Wyndham Worldwide Reports Second Quarter 2017 Results

Strong Top-Line Momentum

Increases Full-Year EPS Guidance

Announces Plan To Become Two Publicly Traded Hospitality Companies

PARSIPPANY, N.J., Aug. 2, 2017 /PRNewswire/ -- Wyndham Worldwide Corporation (NYSE:WYN) today announced results for the three months ended June 30, 2017.  Earlier today the Company also announced its plan to separate into two publicly traded hospitality companies.

SECOND QUARTER 2017 OPERATING RESULTS
Second quarter revenues were $1.5 billion, up 5% compared with the prior year period. Full reconciliations of GAAP results to non-GAAP measures for all reported periods appear in the tables to this press release.

Net income for the second quarter of 2017 was $78 million compared with $156 million for the second quarter of 2016, reflecting a non-cash impairment charge on the write-down of undeveloped land detailed in Table 7 of this press release.  Diluted earnings per share (EPS) were $0.75 compared with $1.39 for the prior year period.  

Adjusted net income for the second quarter of 2017, which excludes charges in both 2016 and 2017 as detailed in Table 7 of this press release, was $159 million compared with $156 million for the second quarter of 2016, reflecting strong top-line momentum across the Company, partially offset by a higher provision for loan losses and higher legal fees at Wyndham Vacation Ownership.  Adjusted diluted EPS was $1.53 compared with $1.40 per share in the prior year period, further reflecting the benefit of the Company's share repurchase program.      

Second quarter EBITDA was $214 million, compared with $340 million in the prior year period, reflecting the previously referenced non-cash impairment charge on the write-down of undeveloped land detailed in Table 8 of this press release.  Adjusted EBITDA, which excludes charges in both 2017 and 2016 as detailed in Table 8 of this press release, was $350 million, compared with $340 million in the prior year period, primarily reflecting strong top-line momentum across the Company, partially offset by a higher provision for loan losses and higher legal fees at Wyndham Vacation Ownership.  Adjusted EBITDA increased 4% on a currency-neutral basis.

"With summer closing in on the half-way point, all of our businesses are performing well," said Stephen P. Holmes, chairman and CEO. "Our hotel group is seeing constant currency RevPAR growth both domestically and internationally, our vacation rentals business is benefiting from continued strong booking trends, and sales sharply accelerated at our vacation ownership business as we continue to execute on our new owner growth strategy. This strong topline momentum further reflects how these businesses are poised for continued success as stand-alone public companies."

For the six months ended June 30, 2017, net cash provided by operating activities was $663 million, compared with $706 million in the prior year period. The decrease primarily reflects higher inventory spending and the timing of working capital.

Free cash flow was $581 million for the six months ended June 30, 2017, compared with $616 million for the same period in 2016, primarily reflecting the changes in net cash provided by operating activities.  The Company defines free cash flow as net cash provided by operating activities less capital expenditures.

SECOND QUARTER 2017 BUSINESS UNIT RESULTS

Hotel Group
Revenues were $345 million in the second quarter of 2017, compared with $334 million in the second quarter of 2016.  EBITDA was $106 million in the second quarter compared with $101 million in the prior year quarter, growing 6% on a currency-neutral basis.  Results reflect higher franchise fees and growth in the Wyndham Rewards credit card program.  

Second quarter domestic same-store RevPAR increased 2.8% compared with the second quarter of 2016.  In constant currency, global system-wide, same-store RevPAR increased 3.3%.

As of June 30, 2017, the Company's hotel system consisted of over 8,100 properties and approximately 705,700 rooms, a 3.3% net room increase compared with the second quarter of 2016.  The development pipeline increased to nearly 1,230 hotels and over 150,800 rooms, an 18% year-over-year room increase, of which 57% were international and 67% were new construction.

Destination Network
Revenues were $405 million in the second quarter of 2017, compared with $384 million in the second quarter of 2016, an increase of 5%.  

Vacation rental revenues were $220 million compared with $202 million in the prior year quarter.  In constant currency and excluding acquisitions, vacation rental revenues increased 9%, reflecting a 7.8% increase in transaction volume and a 0.9% increase in the average net price per rental.  Transaction volume benefited from capacity increases across the Company's European brands and the favorable impact from the timing of the Easter holiday.  

Exchange revenues were $159 million, an increase of 1% in constant currency compared with the prior year quarter.  Exchange revenue per member increased 2.4% and the average number of members declined 1.7%.

EBITDA was $89 million in the second quarter of 2017, a 5% increase compared with the second quarter of 2016.  On a currency-neutral basis and excluding the impact of acquisitions, EBITDA increased 6%, reflecting stronger performance in our vacation rental brands, which benefited from the favorable impact of the timing of the Easter holiday, as well as the reversal of a previously recorded value-added tax reserve.

Vacation Ownership
Revenues increased 6% to $750 million in the second quarter of 2017, compared with $705 million in the second quarter of 2016.  The increase reflects an increase in gross VOI sales of 9% as well as higher consumer financing revenues, partially offset by a higher provision for loan losses.

Tour flow increased 10.3% driven by increased tours to new owners.  Volume per guest (VPG) declined 1.1%, primarily reflecting a 14% increase in sales to new owners in North America, which produce a lower VPG. 

EBITDA was $47 million in the second quarter of 2017 compared with $187 million in the prior year quarter.  The EBITDA decline reflects the previously mentioned impairment charge on the write-down of undeveloped land as detailed in Table 8 of this press release.  Adjusted EBITDA was $183 million in the second quarter of 2017, a 2% decline compared with the second quarter of 2016.  Results reflect the increase in revenues, offset by higher legal expenses and the absence of a $4 million benefit from business interruption insurance claims received in the second quarter of 2016.

OTHER ITEMS

  • The Company repurchased 1.6 million shares of common stock for $150 million during the second quarter of 2017 at an average price of $95.82.  From July 1 through August 1, 2017, the Company repurchased an additional 0.5 million shares for $50 million. 
  • Net interest expense in the second quarter of 2017 was $37 million compared with $32 million in the second quarter of 2016, reflecting the issuance of a $300 million 4.15% 7-year unsecured note and $400 million 4.50% 10-year unsecured note in March.
  • Depreciation and amortization in the second quarter of 2017 was $66 million, compared with $63 million in the second quarter of 2016, as additional long-term projects came into service. 

Balance Sheet Information as of June 30, 2017:

  • Cash and cash equivalents of $415 million, compared with $185 million at December 31, 2016
  • Vacation ownership contract receivables, net of $2.8 billion, unchanged from December 31, 2016
  • Vacation ownership and other inventory of $1.3 billion, compared with $1.4 billion at December 31, 2016
  • Securitized vacation ownership debt of $2.1 billion, unchanged from December 31, 2016
  • Long-term debt of $3.7 billion, compared with $3.4 billion at December 31, 2016. The remaining borrowing capacity on the revolving credit facility, net of commercial paper borrowings, was $1.1 billion as of June 30, 2017, unchanged from December 31, 2016.

A schedule of debt is included in Table 12 of this press release.

OUTLOOK

Note to Editors: The guidance excludes possible future share repurchases, while analysts' estimates often include projected share repurchases. This results in discrepancies between Company guidance and database consensus forecasts.

The Company provides the following guidance for the full year 2017:

  • Reiterates revenues of approximately $5.80 billion to $5.95 billion
  • Reiterates adjusted net income of approximately $631 million to $652 million
  • Reiterates adjusted EBITDA of approximately $1.41 billion to $1.44 billion
  • Updates adjusted diluted EPS to approximately $6.04 to $6.24 based on a diluted share count of 104.5 million from $5.98 to $6.18 based on a diluted share count of 105.5 million

In determining adjusted net income, adjusted EBITDA and adjusted EPS, the Company excludes certain items which are otherwise included in determining the comparable GAAP financial measures. A description of the adjustments that have been applicable for the reported periods in determining adjusted net income, adjusted EBITDA and adjusted EPS are reflected in Tables 7 and 8 of this press release. The Company is providing an outlook for net income, EBITDA and EPS only on a non-GAAP basis because the Company is unable to predict with reasonable certainty the totality or ultimate outcome or occurrence of these adjustments or other potential adjustments that may arise in the future during the outlook period, which can be dependent on future events that may not be reliably predicted. See Table 10 for certain non-GAAP information concerning the outlook period.

The Company will post full guidance information on its website following the conference call.

CONFERENCE CALL INFORMATION
Wyndham Worldwide Corporation will hold a conference call with investors to discuss the Company's results, outlook and guidance, as well as its plan to become two publicly traded companies, on Thursday, August 3, 2017 at 8:30 a.m. ET. Listeners can access the webcast live through the Company's website at http://www.wyndhamworldwide.com/investors/.  The conference call may also be accessed by dialing 800-862-9098 and providing the pass code "WYNDHAM."  Listeners are urged to call at least 10 minutes prior to the scheduled start time.  An archive of this webcast will be available on the website for approximately 90 days beginning at 12:00 p.m. ET on August 3, 2017.  A telephone replay will be available for approximately 10 days beginning at 12:00 p.m. ET on August 3, 2017 at 800-695-2533.

PRESENTATION OF FINANCIAL INFORMATION
Financial information discussed in this press release includes non-GAAP measures, which include or exclude certain items. These non-GAAP measures differ from reported GAAP results and are intended to illustrate what management believes are relevant period-over-period comparisons and are helpful to investors as an additional tool for further understanding and assessing the Company's ongoing operating performance.  Exclusion of items in the Company's non-GAAP presentation should not be considered an inference that these items are unusual, infrequent or non-recurring.  Full reconciliations of GAAP results to the comparable non-GAAP measures for the reported periods appear in the financial tables section of the press release.

ABOUT WYNDHAM WORLDWIDE
Wyndham Worldwide (NYSE: WYN) is one of the largest global hospitality companies, providing travelers with access to a collection of trusted hospitality brands in hotels, vacation ownership, and unique accommodations including vacation exchange, holiday parks, and managed home rentals. With a collective inventory of nearly 130,000 places to stay across more than 110 countries on six continents, Wyndham Worldwide and its 38,000 associates welcomes people to experience travel the way they want. This is enhanced by Wyndham Rewards®, the Company's re-imagined guest loyalty program across its businesses, which is making it simpler for members to earn more rewards and redeem their points faster. For more information, please visit www.wyndhamworldwide.com.

FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements are those that convey management's expectations as to the future based on plans, estimates and projections at the time Wyndham Worldwide makes the statements and may be identified by terminology such as "will," "expect," believe," "plan," "anticipate," "goal," "future," "outlook," guidance," "target," "estimate" and similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Wyndham Worldwide or the post-spin companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements contained in this press release include statements related to the Company's revenues, earnings, cash flow, related financial and operating measures and expectations with respect to the spin off and related transactions, as well as the post-spin companies' future operating, financial and business performance.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.  Factors that could cause actual results to differ materially from those in the forward-looking statements include general economic conditions, the performance of the financial and credit markets, the economic environment for the hospitality industry, the impact of war, terrorist activity or political strife, operating risks associated with the hotel, vacation exchange and rentals and vacation ownership businesses, uncertainties that may delay or negatively impact the spin off or cause the spin off to not occur at all, uncertainties related to the post-spin companies' ability to realize the anticipated benefits of the spin off, uncertainties related to Wyndham Worldwide's ability to successfully complete the spin off on a tax-free basis within the expected time frame or at all, unanticipated developments that delay or otherwise negatively affect the spin off, uncertainties related to Wyndham Worldwide's ability to obtain financing for the two companies or the terms of such financing,  unanticipated developments related to the impact of the spin off on our relationships with our customers, suppliers, employees and others with whom we have relationships, unanticipated developments resulting from possible  disruption to our operations resulting from the proposed spin-off, the potential impact of the spin-off and related transactions on Wyndham Worldwide's credit rating, uncertainties relating to Wyndham Worldwide's exploration of strategic alternatives for its European rentals brands and the outcome and timing of that process, as well as those factors described in Wyndham Worldwide's Annual Report on Form 10-K, filed with the SEC on February 17, 2017, and in Wyndham Worldwide's subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Except for Wyndham Worldwide's ongoing obligations to disclose material information under the federal securities laws, it undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

 

 

Wyndham Worldwide Corporation
Earnings Release Schedules

Quarter Two - June 30, 2017

Table of Contents




Table No.



Consolidated Statements of Income (Unaudited)

1



Operating Results of Reportable Segments

2



Operating Statistics

3



Condensed Consolidated Statements of Cash Flows and Reconciliation of Free Cash Flows (Unaudited)

4



Revenue Detail by Reportable Segment

5



Brand System Details

6



Non-GAAP Reconciliation of Adjusted Net Income and EPS

7



Non-GAAP Reconciliation of Adjusted EBITDA by Reportable Segment

8



Non-GAAP Reconciliation of Gross VOI Sales

9



Non-GAAP Reconciliation of 2017 Outlook

10



Non-GAAP Reconciliation - Constant Currency, Currency Neutral and Acquisitions

11



Schedule of Debt

12



 















Table 1

Wyndham Worldwide Corporation

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)



































 Three Months Ended 


 Six Months Ended 





 June 30, 


 June 30, 





2017


2016


2017


2016

Net revenues














Service and membership fees


$

653


$

632


$

1,289


$

1,266


Vacation ownership interest sales



448



409



798



750


Franchise fees



177



172



318



310


Consumer financing



114



108



224



215


Other




87



82



169



165

Net revenues



1,479



1,403



2,798



2,706
















Expenses















Operating



654



622



1,254



1,236


Cost of vacation ownership interests 



38



32



75



68


Consumer financing interest



19



19



37



36


Marketing and reservation



231



211



426



403


General and administrative



191



185



383



372


Asset impairments 



135



-



140



-


Restructuring



-



-



7



-


Depreciation and amortization



66



63



128



125

Total expenses



1,334



1,132



2,450



2,240
















Operating income



145



271



348



466

Other (income)/expense, net



(3)



(6)



(4)



(16)

Interest expense



39



34



73



68

Early extinguishment of debt



-



-



-



11

Interest income



(2)



(2)



(4)



(4)
















Income before income taxes



111



245



283



407

Provision for income taxes



33



89



64



156

Net income



$

78


$

156


$

219


$

251
















Earnings per share














Basic



$

0.75


$

1.40


$

2.10


$

2.25


Diluted



0.75



1.39



2.09



2.23
















Weighted average shares outstanding














Basic




104



111



104



112


Diluted



104



112



105



113

 

 














Table 2















(1 of 2)


Wyndham Worldwide Corporation

OPERATING RESULTS OF REPORTABLE SEGMENTS

(In millions)































In addition to other measures, management evaluates the operating results of each of its reportable segments based upon net revenues and "EBITDA", which is defined as net income before depreciation and amortization, interest expense (excluding consumer financing interest), early extinguishment of debt, interest income (excluding consumer financing revenues) and income taxes, each of which is presented on the Company's Consolidated Statements of Income.  The Company also uses adjusted EBITDA as a financial measure of its operating performance.  The Company believes that EBITDA and adjusted EBITDA are useful measures of assessing performance of the Company and for the Company's segments which, when considered with GAAP measures, give a more complete understanding of its operating performance and assist our investors in evaluating our ongoing operating performance for the current reporting period and, where provided, over different reporting periods, by adjusting for certain items which may be recurring or nonrecurring and which in our view do not necessarily reflect ongoing operating performance. We also internally use these measures to assess our operating performance, both in absolute terms and in comparison to other companies, and in evaluating or making selected compensation decisions.  These supplemental disclosures are in addition to GAAP reported measures.  The Company's presentation of EBITDA and adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.






















The following tables summarize net revenues and EBITDA for the Company's reportable segments, as well as reconcile Net Income to EBITDA for the three months ended June 30, 2017 and 2016:




















Three Months Ended June 30, 





2017


2016





 Net Revenues 


 EBITDA 


 Net Revenues 


 EBITDA 


Hotel Group

$

345


$

106


$

334


$

101


Destination Network


405



89



384



85


Vacation Ownership


750



47



705



187


     Total Reportable Segments


1,500



242



1,423



373


Corporate and Other (a)


(21)



(28)



(20)



(33)


     Total Company

$

1,479


$

214


$

1,403


$

340

















Reconciliation of Net Income to EBITDA


































 Three Months Ended June 30,  








2017





2016


Net income





$

78





$

156


Provision for income taxes





33






89


Depreciation and amortization





66






63


Interest expense





39






34


Interest income





(2)






(2)


EBITDA





$

214





$

340
































Note: Amounts may not add due to rounding. 


(a)  Includes the elimination of transactions between segments.  
















The following tables summarize net revenues and adjusted EBITDA for the Company's reportable segments for the three months ended June 30, 2017 and 2016 (for a description of adjustments and reconciliation by segment, see Table 8):





















Three Months Ended June 30, 





2017


2016







Adjusted 




Adjusted 





 Net Revenues 


 EBITDA 


 Net Revenues 


 EBITDA 


Hotel Group

$

345


$

106


$

334


$

101


Destination Network


405



89



384



85


Vacation Ownership


750



183



705



187


     Total Reportable Segments


1,500



378



1,423



373


Corporate and Other (a)


(21)



(28)



(20)



(33)


     Total Company

$

1,479


$

350


$

1,403


$

340

















 














Table 2














(2 of 2)

Wyndham Worldwide Corporation

OPERATING RESULTS OF REPORTABLE SEGMENTS

(In millions)





























The following tables summarize net revenues and EBITDA for the Company's reportable segments, as well as reconcile EBITDA to net income attributable to Wyndham shareholders for the six months ended June 30, 2017 and 2016:



















Six Months Ended June 30, 





2017


2016





 Net Revenues 


 EBITDA 


 Net Revenues 


 EBITDA 


Hotel Group

$

643


$

191


$

629


$

185


Destination Network


797



191



768



166


Vacation Ownership


1,399



166



1,345



323


     Total Reportable Segments


2,839



548



2,742



674


Corporate and Other (a)


(41)



(68)



(36)



(67)


     Total Company

$

2,798


$

480


$

2,706


$

607

















Reconciliation of Net income


































Six Months Ended June 30, 








2017





2016


Net income





$

219





$

251


Provision for income taxes





64






156


Depreciation and amortization





128






125


Interest expense





73






68


Early extinguishment of debt





-






11


Interest income





(4)






(4)


EBITDA





$

480





$

607
































Note: Amounts may not add due to rounding. 


(a)   Includes the elimination of transactions between segments.  





The following tables summarize net revenues and adjusted EBITDA for the Company's reportable segments for the six months ended June 30, 2017 and 2016 (for a description of adjustments and reconciliation by segment, see Table 8):





















Six Months Ended June 30, 





2017


2016







Adjusted 




Adjusted 





 Net Revenues 


 EBITDA 


 Net Revenues 


 EBITDA 


Hotel Group

$

643


$

192


$

629


$

185


Destination Network


797



191



768



190


Vacation Ownership


1,399



306



1,345



323


     Total Reportable Segments


2,839



689



2,742



698


Corporate and Other (a)


(41)



(62)



(36)



(66)


     Total Company

$

2,798


$

627


$

2,706


$

632

















 

















Table 3

















(1 of 2)

Wyndham Worldwide Corporation

OPERATING STATISTICS


















The following operating statistics are the drivers of our revenues and therefore provide an enhanced understanding of our businesses:
























Year


Q1


Q2


Q3


Q4


Full Year

Hotel Group(a)













Number of Rooms 

2017


699,800


705,700


 N/A 


 N/A 


 N/A 



2016


679,100


683,300


689,800


697,600


 N/A 



2015


667,400


668,500


671,900


678,000


 N/A 



2014


646,900


650,200


655,300


660,800


 N/A 















RevPAR

2017

$

31.73

$

39.43

$

 N/A 

$

 N/A 

$

 N/A 



2016

$

31.59

$

39.10

$

43.04

$

32.92

$

36.67



2015

$

32.84

$

39.82

$

43.34

$

32.98

$

37.26



2014

$

32.30

$

40.11

$

43.71

$

34.06

$

37.57














Destination Network













Average Number of Members (in 000s)

2017


3,817


3,791


 N/A 


 N/A 


 N/A 



2016


3,841


3,857


3,868


3,843


3,852



2015


3,822


3,831


3,835


3,836


3,831



2014


3,727


3,748


3,777


3,808


3,765















Exchange Revenue Per Member

2017

$

192.01

$

168.27

$

 N/A 

$

 N/A 

$

 N/A 



2016

$

189.78

$

164.61

$

164.39

$

151.19

$

167.48



2015

$

194.06

$

167.81

$

163.38

$

152.00

$

169.29



2014

$

200.78

$

179.17

$

171.77

$

157.24

$

177.12















Vacation Rental Transactions (in 000s) (a) (b)

2017


538


461


 N/A 


 N/A 


 N/A 



2016


500


409


508


350


1,767



2015


459


390


462


319


1,630



2014


429


376


455


293


1,552















Average Net Price Per Vacation Rental(a) (b)

2017

$

343.07

$

476.72

$

 N/A 

$

 N/A 

$

 N/A 



2016

$

366.08

$

492.83

$

599.59

$

430.14

$

475.24



2015

$

361.20

$

513.14

$

642.00

$

452.19

$

494.92



2014

$

410.04

$

577.13

$

727.40

$

492.25

$

558.95














Vacation Ownership (a)













Gross Vacation Ownership Interest (VOI) Sales (in 000s) (c)

2017

$

439,000

$

563,000

$

 N/A 

$

 N/A 

$

 N/A 



2016

$

428,000

$

518,000

$

564,000

$

502,000

$

2,012,000



2015

$

390,000

$

502,000

$

565,000

$

507,000

$

1,965,000



2014

$

410,000

$

496,000

$

513,000

$

470,000

$

1,889,000















Tours (in 000s)

2017


176


235


 N/A 


 N/A 


 N/A 



2016


179


213


230


197


819



2015


168


206


227


200


801



2014


170


208


225


191


794















Volume Per Guest (VPG)

2017

$

2,354

$

2,302

$

 N/A 

$

 N/A 

$

 N/A 



2016

$

2,244

$

2,328

$

2,320

$

2,399

$

2,324



2015

$

2,177

$

2,353

$

2,354

$

2,390

$

2,326



2014

$

2,272

$

2,280

$

2,158

$

2,336

$

2,257


















Note: Full year amounts may not add across due to rounding.

(a)

Includes the impact of acquisitions/dispositions from the acquisition/disposition dates forward. Therefore, the operating statistics are not presented on a comparable basis.

(b)

The destination network operating statistics excluding our U.K.-based camping business sold in Q4 2014 are as follows:
























Year


Q1


Q2


Q3


Q4


Full Year


Vacation Rental Transactions (in 000s)

2014


429


367


431


292


1,518


Average Net Price Per Vacation Rental

2014

$

410.02

$

578.02

$

700.56

$

492.64

$

548.93



































(c)

Includes Gross VOI sales under the Company's Wyndham Asset Affiliate Model (WAAM) Just-in-Time. (See Table 9 for a reconciliation of Gross VOI sales to vacation ownership interest sales).








































ADDITIONAL DATA
































Year


Q1


Q2


Q3


Q4


Full Year

Hotel Group













Number of Properties

2017


8,080


8,140


 N/A 


 N/A 


 N/A 



2016


7,830


7,880


7,930


8,040


 N/A 



2015


7,670


7,700


7,760


7,810


 N/A 



2014


7,500


7,540


7,590


7,650


 N/A 














Vacation Ownership













Provision for Loan Losses (in 000s) (*) 

2017

$

85,000

$

110,000

$

 N/A 

$

 N/A 

$

 N/A 



2016

$

63,000

$

90,000

$

104,000

$

86,000

$

342,000



2015

$

46,000

$

60,000

$

78,000

$

64,000

$

248,000



2014

$

60,000

$

70,000

$

70,000

$

60,000

$

260,000


















Note: Full year amounts may not add across due to rounding.

(*)

Represents provision for estimated losses on vacation ownership contract receivables originated during the period, which is recorded as a contra revenue to vacation ownership interest sales on the Consolidated Statements of Income.

 

















Table 3


















(2 of 2)




















Wyndham Worldwide Corporation


OPERATING STATISTICS




GLOSSARY OF TERMS




















Hotel Group




















Number of Rooms: Represents the number of rooms at hotel group properties at the end of the period which are either (i) under franchise and/or management agreements, or company owned and (ii) properties under affiliation agreements for which the Company receives a fee for reservation and/or other services provided. 





















Average Occupancy Rate: Represents the percentage of available rooms occupied during the period.




















Average Daily Rate (ADR): Represents the average rate charged for renting a lodging room for one day. 




















RevPAR:  Represents revenue per available room and is calculated by multiplying average occupancy rate by ADR. Comparable RevPAR represents RevPAR of hotels which are included in both periods.





















Destination Network




















Average Number of Members:  Represents members in our vacation exchange programs who paid annual membership dues as of the end of the period or who are within the allowed grace period. For additional fees, such participants are entitled to exchange intervals for intervals at other properties affiliated with the Company's vacation exchange business. In addition, certain participants may exchange intervals for other leisure-related services and products.






















Exchange Revenue Per Member: Represents total annualized revenues generated from fees associated with memberships, exchange transactions, member-related rentals and other servicing for the period divided by the average number of vacation exchange members during the period. 





















Vacation Rental Transactions:  Represents the number of transactions that are generated in connection with customers booking their vacation rental stays through one of our vacation brands. One rental transaction is recorded for each standard one-week rental.





















Average Net Price Per Vacation Rental: Represents the net rental price generated from renting vacation properties to customers and other related rental servicing fees divided by the number of vacation rental transactions.





















Vacation Ownership




















Gross Vacation Ownership Interest Sales: Represents sales of vacation ownership interest (VOIs), including WAAM sales, before the net effect of percentage-of-completion accounting and loan loss provisions. We believe gross VOI sales provide an enhanced understanding of the performance of our vacation ownership business because it directly measures the sales volume of this business during a given reporting period. See Table 9 for a reconciliation of Gross VOI sales to vacation ownership interest sales.





















Tours: Represents the number of tours taken by guests in our efforts to sell VOIs.




















Volume per Guest (VPG): Represents Gross VOI sales (excluding tele-sales upgrades, which are non-tour upgrade sales) divided by the number of tours.  The Company has excluded non-tour upgrade sales in the calculation of VPG because non-tour upgrade sales are generated by a different marketing channel.  See Table 9 for a detail of tele-sales upgrades for 2014-2017. 






















General




















Constant Currency: Represents a comparison eliminating the effects of foreign exchange rate fluctuations between periods (foreign currency translation).




















Currency-Neutral: Represents a comparison eliminating the effects of foreign exchange rate fluctuations between periods (foreign currency translation) and the impact caused by any foreign exchange related activities (i.e., hedges, balance sheet remeasurements and/or adjustments).



 








Table 4

Wyndham Worldwide Corporation

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND RECONCILIATION OF FREE CASH FLOWS

(In millions)

(Unaudited)

















Condensed Consolidated Statements of Cash Flows:










Six Months Ended June 30, 




2017


2016

Net cash provided by operating activities


$

663


$

706









Net cash used in investing activities



(133)



(140)









Net cash used in financing activities



(309)



(251)









Effect of changes in exchange rates on cash and cash equivalents



9



(8)









Net increase in cash and cash equivalents


$

230


$

307

















Free Cash Flow:
















We define free cash flow to be net cash provided by operating activities less property and equipment additions which we also refer to as capital expenditures.


We believe free cash flow to be a useful operating performance measure to evaluate the ability of our operations to generate cash for uses other than capital expenditures and, after debt service and other obligations, our ability to grow our business through acquisitions, development advances and equity investments, as well as our ability to return cash to shareholders through dividends and share repurchases. A limitation of using free cash flow versus the GAAP measures of net cash provided by operating activities, net cash used in investing activities and net cash used in financing activities as a means for evaluating Wyndham Worldwide is that free cash flow does not represent the total cash movement for the period as detailed in the consolidated statement of cash flows.


The following table provides more details on the GAAP financial measure that is most directly comparable to the non-GAAP financial measure and the related reconciliation between these financial measures:

 




Six Months Ended June 30, 




2017


2016

Net cash provided by operating activities


$

663


$

706

Less: Property and equipment additions



(82)



(90)

Free cash flow



$

581


$

616

 

























Table 5


























Wyndham Worldwide Corporation

REVENUE DETAIL BY REPORTABLE SEGMENT

(In millions)























































2017


2016






 Q1 


 Q2 


 Q3 


 Q4 


 Year 



 Q1 


 Q2 


 Q3 


 Q4 


 Year 

Hotel Group
























Royalties and Franchise Fees


$

79

$

98


 N/A 


 N/A 


 N/A 


$

74

$

94

$

105

$

94

$

367


Marketing, Reservation and Wyndham Rewards Revenues (a)


83


106


 N/A 


 N/A 


 N/A 



83


103


125


92


405


Hotel Management Reimbursable Revenues (b)


66


69


 N/A 


 N/A 


 N/A 



67


71


67


65


271


Intersegment Trademark Fees



13


15


 N/A 


 N/A 


 N/A 



13


15


16


14


56


Owned Hotel Revenues



23


21


 N/A 


 N/A 


 N/A 



27


19


17


17


81


Ancillary Revenues (c)



34


36


 N/A 


 N/A 


 N/A 



31


32


34


34


129


Total Hotel Group



298


345


 N/A 


 N/A 


 N/A 



295


334


364


316


1,309


























Destination Network
























Exchange Revenues



183


159


 N/A 


 N/A 


 N/A 



182


159


159


145


645


Rental Revenues



184


220


 N/A 


 N/A 


 N/A 



183


202


304


151


840


Ancillary Revenues (d)



24


26


 N/A 


 N/A 


 N/A 



20


23


23


21


86


Total Destination Network



391


405


 N/A 


 N/A 


 N/A 



385


384


486


317


1,571


























Vacation Ownership
























Vacation Ownership Interest Sales



351


448


 N/A 


 N/A 


 N/A 



342


409


441


415


1,606


Consumer Financing



111


114


 N/A 


 N/A 


 N/A 



107


108


112


113


440


Property Management Fees and Reimbursable Revenues


175


175


 N/A 


 N/A 


 N/A 



164


161


168


168


660


WAAM Fee-for-Service Commissions


2


4


 N/A 


 N/A 


 N/A 



17


16


13


-


46


Ancillary Revenues (e)



9


9


 N/A 


 N/A 


 N/A 



11


11


10


9


42


Total Vacation Ownership



648


750


 N/A 


 N/A 


 N/A 



641


705


744


705


2,794

Total Reportable Segments


$

1,337

$

1,500


 N/A 


 N/A 


 N/A 


$

1,321

$

1,423

$

1,594

$

1,338

$

5,674























































2015


2014






 Q1 


 Q2 


 Q3 


 Q4 


 Year 



 Q1 


 Q2 


 Q3 


 Q4 


 Year 

Hotel Group
























Royalties and Franchise Fees


$

74

$

96

$

103

$

87

$

361


$

68

$

88

$

100

$

83

$

339


Marketing, Reservation and Wyndham Rewards Revenues (a)


96


108


112


92


407



76


101


117


91


385


Hotel Management Reimbursable Revenues (b)


61


71


73


68


273



37


39


39


39


154


Intersegment Trademark Fees



12


15


16


15


57



9


11


11


10


41


Owned Hotel Revenues



25


20


16


19


79



24


20


18


20


81


Ancillary Revenues (c)



24


24


37


33


120



23


24


30


24


101


Total Hotel Group



292


334


357


314


1,297



237


283


315


267


1,101


























Destination Network
























Exchange Revenues



185


161


157


146


649



187


168


162


150


667


Rental Revenues



166


200


296


144


807



176


217


331


144


868


Ancillary Revenues (d)



18


22


23


20


82



16


17


19


17


69


Total Destination Network



369


383


476


310


1,538



379


402


512


311


1,604


























Vacation Ownership
























Vacation Ownership Interest Sales



336


417


448


403


1,604



303


382


415


385


1,485


Consumer Financing



104


105


108


109


427



105


106


108


108


427


Property Management Fees and Reimbursable Revenues


153


149


159


155


615



143


145


150


142


581


WAAM Fee-for-Service Commissions


12


19


23


28


83



33


30


18


16


98


Ancillary Revenues (e)



12


9


12


11


43



9


10


13


17


47


Total Vacation Ownership



617


699


750


706


2,772



593


673


704


668


2,638

Total Reportable Segments


$

1,278

$

1,416

$

1,583

$

1,330

$

5,607


$

1,209

$

1,358

$

1,531

$

1,246

$

5,343



















































Note: Full year amounts may not add across due to rounding.

(a)

Marketing and reservation revenues represent fees the Company receives from franchised and managed hotels that are to be expended for marketing purposes or the operation of a centralized, brand-specific reservation system.  These fees are typically based on a percentage of the gross room revenues of each hotel.  Wyndham Rewards revenues represent fees the Company receives relating to its loyalty program.

(b)

Primarily represents payroll costs in the hotel management business that the Company pays on behalf of property owners and for which it is reimbursed by the property owners. During 2014, reimbursable revenues of $2 million in each of Q1, Q2 and Q3 and $1 million in Q4 were charged to the Company's vacation ownership business and were eliminated in consolidation. 

(c)

Primarily includes additional services provided to franchisees and managed properties and fees related to our co-branded credit card program.

(d)

Primarily includes fees generated from programs with affiliated resorts and homeowners.

(e)

Primarily includes revenues associated with bonus points/credits that are provided as purchase incentives on VOI sales and fees generated from other non-core operations.

 








Table 6








(1 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS




















As of and For the Three Months Ended June 30, 2017

Brand

Number of
Properties

Number of Rooms

Average
Occupancy Rate

Average Daily
Rate (ADR)

Average Revenue
Per Available
Room (RevPAR)









Hotel Group







Super 8 

2,873

180,930

60.1%

$48.66

$29.25









Days Inn 

1,777

142,304

55.1%

$69.87

$38.53









Ramada 

873

122,066

56.4%

$70.95

$40.02









Wyndham Hotels and Resorts

254

55,557

61.5%

$103.26

$63.53









Howard Johnson 

364

42,650

52.6%

$60.22

$31.70









Baymont

449

35,135

56.9%

$73.20

$41.65









Travelodge 

415

30,622

54.1%

$72.65

$39.34









Microtel Inns & Suites by Wyndham

337

24,278

61.7%

$71.55

$44.15









Knights Inn 

364

22,098

49.0%

$51.11

$25.05









TRYP by Wyndham

115

16,031

71.2%

$83.01

$59.13









Wingate by Wyndham

155

14,215

66.6%

$92.99

$61.90









Hawthorn Suites by Wyndham

108

10,613

68.3%

$83.52

$57.07









Dolce

19

4,394

56.2%

$164.17

$92.24









Trademark (*)

15

2,555

N/A

N/A

N/A









Dazzler

12

1,525

65.3%

$93.27

$60.90









Esplendor

10

697

63.8%

$79.41

$50.63










Total Hotel Group

8,140

705,670

57.9%

$68.09

$39.43









Vacation Ownership






Wyndham Vacation Ownership resorts

221

24,918

N/A

N/A

N/A










Total Wyndham Worldwide

8,361

730,588












NOTE: A glossary of terms is included in Table 3 (4 of 4); RevPAR may not recalculate by multiplying average occupancy rate by ADR due to rounding. 

(*) Rooms added at days end on June 30, 2017, therefore, RevPAR, Occupancy and Average Daily Rate statistics are not applicable.












As of and For the Three Months Ended June 30, 2016

Brand

Number of
Properties

Number of Rooms

Average
Occupancy Rate

Average Daily
Rate (ADR)

Average Revenue
Per Available
Room (RevPAR)









Hotel Group







Super 8 

2,707

172,924

60.4%

$49.33

$29.81









Days Inn 

1,791

142,987

53.6%

$68.92

$36.92









Ramada 

842

117,964

56.5%

$72.86

$41.18









Wyndham Hotels and Resorts

226

49,776

62.3%

$106.74

$66.52









Howard Johnson 

377

43,538

49.5%

$60.57

$29.99









Baymont

424

33,711

55.0%

$71.93

$39.58









Travelodge 

404

29,705

53.1%

$71.45

$37.96









Microtel Inns & Suites by Wyndham

334

24,102

59.9%

$69.69

$41.77









Knights Inn 

381

23,228

48.3%

$50.28

$24.27









TRYP by Wyndham

113

16,120

70.2%

$79.96

$56.09









Wingate by Wyndham

148

13,493

68.1%

$93.21

$63.49









Hawthorn Suites by Wyndham

107

10,618

70.0%

$82.98

$58.06









Dolce

22

5,110

55.9%

$171.50

$95.89










Total Hotel Group

7,876

683,276

57.2%

$68.30

$39.10









Vacation Ownership






Wyndham Vacation Ownership resorts

216

24,475

N/A

N/A

N/A










Total Wyndham Worldwide

8,092

707,751












Note: A glossary of terms is included in Table 3 (2 of 2); RevPAR may not recalculate by multiplying average occupancy rate by ADR due to rounding.

 








Table 6








(2 of 2)

Wyndham Worldwide Corporation

BRAND SYSTEM DETAILS




















As of and For the Six Months Ended June 30, 2017

Brand

Number of
Properties

Number of Rooms

Average
Occupancy Rate

Average Daily
Rate (ADR)

Average Revenue
Per Available
Room (RevPAR)









Hotel Group







Super 8 

2,873

180,930

56.5%

$46.67

$26.35









Days Inn 

1,777

142,304

50.2%

$67.75

$34.00









Ramada 

873

122,066

53.2%

$70.31

$37.44









Wyndham Hotels and Resorts

254

55,557

57.4%

$102.33

$58.69









Howard Johnson 

364

42,650

49.2%

$58.77

$28.92









Baymont

449

35,135

51.5%

$70.39

$36.26









Travelodge 

415

30,622

48.8%

$69.89

$34.13









Microtel Inns & Suites by Wyndham

337

24,278

56.9%

$68.87

$39.21









Knights Inn 

364

22,098

45.2%

$50.03

$22.63









TRYP by Wyndham

115

16,031

64.7%

$78.84

$51.00









Wingate by Wyndham

155

14,215

61.9%

$89.59

$55.45









Hawthorn Suites by Wyndham

108

10,613

65.0%

$83.15

$54.01









Dolce

19

4,394

51.4%

$159.60

$81.96









Trademark (*)

15

2,555

N/A

N/A

N/A









Dazzler

12

1,525

64.4%

$92.58

$59.60









Esplendor

10

697

64.8%

$85.42

$55.39










Total Hotel Group

8,140

705,670

53.8%

$66.24

$35.61









Vacation Ownership






Wyndham Vacation Ownership resorts

221

24,918

N/A

N/A

N/A










Total Wyndham Worldwide

8,361

730,588












NOTE: A glossary of terms is included in Table 3 (4 of 4); RevPAR may not recalculate by multiplying average occupancy rate by ADR due to rounding. 

(*) Rooms added at days end on June 30, 2017, therefore, RevPAR, Occupancy and Average Daily Rate statistics are not applicable.












As of and For the Six Months Ended June 30, 2016

Brand

Number of
Properties

Number of Rooms

Average Occupancy Rate

Average Daily Rate (ADR)

Average Revenue Per Available Room (RevPAR)









Hotel Group







Super 8 

2,707

172,924

56.0%

$47.68

$26.69









Days Inn 

1,791

142,987

49.0%

$66.61

$32.60









Ramada 

842

117,964

52.7%

$73.28

$38.65









Wyndham Hotels and Resorts

226

49,776

58.5%

$105.36

$61.64









Howard Johnson 

377

43,538

46.8%

$60.19

$28.17









Baymont

424

33,711

50.0%

$69.32

$34.66









Travelodge 

404

29,705

49.2%

$67.64

$33.29









Microtel Inns & Suites by Wyndham

334

24,102

55.5%

$66.91

$37.14









Knights Inn 

381

23,228

44.9%

$49.58

$22.25









TRYP by Wyndham

113

16,120

62.3%

$76.80

$47.84









Wingate by Wyndham

148

13,493

62.2%

$90.16

$56.04









Hawthorn Suites by Wyndham

107

10,618

66.2%

$82.88

$54.84









Dolce

22

5,110

50.6%

$162.73

$82.42










Total Hotel Group

7,876

683,276

53.0%

$66.76

$35.35









Vacation Ownership






Wyndham Vacation Ownership resorts

216

24,475

N/A

N/A

N/A










Total Wyndham Worldwide

8,092

707,751












Note: A glossary of terms is included in Table 3 (2 of 2); RevPAR may not recalculate by multiplying average occupancy rate by ADR due to rounding.

 












Table 7












(1 of 2)













Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION OF ADJUSTED NET INCOME AND EPS

(In millions, except per share data)


















Location on Consolidated
Statements of Income


Three Months Ended June 30, 







2017


2016

Diluted weighted average shares outstanding





104



112













Diluted EPS





$

0.75


$

1.39













Net income





$

78


$

156













Adjustments:











VOI inventory impairments (a)


Asset impairments 



135



-


Acquisition costs (b)


Operating



-



1



Total adjustments before tax





135



1


Income tax (benefit)/expense (c) (d)


Provision for income taxes



(54)



(1)

Total adjustments after tax





81



-













Adjustments - EPS impact




$

0.78


$

0.01













Adjusted Net income




$

159


$

156













Adjusted diluted EPS




$

1.53


$

1.40

























Note: Amounts may not add due to rounding.













(a)

Represents non-cash impairment charges primarily related to the writedown of undeveloped VOI land resulting from the Company's decision to no longer pursue future development at certain locations. 

(b)

Represents costs related to an acquisition that closed on July 1, 2016 at the Company's destination network business.

(c)

The amount for 2017 relates to (i) the tax effect of the adjustments and (ii) a tax benefit recognized from an internal restructuring.

(d)

The amount for 2016 relates to the tax effect of the adjustments. 













The above tables reconcile certain non-GAAP financial measures.  The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the income statement in order to assist investors' understanding of the overall impact of such adjustments.  In addition to GAAP financial measures, the Company provides adjusted net income and adjusted EPS financial measures to assist our investors in evaluating our ongoing operating performance for the current reporting period and, where provided, over different reporting periods, by adjusting for certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance.  We also internally use these measures to assess our operating performance, both absolutely and in comparison to other companies, and in evaluating or making selected compensation decisions.  These supplemental disclosures are in addition to GAAP reported measures.  This non-GAAP reconciliation table should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

 












Table 7












(2 of 2)













Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION OF ADJUSTED NET INCOME AND EPS

(In millions, except per share data)


















Location on Consolidated
Statements of Income


Six Months Ended June 30, 







2017


2016

Diluted weighted average shares outstanding





105



113













Diluted EPS





$

2.09


$

2.23













Net income





$

219


$

251













Adjustments:











VOI inventory impairments (a)


Asset impairments 



135



-


Restructuring costs (b) 


Restructuring



7



-


Asset impairment (c)


Asset impairments 



5



-


Venezuela currency devaluation (d)


Operating



-



24


Acquisition costs (e)


Operating



-



1


Legacy costs (f)


General and administrative



-



1


Early extinguishment of debt (g)


Early extinguishment of debt



-



11















Total adjustments before tax





147



37


Income tax (benefit)/expense (h) (i)


Provision for income taxes



(87)



(5)

Total adjustments after tax





61



32













Total adjustments - EPS impact




$

0.58


$

0.29













Adjusted net income attributable to Wyndham shareholders




$

280


$

283













Adjusted diluted EPS




$

2.66


$

2.52













Note: Amounts may not add due to rounding.













(a)

Represents non-cash impairment charges primarily related to the writedown of undeveloped VOI land resulting from the Company's decision to no longer pursue future development at certain locations. 

(b)

Relates to expenses associated with restructuring initiatives at the Company's (i) corporate operations which focused on rationalizing its sourcing function and outsourcing certain information technology functions and (ii) hotel group business which primarily focused on realigning its brand operations.

(c)

Represents a non-cash impairment charge related to the write-down of assets resulting from the decision to abandon a new product initiative at the Company's vacation ownership business.

(d)

Represents the impact from the devaluation of the exchange rate of Venezuela at the Company's destination network business during 2016.

(e)

Represents costs related to an acquisition that closed July 1, 2016 at the Company's destination network business. 

(f)

Relates to the net benefit from the resolution of and adjustment to certain contingent liabilities and assets resulting from the Company's separation from Cendant.

(g)

Represents costs incurred in connection with the Company's early repurchase of its 6.0% senior unsecured notes during 2016.

(h)

The amount for 2017 relates to (i) the tax effect of the adjustments and (ii) a tax benefit on foreign currency losses recognized from an internal restructuring.

(i)

The amount for 2016 relates to (i) the tax effect of the adjustments. There was no tax benefit associated with the $24 million Venezuela currency devaluation adjustment.













The above tables reconcile certain non-GAAP financial measures.  The presentation of these adjustments is intended to permit the comparison of particular adjustments as they appear in the income statement in order to assist investors' understanding of the overall impact of such adjustments.  In addition to GAAP financial measures, the Company provides adjusted net income and adjusted EPS financial measures to assist our investors in evaluating our ongoing operating performance for the current reporting period and, where provided, over different reporting periods, by adjusting for certain items which may be recurring or non-recurring and which in our view do not necessarily reflect ongoing performance.  We also internally use these measures to assess our operating performance, both absolutely and in comparison to other companies, and in evaluating or making selected compensation decisions.  These supplemental disclosures are in addition to GAAP reported measures.  This non-GAAP reconciliation table should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.

 



















Table 8



















(1 of 3)

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION OF ADJUSTED EBITDA BY REPORTABLE SEGMENT

(In millions)

































































Restructuring



Asset



VOI Inventory


Adjusted






EBITDA


Costs(b)



Impairment (c)



Impairment (d)


EBITDA

Three months ended March 31, 2017
















Hotel Group



$

85


$

1


$

-


$

-


$

85

Destination Network




102



-



-



-



102

Vacation Ownership




118



-



5



-



124

Total Reportable Segments



305



1



5



-



311

Corporate and Other (a)



(39)



6



-



-



(33)

Total Company



$

266


$

7


$

5



-


$

278




















Three months ended June 30, 2017
















Hotel Group



$

106


$

-


$

-


$

-


$

106

Destination Network




89



-



-



-



89

Vacation Ownership




47



-



-



135



183

Total Reportable Segments



242



-



-



135



378

Corporate and Other (a)



(28)



-



-



-



(28)

Total Company



$

214


$

-


$

-


$

135


$

350







































Note: Amounts may not add down or across due to rounding. 




















(a)

Includes the elimination of transactions between segments.

(b)

Relates to expenses associated with restructuring initiatives at the Company's (i) corporate operations which focused on rationalizing its sourcing function and outsourcing certain information technology functions and (ii) hotel group business which primarily focused on realigning its brand operations.

(c)

Represents a non-cash impairment charge related to the write-down of assets resulting from the decision to abandon a new product initiative.

(d)

Represents non-cash impairment charges primarily related to the writedown of undeveloped VOI land resulting from the Company's decision to no longer pursue future development at certain locations. 

 































Table 8































(2 of 3)

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION OF ADJUSTED EBITDA BY REPORTABLE SEGMENT

(In millions)







































































Venezuela 















Executive



Bargain











Currency 


Acquisition


Legacy


Restructuring


Contract



Departure



Purchase


Adjusted






EBITDA


Devaluation(b)


Costs(c)


Costs(d)


Costs(e)


Termination(f)



Costs (g)



Gain (h)


EBITDA

Three months ended March 31, 2016




























Hotel Group



$

84


$

-


$

-


$

-


$

-


$

-


$

-


$

-


$

84

Destination Network




81



24



-



-



-



-



-



-



105

Vacation Ownership




136



-



-



-



-



-



-



-



136

Total Reportable Segments



301



24



-



-



-



-



-



-



325

Corporate and Other (a)



(34)



-



-



-



-



-



-



-



(34)

Total Company



$

267


$

24


$

-


$

-


$

-


$

-


$

-


$

-


$

291
































Three months ended June 30, 2016




























Hotel Group



$

101


$

-


$

-


$

-


$

-


$

-


$

-


$

-


$

101

Destination Network




85



-



1






-



-



-



-



85

Vacation Ownership




187



-



-



-



-



-



-



-



187

Total Reportable Segments



373



-



1



-



-



-



-



-



373

Corporate and Other (a)



(33)



-



-



-



-



-



-



-



(33)

Total Company



$

340


$

-


$

1


$

-


$

-


$

-


$

-


$

-


$

340
































Three months ended September 30, 2016




























Hotel Group



$

107


$

-


$

-


$

-


$

3


$

7


$

-


$

-


$

117

Destination Network




138



-



-



-



4



-



-



-



142

Vacation Ownership




189



-



-



-



6



-



-



-



195

Total Reportable Segments



434



-



-



-



13



7



-



-



454

Corporate and Other (a)



(32)



-






(1)



1



-



-



-



(31)

Total Company



$

402


$

-


$

-


$

(1)


$

14


$

7


$

-


$

-


$

423
































Three months ended December 31, 2016




























Hotel Group



$

99


$

-


$

1


$

-


$

(1)


$

-


$

-


$

-


$

99

Destination Network




53



-



1



-



-



-



-



(2)



52

Vacation Ownership




182



-






-



2



-



6



-



191

Total Reportable Segments



334



-



2



-



1



-



6



(2)



342

Corporate and Other (a)



(12)



-



-



(11)



-



-



-



-



(24)

Total Company



$

322


$

-


$

2


$

(11)


$

1


$

-


$

6


$

(2)


$

318































































Note: Amounts may not add across due to rounding. The sum of the quarters may not add down due to rounding.
































(a)

Includes the elimination of transactions between segments.

(b)

Represents the impact from the devaluation of the exchange rate of Venezuela.

(c)

Represents costs related to acquisitions.

(d)

Relates to a benefit from adjustments to certain contingent liabilities from the Company's separation from Cendant.

(e)

Relates to costs incurred due to enhancing organizational efficiency and rationalizing existing facilities across the Company.

(f)

Relates to additional costs associated with the termination of a management contract.

(g)

Represents costs associated with the departure of the chief executive officer at the Company's vacation ownership business. 













(h)

Represents a gain from a bargain purchase on an acquisition of a vacation rentals business.

 


















Table 8


















(3 of 3)

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION OF ADJUSTED EBITDA BY REPORTABLE SEGMENT

SHARED-BASED COMPENSATION EXPENSE

(In millions)





































The following tables provide detail regarding share-based compensation expense which is included within adjusted EBITDA:









































2017





Q1


Q2


Q3


Q4


Full Year

Adjusted EBITDA


$

278


$

350



 N/A 



 N/A 



 N/A 


Share-based compensation expense (*)



14



14



 N/A 



 N/A 



 N/A 

Adjusted EBITDA excluding share-based compensation expense


$

292


$

364



 N/A 



 N/A 



 N/A 



























































2016





Q1


Q2


Q3


Q4


Full Year

Adjusted EBITDA


$

291


$

340


$

423


$

318


$

1,373


Share-based compensation expense (*)



13



20



14



13



61

Adjusted EBITDA excluding share-based compensation expense


$

304


$

360


$

437


$

331


$

1,434





































Note: Full year amounts may not add across due to rounding.

(*)

Excludes share-based compensation expenses for which there was no impact on adjusted EBITDA. Such costs amounted to $1 million during both Q1 2017 and Q2 2017. During 2016, such costs amounted to $1 million during Q1, Q2 and Q3, and $4 million during Q4 and $7 million for the full year. The Company believes providing adjusted EBITDA with the additional exclusion of share-based compensation expense assists our investors and management by providing an additional financial measure to evaluate ongoing operations by excluding the variations among companies in timing, amount and reporting of share-based compensation expense, which may differ significantly among companies.

 













Table 9

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION OF GROSS VOI SALES

(In millions)



























GROSS VOI SALES












We believe gross vacation ownership sales provide an enhanced understanding of the performance of our vacation ownership business because it directly measures the sales volume of this business during a given reporting period.

The following table provides a reconciliation of Gross VOI sales (see Table 3) to vacation ownership interest sales (see Table 5):














Year












2017


Q1

Q2

Q3

Q4

Full Year














Gross VOI sales



$

439

$

563

$

 N/A 

$

 N/A 

$

 N/A 

Less: Sales under WAAM Fee-for-Service



(3)


(5)


 N/A 


 N/A 


 N/A 

Gross VOI sales, net of WAAM Fee-for-Service sales



436


558


 N/A 


 N/A 


 N/A 

Less: Loan loss provision



(85)


(110)


 N/A 


 N/A 


 N/A 

Vacation ownership interest sales


$

351

$

448

$

 N/A 

$

 N/A 

$

 N/A 














2016

























Gross VOI sales



$

428

$

518

$

564

$

502

$

2,012

Less: Sales under WAAM Fee-for-Service



(23)


(20)


(20)


(1)


(64)

Gross VOI sales, net of WAAM Fee-for-Service sales



405


498


544


501


1,948

Less: Loan loss provision



(63)


(90)


(104)


(86)


(342)

Vacation ownership interest sales


$

342

$

409

$

441

$

415

$

1,606














2015

























Gross VOI sales



$

390

$

502

$

565

$

507

$

1,965

Less: Sales under WAAM Fee-for-Service



(21)


(26)


(37)


(42)


(126)

Gross VOI sales, net of WAAM Fee-for-Service sales



369


477


528


464


1,838

Less: Loan loss provision



(46)


(60)


(78)


(64)


(248)

Less: Impact of percentage-of-completion accounting



13


-


(2)


2


13

Vacation ownership interest sales


$

336

$

417

$

448

$

403

$

1,604














2014

























Gross VOI sales



$

410

$

496

$

513

$

470

$

1,889

Less: Sales under WAAM Fee-for-Service



(44)


(40)


(27)


(21)


(132)

Gross VOI sales, net of WAAM Fee-for-Service sales



366


456


486


449


1,757

Less: Loan loss provision



(60)


(70)


(70)


(60)


(260)

Less: Impact of percentage-of-completion accounting



(3)


(4)


(1)


(4)


(12)

Vacation ownership interest sales


$

303

$

382

$

415

$

385

$

1,485

_____________












Note: Amounts may not add due to rounding.








































The following includes primarily tele-sales upgrades and other non-tour revenues, which are excluded from Gross VOI sales in the Company's VPG calculation (see Table 3):

















Q1

Q2

Q3

Q4

Full Year














2017


$

25

$

22

$

 N/A 

$

 N/A 

$

 N/A 

2016


$

25

$

22

$

31

$

30

$

108

2015


$

24

$

17

$

32

$

27

$

100

2014


$

25

$

21

$

27

$

24

$

97

 








Table 10

Wyndham Worldwide Corporation

2017 OUTLOOK -  NON-GAAP

(In millions, except per share data)




















Outlook (a) 


Outlook (a) 




As Adjusted


As Adjusted




(Non-GAAP)


(Non-GAAP)




Low


High









Net revenues

$

5,800


$

5,950

















Adjusted EBITDA

$

1,410


$

1,440

Depreciation and amortization


(268)



(263)

Interest expense, net


(152)



(148)

Adjusted income before taxes 


990



1,023

Income taxes


(359)



(371)

Adjusted net income

$

631


$

652









Adjusted diluted earnings per share

$

6.04


$

6.24









Diluted shares


104.5



104.5

















In determining adjusted EBITDA, adjusted Net Income and adjusted EPS, the Company excludes certain items which are otherwise included in determining the comparable GAAP financial measures. A description of the adjustments which have been applicable in determining adjusted EBITDA, adjusted Net Income and adjusted EPS is included in Tables 7 and 8.  The Company is providing outlook on a non-GAAP basis because the Company is unable to predict with reasonable certainty the totality or ultimate outcome or occurrence of potential adjustments for the forward-looking period, which can be dependent on future events that may not be reliably predicted, such as acquisitions, legacy expenses, restructuring events, asset impairments, contract terminations, currency devaluations, or early extinguishment of debt instruments. Based on past reported results, where one or more of these items have been applicable, such excluded special items could be material, individually or in the aggregate, to the reported results. See Tables 7 and 8 for historical adjustments.



(a) 

Outlook represents Company's approximate projection of performance for the outlook period.  Projections may not total because the Company does not expect the actual results of all items to be at the precise amount simultaneously.

 













Table 11

Wyndham Worldwide Corporation

NON-GAAP RECONCILIATION - CONSTANT CURRENCY, CURRENCY NEUTRAL AND ACQUISITIONS

(In millions, except per share data)














The Company reports certain current year period financial measures on a constant currency and currency-neutral basis and excluding the impact of acquisitions.  The Company believes providing certain financial measures on a constant currency and currency-neutral basis as well as excluding the impact of acquisitions assists management and investors in better understanding underlying results and trends by excluding the impact of period over period changes in foreign exchange rates and changes resulting from acquisitions.














Constant currency results assume foreign results are translated from foreign currencies to the U.S. dollar at exchange rates consistent with those in the comparable period.














Currency Neutral results (i) assume foreign results are translated from foreign currencies to the U.S. dollar at exchange rates consistent with those in the comparable period and (ii) eliminating foreign exchange related activities such as foreign exchange hedges, balance sheet remeasurements, currency devaluations and/or other adjustments.  














Acquisition results are defined as the incremental period over period changes in the Company's results directly attributable to acquisitions.














Revenues in Constant Currency and Excluding Acquisitions:

Three Months Ended June 30, 







2017


2016


% Change

Total revenues as reported

$

1,479


$

1,403


5%


Adjustments:










Incremental revenues from acquisitions


(14)



-


*



Foreign currency - constant currency


10



-


*


Total revenues in constant currency

$

1,475


$

1,403


5%














Hotel Group revenues as reported

$

345


$

334


3%


Adjustments:










Incremental revenues from acquisitions


(1)



-


*



Foreign currency - constant currency


1



-


*


Hotel Group revenues in constant currency and excluding acquisitions

$

345


$

334


3%














Destination Network revenues as reported

$

405


$

384


5%


Adjustments:










Incremental revenues from acquisitions


(12)



-


*



Foreign currency - constant currency


10



-


*


Destination Network revenues in constant currency and excluding acquisitions

$

403


$

384


5%














Exchange revenues as reported

$

159


$

159


*


Adjustments:










Foreign currency - constant currency


1



-


*


Total Exchange revenues in constant currency 

$

160


$

159


1%














Rental revenues as reported

$

220


$

202


9%


Adjustments:










Incremental revenues from acquisitions


(9)



-


*



Foreign currency - constant currency


9



-


*


Total Rental revenues in constant currency and excluding acquisitions

$

220


$

202


9%














Currency-neutral Adjusted EBITDA:

Three Months Ended June 30, 







2017


2016


% Change

Hotel Group EBITDA (a)

$

106


$

101


5%


Adjustments:










Foreign currency - currency-neutral


1



-


*


Hotel Group currency-neutral Adjusted EBITDA

$

107


$

101


6%














EBITDA in Constant Currency and Excluding Acquisitions:

Three Months Ended June 30, 







2017


2016


% Change

Total Adjusted EBITDA (a)

$

350


$

340


3%


Adjustments:










Foreign currency - currency-neutral


3



-


*



Incremental EBITDA from acquisitions


(1)



-


*


Total currency-neutral adjusted EBITDA excluding acquisitions

$

352


$

340


4%














Destination Network EBITDA (a)

$

89


$

85


5%


Adjustments:










Foreign currency - currency-neutral


2



-


*



Incremental EBITDA from acquisitions


(1)



-


*


Destination Network currency-neutral EBITDA excluding acquisitions

$

90


$

85


6%














*

Not meaningful.

(a)

See Table 8 for a reconciliation of EBITDA to adjusted EBITDA and Table 2 for a reconciliation of Net Income to EBITDA.

 
















Table 12


Wyndham Worldwide Corporation

SCHEDULE OF DEBT

(In millions)


























June 30,


December 31,


June 30,










2017


2016


2016



















Securitized vacation ownership debt: (a)










   Term notes

$

1,648


$

1,857


$

1,717


   Bank conduit facility (b)


404



284



315


Total securitized vacation ownership debt (c)


2,052



2,141



2,032


Less: Current portion of securitized vacation ownership debt


185



195



198


Long-term securitized vacation ownership debt

$

1,867


$

1,946


$

1,834




































Debt:












   Revolving credit facility (due July 2020) (d)

$

9


$

14


$

16


   Commercial paper (e)


355



427



408


   Term loan (due March 2021)


324



323



323


   $300 million 2.95% senior unsecured notes (due March 2017) (f)


-



300



300


   $14 million 5.75% senior unsecured notes (due February 2018) (g)


14



14



14


   $450 million 2.50% senior unsecured notes (due March 2018) (g)


449



449



449


   $40 million 7.375% senior unsecured notes (due March 2020)


40



40



40


   $250 million 5.625% senior unsecured notes (due March 2021)


248



248



247


   $650 million 4.25% senior unsecured notes (due March 2022)


648



648



648


   $400 million 3.90% senior unsecured notes (due March 2023)


406



407



407


   $300 million 4.15% senior unsecured notes (due April 2024)


297



-



-


   $350 million 5.10% senior unsecured notes (due October 2025)


339



338



338


   $400 million 4.50% senior unsecured notes (due April 2027)


400



-



-


   Capital leases


144



143



152


   Other


35



20



32


Total long-term debt







3,708



3,371



3,374


Less: Current portion of long-term debt


41



34



46


Long-term debt

$

3,667


$

3,337


$

3,328


__________
















(a)

The Company's vacation ownership contract receivables are securitized through bankruptcy-remote special purpose entities ("SPEs") that are consolidated within our financial statements. These bankruptcy-remote SPEs are legally separate from the Company. The receivables held by the bankruptcy-remote SPEs are not available to the Company's creditors and legally are not the Company's assets. Additionally, the non-recourse debt that is securitized through the SPEs is legally not a liability of the Company and thus, the creditors of these SPEs have no recourse to the Company for principal and interest.

(b)

Represents a non-recourse vacation ownership bank conduit facility with a term through August 2018 and borrowing capacity of $650 million. As of June 30, 2017, this facility had a remaining borrowing capacity of $246 million.

(c)

This debt is collateralized by $2,558 million, $2,601 million and $2,526 million, of underlying vacation ownership contract receivables and related assets as of June 30 2017, December 31, 2016, and June 30, 2016, respectively.

(d)

Represents a $1.5 billion revolving credit facility that expires in July 2020. As of June 30 2017, the Company had $1 million of outstanding letters of credit. After considering outstanding commercial paper borrowings of $355 million, the remaining borrowing capacity was $1.1 billion as of June 30, 2017.

(e)

Represents commercial paper programs of $1.25 billion with a remaining borrowing capacity of $895 million as of June 30, 2017.

(f)

Classified as long-term as of December 31, 2016 and June 30, 2016 as the Company had the intent to refinance such debt on a long-term basis and the ability to do so with its revolving credit facility.

(g)

Classified as long-term as of June 30, 2017 as the Company has the intent to refinance such debt on a long-term basis and the ability to do so with its revolving credit facility.

 

 

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SOURCE Wyndham Worldwide Corporation