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As filed with the Securities and Exchange Commission on April 19, 2018File No. 001-38432UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Amendment No. 1toFORM 10GENERAL FORM FOR REGISTRATION OF SECURITIESPURSUANT TO SECTION 12(b) OR 12(g) OFTHE SECURITIES EXCHANGE ACT OF 1934WYNDHAMHOTELS & RESORTS, INC.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction of incorporation or organization)82-3356232(I.R.S. EmployerIdentification No.)22 Sylvan WayParsippany, New Jersey(Address of Principal Executive Offices)07054(Zip Code)(973) 753-6000(Registrant’s telephone number, including area code)Securities to be registered pursuant to Section 12(b) of the Act:Title of each classto be so registeredName of each exchange on whicheach class is to be registeredCommon stock, 0.01 par value per shareNew York Stock ExchangeSecurities to be registered pursuant to Section 12(g) of the Act: None.Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company’’ and ‘‘emerging growthcompany’’ in Rule 12b-2 of the Exchange Act.Large accelerated filerNon-accelerated filer(Do not check if a smaller reporting company) Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.

INFORMATION REQUIRED IN REGISTRATION STATEMENTCROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10Item 1. BusinessThe information required by this item is contained under the sections ‘‘Summary,’’ ‘‘Risk Factors,’’‘‘Special Note About Forward-Looking Statements,’’ ‘‘Unaudited Pro Forma Combined FinancialStatements,’’ ‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations,’’‘‘Our Business,’’ ‘‘Management,’’ ‘‘Executive and Director Compensation,’’ ‘‘Certain Relationships andRelated Party Transactions’’ and ‘‘Index to Financial Statements’’ of the information statement filed asExhibit 99.1 to this Form 10 (the ‘‘information statement’’). Those sections are incorporated herein byreference.Item 1A. Risk FactorsThe information required by this item is contained under the sections ‘‘Risk Factors’’ and ‘‘SpecialNote About Forward-Looking Statements’’ of the information statement. Those sections are incorporatedherein by reference.Item 2. Financial InformationThe information required by this item is contained under the sections ‘‘Summary—SummaryHistorical and Unaudited Pro Forma Combined Financial Data,’’ ‘‘Capitalization,’’ ‘‘Selected HistoricalCombined Financial Data,’’ ‘‘Unaudited Pro Forma Combined Financial Statements’’ and ‘‘Management’sDiscussion and Analysis of Financial Condition and Results of Operations’’ of the information statement.Those sections are incorporated herein by reference.Item 3. PropertiesThe information required by this item is contained under the section ‘‘Our Business—Properties’’ ofthe information statement. That section is incorporated herein by reference.Item 4. Security Ownership of Certain Beneficial Owners and ManagementThe information required by this item is contained under the section ‘‘Security Ownership of CertainBeneficial Owners and Management’’ of the information statement. That section is incorporated herein byreference.Item 5. Directors and Executive OfficersThe information required by this item is contained under the section ‘‘Management’’ of theinformation statement. That section is incorporated herein by reference.Item 6. Executive CompensationThe information required by this item is contained under the sections ‘‘Management’’ and ‘‘Executiveand Director Compensation’’ of the information statement. Those sections are incorporated herein byreference.Item 7. Certain Relationships and Related Transactions, and Director IndependenceThe information required by this item is contained under the sections ‘‘Management,’’ ‘‘Executive andDirector Compensation’’ and ‘‘Certain Relationships and Related Party Transactions’’ of the informationstatement. Those sections are incorporated herein by reference.1

Item 8. Legal ProceedingsThe information required by this item is contained under the section ‘‘Our Business—LegalProceedings’’ of the information statement. That section is incorporated herein by reference.Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related StockholderMattersThe information required by this item is contained under the sections ‘‘Risk Factors,’’ ‘‘The Spin-Off,’’‘‘Trading Market,’’ ‘‘Dividend Policy,’’ ‘‘Executive and Director Compensation’’ and ‘‘Description ofCapital Stock’’ of the information statement. Those sections are incorporated herein by reference.Item 10. Recent Sales of Unregistered SecuritiesNot applicable.Item 11. Description of Registrant’s Securities to be RegisteredThe information required by this item is contained under the sections ‘‘Risk Factors—Risks Relatingto Our Common Stock,’’ ‘‘Dividend Policy’’ and ‘‘Description of Capital Stock’’ of the informationstatement. Those sections are incorporated herein by reference.Item 12. Indemnification of Directors and OfficersThe information required by this item is contained under the sections ‘‘Certain Relationships andRelated Party Transactions—Indemnification Agreements’’ and ‘‘Description of Capital Stock—Limitations on Liability of Directors and Indemnification of Directors and Officers’’ of the informationstatement. That section is incorporated herein by reference.Item 13. Financial Statements and Supplementary DataThe information required by this item is contained under the sections ‘‘Selected Historical CombinedFinancial Data,’’ ‘‘Unaudited Pro Forma Combined Financial Statements,’’ ‘‘Management’s Discussionand Analysis of Financial Condition and Results of Operations’’ and ‘‘Index to Financial Statements’’ andthe financial statements referenced therein of the information statement. Those sections are incorporatedherein by reference.Item 14. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNone.Item 15. Financial Statements and Exhibits(a) Financial StatementsThe information required by this item is contained under the sections ‘‘Unaudited Pro FormaCombined Financial Statements’’ and ‘‘Index to Financial Statements’’ beginning on page F-1 of theinformation statement and the financial statements referenced therein. Those sections are incorporatedherein by reference.2

(b) ExhibitsThe following documents are filed as exhibits hereto:Exhibit No.Description2.1Form of Separation and Distribution Agreement by and between Wyndham Destinations, Inc.and Wyndham Hotels & Resorts, Inc.Agreement and Plan of Merger, dated as of January 17, 2018, by and among WyndhamWorldwide Corporation, WHG BB Sub, Inc. and La Quinta Holdings, Inc.Form of Amended and Restated Certificate of Incorporation of Wyndham Hotels &Resorts, Inc.Form of Amended and Restated By-laws of Wyndham Hotels & Resorts, Inc.Indenture, dated as of April 13, 2018, by and among Wyndham Hotels & Resorts, Inc.,Wyndham Worldwide Corporation, as guarantor, and U.S. Bank National Association, astrusteeFirst Supplemental Indenture, dated as of April 13, 2018, by and between Wyndham Hotels &Resorts, Inc. and U.S. Bank National Association, as trusteeForm of Note (included in Exhibit 4.2)Form of Transition Services Agreement by and between Wyndham Destinations, Inc. andWyndham Hotels & Resorts, Inc.Form of Tax Matters Agreement by and between Wyndham Hotels & Resorts, Inc. andWyndham Destinations, Inc.Form of Employee Matters Agreement by and between Wyndham Destinations, Inc. andWyndham Hotels & Resorts, Inc.Form of License, Development and Noncompetition Agreement by and among WyndhamDestinations, Inc., Wyndham Hotels and Resorts, LLC, Wyndham Hotels & Resorts, Inc.,Wyndham Hotel Group Europe Limited, Wyndham Hotel Hong Kong Co. Limited, andWyndham Hotel Asia Pacific Co. LimitedForm of Credit Agreement among Wyndham Hotels & Resorts, Inc., Bank of America, N.A.,as Administrative and Collateral Agent, and the lenders party theretoForm of Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive PlanForm of Wyndham Hotels & Resorts, Inc. Officer Deferred Compensation PlanForm of Wyndham Hotels & Resorts, Inc. Non-Employee Directors Deferred CompensationPlanForm of Wyndham Hotels & Resorts, Inc. Savings Restoration PlanForm of Indemnification Agreement to be entered into between Wyndham Hotels &Resorts, Inc. and each of its Directors and executive officersForm of Award Agreement for Restricted Stock Units for U.S. employees pursuant to theWyndham Hotels & Resorts, Inc. 2018 Equity and Incentive PlanForm of Award Agreement for Restricted Stock Units for non-U.S. employees pursuant to theWyndham Hotels & Resorts, Inc. 2018 Equity and Incentive PlanForm of Award Agreement for Restricted Stock Units for non-employee Directors pursuant tothe Wyndham Hotels & Resorts, Inc. 2018 Equity and Incentive PlanForm of Award Agreement for Stock-Settled Stock Appreciation Rights pursuant to theWyndham Hotels & Resorts, Inc. 2018 Equity and Incentive PlanForm of Award Agreement for Performance-Vested Restricted Stock Units pursuant to theWyndham Hotels & Resorts, Inc. 2018 Equity and Incentive PlanForm of Award Agreement for Non-Qualified Stock Options pursuant to the WyndhamHotels & Resorts, Inc. 2018 Equity and Incentive PlanEmployment Agreement between Wyndham Worldwide Corporation and David B. Wyshner,dated as of August 1, 10.810.910.1010.1110.1210.1310.1410.1510.1610.173

Exhibit No.Description10.18Form of Assignment and Assumption Agreement of Employment Agreement of David B.Wyshner between Wyndham Worldwide Corporation and Wyndham Hotels & Resorts, Inc.Form of Employment Agreement to be entered into between Wyndham Hotels & Resorts, Inc.and certain of its executive officersForm of Letter Agreement to be entered into between Wyndham Hotels & Resorts, Inc. andcertain of its executive officersSubsidiaries of Wyndham Hotels & Resorts, Inc.Preliminary Information Statement, dated April 19, 2018Form of Notice of Internet Availability of Information Statement Materials10.1910.2021.199.199.24

SIGNATURESPursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, theregistrant has duly caused this registration statement to be signed on its behalf by the undersigned,thereunto duly authorized.WYNDHAM HOTELS & RESORTS, INC.By: /s/ DAVID B. WYSHNERDavid B. WyshnerChief Financial OfficerDate: April 19, 20185

Exhibit 99.116NOV201723355596, 2018Dear Wyndham Worldwide Corporation Stockholder:I am pleased to inform you that the board of directors of Wyndham Worldwide Corporation (‘‘WyndhamWorldwide’’) has approved the spin-off (the ‘‘spin-off’’) of Wyndham Hotels & Resorts, Inc. (‘‘Wyndham Hotels’’), awholly-owned subsidiary of Wyndham Worldwide. Upon completion of the spin-off, the stockholders of WyndhamWorldwide will own 100% of the outstanding shares of common stock of Wyndham Hotels, and will continue to own100% of the outstanding shares of common stock of Wyndham Worldwide. Wyndham Hotels will be a new, publiclytraded hotel franchising and management company with a portfolio of renowned brands. This business is comprisedprimarily of the operations that have constituted the Hotel Group operating segment of Wyndham Worldwide.Wyndham Hotels is the global leader in the economy segment of the hotel industry and has a substantial and growingpresence in the midscale and upscale segments. In conjunction with the spin-off, Wyndham Worldwide will be renamedWyndham Destinations, Inc. (‘‘Wyndham Destinations’’) and, following the spin-off, it will continue to be the world’slargest developer and marketer of vacation ownership products and the world’s largest vacation exchange company.We believe the spin-off is in the best interests of Wyndham Worldwide, its stockholders and other constituents, asit will result in two publicly traded companies, each with increased strategic flexibility and an enhanced ability tomaintain its focus on its core business and growth opportunities, facilitate future capital raising as needed, and makethe changes necessary to respond to developments in its respective markets.The spin-off will be completed by way of a pro rata distribution of Wyndham Hotels common stock to WyndhamWorldwide’s stockholders of record as of 5:00 p.m., Eastern time, on, 2018, the spin-off record date. EachWyndham Worldwide stockholder will receive one share of Wyndham Hotels common stock for each share ofWyndham Worldwide common stock held by such stockholder on the record date. The distribution of these shares willbe made in book-entry form, meaning no physical share certificates will be issued. Wyndham Worldwide stockholderapproval of the distribution is not required, and you will automatically receive your shares of Wyndham Hotelscommon stock.The distribution is subject to the satisfaction or waiver of certain conditions, including among other things: finalapproval of the distribution by the Wyndham Worldwide board of directors; the Registration Statement on Form 10, ofwhich this information statement forms a part, being declared effective by the Securities and Exchange Commission;Wyndham Hotels common stock being approved for listing on the New York Stock Exchange; the receipt of opinionswith respect to certain tax matters related to the distribution from Wyndham Worldwide’s spin-off tax advisors; thereceipt of solvency and surplus opinions from a nationally recognized valuation firm; the receipt of all materialgovernmental approvals; no order, injunction or decree issued by any governmental entity preventing theconsummation of all or any portion of the distribution being in effect; and the completion of the financing transactionsdescribed in this information statement. We expect that your receipt of shares of Wyndham Hotels common stock inthe spin-off will be tax-free for U.S. federal income tax purposes, except for cash received in lieu of fractional shares.You should consult your own tax advisor as to the particular tax consequences of the distribution to you, includingpotential tax consequences under state, local and non-U.S. tax laws.Immediately following the spin-off, you will own common stock in Wyndham Destinations and Wyndham Hotels.In connection with the spin-off, we intend to continue to have Wyndham Destinations common stock listed on the NewYork Stock Exchange under its new symbol, ‘‘WYND.’’ We intend to have Wyndham Hotels common stock listed onthe New York Stock Exchange under the symbol ‘‘WH.’’We have prepared the enclosed information statement, which describes the spin-off in detail and containsimportant information about Wyndham Hotels, including historical financial statements. Wyndham Worldwidestockholders will receive via mail a notice with instructions on how to access the information statement online. Weurge you to carefully read the information statement.For more than a decade, we have remained focused on providing great experiences for our millions of guestsaround the world and delivering value and return on capital for our stockholders. Throughout this journey, we have

remained guided by a fundamental commitment to deliver reliable growth in a disciplined and responsible way. Thesestockholder-focused principles will continue to guide Wyndham Hotels in the years to come. We thank you forsupporting our mission to welcome people to experience travel the way they want, and look forward to your continuedsupport in the future.Very truly yours,Stephen P. HolmesChairman and Chief Executive OfficerWyndham Worldwide Corporation

6APR201813594640, 2018Dear Wyndham Hotels & Resorts, Inc. Stockholder:It is my pleasure to welcome you to Wyndham Hotels & Resorts, Inc. (‘‘Wyndham Hotels’’). We arethe world’s largest hotel franchisor, with more than 8,400 affiliated hotels located in over 80 countries andwith the largest network of franchised hotels of any global hotel company. We are the leading brandprovider to economy hotels in the world, and we have a substantial and growing presence in the midscaleand upscale segments of the global hotel industry. Our portfolio of 20 renowned brands, includingWyndham, Super 8 and Days Inn, enables us to franchise hotels in virtually any market at a range of pricepoints, catering to both our guests’ and franchisees’ preferences. Following the consummation of the spinoff, we will be a separate, publicly traded company, and we intend to have our common stock listed on theNew York Stock Exchange under the symbol ‘‘WH.’’Our business model is asset-light and easily adaptable to changing economic environments due to lowoperating cost structures, which, together with our recurring fee streams and limited capital expenditures,yield attractive margins and predictable cash flows.We invite you to learn more about Wyndham Hotels by reviewing the enclosed information statement.We look forward to our future as an independent, publicly traded company and to your support as a holderof Wyndham Hotels common stock. We also look forward to welcoming you as a new or returning guest atone of our hotels around the world.Sincerely,Geoffrey A. BallottiPresident and Chief Executive OfficerWyndham Hotels & Resorts, Inc.

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and ExchangeCommission under the Securities Exchange Act of 1934, as amended.SUBJECT TO COMPLETION, DATED APRIL 19, 20186APR201813594640Information StatementDistribution ofCommon Stock ofWYNDHAM HOTELS & RESORTS, INC.by WYNDHAM WORLDWIDE CORPORATIONto Wyndham Worldwide Corporation StockholdersThis information statement is being sent to you in connection with the separation of WyndhamHotels & Resorts, Inc. from Wyndham Worldwide Corporation (collectively with its consolidatedsubsidiaries, ‘‘Wyndham Worldwide’’), following which Wyndham Hotels & Resorts, Inc. will be anindependent, publicly traded company. In conjunction with the separation, Wyndham WorldwideCorporation will be renamed Wyndham Destinations, Inc. As part of the separation, Wyndham Worldwidewill undergo an internal reorganization, after which it will complete the separation by distributing all of theoutstanding shares of common stock of Wyndham Hotels & Resorts, Inc. on a pro rata basis to the holdersof Wyndham Worldwide Corporation’s common stock. We refer to this pro rata distribution as the‘‘distribution’’ and we refer to the separation, including the internal reorganization and distribution, as the‘‘spin-off.’’ We expect that the distribution will be tax-free to the stockholders of Wyndham WorldwideCorporation for U.S. federal income tax purposes, except to the extent of cash received in lieu of fractionalshares. Each Wyndham Worldwide stockholder will receive one share of our common stock for each shareof Wyndham Worldwide common stock held by such stockholder on, 2018, the record date. Thedistribution of shares will be made in book-entry form only. Wyndham Worldwide will not distribute anyfractional shares of Wyndham Hotels common stock. Instead, the distribution agent will aggregatefractional shares into whole shares, sell the whole shares in the open market at prevailing market pricesand distribute the aggregate net cash proceeds from the sales pro rata to each holder who would otherwisehave been entitled to receive a fractional share in the spin-off. The distribution will be effective as of5:00 p.m., E