PARSIPPANY, N.J., Feb. 6, 2013 -- Wyndham Worldwide
Corporation (NYSE:WYN) today announced results for the three months and
year ended December 31, 2012.
Highlights:
- Fourth quarter adjusted diluted earnings per share (EPS)
was $0.63, compared with $0.47 in the fourth quarter of 2011, an
increase of 34%. Fourth quarter 2012 reported diluted EPS was $0.57, an increase of 54% from the same period
in 2011.
- Free cash flow increased to $796
million for the year ended December 31,
2012, compared with $764 million
in 2011.
- The Company's Board of Directors authorized an increase in
the quarterly cash dividend to $0.29
from $0.23 per share, beginning with the
dividend that is expected to be declared in the first quarter of 2013.
- During the quarter, the Company repurchased 2.9 million
shares of its common stock for $151 million.
For the full year, the Company spent $623
million to repurchase 12.9 million shares of its common stock.
"I'm pleased by our 30% adjusted EPS growth in 2012,
especially coming off of 25% growth in 2011. These results reflect the
momentum in our business, the strong execution by our teams and a
capital allocation philosophy that works for shareholders," said Stephen P. Holmes, chairman and CEO, Wyndham Worldwide.
FOURTH QUARTER 2012 OPERATING RESULTS
Fourth quarter revenues increased 9% from the prior year
period to $1.1 billion. The increase
primarily reflects growth in the Company's lodging and vacation
ownership businesses.
For the fourth quarter of 2012, adjusted net income was $89 million, or $0.63
per diluted share, compared with $73 million,
or $0.47 per diluted share, for the same
period in 2011. The increase in adjusted net income primarily reflects
stronger operating results at the Company's lodging and vacation
ownership businesses. EPS also benefited from the Company's share
repurchase program, which reduced fourth quarter weighted average share
count by 8% compared with the same period in 2011.
Reported net income for the fourth quarter of 2012 was $81 million, or $0.57
per diluted share, compared with net income of $56
million, or $0.37 per diluted
share, for the fourth quarter of 2011. Reported net income included
several items not included in adjusted net income. The net effect of
these items was a reduction to net income of $8
million in the fourth quarter of 2012 and $17
million in the fourth quarter of 2011. Full reconciliations of
adjusted results to GAAP results appear in Table 8 of this press
release.
FULL YEAR 2012 OPERATING RESULTS
Revenues for full year 2012 were $4.5
billion, an increase of 7% over the prior-year period. The
revenue increase resulted from growth in the lodging and vacation
ownership businesses, partially offset by adverse foreign exchange
translation impacts in the vacation exchange and rentals business.
Adjusted net income for the full year 2012 was $469 million, or $3.23
per diluted share, compared with $414 million,
or $2.49 per diluted share, for the
prior year. The increase in adjusted net income primarily reflects
stronger operating results at the Company's lodging and vacation
ownership businesses. EPS also benefited from the Company's share
repurchase program, which reduced weighted average diluted share count
by 13% compared with 2011.
Reported net income for full year 2012 was $400 million, or $2.75
per diluted share, compared with net income of $417
million, or $2.51 per diluted
share, for the prior-year period. Reported net income included several
items not included in adjusted net income. The net effect of these
items reduced full year 2012 net income by $69
million and increased full year 2011 net income by $3 million. Full reconciliations of adjusted
results to GAAP results appear in Table 8 of this press release.
Free cash flow increased to $796
million in the year ended December 31,
2012 compared with $764 million
in 2011, which included a $67 million
benefit from a refund of value added taxes and related interest income.
The growth of free cash flow largely reflects debt refinancing
transactions and lower capital expenditures. The Company defines free
cash flow as net cash provided by operating activities less capital
expenditures. For the year ended December 31,
2012, cash provided by operating activities was $1.0 billion, flat compared with the prior
year.
BUSINESS UNIT RESULTS
Lodging (Wyndham Hotel Group)
Revenues were $223 million
in the fourth quarter of 2012, an increase of 19%, compared with the
fourth quarter of 2011. The increase primarily reflects RevPAR gains,
incremental revenues associated with the Company's owned hotels and
higher intersegment licensing fees for use of the Wyndham brand trade
name.
Adjusted EBITDA was $62 million,
an increase of 51% compared with the fourth quarter of 2011. The
increase largely reflects RevPAR gains, cost savings and higher
intersegment licensing fees.
Domestic RevPAR increased 6% compared with the fourth quarter
of 2011, while system-wide RevPAR increased 4%.
As of December 31, 2012, the
Company's hotel system consisted of over 7,340 properties and 627,400
rooms. The development pipeline included approximately 930 hotels and
110,700 rooms, of which 59% were new construction and 56% were
international.
Vacation Exchange and Rentals (Wyndham Exchange &
Rentals)
Revenues were $293 million
in the fourth quarter of 2012, compared with $291
million in the fourth quarter of 2011. In constant currency and
excluding the impact of acquisitions, revenues were flat.
Exchange revenues were $153 million,
an increase of 2% compared with the fourth quarter of 2011. In constant
currency, exchange revenues were up 1% as a 3% increase in exchange
revenue per member was partially offset by the impact of a 2% decline
in the average number of members. The decline in the average number of
members was due to the non-renewal of an affiliation agreement at the
beginning of 2012.
Vacation rental revenues were $125
million, flat compared with the fourth quarter of 2011,
reflecting a 3% increase in transaction volume offset by a 2% decrease
in the average net price per vacation rental.
Adjusted EBITDA for the fourth quarter of 2012 was $42 million, excluding $14
million of charges and impairments, up 11% compared with the
prior-year period. Excluding the impact of acquisitions and the net
effect of foreign currency, adjusted EBITDA increased by 3% compared
with the prior year period, primarily due to operating efficiencies in
the business.
Vacation Ownership (Wyndham Vacation Ownership)
Revenues were $590 million
in the fourth quarter of 2012, a 12% increase over the fourth quarter
of 2011. Excluding the acquisition of Shell Vacations Club, revenues
increased 6%, primarily reflecting increased VOI sales and higher
resort management fees.
Gross VOI sales were $435 million
in the fourth quarter of 2012, up 6% from the fourth quarter of 2011,
primarily reflecting a 6% increase in tour flow, supported by the Shell
acquisition.
Adjusted EBITDA for the fourth quarter of 2012 was $144 million, excluding $2
million of acquisition related restructuring costs, compared
with EBITDA of $139 million in the
fourth quarter of 2011, a 4% increase. Such increase was primarily due
to the revenue increases and the impact of the Shell acquisition,
partially offset by higher general and administrative costs and
incremental intersegment licensing fees.
Other Items
- During 2013, the Company repurchased an additional 1.1
million shares for $60 million through
February 5. The Company has $447 million
remaining on its current share repurchase authorization.
- Net interest expense in the fourth quarter of 2012 was $33 million, a decrease of $3 million from the fourth quarter of 2011,
primarily due to lower interest rates offsetting higher average
borrowings.
Balance Sheet Information as of December
31, 2012:
- Cash and cash equivalents of $195
million, compared with $142 million
at December 31, 2011
- Vacation ownership contract receivables, net, of $2.9 billion, compared with $2.8 billion at December
31, 2011
- Vacation ownership and other inventory of $1.1 billion, unchanged from December 31, 2011
- Securitized vacation ownership debt of $2.0 billion, compared with $1.9 billion at December
31, 2011
- Long-term debt of $2.6 billion,
compared with $2.2 billion at December 31, 2011. The remaining borrowing
capacity on the revolving credit facility, net of commercial paper
borrowings, was $631 million, compared
with $771 million as of December 31, 2011
A schedule of debt is included in Table 5 of this press
release.
Outlook
Note to Editors: The guidance excludes possible future
share repurchases, while analysts' estimates often include share
repurchases. This results in discrepancies between Company guidance and
database consensus forecasts.
For the full year 2013, the Company raises guidance as
follows:
- Revenues of $4.925 - $5.100 billion,
up from $4.90 – $5.05
billion
- EBITDA of $1.140 - $1.165 billion,
up from $1.125 – $1.150
billion
- EPS of $3.57 - $3.70, up
from $3.50 - $3.60
- Weighted average diluted shares of 140 million, down from
143 million
The guidance reflects assumptions used for internal planning
purposes. Guidance may exclude non-recurring or special items, which
may have a positive or negative impact on reported results. If economic
conditions change materially from current levels, these assumptions and
the Company's guidance may change materially.
Conference Call Information
Wyndham Worldwide Corporation will hold a conference call
with investors to discuss this news on Wednesday,
February 6, 2013 at 8:30 a.m. EST.
Listeners may access the webcast live through the Company's website at www.wyndhamworldwide.com/investors/.
An archive of this webcast will be available at the website for
approximately 90 days beginning at noon EST
on February 6, 2013. The conference call
may also be accessed by dialing (888) 942-9868 and providing the
passcode "WYNDHAM." Listeners are urged to call at least 10 minutes
prior to the scheduled start time. A telephone replay will be available
for approximately 90 days beginning at noon EST
on February 6, 2013, at (888) 473-0137.
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. A complete reconciliation of reported
GAAP results to the comparable non-GAAP information appears in the
financial tables section of the press release. It is not practicable to
provide a reconciliation of forecasted EBITDA and EPS to the most
directly comparable GAAP measure because certain items cannot be
reasonably estimated or predicted at this time. Any such items could be
significant to the Company's reported results.
About Wyndham Worldwide Corporation
One of the world's largest hospitality companies, Wyndham
Worldwide (NYSE: WYN) provides a wide range of hospitality products and
services through its global portfolio of world-renowned brands. The
world's largest hotel company based on the number of properties,
Wyndham Hotel Group is home to many of the world's best-known hotel
brands, with over 7,340 franchised hotels and 627,400 hotel rooms
worldwide. Wyndham Exchange & Rentals is the worldwide leader in
vacation exchange and the world's largest professionally managed
vacation rentals business, providing more than 5 million leisure-bound
families annually with access to over 103,000 vacation properties in
100 countries through its prominent exchange and vacation rental
brands. The industry and timeshare ownership market leader, Wyndham
Vacation Ownership develops, markets, and sells vacation ownership
interests and provides consumer financing to owners through its network
of 190 vacation ownership resorts serving approximately 915,000 owners
throughout the United States, Canada, Mexico,
the Caribbean, and the South Pacific.
Based in Parsippany, NJ, Wyndham
Worldwide employs approximately 32,500 associates globally. 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, conveying management's expectations as to the future
based on plans, estimates and projections at the time the Company makes
the statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors, which may cause the actual
results, performance or achievements of the Company 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, dividends and
related financial and operating measures.
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, as well as those described in the Company's
Quarterly Report on Form 10-Q, filed with the SEC on October 24, 2012. Except for the Company'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.
|
|
|
|
|
|
|
|
|
Table
1
|
|
|
|
|
|
|
|
|
|
(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 interest) and income taxes, each of which is presented on the
Company's Consolidated Statements of Income. The Company believes that
EBITDA is a useful measure of performance for the Company's industry
segments which, when considered with GAAP measures, the Company
believes gives a more complete understanding of its operating
performance. The Company's presentation of EBITDA may not be comparable
to similarly-titled measures used by other companies.
|
|
|
The
following tables summarize net revenues and EBITDA for reportable
segments, as well as reconcile EBITDA to net income attributable to
Wyndham shareholders for the three months ended December 31, 2012 and
2011:
|
|
|
|
Three
Months Ended December 31,
|
|
|
|
2012
|
|
2011
|
|
|
|
Net Revenues
|
|
EBITDA
|
|
Net Revenues
|
|
EBITDA
|
|
Lodging
|
$ 223
|
|
$ 62
|
|
$ 188
|
|
$ (3)
|
(e)
|
Vacation
Exchange and Rentals
|
293
|
|
28
|
(b)
|
291
|
|
38
|
|
Vacation
Ownership
|
590
|
|
142
|
(c)
|
527
|
|
139
|
|
Total
Reportable Segments
|
1,106
|
|
232
|
|
1,006
|
|
174
|
|
Corporate
and Other (a)
|
(12)
|
|
(28)
|
(d)
|
(6)
|
|
(26)
|
|
Total
Company
|
$ 1,094
|
|
$ 204
|
|
$ 1,000
|
|
$ 148
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation
of EBITDA to Net Income Attributable to Wyndham shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
|
$ 204
|
|
|
|
$ 148
|
|
Depreciation
and amortization
|
|
|
49
|
|
|
|
45
|
|
Interest
expense
|
|
|
35
|
|
|
|
37
|
|
Interest
income
|
|
|
(2)
|
|
|
|
(1)
|
|
Income
before income taxes
|
|
|
122
|
|
|
|
67
|
|
Provision
for income taxes
|
|
|
41
|
|
|
|
11
|
|
Net
income attributable to Wyndham shareholders
|
|
|
$ 81
|
|
|
|
$ 56
|
|
|
|
|
|
|
|
|
|
|
|
__________
|
|
|
|
|
|
|
|
|
(a)
|
Includes
the elimination of transactions between segments.
|
(b)
|
Includes
(i) a non-cash impairment charge of $8 million for the write-down of
the ResortQuest and Steamboat Resorts tradenames, (ii) $5 million of
restructuring costs incurred as a result of organizational realignment
initiatives commenced during 2012 and (iii) $1 million of acquisition
costs incurred in connection with the acquisition of Oceana Resorts and
a tuck-in acquisition (December 2012).
|
(c)
|
Includes
$2 million of restructuring costs associated with the Company's
acquisition of Shell Vacations Club (September 2012).
|
(d)
|
Includes
$2 million of a net benefit related to the resolution of and adjustment
to certain contingent liabilities and assets resulting from our
separation from Cendant.
|
(e)
|
Includes
non-cash impairment charges of $44 million primarily related to the
write-down of certain franchise and management agreements and
development advance notes.
|
|
|
|
|
|
|
|
|
The
following tables summarize net revenues and Adjusted EBITDA for
reportable segments for the three months ended December 31, 2012 and
2011 (for a description of adjustments by segment, see Table 7):
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended December 31,
|
|
|
|
2012
|
|
2011
|
|
|
|
|
|
Adjusted
|
|
|
|
Adjusted
|
|
|
|
Net Revenues
|
|
EBITDA
|
|
Net Revenues
|
|
EBITDA
|
|
Lodging
|
$ 223
|
|
$ 62
|
|
$ 188
|
|
$ 41
|
|
Vacation
Exchange and Rentals
|
293
|
|
42
|
|
291
|
|
38
|
|
Vacation
Ownership
|
590
|
|
144
|
|
527
|
|
139
|
|
Total
Reportable Segments
|
1,106
|
|
248
|
|
1,006
|
|
218
|
|
Corporate
and Other
|
(12)
|
|
(30)
|
|
(6)
|
|
(26)
|
|
Total
Company
|
$ 1,094
|
|
$ 218
|
|
$ 1,000
|
|
$ 192
|
|
|
|
|
|
|
|
|
|
|
Table
1
|
|
|
|
|
|
|
|
|
|
(2
of 2)
|
Wyndham
Worldwide Corporation
|
OPERATING
RESULTS OF REPORTABLE SEGMENTS
|
(In
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
following tables summarize net revenues and EBITDA for reportable
segments, as well as reconcile EBITDA to net income attributable to
Wyndham shareholders for the twelve months ended December 31, 2012 and
2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve
Months Ended December 31,
|
|
|
|
2012
|
|
2011
|
|
|
|
Net Revenues
|
|
EBITDA
|
|
Net Revenues
|
|
EBITDA
|
|
Lodging
|
$ 890
|
|
$ 272
|
(b)
|
$ 749
|
|
$ 157
|
(g)
|
Vacation
Exchange and Rentals
|
1,422
|
|
328
|
(c)
|
1,444
|
|
368
|
(h)
|
Vacation
Ownership
|
2,269
|
|
549
|
(d)
|
2,077
|
|
515
|
(i)
|
Total
Reportable Segments
|
4,581
|
|
1,149
|
|
4,270
|
|
1,040
|
|
Corporate
and Other (a)
|
(47)
|
|
(104)
|
(e)
|
(16)
|
|
(84)
|
(e)
|
Total
Company
|
$ 4,534
|
|
$ 1,045
|
|
$ 4,254
|
|
$ 956
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation
of EBITDA to Net Income Attributable to Wyndham shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
|
|
$ 1,045
|
|
|
|
$ 956
|
|
Depreciation
and amortization
|
|
|
185
|
|
|
|
178
|
|
Interest
expense
|
|
|
132
|
|
|
|
140
|
(j)
|
Early
extinguishment of debt
|
|
|
108
|
(f)
|
|
|
12
|
(k)
|
Interest
income
|
|
|
(8)
|
|
|
|
(24)
|
(l)
|
Income
before income taxes
|
|
|
628
|
|
|
|
650
|
|
Provision
for income taxes
|
|
|
229
|
|
|
|
233
|
|
Net
income
|
|
|
399
|
|
|
|
417
|
|
Net
loss attributable to noncontrolling interest
|
|
|
1
|
|
|
|
-
|
|
Net
income attributable to Wyndham shareholders
|
|
|
$ 400
|
|
|
|
$ 417
|
|
|
|
|
|
|
|
|
|
|
|
__________
|
|
|
|
|
|
|
|
|
(a)
|
Includes
the elimination of transactions between segments.
|
(b)
|
Includes
a $1 million benefit from the recovery of a previously recorded
impairment charge.
|
(c)
|
Includes
(i) a non-cash impairment charge of $8 million for the write-down of
the ResortQuest and Steamboat Resorts tradenames, (ii) $5 million of
restructuring costs incurred as a result of organizational realignment
initiatives commenced during 2012, (iii) a $2 million benefit related
to the reversal of an allowance associated with a previously divested
asset and (iv) $1 million of acquisition costs incurred in connection
with the acquisition of Oceana Resorts and a tuck-in acquisition
(December 2012).
|
(d)
|
Includes
(i) $2 million of restructuring costs and (ii) $1 million of
acquisition costs incurred in connection with the Company's acquisition
of Shell Vacations Club during September 2012.
|
(e)
|
Includes
$5 million and $16 million of a net benefit during 2012 and 2011,
respectively, related to the resolution of and adjustment to certain
contingent liabilities and assets resulting from our separation from
Cendant.
|
(f)
|
Represents
costs incurred for the early repurchase of a portion of the Company's
9.875% senior unsecured notes and 6.00% senior unsecured notes.
|
(g)
|
Includes
non-cash impairment charges of (i) $44 million primarily related to the
write-down of certain franchise and management agreements and
development advance notes and (ii) $13 million related to a write-down
of an international joint venture.
|
(h)
|
Includes
(i) a $31 million net benefit resulting from a refund of value added
taxes, (ii) $7 million of restructuring costs incurred in connection
with a strategic initiative commenced by the Company during 2010 and
(iii) a $4 million charge related to the write-off of foreign exchange
translation adjustments associated with the liquidation of a foreign
entity.
|
(i)
|
Includes
a $1 million benefit for the reversal of costs incurred as a result of
various strategic initiatives commenced by the Company during 2008.
|
(j)
|
Includes
$3 million of interest related to value added tax accruals.
|
(k)
|
Represents
costs incurred for the early repurchase of a portion of the Company's
convertible notes.
|
(l)
|
Includes
$16 million of interest income related to a refund value added taxes.
|
|
|
|
|
|
|
|
The
following tables summarize net revenues and Adjusted EBITDA for
reportable segments for the twelve months ended December 31, 2012 and
2011 (for a description of adjustments by segment, see Table 7):
|
|
|
|
Twelve
Months Ended December 31,
|
|
|
|
2012
|
|
2011
|
|
|
|
|
|
Adjusted
|
|
|
|
Adjusted
|
|
|
|
Net Revenues
|
|
EBITDA
|
|
Net Revenues
|
|
EBITDA
|
|
Lodging
|
$ 890
|
|
$ 271
|
|
$ 749
|
|
$ 214
|
|
Vacation
Exchange and Rentals
|
1,422
|
|
340
|
|
1,444
|
|
348
|
|
Vacation
Ownership
|
2,269
|
|
552
|
|
2,077
|
|
514
|
|
Total
Reportable Segments
|
4,581
|
|
1,163
|
|
4,270
|
|
1,076
|
|
Corporate
and Other
|
(47)
|
|
(109)
|
|
(16)
|
|
(100)
|
|
Total
Company
|
$ 4,534
|
|
$ 1,054
|
|
$ 4,254
|
|
$ 976
|
|
|
|
|
|
|
|
|
|
|
Table
2
|
|
Wyndham
Worldwide Corporation
|
|
CONSOLIDATED
STATEMENTS OF INCOME
|
|
(In
millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
Net
revenues
|
|
|
|
|
|
|
|
|
|
|
Service
and membership fees
|
|
$ 446
|
|
$ 434
|
|
$ 2,005
|
|
$ 2,012
|
|
|
Vacation
ownership interest sales
|
|
337
|
|
295
|
|
1,323
|
|
1,150
|
|
|
Franchise
fees
|
|
134
|
|
127
|
|
583
|
|
522
|
|
|
Consumer
financing
|
|
110
|
|
105
|
|
421
|
|
415
|
|
|
Other
|
|
67
|
|
39
|
|
202
|
|
155
|
|
Net
revenues
|
|
1,094
|
|
1,000
|
|
4,534
|
|
4,254
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
454
|
(b)
|
422
|
|
1,842
|
(b)
|
1,781
|
(h)
|
|
Cost
of vacation ownership interests
|
|
46
|
|
37
|
|
161
|
|
152
|
|
|
Consumer
financing interest
|
|
21
|
|
25
|
|
90
|
|
92
|
|
|
Marketing
and reservation
|
|
169
|
|
156
|
|
723
|
|
628
|
|
|
General
and administrative(a)
|
|
185
|
|
170
|
|
666
|
|
593
|
(i)
|
|
Asset
impairments
|
|
8
|
(c)
|
44
|
(e)
|
8
|
(c)
|
57
|
(e)
|
|
Restructuring
|
|
7
|
(d)
|
-
|
|
7
|
(d)
|
6
|
(j)
|
|
Depreciation
and amortization
|
|
49
|
|
45
|
|
185
|
|
178
|
|
Total
expenses
|
|
939
|
|
899
|
|
3,682
|
|
3,487
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
155
|
|
101
|
|
852
|
|
767
|
|
Other
income, net
|
|
-
|
|
(2)
|
|
(8)
|
(f)
|
(11)
|
(k)
|
Interest
expense
|
|
35
|
|
37
|
|
132
|
|
140
|
(l)
|
Early
extinguishment of debt
|
|
-
|
|
-
|
|
108
|
(g)
|
12
|
(m)
|
Interest
income
|
|
(2)
|
|
(1)
|
|
(8)
|
|
(24)
|
(n)
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
122
|
|
67
|
|
628
|
|
650
|
|
Provision
for income taxes
|
|
41
|
|
11
|
|
229
|
|
233
|
(o)
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
81
|
|
56
|
|
399
|
|
417
|
|
Net
loss attributable to noncontrolling interest
|
|
-
|
|
-
|
|
1
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to Wyndham shareholders
|
|
$ 81
|
|
$ 56
|
|
$ 400
|
|
$ 417
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ 0.58
|
|
$ 0.37
|
|
$ 2.80
|
|
$ 2.57
|
|
|
Diluted
|
|
0.57
|
|
0.37
|
|
2.75
|
|
2.51
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
139
|
|
151
|
|
143
|
|
162
|
|
|
Diluted
|
|
141
|
|
154
|
|
145
|
|
166
|
|
__________
|
|
|
|
|
|
|
|
|
|
(a)
|
Includes
$2 million of a net benefit during the three months ended December 31,
2012 and $5 million and $12 million of a net benefit during the twelve
months ended December 31, 2012 and 2011, respectively, related to the
resolution of and adjustment to certain contingent liabilities and
assets resulting from our separation from Cendant.
|
|
(b)
|
Includes
$1 million of costs incurred in connection with the acquisition of
Oceana Resorts and a tuck-in acquisition (December 2012). The twelve
months ended December 31, 2012 also includes $1 million of costs
incurred in connection with the acquisition of Shell Vacations Club
(September 2012).
|
|
(c)
|
Relates
to a non-cash impairment charge for the write-down of the ResortQuest
and Steamboat Resorts tradenames.
|
|
(d)
|
Relates
to costs incurred as a result of organizational realignment initiatives
commenced during 2012 and restructuring associated with the Shell
acquisition.
|
|
(e)
|
Includes
non-cash impairment charges of (i) $44 million primarily related to the
write-down of certain franchise and management agreements and
development advance notes and (ii) $13 million related to a write-down
of an international joint venture.
|
|
(f)
|
Includes
(i) a $2 million benefit related to the reversal of an allowance
associated with a previously divested asset and (ii) a $1 million
benefit from the recovery of a previously recorded impairment charge.
|
|
(g)
|
Represents
costs incurred for the early repurchase of a portion of the Company's
9.875% senior unsecured notes and 6.00% senior unsecured notes.
|
|
(h)
|
Includes
a $4 million charge related to the write-off of foreign exchange
translation adjustments associated with the liquidation of a foreign
entity.
|
|
(i)
|
Includes
a $31 million net benefit resulting from a refund of value added taxes.
|
|
(j)
|
Includes
(i) $7 million of costs incurred as a result of a strategic initiative
commenced by the Company during 2010 and (ii) a $1 million benefit for
the reversal of costs incurred as a result of various strategic
initiatives commenced by the Company during 2008.
|
|
(k)
|
Includes
$4 million of a gain related to the redemption of a preferred stock
investment allocated to the Company in connection with our separation
from Cendant.
|
|
(l)
|
Includes
$3 million of interest related to value added tax accruals.
|
|
(m)
|
Represents
costs incurred for the early repurchase of a portion of the Company's
convertible notes.
|
|
(n)
|
Includes
$16 million of interest income related to the refund of value added
taxes.
|
|
(o)
|
Includes
a benefit of $13 million related to the reversal of a tax valuation
allowance.
|
|
|
|
|
|
|
|
|
|
|
|
Table
3
|
|
|
|
|
|
|
|
|
|
|
(1
of 3)
|
Wyndham
Worldwide Corporation
|
OPERATING
STATISTICS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
Q1
|
Q2
|
Q3
|
Q4
|
Full
Year
|
Lodging
(a)
|
|
|
|
|
|
|
|
Number
of Rooms
|
2012
|
609,300
|
608,300
|
618,100
|
627,400
|
N/A
|
|
|
|
|
|
2011
|
609,600
|
612,900
|
611,200
|
613,100
|
N/A
|
|
|
|
|
|
2010
|
593,300
|
606,800
|
605,700
|
612,700
|
N/A
|
|
|
|
|
|
2009
|
588,500
|
590,200
|
590,900
|
597,700
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
RevPAR
|
2012
|
$ 29.73
|
$ 37.23
|
$ 40.39
|
$ 31.86
|
$ 34.80
|
|
|
|
|
|
2011
|
$ 27.71
|
$ 35.38
|
$ 39.49
|
$ 30.65
|
$ 33.34
|
|
|
|
|
|
2010
|
$ 25.81
|
$ 32.25
|
$ 37.14
|
$ 29.18
|
$ 31.14
|
|
|
|
|
|
2009
|
$ 27.69
|
$ 32.38
|
$ 34.81
|
$ 26.47
|
$ 30.34
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
Exchange and Rentals
|
|
|
|
|
|
|
|
Average
Number of Members (in 000s)
|
2012
|
3,684
|
3,670
|
3,672
|
3,670
|
3,674
|
|
|
|
|
|
2011
|
3,766
|
3,755
|
3,744
|
3,734
|
3,750
|
|
|
|
|
|
2010
|
3,746
|
3,741
|
3,766
|
3,759
|
3,753
|
|
|
|
|
|
2009
|
3,789
|
3,795
|
3,781
|
3,765
|
3,782
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
Revenue Per Member
|
2012
|
$
204.56
|
$
177.07
|
$
171.14
|
$
165.86
|
$
179.68
|
|
|
|
|
|
2011
|
$
205.64
|
$
178.46
|
$
172.38
|
$
161.68
|
$
179.59
|
|
|
|
|
|
2010
|
$
201.93
|
$
172.20
|
$
173.44
|
$
162.59
|
$
177.53
|
|
|
|
|
|
2009
|
$
194.83
|
$
174.22
|
$
173.90
|
$
163.89
|
$
176.73
|
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
Rental Transactions (in 000s) (b)
|
2012
|
418
|
325
|
390
|
259
|
1,392
|
|
|
|
|
|
2011
|
398
|
328
|
370
|
250
|
1,347
|
|
|
|
|
|
2010
|
291
|
297
|
322
|
253
|
1,163
|
|
|
|
|
|
2009
|
273
|
231
|
264
|
196
|
964
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
Net Price Per Vacation Rental(b)
|
2012
|
$
379.40
|
$
524.40
|
$
635.44
|
$
484.69
|
$
504.55
|
|
|
|
|
|
2011
|
$
377.71
|
$
549.09
|
$
701.81
|
$
497.04
|
$
530.78
|
|
|
|
|
|
2010
|
$
361.17
|
$
387.01
|
$
500.31
|
$
449.12
|
$
425.38
|
|
|
|
|
|
2009
|
$
353.15
|
$
471.74
|
$
594.34
|
$
499.66
|
$
477.38
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
Ownership (c)
|
|
|
|
|
|
|
|
Gross
Vacation Ownership Interest (VOI) Sales (in 000s) (d)
|
2012
|
$
384,000
|
$
460,000
|
$
502,000
|
$
435,000
|
$
1,781,000
|
|
|
|
|
|
2011
|
$
319,000
|
$
412,000
|
$
455,000
|
$
409,000
|
$
1,595,000
|
|
|
|
|
|
2010
|
$
308,000
|
$
371,000
|
$
412,000
|
$
373,000
|
$
1,464,000
|
|
|
|
|
|
2009
|
$
280,000
|
$
327,000
|
$
366,000
|
$
343,000
|
$
1,315,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Tours (e)
|
2012
|
148,000
|
186,000
|
207,000
|
183,000
|
724,000
|
|
|
|
|
|
2011
|
137,000
|
177,000
|
197,000
|
173,000
|
685,000
|
|
|
|
|
|
2010
|
123,000
|
163,000
|
187,000
|
160,000
|
634,000
|
|
|
|
|
|
2009
|
137,000
|
164,000
|
173,000
|
142,000
|
617,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Volume
Per Guest (VPG) (e)
|
2012
|
$ 2,414
|
$ 2,361
|
$ 2,315
|
$ 2,225
|
$ 2,324
|
|
|
|
|
|
2011
|
$ 2,192
|
$ 2,227
|
$ 2,197
|
$ 2,296
|
$ 2,229
|
|
|
|
|
|
2010
|
$ 2,334
|
$ 2,156
|
$ 2,081
|
$ 2,214
|
$ 2,183
|
|
|
|
|
|
2009
|
$ 1,866
|
$ 1,854
|
$ 1,944
|
$ 2,210
|
$ 1,964
|
|
|
|
|
|
|
|
|
|
|
|
Note:
Full year amounts may not add across due to rounding.
|
|
|
|
|
|
|
|
(a)
|
Includes
the impact of the acquisition of the Tryp hotel brand (June 2010) from
the acquisition date forward. Therefore, the operating statistics are
not presented on a comparable basis.
|
|
|
|
(b)
|
Includes
the impact of the acquisitions of Hoseasons (March 2010), ResortQuest
(September 2010), James Villa Holidays (November 2010), two tuck-in
acquisitions (third quarter 2011) and Smoky Mountain Property
Management Group (August 2012) from the acquisition dates forward.
Therefore, the operating statistics are not presented on a comparable
basis.
|
|
|
(c)
|
Includes
the impact of the acquisition of Shell Vacations Club (September 2012)
from the acquisition date forward. Therefore, the operating statistics
are not presented on a comparable basis.
|
(d)
|
Includes
gross VOI sales under the Company's Wyndham Asset Affiliate Model
(WAAM) 1.0 beginning in the first quarter of 2010 and WAAM 2.0
beginning in the second quarter of 2012 (see Table 9 for a
reconciliation of gross VOI sales to vacation ownership interest sales).
|
|
(e)
|
Includes
the impact of WAAM 1.0 related tours beginning in the first quarter of
2010 and WAAM 2.0 related tours beginning in the second quarter of 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
3
|
|
|
|
|
|
|
|
|
|
|
(2
of 3)
|
|
|
|
|
|
|
|
|
|
|
|
Wyndham
Worldwide Corporation
|
ADDITIONAL
DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
Q1
|
Q2
|
Q3
|
Q4
|
Full
Year
|
Lodging
(a)
|
|
|
|
|
|
|
|
Number
of Properties
|
2012
|
7,150
|
7,170
|
7,260
|
7,340
|
N/A
|
|
|
|
|
|
2011
|
7,190
|
7,220
|
7,190
|
7,210
|
N/A
|
|
|
|
|
|
2010
|
7,090
|
7,160
|
7,150
|
7,210
|
N/A
|
|
|
|
|
|
2009
|
6,990
|
7,020
|
7,040
|
7,110
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
Ownership
|
|
|
|
|
|
|
|
Provision
for Loan Losses (in 000s) (b)
|
2012
|
$
96,000
|
$
100,000
|
$
124,000
|
$
89,000
|
$
409,000
|
|
|
|
|
|
2011
|
$
79,000
|
$
80,000
|
$
96,000
|
$
83,000
|
$
339,000
|
|
|
|
|
|
2010
|
$
86,000
|
$
87,000
|
$
85,000
|
$
82,000
|
$
340,000
|
|
|
|
|
|
2009
|
$
107,000
|
$
122,000
|
$
117,000
|
$
103,000
|
$
449,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
under WAAM 1.0 (in 000s) (c)
|
2012
|
$
17,000
|
$
18,000
|
$ 5,000
|
$
10,000
|
$
49,000
|
|
|
|
|
|
2011
|
$
18,000
|
$
19,000
|
$
38,000
|
$
31,000
|
$
106,000
|
|
|
|
|
|
2010
|
$ 5,000
|
$
13,000
|
$
20,000
|
$
14,000
|
$
51,000
|
|
|
|
|
|
|
|
|
|
|
|
|
WAAM
1.0 Commission Revenues (in 000s)
|
2012
|
$
12,000
|
$
11,000
|
$ 4,000
|
$ 6,000
|
$
33,000
|
|
|
|
|
|
2011
|
$
10,000
|
$
11,000
|
$
23,000
|
$
21,000
|
$
65,000
|
|
|
|
|
|
2010
|
$ 3,000
|
$ 8,000
|
$
12,000
|
$ 9,000
|
$
31,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
under WAAM 2.0 (in 000s) (d)
|
2012
|
$ -
|
$
12,000
|
$
57,000
|
$
30,000
|
$
99,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
Full year amounts may not add across due to rounding.
|
|
|
|
|
|
|
|
(a)
|
Includes
the impact of the acquisition of Tryp hotel brand (June 2010) from the
acquisition date forward. Therefore, the operating statistics are not
presented on a comparable basis.
|
(b)
|
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.
|
|
(c)
|
Represents
gross VOI sales under the Company's WAAM 1.0 for which the Company
earns commission revenue (WAAM 1.0 Commission Revenues). The commission
revenue earned on these sales is included in service fees and
membership revenues on the Consolidated Statements of Income. The
Company implemented this sales model during the first quarter of 2010
and, as such, there is no historical data prior to 2010.
|
|
(d)
|
Represents
gross VOI sales under the Company's WAAM 2.0 which enables the Company
to acquire and own completed timeshare units close to the timing of the
sales of such units. This significantly reduces the period between the
deployment of capital to acquire inventory and the subsequent return on
investment which occurs at the time of its sale to a timeshare
purchaser. The Company implemented this sales model during the second
quarter of 2012 and as such, there is no historical data prior to 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
3
|
|
|
|
|
|
|
|
|
|
|
(3
of 3)
|
|
|
|
|
|
|
|
|
|
|
|
Wyndham
Worldwide Corporation
|
OPERATING
STATISTICS
|
|
GLOSSARY
OF TERMS
|
|
|
|
|
|
|
|
|
|
|
|
Lodging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of Rooms: Represents the number of rooms at lodging properties at
the end of the period which are either (i) under franchise and/or
management agreements, or company owned, (ii) properties under
affiliation agreements for which we receive a fee for reservation
and/or other services provided or (iii) properties managed under a
joint venture.
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
Exchange and Rentals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
Number of Members: Represents members in our vacation exchange
programs who paid annual membership dues as of the end of the period or
within the allowed grace period. For additional fees, such participants
are entitled to exchange intervals for intervals at other properties
affiliated with our 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 us. 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 Wyndham Asset Affiliation Model
sales, before the net effect of percentage-of-completion accounting and
loan loss provisions. See Table 9 for a reconciliation of Gross VOI
sales to Vacation Ownership Interest Sales. We believe that Gross VOI
sales provides 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.
|
|
Tours:
Represents the number of tours taken by guests in our efforts to sell
vacation ownership interests.
|
|
|
|
|
|
|
|
|
|
|
|
Volume
per Guest (VPG): Represents gross VOI sales (excluding tele-sales
upgrades, which are non-tour upgrade sales) divided by the number of
tours. We have 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
2009-2012. We believe that VPG provides an enhanced understanding of
the performance of our vacation ownership business because it directly
measures the efficiency of this business' tour selling efforts during a
given reporting period.
|
|
|
|
|
|
|
|
|
|
|
|
General
|
|
Constant
Currency: Represents a comparison eliminating the effects of
foreign exchange rate fluctuations between periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wyndham
Worldwide Corporation
|
REVENUE
DETAIL BY REPORTABLE SEGMENT
|
(In
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
|
|
|
Q1
|
Q2
|
Q3
|
Q4
|
Year
|
|
Q1
|
Q2
|
Q3
|
Q4
|
Year
|
Lodging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalties
and Franchise Fees
|
|
$ 62
|
$ 80
|
$ 88
|
$ 71
|
$ 301
|
|
$ 58
|
$ 75
|
$ 85
|
$ 66
|
$ 284
|
|
Marketing,
Reservation and Wyndham Rewards Revenues (a)
|
68
|
99
|
98
|
80
|
345
|
|
54
|
75
|
94
|
76
|
299
|
|
Hotel
Management Reimbursable Revenues (b)
|
21
|
22
|
25
|
23
|
91
|
|
19
|
19
|
21
|
20
|
79
|
|
Inter-segment
Trademark Fees (c)
|
|
8
|
9
|
9
|
8
|
34
|
|
1
|
2
|
3
|
4
|
10
|
|
Owned
Hotel Revenues
|
|
8
|
8
|
7
|
18
|
41
|
|
-
|
-
|
-
|
5
|
5
|
|
Ancillary
Revenues (d)
|
|
18
|
15
|
22
|
23
|
78
|
|
17
|
19
|
19
|
17
|
72
|
|
Total
Lodging
|
|
185
|
233
|
249
|
223
|
890
|
|
149
|
190
|
222
|
188
|
749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
Exchange and Rentals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
Revenues
|
|
188
|
162
|
157
|
153
|
660
|
|
194
|
168
|
161
|
150
|
673
|
|
Rental
Revenues
|
|
159
|
170
|
248
|
125
|
702
|
|
150
|
180
|
260
|
125
|
715
|
|
Ancillary
Revenues (e)
|
|
14
|
16
|
15
|
15
|
60
|
|
12
|
13
|
15
|
16
|
56
|
|
Total
Vacation Exchange and Rentals
|
361
|
348
|
420
|
293
|
1,422
|
|
356
|
361
|
436
|
291
|
1,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
Ownership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
Ownership Interest Sales
|
271
|
342
|
373
|
337
|
1,323
|
|
222
|
313
|
320
|
295
|
1,150
|
|
Consumer
Financing
|
|
103
|
102
|
106
|
110
|
421
|
|
102
|
103
|
105
|
105
|
415
|
|
Property
Management Fees
|
|
110
|
108
|
117
|
125
|
460
|
|
110
|
108
|
105
|
101
|
424
|
|
WAAM
1.0 Commissions
|
|
12
|
11
|
4
|
6
|
33
|
|
10
|
11
|
23
|
21
|
65
|
|
Ancillary
Revenues (f)
|
|
5
|
7
|
8
|
12
|
32
|
|
6
|
6
|
6
|
5
|
23
|
|
Total
Vacation Ownership
|
|
501
|
570
|
608
|
590
|
2,269
|
|
450
|
541
|
559
|
527
|
2,077
|
Total
Reportable Segments
|
|
$
1,047
|
$
1,151
|
$
1,277
|
$
1,106
|
$
4,581
|
|
$
955
|
$
1,092
|
$
1,217
|
$
1,006
|
$
4,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
2009
|
|
|
|
Q1
|
Q2
|
Q3
|
Q4
|
Year
|
|
Q1
|
Q2
|
Q3
|
Q4
|
Year
|
Lodging
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Royalties
and Franchise Fees
|
|
$ 52
|
$ 69
|
$ 82
|
$ 62
|
$ 265
|
|
$ 57
|
$ 68
|
$ 72
|
$ 57
|
$ 254
|
|
Marketing,
Reservation and Wyndham Rewards Revenues (a)
|
50
|
65
|
76
|
60
|
251
|
|
54
|
66
|
73
|
53
|
246
|
|
Hotel
Management Reimbursable Revenues (b)
|
21
|
20
|
18
|
18
|
77
|
|
22
|
23
|
21
|
19
|
85
|
|
Ancillary
Revenues (d)
|
|
21
|
24
|
27
|
23
|
95
|
|
21
|
17
|
17
|
20
|
75
|
|
Total
Lodging
|
|
144
|
178
|
203
|
163
|
688
|
|
154
|
174
|
183
|
149
|
660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
Exchange and Rentals
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange
Revenues
|
|
189
|
161
|
163
|
153
|
666
|
|
185
|
165
|
164
|
154
|
668
|
|
Rental
Revenues
|
|
105
|
115
|
161
|
114
|
495
|
|
96
|
109
|
157
|
98
|
460
|
|
Ancillary
Revenues (e)
|
|
6
|
5
|
6
|
15
|
32
|
|
6
|
6
|
6
|
6
|
24
|
|
Total
Vacation Exchange and Rentals
|
300
|
281
|
330
|
282
|
1,193
|
|
287
|
280
|
327
|
258
|
1,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
Ownership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vacation
Ownership Interest Sales
|
217
|
271
|
308
|
276
|
1,072
|
|
239
|
242
|
285
|
287
|
1,053
|
|
Consumer
Financing
|
|
105
|
106
|
107
|
107
|
425
|
|
109
|
109
|
108
|
109
|
435
|
|
Property
Management Fees
|
|
100
|
100
|
104
|
101
|
405
|
|
91
|
94
|
96
|
95
|
376
|
|
WAAM
1.0 Commissions (g)
|
|
3
|
8
|
12
|
8
|
31
|
|
-
|
-
|
-
|
-
|
-
|
|
Ancillary
Revenues (f)
|
|
19
|
20
|
2
|
5
|
46
|
|
23
|
22
|
19
|
17
|
81
|
|
Total
Vacation Ownership
|
|
444
|
505
|
533
|
497
|
1,979
|
|
462
|
467
|
508
|
508
|
1,945
|
Total
Reportable Segments
|
|
$
888
|
$
964
|
$
1,066
|
$
942
|
$
3,860
|
|
$
903
|
$
921
|
$
1,018
|
$
915
|
$
3,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Marketing
and reservation revenues represent fees we receive 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 we receive relating
to our loyalty program.
|
(b)
|
Primarily
represents payroll costs in our hotel management business that we pay
on behalf of property owners and for which we are reimbursed by the
property owners.
|
(c)
|
During
2011, $3 million, $1 million and $2 million of inter-segment trademark
fees were recorded as a reduction of expenses in Q1, Q2 and Q3,
respectively. As such, total inter-segment trademark fees for 2011 were
$16 million.
|
(d)
|
Primarily
includes additional services provided to franchisees.
|
(e)
|
Primarily
includes fees generated from programs with affiliated resorts and
homeowners.
|
(f)
|
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.
|
(g)
|
The
Company implemented the WAAM 1.0 sales model during the first quarter
of 2010 and, as such, there is no historical data for 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
5
|
Wyndham
Worldwide Corporation
|
SCHEDULE
OF DEBT
|
(In
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December
31,
2012
|
|
September
30,
2012
|
|
June
30,
2012
|
|
March
31,
2012
|
|
December
31,
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securitized
vacation ownership debt (a)
|
|
|
|
|
|
|
|
|
|
|
Term
notes
|
|
$ 1,770
|
|
$ 1,702
|
|
$ 1,634
|
|
$ 1,896
|
|
$ 1,625
|
Bank
conduit facility (b)
|
|
190
|
|
220
|
|
220
|
|
104
|
|
237
|
Securitized
vacation ownership debt (c)
|
|
1,960
|
|
1,922
|
|
1,854
|
|
2,000
|
|
1,862
|
Less:
Current portion of securitized vacation ownership debt
|
|
218
|
|
206
|
|
191
|
|
206
|
|
196
|
Long-term
securitized vacation ownership debt
|
|
$ 1,742
|
|
$ 1,716
|
|
$ 1,663
|
|
$ 1,794
|
|
$ 1,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt:
|
|
|
|
|
|
|
|
|
|
|
Revolving
credit facility (due July 2016) (d)
|
|
$ 85
|
|
$ 270
|
|
$ 81
|
|
$ 47
|
|
$ 218
|
Commercial
paper(e)
|
|
|
|
|
273
|
|
-
|
|
-
|
|
-
|
|
-
|
3.50%
convertible notes (due May 2012) (f)
|
|
-
|
|
-
|
|
-
|
|
44
|
|
36
|
9.875%
senior unsecured notes (due May 2014)
|
|
42
|
|
42
|
|
42
|
|
42
|
|
243
|
6.00%
senior unsecured notes (due December 2016)
|
|
361
|
|
361
|
|
362
|
|
362
|
|
811
|
2.95%
senior unsecured notes (due March 2017)
|
|
298
|
|
298
|
|
298
|
|
298
|
|
-
|
5.75%
senior unsecured notes (due February 2018)
|
|
248
|
|
248
|
|
248
|
|
247
|
|
247
|
7.375%
senior unsecured notes (due March 2020)
|
|
248
|
|
248
|
|
248
|
|
248
|
|
247
|
5.625%
senior unsecured notes (due March 2021)
|
|
246
|
|
246
|
|
245
|
|
245
|
|
245
|
4.25%
senior unsecured notes (due March 2022)
|
|
644
|
|
644
|
|
644
|
|
643
|
|
-
|
Vacation
rentals capital leases
|
|
105
|
|
104
|
|
95
|
|
103
|
|
102
|
Other
|
|
52
|
|
68
|
|
3
|
|
1
|
|
4
|
Total
debt
|
|
2,602
|
|
2,529
|
|
2,266
|
|
2,280
|
|
2,153
|
Less:
Current portion of debt
|
|
326
|
|
64
|
|
11
|
|
54
|
|
46
|
Long-term
debt
|
|
$ 2,276
|
|
$ 2,465
|
|
$ 2,255
|
|
$ 2,226
|
|
$ 2,107
|
__________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
The
Company's vacation ownership contract receivables are securitized
through bankruptcy-remote special purpose entities ("SPE") 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 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 2014 and borrowing capacity of $650 million. As of
December 31, 2012, this facility had remaining borrowing capacity of
$460 million.
|
(c)
|
This
debt is collateralized by $2,543 million, $2,517 million, $2,490
million, $2,622 million and $2,638 million of underlying vacation
ownership contract receivables and related assets as of December 31,
2012, September 30, 2012, June 30, 2012, March 31, 2012 and December
31, 2011, respectively.
|
(d)
|
Represents
a $1.0 billion revolving credit facility that expires on July 15, 2016.
As of December 31, 2012, the Company had $11 million of outstanding
letters of credit and a remaining borrowing capacity of $904 million.
After considering outstanding commercial paper borrowings of $273
million, the remaining borrowing capacity was $631 million as of
December 31, 2012.
|
(e)
|
Represents
a $500 million commercial paper program which the Company commenced in
October 2012. As of December 31, 2012, the program had a remaining
borrowing capacity of $227 million.
|
(f)
|
Represents
convertible notes issued by the Company during May 2009 and repaid by
the Company during May 2012.
|
|
|
|
|
|
|
Table
6
|
|
|
|
|
|
|
(1
of 2)
|
Wyndham
Worldwide Corporation
|
BRAND
SYSTEM DETAILS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of and For the Three Months Ended December 31, 2012
|
Brand
|
Number
of Properties
|
Number
of Rooms
|
Average
Occupancy
Rate
|
Average
Daily
Rate
(ADR)
|
Average
Revenue
Per
Available
Room
(RevPAR)
|
|
|
|
|
|
|
|
Lodging
|
|
|
|
|
|
Wyndham
Hotels and Resorts
|
112
|
27,651
|
55.2%
|
$110.77
|
$61.16
|
|
|
|
|
|
|
|
TRYP
by Wyndham
|
91
|
13,112
|
56.8%
|
$96.64
|
$54.85
|
|
|
|
|
|
|
|
Wingate
by Wyndham
|
160
|
14,681
|
55.2%
|
$82.73
|
$45.65
|
|
|
|
|
|
|
|
Hawthorn
Suites by Wyndham
|
94
|
9,317
|
57.7%
|
$68.86
|
$39.75
|
|
|
|
|
|
|
|
Ramada
|
850
|
115,811
|
50.3%
|
$79.76
|
$40.13
|
|
|
|
|
|
|
|
Baymont
|
317
|
26,109
|
45.5%
|
$61.27
|
$27.87
|
|
|
|
|
|
|
|
Days
Inn
|
1,826
|
147,808
|
43.4%
|
$61.29
|
$26.59
|
|
|
|
|
|
|
|
Super
8
|
2,314
|
147,512
|
51.5%
|
$50.72
|
$26.14
|
|
|
|
|
|
|
|
Howard
Johnson
|
455
|
46,203
|
44.6%
|
$62.03
|
$27.65
|
|
|
|
|
|
|
|
Travelodge
|
445
|
33,213
|
43.2%
|
$63.06
|
$27.26
|
|
|
|
|
|
|
|
Microtel
Inns & Suites by Wyndham
|
308
|
21,938
|
51.3%
|
$61.73
|
$31.68
|
|
|
|
|
|
|
|
Knights
Inn
|
363
|
22,670
|
40.3%
|
$41.72
|
$16.80
|
|
|
|
|
|
|
|
Dream
|
5
|
990
|
69.2%
|
$242.53
|
$167.79
|
|
|
|
|
|
|
|
Night
|
2
|
422
|
45.9%
|
$119.65
|
$54.93
|
|
|
|
|
|
|
|
|
Total
Lodging
|
7,342
|
627,437
|
48.2%
|
$66.05
|
$31.86
|
|
|
|
|
|
|
|
Vacation
Ownership
|
|
|
|
|
|
Wyndham
Vacation Ownership resorts
|
190
|
23,441
|
N/A
|
N/A
|
N/A
|
|
|
|
|
|
|
|
|
Total
Wyndham Worldwide
|
7,532
|
650,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of and For the Three Months Ended December 31, 2011
|
Brand
|
Number
of Properties
|
Number
of Rooms
|
Average
Occupancy
Rate
|
Average
Daily
Rate
(ADR)
|
Average
Revenue
Per
Available
Room
(RevPAR)
|
|
|
|
|
|
|
|
Lodging
|
|
|
|
|
|
Wyndham
Hotels and Resorts
|
100
|
26,180
|
55.2%
|
$109.87
|
$60.66
|
|
|
|
|
|
|
|
TRYP
by Wyndham
|
91
|
13,076
|
59.8%
|
$97.58
|
$58.33
|
|
|
|
|
|
|
|
Wingate
by Wyndham
|
162
|
14,836
|
55.3%
|
$78.47
|
$43.42
|
|
|
|
|
|
|
|
Hawthorn
Suites by Wyndham
|
74
|
7,036
|
56.3%
|
$72.93
|
$41.09
|
|
|
|
|
|
|
|
Ramada
|
845
|
114,306
|
49.4%
|
$77.79
|
$38.41
|
|
|
|
|
|
|
|
Baymont
|
259
|
21,605
|
42.9%
|
$60.63
|
$25.99
|
|
|
|
|
|
|
|
Days
Inn
|
1,864
|
150,436
|
42.8%
|
$59.07
|
$25.31
|
|
|
|
|
|
|
|
Super
8
|
2,249
|
142,254
|
49.2%
|
$51.24
|
$25.19
|
|
|
|
|
|
|
|
Howard
Johnson
|
451
|
45,115
|
43.9%
|
$59.39
|
$26.08
|
|
|
|
|
|
|
|
Travelodge
|
440
|
33,081
|
42.2%
|
$61.45
|
$25.95
|
|
|
|
|
|
|
|
Microtel
Inns & Suites by Wyndham
|
315
|
22,441
|
49.0%
|
$58.62
|
$28.75
|
|
|
|
|
|
|
|
Knights
Inn
|
349
|
21,698
|
37.8%
|
$40.37
|
$15.25
|
|
|
|
|
|
|
|
Dream
|
5
|
990
|
75.8%
|
$242.68
|
$183.83
|
|
|
|
|
|
|
|
Night
|
1
|
72
|
94.5%
|
$261.24
|
$247.00
|
|
|
|
|
|
|
|
|
Total
Lodging
|
7,205
|
613,126
|
47.0%
|
$65.18
|
$30.65
|
|
|
|
|
|
|
|
Vacation
Ownership
|
|
|
|
|
|
Wyndham
Vacation Ownership resorts
|
162
|
20,803
|
N/A
|
N/A
|
N/A
|
|
|
|
|
|
|
|
|
Total
Wyndham Worldwide
|
7,367
|
633,929
|
|
|
|
_______________
|
|
|
|
|
|
NOTE:
A glossary of terms is included in Table 3 (3 of 3); 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 Year Ended December 31, 2012
|
Brand
|
Number
of Properties
|
Number
of Rooms
|
Average
Occupancy
Rate
|
Average
Daily
Rate
(ADR)
|
Average
Revenue
Per
Available
Room
(RevPAR)
|
|
|
|
|
|
|
|
Lodging
|
|
|
|
|
|
Wyndham
Hotels and Resorts
|
112
|
27,651
|
58.9%
|
$110.28
|
$64.97
|
|
|
|
|
|
|
|
TRYP
by Wyndham
|
91
|
13,112
|
60.7%
|
$97.49
|
$59.17
|
|
|
|
|
|
|
|
Wingate
by Wyndham
|
160
|
14,681
|
61.0%
|
$83.43
|
$50.88
|
|
|
|
|
|
|
|
Hawthorn
Suites by Wyndham
|
94
|
9,317
|
61.9%
|
$72.89
|
$45.13
|
|
|
|
|
|
|
|
Ramada
|
850
|
115,811
|
52.6%
|
$78.86
|
$41.50
|
|
|
|
|
|
|
|
Baymont
|
317
|
26,109
|
50.5%
|
$63.25
|
$31.96
|
|
|
|
|
|
|
|
Days
Inn
|
1,826
|
147,808
|
48.1%
|
$63.05
|
$30.34
|
|
|
|
|
|
|
|
Super
8
|
2,314
|
147,512
|
54.8%
|
$53.00
|
$29.06
|
|
|
|
|
|
|
|
Howard
Johnson
|
455
|
46,203
|
47.6%
|
$62.47
|
$29.76
|
|
|
|
|
|
|
|
Travelodge
|
445
|
33,213
|
48.2%
|
$66.40
|
$32.02
|
|
|
|
|
|
|
|
Microtel
Inns & Suites by Wyndham
|
308
|
21,938
|
54.9%
|
$62.20
|
$34.14
|
|
|
|
|
|
|
|
Knights
Inn
|
363
|
22,670
|
41.3%
|
$43.08
|
$17.78
|
|
|
|
|
|
|
|
Dream
|
5
|
990
|
72.1%
|
$216.87
|
$156.44
|
|
|
|
|
|
|
|
Night
|
2
|
422
|
57.8%
|
$159.04
|
$91.90
|
|
|
|
|
|
|
|
|
Total
Lodging
|
7,342
|
627,437
|
51.8%
|
$67.13
|
$34.80
|
|
|
|
|
|
|
|
Vacation
Ownership
|
|
|
|
|
|
Wyndham
Vacation Ownership resorts
|
190
|
23,441
|
N/A
|
N/A
|
N/A
|
|
|
|
|
|
|
|
|
Total
Wyndham Worldwide
|
7,532
|
650,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of and For the Year Ended December 31, 2011
|
Brand
|
Number
of Properties
|
Number
of Rooms
|
Average
Occupancy
Rate
|
Average
Daily
Rate
(ADR)
|
Average
Revenue
Per
Available
Room
(RevPAR)
|
|
|
|
|
|
|
|
Lodging
|
|
|
|
|
|
Wyndham
Hotels and Resorts
|
100
|
26,180
|
58.4%
|
$108.27
|
$63.22
|
|
|
|
|
|
|
|
TRYP
by Wyndham
|
91
|
13,076
|
60.5%
|
$103.27
|
$62.48
|
|
|
|
|
|
|
|
Wingate
by Wyndham
|
162
|
14,836
|
59.7%
|
$80.61
|
$48.11
|
|
|
|
|
|
|
|
Hawthorn
Suites by Wyndham
|
74
|
7,036
|
61.1%
|
$74.76
|
$45.69
|
|
|
|
|
|
|
|
Ramada
|
845
|
114,306
|
51.4%
|
$76.40
|
$39.29
|
|
|
|
|
|
|
|
Baymont
|
259
|
21,605
|
47.5%
|
$62.00
|
$29.43
|
|
|
|
|
|
|
|
Days
Inn
|
1,864
|
150,436
|
47.0%
|
$61.42
|
$28.88
|
|
|
|
|
|
|
|
Super
8
|
2,249
|
142,254
|
52.1%
|
$54.32
|
$28.29
|
|
|
|
|
|
|
|
Howard
Johnson
|
451
|
45,115
|
46.7%
|
$60.72
|
$28.33
|
|
|
|
|
|
|
|
Travelodge
|
440
|
33,081
|
46.7%
|
$65.12
|
$30.41
|
|
|
|
|
|
|
|
Microtel
Inns & Suites by Wyndham
|
315
|
22,441
|
52.7%
|
$59.07
|
$31.11
|
|
|
|
|
|
|
|
Knights
Inn
|
349
|
21,698
|
38.7%
|
$42.32
|
$16.39
|
|
|
|
|
|
|
|
Dream
|
5
|
990
|
75.6%
|
$198.31
|
$149.88
|
|
|
|
|
|
|
|
Night
|
1
|
72
|
94.0%
|
$241.42
|
$227.05
|
|
|
|
|
|
|
|
|
Total
Lodging
|
7,205
|
613,126
|
50.2%
|
$66.46
|
$33.34
|
|
|
|
|
|
|
|
Vacation
Ownership
|
|
|
|
|
|
Wyndham
Vacation Ownership resorts
|
162
|
20,803
|
N/A
|
N/A
|
N/A
|
|
|
|
|
|
|
|
|
Total
Wyndham Worldwide
|
7,367
|
633,929
|
|
|
|
_______________
|
|
|
|
|
|
NOTE:
A glossary of terms is included in Table 3 (3 of 3); 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
|
(In
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported
|
Legacy
|
Impairment
|
Allowance
|
Acquisition
|
Asset
|
Restructuring
|
Adjusted
|
Three
months ended March 31, 2012
|
|
Net
Revenues
|
|
EBITDA
|
Adjustments
(b)
|
Recovery
(c)
|
Reversal
(d)
|
Costs
(e)
|
Impairment
(f)
|
Costs
(g)
|
EBITDA
|
Lodging
|
|
$ 185
|
|
$ 49
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ 49
|
Vacation
Exchange and Rentals
|
|
361
|
|
95
|
-
|
-
|
(2)
|
-
|
-
|
-
|
93
|
Vacation
Ownership
|
|
501
|
|
103
|
-
|
-
|
-
|
-
|
-
|
-
|
103
|
Total
Reportable Segments
|
|
1,047
|
|
247
|
-
|
-
|
(2)
|
-
|
-
|
-
|
245
|
Corporate
and Other (a)
|
|
(11)
|
|
(21)
|
(4)
|
-
|
-
|
-
|
-
|
-
|
(25)
|
Total
Company
|
|
$ 1,036
|
|
$ 226
|
$ (4)
|
$ -
|
$ (2)
|
$ -
|
$ -
|
$ -
|
$ 220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
Lodging
|
|
$ 233
|
|
$ 75
|
$ -
|
$ (1)
|
$ -
|
$ -
|
$ -
|
$ -
|
$ 74
|
Vacation
Exchange and Rentals
|
|
348
|
|
82
|
-
|
-
|
-
|
-
|
-
|
-
|
82
|
Vacation
Ownership
|
|
570
|
|
150
|
-
|
-
|
-
|
-
|
-
|
-
|
150
|
Total
Reportable Segments
|
|
1,151
|
|
307
|
-
|
(1)
|
-
|
-
|
-
|
-
|
306
|
Corporate
and Other (a)
|
|
(12)
|
|
(25)
|
-
|
-
|
-
|
-
|
-
|
-
|
(25)
|
Total
Company
|
|
$ 1,139
|
|
$ 282
|
$ -
|
$ (1)
|
$ -
|
$ -
|
$ -
|
$ -
|
$ 281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
Lodging
|
|
$ 249
|
|
$ 86
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ 86
|
Vacation
Exchange and Rentals
|
|
420
|
|
123
|
-
|
-
|
-
|
-
|
-
|
-
|
123
|
Vacation
Ownership
|
|
608
|
|
154
|
-
|
-
|
-
|
1
|
-
|
-
|
155
|
Total
Reportable Segments
|
|
1,277
|
|
363
|
-
|
-
|
-
|
1
|
-
|
-
|
364
|
Corporate
and Other (a)
|
|
(12)
|
|
(30)
|
1
|
-
|
-
|
-
|
-
|
-
|
(29)
|
Total
Company
|
|
$ 1,265
|
|
$ 333
|
$ 1
|
$ -
|
$ -
|
$ 1
|
$ -
|
$ -
|
$ 335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Lodging
|
|
$ 223
|
|
$ 62
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
$ 62
|
Vacation
Exchange and Rentals
|
|
293
|
|
28
|
-
|
-
|
-
|
1
|
8
|
5
|
42
|
Vacation
Ownership
|
|
590
|
|
142
|
-
|
-
|
-
|
-
|
-
|
2
|
144
|
Total
Reportable Segments
|
|
1,106
|
|
232
|
-
|
-
|
-
|
1
|
8
|
7
|
248
|
Corporate
and Other (a)
|
|
(12)
|
|
(28)
|
(2)
|
-
|
-
|
-
|
-
|
-
|
(30)
|
Total
Company
|
|
$ 1,094
|
|
$ 204
|
$ (2)
|
$ -
|
$ -
|
$ 1
|
$ 8
|
$ 7
|
$ 218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve
months ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Lodging
|
|
$ 890
|
|
$ 272
|
$ -
|
$ (1)
|
$ -
|
$ -
|
$ -
|
$ -
|
$ 271
|
Vacation
Exchange and Rentals
|
|
1,422
|
|
328
|
-
|
-
|
(2)
|
1
|
8
|
5
|
340
|
Vacation
Ownership
|
|
2,269
|
|
549
|
-
|
-
|
-
|
1
|
-
|
2
|
552
|
Total
Reportable Segments
|
|
4,581
|
|
1,149
|
-
|
(1)
|
(2)
|
2
|
8
|
7
|
1,163
|
Corporate
and Other (a)
|
|
(47)
|
|
(104)
|
(5)
|
-
|
-
|
-
|
-
|
-
|
(109)
|
Total
Company
|
|
$ 4,534
|
|
$ 1,045
|
$ (5)
|
$ (1)
|
$ (2)
|
$ 2
|
$ 8
|
$ 7
|
$ 1,054
|
________________
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Includes
the elimination of transactions between segments.
|
|
|
|
|
|
|
|
(b)
|
Relates
to the net expense/(benefit) from the resolution of and adjustment to
certain contingent liabilities and assets resulting from our separation
from Cendant.
|
(c)
|
Relates
to the recovery of a previously recorded impairment charge.
|
(d)
|
Relates
to a benefit from the reversal of an allowance associated with a
previously divested asset.
|
(e)
|
Relates
to costs incurred in connection with the Company's acquisition of Shell
Vacations Club (September 2012) and the acquisition of Oceana Resorts
and a tuck-in acquisition (December 2012).
|
(f)
|
Relates
to a non-cash impairment charge for the write-down of the ResortQuest
and Steamboat Resorts tradenames.
|
(g)
|
Relates
to costs incurred as a result of organizational realignment initiatives
commenced during 2012 and restructuring associated with the Shell
acquisition.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
of 2)
|
Wyndham
Worldwide Corporation
|
NON-GAAP
RECONCILIATION
|
(In
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported
|
Legacy
|
Asset
|
Restructuring
|
VAT
|
CTA
|
Adjusted
|
Three
months ended March 31, 2011
|
|
Net
Revenues
|
|
EBITDA
|
Adjustments
(b)
|
Impairments
|
Costs
|
Adjustments
(e)
|
Writeoff
(f)
|
EBITDA
|
Lodging
|
|
$ 149
|
|
$ 27
|
$ -
|
$ 13
|
(c)
|
$ -
|
|
$ -
|
$ -
|
$ 40
|
Vacation
Exchange and Rentals
|
|
356
|
|
93
|
-
|
-
|
|
-
|
|
-
|
-
|
93
|
Vacation
Ownership
|
|
450
|
|
97
|
-
|
-
|
|
(1)
|
(d)
|
-
|
-
|
96
|
Total
Reportable Segments
|
|
955
|
|
217
|
-
|
13
|
|
(1)
|
|
-
|
-
|
229
|
Corporate
and Other (a)
|
|
(3)
|
|
(14)
|
(11)
|
-
|
|
-
|
|
-
|
-
|
(25)
|
Total
Company
|
|
$ 952
|
|
$ 203
|
$ (11)
|
$ 13
|
|
$ (1)
|
|
$ -
|
$ -
|
$ 204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended June 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Lodging
|
|
$ 190
|
|
$ 66
|
$ -
|
$ -
|
|
$ -
|
|
$ -
|
$ -
|
$ 66
|
Vacation
Exchange and Rentals
|
|
361
|
|
106
|
-
|
-
|
|
7
|
(g)
|
(31)
|
-
|
82
|
Vacation
Ownership
|
|
541
|
|
130
|
-
|
-
|
|
-
|
|
-
|
-
|
130
|
Total
Reportable Segments
|
|
1,092
|
|
302
|
-
|
-
|
|
7
|
|
(31)
|
-
|
278
|
Corporate
and Other (a)
|
|
(2)
|
|
(26)
|
3
|
-
|
|
-
|
|
-
|
-
|
(23)
|
Total
Company
|
|
$ 1,090
|
|
$ 276
|
$ 3
|
$ -
|
|
$ 7
|
|
$ (31)
|
$ -
|
$ 255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended September 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Lodging
|
|
$ 222
|
|
$ 67
|
$ -
|
$ -
|
|
$ -
|
|
$ -
|
$ -
|
$ 67
|
Vacation
Exchange and Rentals
|
|
436
|
|
131
|
-
|
-
|
|
-
|
|
-
|
4
|
135
|
Vacation
Ownership
|
|
559
|
|
149
|
-
|
-
|
|
-
|
|
-
|
-
|
149
|
Total
Reportable Segments
|
|
1,217
|
|
347
|
-
|
-
|
|
-
|
|
-
|
4
|
351
|
Corporate
and Other (a)
|
|
(5)
|
|
(18)
|
(8)
|
-
|
|
-
|
|
-
|
-
|
(26)
|
Total
Company
|
|
$ 1,212
|
|
$ 329
|
$ (8)
|
$ -
|
|
$ -
|
|
$ -
|
$ 4
|
$ 325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Lodging
|
|
$ 188
|
|
$ (3)
|
$ -
|
$ 44
|
(h)
|
$ -
|
|
$ -
|
$ -
|
$ 41
|
Vacation
Exchange and Rentals
|
|
291
|
|
38
|
-
|
-
|
|
-
|
|
-
|
-
|
38
|
Vacation
Ownership
|
|
527
|
|
139
|
-
|
-
|
|
-
|
|
-
|
-
|
139
|
Total
Reportable Segments
|
|
1,006
|
|
174
|
-
|
44
|
|
-
|
|
-
|
-
|
218
|
Corporate
and Other (a)
|
|
(6)
|
|
(26)
|
-
|
-
|
|
-
|
|
-
|
-
|
(26)
|
Total
Company
|
|
$ 1,000
|
|
$ 148
|
$ -
|
$ 44
|
|
$ -
|
|
$ -
|
$ -
|
$ 192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve
months ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
Lodging
|
|
$ 749
|
|
$ 157
|
$ -
|
$ 57
|
(c) (h)
|
$ -
|
|
$ -
|
$ -
|
$ 214
|
Vacation
Exchange and Rentals
|
|
1,444
|
|
368
|
-
|
-
|
|
7
|
(g)
|
(31)
|
4
|
348
|
Vacation
Ownership
|
|
2,077
|
|
515
|
-
|
-
|
|
(1)
|
(d)
|
-
|
-
|
514
|
Total
Reportable Segments
|
|
4,270
|
|
1,040
|
-
|
57
|
|
6
|
|
(31)
|
4
|
1,076
|
Corporate
and Other (a)
|
|
(16)
|
|
(84)
|
(16)
|
-
|
|
-
|
|
-
|
-
|
(100)
|
Total
Company
|
|
$ 4,254
|
|
$ 956
|
$ (16)
|
$ 57
|
|
$ 6
|
|
$ (31)
|
$ 4
|
$ 976
|
________________
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Includes
the elimination of transactions between segments.
|
|
|
|
|
|
|
|
|
(b)
|
Relates
to the net expense/(benefit) from the resolution of and adjustment to
certain contingent liabilities and assets resulting from our separation
from Cendant.
|
(c)
|
Relates
to a non-cash impairment charge related to a write-down of an
international joint venture.
|
(d)
|
Relates
to the reversal of costs incurred as a result of various strategic
initiatives commenced by the Company during 2008.
|
(e)
|
Relates
to a net benefit resulting from a refund of value added taxes.
|
(f)
|
Relates
to the write-off of foreign exchange translation adjustments associated
with the liquidation of a foreign entity.
|
(g)
|
Relates
to costs incurred as a result of a strategic initiative commenced by
the Company during 2010.
|
(h)
|
Relates
to non-cash impairment charges primarily related to the write-down of
certain franchise and management agreements and development advance
notes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1
of 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wyndham
Worldwide Corporation
|
NON-GAAP
FINANCIAL INFORMATION
|
(In
millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
Reported
|
|
Legacy
Adjustments
|
|
Acquisition
Costs
|
|
Asset
Impairment
|
|
Restructuring
Costs
|
|
As
Adjusted
|
Net
revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
fees and membership
|
|
$ 446
|
|
|
|
|
|
|
|
|
|
$ 446
|
|
Vacation
ownership interest sales
|
|
337
|
|
|
|
|
|
|
|
|
|
337
|
|
Franchise
fees
|
|
134
|
|
|
|
|
|
|
|
|
|
134
|
|
Consumer
financing
|
|
110
|
|
|
|
|
|
|
|
|
|
110
|
|
Other
|
|
67
|
|
|
|
|
|
|
|
|
|
67
|
Net
revenues
|
|
1,094
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
454
|
|
|
|
(1)
|
(b)
|
|
|
|
|
453
|
|
Cost
of vacation ownership interests
|
|
46
|
|
|
|
|
|
|
|
|
|
46
|
|
Consumer
financing interest
|
|
21
|
|
|
|
|
|
|
|
|
|
21
|
|
Marketing
and reservation
|
|
169
|
|
|
|
|
|
|
|
|
|
169
|
|
General
and administrative
|
|
185
|
|
2
|
(a)
|
|
|
|
|
|
|
187
|
|
Asset
impairments
|
|
8
|
|
|
|
|
|
(8)
|
(c)
|
|
|
-
|
|
Restructuring
|
|
7
|
|
|
|
|
|
|
|
(7)
|
(d)
|
-
|
|
Depreciation
and amortization
|
|
49
|
|
|
|
|
|
|
|
|
|
49
|
Total
expenses
|
|
939
|
|
2
|
|
(1)
|
|
(8)
|
|
(7)
|
|
925
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
155
|
|
(2)
|
|
1
|
|
8
|
|
7
|
|
169
|
Interest
expense
|
|
35
|
|
|
|
|
|
|
|
|
|
35
|
Interest
income
|
|
(2)
|
|
|
|
|
|
|
|
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
122
|
|
(2)
|
|
1
|
|
8
|
|
7
|
|
136
|
Provision
for income taxes
|
|
41
|
|
-
|
(e)
|
-
|
(e)
|
3
|
(e)
|
3
|
(e)
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to Wyndham shareholders
|
|
$ 81
|
|
$ (2)
|
|
$ 1
|
|
$ 5
|
|
$ 4
|
|
$ 89
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ 0.58
|
|
$
(0.01)
|
|
$ 0.01
|
|
$ 0.04
|
|
$ 0.03
|
|
$ 0.64
|
|
Diluted
|
|
0.57
|
|
(0.01)
|
|
0.01
|
|
0.04
|
|
0.03
|
|
0.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
139
|
|
139
|
|
139
|
|
139
|
|
139
|
|
139
|
|
Diluted
|
|
141
|
|
141
|
|
141
|
|
141
|
|
141
|
|
141
|
__________
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
EPS amounts may not add due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Relates
to the net benefit from the resolution of and adjustment to certain
contingent liabilities and assets resulting from our separation from
Cendant.
|
(b)
|
Relates
to costs incurred in connection with the acquisition of Oceana Resorts
and a tuck-in acquisition (December 2012).
|
(c)
|
Relates
to a non-cash impairment charge for the write-down of the ResortQuest
and Steamboat Resorts tradenames.
|
(d)
|
Relates
to costs incurred as a result of organizational realignment initiatives
commenced during 2012 and restructuring associated with the Shell
acquisition.
|
(e)
|
Relates
to the tax effect of the adjustment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
of 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wyndham
Worldwide Corporation
|
NON-GAAP
FINANCIAL INFORMATION
|
(In
millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve
Months Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
Reported
|
|
Legacy
Adjustments
|
|
Reversal
/
Recovery
|
|
Acquisition
Costs
|
|
Early
Extinguishment
of
Debt
|
|
Asset
Impairment
|
|
Restructuring
Costs
|
|
As
Adjusted
|
Net
revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
fees and membership
|
|
$ 2,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,005
|
|
Vacation
ownership interest sales
|
|
1,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,323
|
|
Franchise
fees
|
|
583
|
|
|
|
|
|
|
|
|
|
|
|
|
|
583
|
|
Consumer
financing
|
|
421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
421
|
|
Other
|
|
202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
202
|
Net
revenues
|
|
4,534
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
1,842
|
|
|
|
|
|
(2)
|
(c)
|
|
|
|
|
|
|
1,840
|
|
Cost
of vacation ownership interests
|
|
161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
161
|
|
Consumer
financing interest
|
|
90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90
|
|
Marketing
and reservation
|
|
723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
723
|
|
General
and administrative
|
|
666
|
|
5
|
(a)
|
|
|
|
|
|
|
|
|
|
|
671
|
|
Asset
impairments
|
|
8
|
|
|
|
|
|
|
|
|
|
(8)
|
(e)
|
|
|
-
|
|
Restructuring
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
(7)
|
(f)
|
-
|
|
Depreciation
and amortization
|
|
185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
185
|
Total
expenses
|
|
3,682
|
|
5
|
|
-
|
|
(2)
|
|
-
|
|
(8)
|
|
(7)
|
|
3,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
852
|
|
(5)
|
|
-
|
|
2
|
|
-
|
|
8
|
|
7
|
|
864
|
Other
income, net
|
|
(8)
|
|
|
|
3
|
(b)
|
|
|
|
|
|
|
|
|
(5)
|
Interest
expense
|
|
132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
132
|
Early
extinguishment of debt
|
|
108
|
|
|
|
|
|
|
|
(108)
|
(d)
|
|
|
|
|
-
|
Interest
income
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
628
|
|
(5)
|
|
(3)
|
|
2
|
|
108
|
|
8
|
|
7
|
|
745
|
Provision
for income taxes
|
|
229
|
|
(2)
|
(g)
|
(1)
|
(g)
|
1
|
(g)
|
44
|
(g)
|
3
|
(g)
|
3
|
(g)
|
277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
399
|
|
(3)
|
|
(2)
|
|
1
|
|
64
|
|
5
|
|
4
|
|
468
|
Net
loss attributable to noncontrolling interest
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to Wyndham shareholders
|
|
$ 400
|
|
$ (3)
|
|
$ (2)
|
|
$ 1
|
|
$ 64
|
|
$ 5
|
|
$ 4
|
|
$ 469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ 2.80
|
|
$
(0.02)
|
|
$
(0.02)
|
|
$ 0.01
|
|
$ 0.45
|
|
$ 0.03
|
|
$ 0.03
|
|
$ 3.29
|
|
Diluted
|
|
2.75
|
|
(0.02)
|
|
(0.02)
|
|
0.01
|
|
0.44
|
|
0.03
|
|
0.03
|
|
3.23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
143
|
|
143
|
|
143
|
|
143
|
|
143
|
|
143
|
|
143
|
|
143
|
|
Diluted
|
|
145
|
|
145
|
|
145
|
|
145
|
|
145
|
|
145
|
|
145
|
|
145
|
__________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note:
EPS amounts may not add due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Relates
to the net benefit from the resolution of and adjustment to certain
contingent liabilities and assets resulting from our separation from
Cendant.
|
(b)
|
Includes
$2 million related to a benefit from the reversal of an allowance
associated with a previously divested asset and $1 million related to
the recovery of a previously recorded impairment charge.
|
(c)
|
Relates
to costs incurred in connection with the Company's acquisition of Shell
Vacations Club (September 2012) and the acquisition of Oceana Resorts
and a tuck-in acquisition (December 2012).
|
(d)
|
Represents
costs incurred for the early repurchase of a portion of the Company's
9.875% senior unsecured notes and 6.00% senior unsecured notes.
|
(e)
|
Relates
to a non-cash impairment charge for the write-down of the ResortQuest
and Steamboat Resorts tradenames.
|
(f)
|
Relates
to costs incurred as a result of organizational realignment initiatives
commenced during 2012 and restructuring associated with the Shell
acquisition.
|
(g)
|
Relates
to the tax effect of the adjustment.
|
|
|
|
|
|
|
|
|
|
|
|
Table
8
|
|
|
|
|
|
|
|
|
|
|
|
(3
of 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
Wyndham
Worldwide Corporation
|
NON-GAAP
FINANCIAL INFORMATION
|
(In
millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
Reported
|
|
Legacy
Adjustments
|
|
Asset
Impairments
|
|
VAT
Adjustments
|
|
As
Adjusted
|
Net
revenues
|
|
|
|
|
|
|
|
|
|
|
|
Service
fees and membership
|
|
$ 434
|
|
|
|
|
|
|
|
$ 434
|
|
Vacation
ownership interest sales
|
|
295
|
|
|
|
|
|
|
|
295
|
|
Franchise
fees
|
|
127
|
|
|
|
|
|
|
|
127
|
|
Consumer
financing
|
|
105
|
|
|
|
|
|
|
|
105
|
|
Other
|
|
39
|
|
|
|
|
|
|
|
39
|
Net
revenues
|
|
1,000
|
|
-
|
|
-
|
|
-
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
422
|
|
|
|
|
|
|
|
422
|
|
Cost
of vacation ownership interests
|
|
37
|
|
|
|
|
|
|
|
37
|
|
Consumer
financing interest
|
|
25
|
|
|
|
|
|
|
|
25
|
|
Marketing
and reservation
|
|
156
|
|
|
|
|
|
|
|
156
|
|
General
and administrative
|
|
170
|
|
|
|
|
|
|
|
170
|
|
Asset
impairments
|
|
44
|
|
|
|
(44)
|
(a)
|
|
|
-
|
|
Depreciation
and amortization
|
|
45
|
|
|
|
|
|
|
|
45
|
Total
expenses
|
|
899
|
|
-
|
|
(44)
|
|
-
|
|
855
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
101
|
|
-
|
|
44
|
|
-
|
|
145
|
Other
income, net
|
|
(2)
|
|
|
|
|
|
|
|
(2)
|
Interest
expense
|
|
37
|
|
|
|
|
|
|
|
37
|
Interest
income
|
|
(1)
|
|
|
|
-
|
|
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
67
|
|
-
|
|
44
|
|
|
|
111
|
Provision
for income taxes
|
|
11
|
|
3
|
(b)
|
17
|
(c)
|
7
|
(d)
|
38
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to Wyndham shareholders
|
|
$ 56
|
|
$ (3)
|
|
$ 27
|
|
$ (7)
|
|
$ 73
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ 0.37
|
|
$
(0.02)
|
|
$ 0.18
|
|
$
(0.05)
|
|
$ 0.49
|
|
Diluted
|
|
0.37
|
|
(0.02)
|
|
0.18
|
|
(0.05)
|
|
$ 0.47
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
151
|
|
151
|
|
151
|
|
151
|
|
151
|
|
Diluted
|
|
154
|
|
154
|
|
154
|
|
154
|
|
154
|
__________
|
|
|
|
|
|
|
|
|
|
|
Note:
EPS amounts may not add across due to rounding.
|
|
|
|
|
|
|
|
|
(a)
|
Relates
to non-cash impairment charges primarily due to the write-down of
certain franchise and management agreements and development advance
notes.
|
(b)
|
Relates
to the reversal of certain legacy tax liabilities resulting from our
separation from Cendant.
|
(c)
|
Relates
to the tax effect of the adjustment.
|
(d)
|
Relates
to additional tax adjustments from the utilization of foreign tax
credits generated from the value added tax refund and related interest
income recorded during the second and third quarters of 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4
of 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wyndham
Worldwide Corporation
|
NON-GAAP
FINANCIAL INFORMATION
|
(In
millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve
Months Ended December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
Reported
|
|
Early
Extinguishment
of
Debt
|
|
Tax
Valuation
Allowance
|
|
Legacy
Adjustments
|
|
Asset
Impairments
|
|
Restructuring
Costs
|
|
VAT
Adjustments
|
|
CTA
Writeoff
|
|
As
Adjusted
|
Net
revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
fees and membership
|
|
$ 2,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,012
|
|
Vacation
ownership interest sales
|
|
1,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,150
|
|
Franchise
fees
|
|
522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
522
|
|
Consumer
financing
|
|
415
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
415
|
|
Other
|
|
155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155
|
Net
revenues
|
|
4,254
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
1,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
(j)
|
1,777
|
|
Cost
of vacation ownership interests
|
|
152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152
|
|
Consumer
financing interest
|
|
92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92
|
|
Marketing
and reservation
|
|
628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
628
|
|
General
and administrative
|
|
593
|
|
|
|
|
|
12
|
(c)
|
|
|
|
|
31
|
(g)
|
|
|
636
|
|
Asset
impairment
|
|
57
|
|
|
|
|
|
|
|
(57)
|
(e)
|
|
|
|
|
|
|
-
|
|
Restructuring
|
|
6
|
|
|
|
|
|
|
|
|
|
(6)
|
(f)
|
|
|
|
|
-
|
|
Depreciation
and amortization
|
|
178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
178
|
Total
expenses
|
|
3,487
|
|
-
|
|
-
|
|
12
|
|
(57)
|
|
(6)
|
|
31
|
|
(4)
|
|
3,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
767
|
|
-
|
|
-
|
|
(12)
|
|
57
|
|
6
|
|
(31)
|
|
4
|
|
791
|
Other
income, net
|
|
(11)
|
|
|
|
|
|
4
|
(d)
|
|
|
|
|
|
|
|
|
(7)
|
Interest
expense
|
|
152
|
|
(12)
|
(a)
|
|
|
|
|
|
|
|
|
(3)
|
(h)
|
|
|
137
|
Interest
income
|
|
(24)
|
|
|
|
|
|
|
|
|
|
|
|
16
|
(i)
|
|
|
(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
before income taxes
|
|
650
|
|
12
|
|
-
|
|
(16)
|
|
57
|
|
6
|
|
(44)
|
|
4
|
|
669
|
Provision
for income taxes
|
|
233
|
|
5
|
(k)
|
13
|
(b)
|
(2)
|
(l)
|
22
|
(k)
|
1
|
(k)
|
(17)
|
(k)
|
-
|
(k)
|
255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income attributable to Wyndham shareholders
|
|
$ 417
|
|
$ 7
|
|
$ (13)
|
|
$ (14)
|
|
$ 35
|
|
$ 5
|
|
$ (27)
|
|
$ 4
|
|
$ 414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ 2.57
|
|
$ 0.04
|
|
$
(0.08)
|
|
$
(0.08)
|
|
$ 0.21
|
|
$ 0.03
|
|
$
(0.17)
|
|
$ 0.02
|
|
$ 2.55
|
|
Diluted
|
|
2.51
|
|
0.04
|
|
(0.08)
|
|
(0.08)
|
|
0.21
|
|
0.03
|
|
(0.17)
|
|
0.02
|
|
$ 2.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
162
|
|
162
|
|
162
|
|
162
|
|
162
|
|
162
|
|
162
|
|
162
|
|
162
|
|
Diluted
|
|
166
|
|
166
|
|
166
|
|
166
|
|
166
|
|
166
|
|
166
|
|
166
|
|
166
|
__________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Relates
to costs incurred for the early repurchase of a portion of the
Company's 3.50% convertible notes during the first half of 2011.
|
(b)
|
Relates
to the reversal of a tax valuation allowance.
|
(c)
|
Relates
to the net benefit from the resolution of and adjustment to certain
contingent liabilities and assets resulting from our separation from
Cendant.
|
(d)
|
Relates
to a gain on the redemption of a preferred stock investment allocated
to the Company in connection with our separation.
|
(e)
|
Relates
to non-cash impairment charges due to a write-down of certain franchise
and management agreements and development advance notes and the
write-down of an international joint venture.
|
(f)
|
Primarily
relates to costs incurred as a result of a strategic initiative
commenced by the Company during 2010.
|
(g)
|
Relates
to a net benefit resulting from a refund of value added taxes.
|
(h)
|
Relates
to interest on value added tax accruals.
|
(i)
|
Relates
to interest income associated with a refund of value added taxes.
|
(j)
|
Relates
to the write-off of foreign exchange translation adjustments associated
with the liquidation of a foreign entity.
|
(k)
|
Relates
to the tax effect of the adjustments.
|
(l)
|
Relates
to the tax effect of the adjustments and the reversal of certain legacy
tax liabilities resulting from our separation from Cendant.
|
|
|
|
|
|
|
Table
9
|
Wyndham
Worldwide Corporation
|
NON-GAAP
RECONCILIATIONS AND FINANCIAL INFORMATION
|
(In
millions)
|
|
|
|
|
|
|
|
FREE
CASH FLOW
|
|
|
|
|
|
|
The
Company defines free cash flow as net cash provided by operating
activities less capital expenditures. The Company considers free cash
flow to be a liquidity measure that provides useful information to
management and investors about the amount of cash generated by the
business that, after the acquisition of property and equipment, can be
used for strategic opportunities, including making acquisitions, paying
dividends, repurchasing the Company's common stock and strengthening
the balance sheet. Analysis of free cash flow also facilitates
management's comparisons of the Company's operating results to its
competitors' operating results. A limitation of using free cash flow
versus the GAAP measure of net cash provided by operating activities as
a means for evaluating Wyndham Worldwide is that free cash flow does
not represent the total increase or decrease in the cash balance from
operations for the period. During the fourth quarter of 2012, the
Company modified its definition of free cash flow to exclude the impact
of development advances.
|
|
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
Twelve
Months Ended December 31,
|
|
|
|
|
2012
|
|
2011
|
|
|
|
|
|
|
|
|
|
Net
cash provided by operating activities
|
|
$ 1,004
|
|
$ 1,003
|
|
|
Less:
Property and equipment additions
|
|
(208)
|
|
(239)
|
|
|
Free
cash flow
|
|
$ 796
|
|
$ 764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS
VOI SALES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
following table provides a reconciliation of Gross VOI sales (see Table
3) to Vacation ownership interest sales (see Table 4):
|
|
|
|
|
|
|
|
Year
|
|
|
|
|
|
|
2012
|
|
Q1
|
Q2
|
Q3
|
Q4
|
Full
Year
|
|
|
|
|
|
|
|
Gross
VOI sales (a)
|
|
$ 384
|
$ 460
|
$ 502
|
$ 435
|
$ 1,781
|
Less:
Sales under WAAM 1.0
|
|
(17)
|
(18)
|
(5)
|
(10)
|
(49)
|
Gross
VOI sales, net of WAAM 1.0 sales
|
|
367
|
442
|
497
|
426
|
1,732
|
Less:
Loan loss provision
|
|
(96)
|
(100)
|
(124)
|
(89)
|
(409)
|
Vacation
ownership interest sales (a)
|
|
$ 271
|
$ 342
|
$ 373
|
$ 337
|
$ 1,323
|
|
|
|
|
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
VOI sales
|
|
$ 319
|
$ 412
|
$ 455
|
$ 409
|
$ 1,595
|
Less:
Sales under WAAM 1.0
|
|
(18)
|
(19)
|
(38)
|
(31)
|
(106)
|
Gross
VOI sales, net of WAAM 1.0 sales
|
|
302
|
393
|
417
|
378
|
1,489
|
Less:
Loan loss provision
|
|
(79)
|
(80)
|
(96)
|
(83)
|
(339)
|
Vacation
ownership interest sales
|
|
$ 222
|
$ 313
|
$ 320
|
$ 295
|
$ 1,150
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
VOI sales
|
|
$ 308
|
$ 371
|
$ 412
|
$ 373
|
$ 1,464
|
Less:
Sales under WAAM 1.0
|
|
(5)
|
(13)
|
(20)
|
(14)
|
(51)
|
Gross
VOI sales, net of WAAM 1.0 sales
|
|
303
|
358
|
392
|
359
|
1,413
|
Less:
Loan loss provision
|
|
(86)
|
(87)
|
(85)
|
(82)
|
(340)
|
Vacation
ownership interest sales
|
|
$ 217
|
$ 271
|
$ 308
|
$ 276
|
$ 1,072
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
VOI sales
|
|
$ 280
|
$ 327
|
$ 366
|
$ 343
|
$ 1,315
|
Plus:
Net effect of percentage-of-completion accounting (b)
|
|
67
|
37
|
36
|
47
|
187
|
Less:
Loan loss provision
|
|
(107)
|
(122)
|
(117)
|
(103)
|
(449)
|
Vacation
ownership interest sales
|
|
$ 239
|
$ 242
|
$ 285
|
$ 287
|
$ 1,053
|
_____________
|
|
|
|
|
|
|
Note:
Amounts may not add due to rounding.
|
|
|
|
|
|
|
(a)
Includes VOI sales under WAAM 2.0 beginning in the
second quarter of 2012.
|
|
|
|
|
|
(b)
Represents the revenue that is deferred under the
percentage of completion method of accounting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
2012
|
|
$ 27
|
$ 20
|
$ 22
|
$ 28
|
$ 97
|
2011
|
|
$ 18
|
$ 18
|
$ 21
|
$ 11
|
$ 68
|
2010
|
|
$ 20
|
$ 20
|
$ 23
|
$ 17
|
$ 80
|
2009
|
|
$ 24
|
$ 23
|
$ 29
|
$ 28
|
$ 104
|
_____________
|
|
|
|
|
|
|
Note:
Amounts may not add across due to rounding.
|
|