of a long-term investment nature amounted to $64 million compared to gains of $87 million for the year ended December 31, 2014.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
The following table presents the components of our other comprehensive income (loss) and related tax effects for the years ended December 31, 2015, 2014 and 2013 (in millions):
(a)
Amounts in parentheses indicate debits.
(b)
Pretax gains and losses on forward contract cash flow hedges are reclassified to management fees, franchise fees and other income.
(c)
Pretax amortization of defined benefit pension and postretirement benefit plans is reclassified to selling, general, administrative and other.
(d)
During the year ended December 31, 2014, we recognized $4 million in the gain (loss) on asset dispositions and impairments, net line item and $6 million in the other liabilities line item due to the substantial liquidation of two foreign entities.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Note 23. Fair Value of Financial Instruments
The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 (in millions):
The interest rate swaps are valued using an income approach. Expected future cash flows are converted to a present value amount based on market expectations of the yield curve on floating interest rates, which is readily available on public markets.
The forward contracts are over the counter contracts that do not trade on a public exchange. The fair values of the contracts are classified as Level 2 since they are based on inputs such as foreign currency spot rates and forward points that are readily available on public markets. We consider both our credit risk, as well as our counterparties’ credit risk in determining fair value and we did not make an adjustment as it was deemed insignificant based on the short duration of the contracts and our rate of short-term debt.
We believe the carrying values of our financial instruments related to current assets and liabilities approximate fair value. The following table presents the carrying amounts and estimated fair values of our long-term financial instruments (in millions):
The carrying value of our restricted cash approximates its fair value. We estimate the fair value of our vacation ownership notes receivable using assumptions related to current securitization market transactions. The fair value of other notes receivable is estimated based on terms of the instrument and current market conditions. These financial instrument assets are recorded in the other assets line item in our consolidated balance sheet.
We estimate the fair value of our publicly traded debt based on the bid prices in the public debt markets. The carrying amount of our floating rate debt is a reasonable basis of fair value due to the variable nature of the interest rates. Our non-public, securitized debt and fixed rate debt fair value is determined based upon discounted cash flows for the debt at rates deemed reasonable for the type of debt, prevailing market conditions and the length to maturity for the debt.
The fair values of our letters of credit and surety bonds are estimated to be the same as the contract values based on the nature of the fee arrangements with the issuing financial institutions.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Note 24. Commitments and Contingencies
We had the following contractual obligations outstanding as of December 31, 2015 (in millions):
(a)
Included in these balances are commitments that may be reimbursed or satisfied by our managed and franchised properties.
During the year ended December 31, 2015, we entered into a long-term agreement for the provision of information technology services and support from a third party. While the amounts due under the agreement are variable in nature, we expect to have a future purchase obligation of approximately $331 million over the term of the agreement due as follows: $72 million in 2016; $74 million in 2017; $75 million in 2018; $77 million in 2019; and $33 million in 2020. A portion of these costs are expected to be reimbursed by our managed and franchised properties. In addition, we may terminate this agreement in certain circumstances during the term of the agreement in exchange for a termination fee.
We had the following commercial commitments outstanding as of December 31, 2015 (in millions):
Variable Interest Entities. We have determined that we have a variable interest in 22 hotels, generally in the form of investments, loans, guarantees, or equity. We determine if we are the primary beneficiary of these hotels by primarily considering certain qualitative factors. Qualitative factors include evaluating if we have the power to control the VIE and have the obligation to absorb the losses and rights to receive the benefits of the VIE, that could potentially be significant to the VIE. We have determined that we are not the primary beneficiary of these VIEs and therefore, these entities are not consolidated in our financial statements. See Note 8 for the VIEs in which we are deemed the primary beneficiary and have consolidated the entities.
The 22 VIEs associated with our variable interests represent entities that own hotels for which we have entered into management or franchise agreements with the hotel owners. We are paid a fee primarily based on financial metrics of the hotel. The hotels are financed by the owners, generally in the form of working capital, equity, and debt.
At December 31, 2015, we have approximately $106 million of investments and a loan balance of $1 million associated with these VIEs. The maximum loss under these agreements equals the carrying value because we are not obligated to fund future cash contributions. In addition, we have not contributed amounts to the VIEs in excess of our contractual obligations.
At December 31, 2014, we evaluated the 21 hotels in which we had a variable interest. As of that date, we had approximately $106 million of investments and a loan balance of $2 million associated with those VIEs.
Guaranteed Loans and Commitments. In limited cases, we have made loans to owners of or partners in hotel or resort ventures for which we have a management or franchise agreement. Loans outstanding under this program totaled $39 million, net, at December 31, 2015. We evaluate these loans for impairment, and at December 31, 2015, believe these loans are collectible. Unfunded loan commitments aggregating $61 million were outstanding at December 31, 2015, of which $35 million is expected to be funded in the next twelve months. These loans typically are secured by pledges of project ownership interests and/or mortgages on the projects. We also have $261 million of equity and other potential contributions associated with managed, franchised, or joint venture properties, $93 million of which is expected to be funded in the next twelve months.
Surety bonds issued on our behalf at December 31, 2015 totaled $32 million, as required by state or local governments relating to our vacation ownership operations, certain tax appeals and by our insurers to secure large deductible insurance programs.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
To secure management contracts, we may provide performance guarantees to third-party owners. Most of these performance guarantees allow us to terminate the contract rather than fund shortfalls if certain performance levels are not met. In limited cases, we are obligated to fund shortfalls in performance levels through the issuance of loans. Many of the performance tests are multi-year tests, are tied to the results of a competitive set of hotels, and have exclusions for force majeure and acts of war or terrorism. During the year ended December 31, 2015, we recorded an $11 million reserve for the potential funding of a performance guarantee associated with two hotels in Greece, as a result of the economic crisis in Greece. We do not anticipate any other significant funding under performance guarantees, nor do we anticipate losing a significant number of management or franchise contracts in 2016.
In connection with the purchase of the Le Méridien brand in November 2005, we were indemnified for certain of Le Méridien’s historical liabilities by the entity that bought Le Méridien’s owned and leased hotel portfolio. The indemnity is limited to the financial resources of that entity, which have significantly decreased in recent years. We have received various claims on these historical liabilities. If we have to fund any of these claims, there can be no assurance that we will be able to recover such amounts through the indemnification. During the year ended December 31, 2015, certain employee pension claims were determined to be probable and reasonably estimable, based on the review of additional information provided to us by the plaintiffs, and we recorded a reserve of $6 million associated with these claims.
In connection with the sale of 33 hotels in 2006, we agreed to indemnify the buyer for certain liabilities, including operations and tax liabilities. At this time, we believe that we will not have to make any material payments under such indemnities.
Litigation. We are involved in various legal matters that have arisen in the normal course of business, some of which include claims for substantial sums. Accruals have been recorded when the outcome is probable and can be reasonably estimated. As of December 31, 2015, certain contingencies have been evaluated as reasonably possible, but not probable, with a range of exposure of $0 to $25 million. While the ultimate results of claims and litigation cannot be determined, we do not expect that the resolution of these legal matters will have a material adverse effect on our consolidated results of operations, financial position or cash flow. However, depending on the amount and the timing, an unfavorable resolution of some or all of these matters could materially affect our future results of operations or cash flows in a particular period.
Collective Bargaining Agreements. At December 31, 2015, approximately 24% of our U.S.-based employees were covered by various collective bargaining agreements, generally providing for basic pay rates, working hours, other conditions of employment and orderly settlement of labor disputes. Generally, labor relations have been maintained in a normal and satisfactory manner, and we believe that our employee relations are satisfactory.
Environmental Matters. We are subject to certain requirements and potential liabilities under various federal, state and local environmental laws, ordinances and regulations. Such laws often impose liability without regard to whether the current or previous owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Although we have incurred and expect to incur remediation and other environmental costs during the ordinary course of operations, we anticipate that such costs will not have a material adverse effect on our operations or financial condition.
Captive Insurance Company. Estimated insurance claims payable at December 31, 2015 and 2014, were $75 million and $73 million, respectively. At December 31, 2015 and 2014, standby letters of credit amounting to $65 million and $60 million, respectively, had been issued to provide collateral for the estimated claims. We guarantee the letters of credit.
ITT Industries. In 1995, the former ITT Corporation, renamed ITT Industries, Inc. (ITT Industries), distributed to its stockholders all of the outstanding shares of common stock of ITT Corporation, then a wholly-owned subsidiary of ITT Industries (the Distribution). In connection with this Distribution, ITT Corporation, which was then named ITT Destinations, Inc., changed its name to ITT Corporation. Subsequent to the acquisition of ITT Corporation in 1998, we changed the name of ITT Corporation to Sheraton Holding Corporation.
For purposes of governing certain of the ongoing relationships between us and ITT Industries after the Distribution and spin-off of ITT Corporation and to provide for an orderly transition, we have entered into various agreements with ITT Industries. These agreements include a spin-off agreement, Employee Benefits Services and Liability Agreement, Tax Allocation Agreement and Intellectual Property Transfer and License Agreements. We may be liable to or due reimbursement from ITT Industries relating to the resolution of certain pre-spin-off matters under these agreements. Based on available information, management does not believe that these matters would have a material impact on our consolidated results of operations, financial position or cash flows. During the year ended December 31, 2013 we recorded a gain, net of tax, in discontinued operations, net of $1 million from a favorable insurance recovery of certain liabilities.
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
Note 25. Segment Information
Our hotel business is segregated into three separate hotel segments: (i) the Americas, (ii) EAME, and (iii) Asia Pacific. The vacation ownership and residential business is a separate segment.
Our reportable segments each have a division president who is responsible for the management of the division. Each division president reports directly to our Chief Executive Officer who is also the Chief Operating Decision Maker (CODM). Financial information for each reportable segment is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources.
Each hotel segment generates its earnings through a network of owned, leased, consolidated and unconsolidated joint venture hotels and resorts operated primarily under our proprietary brand names including St. Regis ® , The Luxury Collection ® , W ® , Westin ® , Le Méridien ® , Sheraton ® , Four Points ® by Sheraton, Aloft ® , Element ® , and Tribute Portfolio TM , as well as hotels and resorts which are managed or franchised under these brand names in exchange for fees.
The management of our vacation ownership and residential sales business is conducted by the vacation ownership and residential segment. The vacation ownership and residential segment generates its earnings through the acquisition, development and operation of vacation ownership resorts, marketing and selling of VOIs and residential units, and providing financing to customers who purchase such interests. See Note 27, Planned Reverse Morris Trust Transaction, for a discussion of our plans for the separation of our vacation ownership business, distribution of the shares of Vistana Signature Experiences, Inc. (Vistana) common stock to our stockholders on a pro rata basis and Vistana’s subsequent merger with a wholly-owned subsidiary of Interval Leisure Group, Inc. (ILG).
The CODM primarily evaluates the operating performance of a segment based on segment earnings. We define segment earnings as net income attributable to our common stockholders before interest expense, taxes, depreciation and amortization, as well as our share of interest, depreciation and amortization associated with our unconsolidated joint ventures, excluding certain recurring and nonrecurring items, such as restructuring and other special charges (credits), loss on early extinguishment of debt, and gains (losses) on asset dispositions and impairments. Residential revenue generated at hotel properties is recorded in the corresponding geographic hotel segment. General, administrative and other expenses directly related to the segments are included in the calculation of segment earnings, whereas corporate general, administrative, and other expenses are not included in the segment earnings calculation. In addition to revenues recorded within our four segments, we also have other revenues from managed and franchised properties, which represent the reimbursement of costs incurred on behalf of managed and franchised property owners. These revenues, together with the corresponding expenses, are not recorded within our segments. Other corporate unallocated revenues and earnings primarily relate to other license fee income and are also reported outside of segment revenues.
The following tables present revenues, segment earnings, earnings from unconsolidated ventures, capital expenditures, total assets, and investments in unconsolidated ventures for our reportable segments (in millions):
(a)
Includes revenues of $1.0 billion, $1.1 billion and $1.1 billion for the years ended 2015, 2014 and 2013, respectively, from hotels located in the United States. No other country contributed more than 10% of our total revenues.
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NOTES TO FINANCIAL STATEMENTS
(a)
Includes impairment losses, interest expense, depreciation, and amortization expense related to equity earnings not allocated to segment earnings.
(a)
Represents gross inventory capital expenditures less cost of sales of $68 million, $(14) million and $(38) million for the years ended 2015, 2014 and 2013, respectively. Additionally, includes development capital of $25 million, $28 million and $25 million for the years ended 2015, 2014 and 2013, respectively.
(b)
Amounts presented for the years ended 2014 and 2013 exclude costs of sales of Bal Harbour of $7 million and $112 million, respectively.
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NOTES TO FINANCIAL STATEMENTS
(a)
Includes long-lived assets of $1.1 billion and $1.2 billion at December 31, 2015 and 2014, respectively, located in the United States. As of December 31, 2015, no other country contributed more than 10% of our total long-lived assets.
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NOTES TO FINANCIAL STATEMENTS
Note 26. Quarterly Results (Unaudited)
(a)
Amounts presented are attributable to Starwood’s common stockholders.
Note 27. Planned Reverse Morris Trust Transaction
On February 10, 2015, we announced plans to spin-off our vacation ownership business to stockholders as a separate publicly traded company, Vistana.
On October 27, 2015, we entered into definitive agreements with ILG, a wholly-owned subsidiary of ILG (ILG Merger Sub) and Vistana, through a Reverse Morris Trust transaction, pursuant to which, subject to the terms and conditions thereof, (a) we and certain of our subsidiaries will engage in a series of transactions in which certain assets and liabilities not currently owned by Vistana, including five hotels to be converted to vacation ownership properties, will be (i) sold directly to one or more subsidiaries of ILG or (ii) otherwise conveyed pursuant to an internal restructuring to Vistana and entities that will become Vistana subsidiaries, in order to separate our vacation ownership business from our other businesses, (b) immediately after such separation, we will distribute the shares of Vistana common stock to our stockholders on a pro rata basis and (c) immediately after such distribution, Vistana will merge with ILG Merger Sub. The holders of SLC Operating Limited Partnership units, which are entitled to the distribution, will also receive shares of Vistana common stock. When the foregoing transactions are completed, Vistana will be the surviving company in the merger and a wholly-owned subsidiary of ILG, our stockholders will own approximately 55% of the outstanding shares of ILG on a fully-diluted basis and the existing shareholders of ILG will own approximately 45% of ILG on a fully-diluted basis. In connection with the
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
NOTES TO FINANCIAL STATEMENTS
transactions, the consideration our stockholders are expected to receive is primarily based on the value of ILG’s common stock, which has declined in the last two months of 2015. If this decline is sustained, we could record a material impairment charge at the date of the Planned Reverse Morris Trust Transaction resulting from the difference between the carrying value of our investment in the vacation ownership business and the fair value of the consideration our stockholders will receive at the transaction date. Both the distribution of the shares of Vistana common stock and merger of Vistana with ILG Merger Sub are expected to qualify as transactions that are tax-free to Starwood stockholders. The transactions are subject to customary closing conditions, including regulatory and ILG shareholder approvals. The transactions will not require a vote of our stockholders. Upon the closing of the transactions, ILG’s board of directors will consist of 13 directors, comprising nine current ILG directors and four of our director appointees.
During the year ended December 31, 2015, we recorded approximately $36 million of costs, primarily associated with professional fees for the planned spin-off. The transaction is expected to close in the second quarter of 2016 but there can be no assurance regarding the ultimate timing of the transaction or that the transaction will ultimately be completed.
Note 28. Planned Marriott Merger
On November 15, 2015, we entered into a definitive merger agreement with Marriott. At closing, Starwood stockholders will receive 0.92 shares of Marriott common stock and $2.00 in cash for each share of Starwood common stock. On a pro forma basis, Starwood stockholders will own approximately 39% of the combined company’s common stock after the completion of the merger. Starwood stockholders will separately receive consideration from the transactions involving the separation of the Starwood vacation ownership business, the distribution of the shares of Vistana common stock to Starwood stockholders on a pro rata basis and subsequent merger of Vistana with ILG Merger Sub. Marriott’s Board of Directors following the closing will increase from 11 to 14 members with the expected addition of three members of the Starwood Board of Directors.
The transaction is subject to Marriott and Starwood shareholder approvals, completion of Starwood’s planned disposition of its vacation ownership business, regulatory approvals and the satisfaction of other customary closing conditions. Assuming receipt of the necessary approvals, the parties expect the transaction to close in mid-2016.
SCHEDULE II
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
VALUATION AND QUALIFYING ACCOUNTS
(In millions)
(a)
Charged to/from other accounts:
S-1