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0001722684false00017226842023-10-252023-10-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
____________

Date of Report (Date of earliest event reported) October 25, 2023

Wyndham Hotels & Resorts, Inc.
(Exact name of registrant as specified in charter)

Delaware 001-38432 82-3356232
(State or other jurisdiction
of incorporation)
(Commission File Number) (IRS Employer
Identification No.)
22 Sylvan Way

Parsippany, New Jersey 07054
(Address of principal
executive offices)
(Zip Code)

Registrant's telephone number, including area code (973) 753-6000

None
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share
WH New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 2.02.



Results of Operations and Financial Condition.
Wyndham Hotels & Resorts, Inc. (the “Company”) today issued a press release reporting financial results for the quarter ended September 30, 2023.
A copy of the Company’s press release is furnished as Exhibit 99.1 and is incorporated by reference.

The information included in this Item 2.02 and Exhibit 99.1 included with this Current Report on Form 8-K shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this report:
 
Exhibit No.
Description
Exhibit 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


WYNDHAM HOTELS & RESORTS, INC.

Date: October 25, 2023
By:
/s/ Nicola Rossi
Nicola Rossi
Chief Accounting Officer




WYNDHAM HOTELS & RESORTS, INC.
CURRENT REPORT ON FORM 8-K
Report Dated October 25, 2023
EXHIBIT INDEX
Exhibit No.
Description
Exhibit 104
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


EX-99.1 2 exhibit9912023930.htm EX-99.1 Document
Exhibit 99.1
whra28a.jpg

WYNDHAM HOTELS & RESORTS REPORTS THIRD QUARTER 2023 RESULTS
Company Raises Full-Year 2023 EPS Outlook
Grows Development Pipeline by Another 12%
PARSIPPANY, N.J., October 25, 2023 - Wyndham Hotels & Resorts (NYSE: WH) today announced results for the three months ended September 30, 2023. Highlights include:
•Global RevPAR grew 3% compared to third quarter 2022 in constant currency.
•System-wide rooms grew 3% year-over-year.
•Development pipeline grew 4% sequentially and 12% year-over-year to a record 237,000 rooms.
•Signed over 230 contracts, an increase of 8% year-over-year, including 60 new construction projects for ECHO Suites Extended Stay by Wyndham.
•Returned $134 million to shareholders through $105 million of share repurchases and a quarterly cash dividend of $0.35 per share.
"We recently announced our Board of Directors unanimously rejected an unsolicited stock-and-cash proposal by Choice Hotels to acquire our company. Our Board of Directors, together with our financial and legal advisors, closely reviewed Choice's latest proposal and determined, for multiple reasons, that it is not in the best interest of our shareholders. They remain confident that our standalone growth prospects offer superior, risk-adjusted returns to Wyndham shareholders,” said Geoff Ballotti, president and chief executive officer. “Supporting that belief are our third quarter results, which were highlighted by continued growth in global RevPAR, ongoing domestic and international organic net room growth and another 8% increase in hotel contracts awarded to franchisees driving our development pipeline to a record 1,930 hotels. Our economy brands gained market share domestically amidst a backdrop of normalizing U.S. leisure demand, and international occupancy continued to recover. Adjusted EBITDA grew in line with our expectations, we generated strong free cash flow and we returned significant capital to our shareholders. We remain focused on our growth strategy, which includes continued system expansion through our ECHO Suites by Wyndham brand and further improvements in franchisee retention, as well as the multi-year benefit expected from the U.S. infrastructure bill. We’re enthusiastic about our ability to deliver exceptional value to our shareholders, guests, franchisees and team members in the months and years ahead."
Third Quarter Financial Results
Fee-related and other revenues was $400 million compared to $375 million in third quarter 2022 reflecting global RevPAR and net room growth, higher license and ancillary fees as well as the pass-through revenues associated with the Company's global franchisee conference in September, which was held for the first time since 2019.
The Company generated net income of $103 million, or $1.21 per diluted share, compared to $101 million, or $1.13 per diluted share, in third quarter 2022. The increase was reflective of higher adjusted EBITDA in the Company's hotel franchising segment and a lower effective tax rate, partially offset by higher interest expense.



Adjusted diluted EPS grew 8% reflecting higher net income and a lower share count due to share repurchase activity. Adjusted EBITDA increased 5% to $200 million primarily reflecting higher fee-related and other revenues as well as marketing fund variability. During third quarter 2023, the Company's marketing fund revenues exceeded expenses by $17 million; while in third quarter 2022, the Company's marketing fund revenues exceeded expenses by $12 million.
Full reconciliations of GAAP results to the Company's non-GAAP adjusted measures for all reported periods appear in the tables to this press release.
System Size
Rooms
September 30, 2023 September 30, 2022 YOY Change (bps)
United States 495,700 492,900 60 
International 362,300 343,100 560 
Global 858,000 836,000 260 
The Company's global system grew 3%, reflecting 1% growth in the U.S. and 6% growth internationally. As expected, these increases included strong growth in both the higher RevPAR midscale and above segments in the U.S. and the direct franchising business in China, which grew 4% and 16%, respectively.
RevPAR
Third
Quarter 2023
YOY Constant Currency % Change
United States $ 58.46  (1  %)
International 38.05  16 
Global 49.71 
Third quarter global RevPAR grew by 3% in constant currency compared to 2022 reflecting a 1% decline in the U.S. and growth of 16% internationally. The Company had achieved record-breaking RevPAR in the U.S. during the preceding year due to COVID-impacted travel patterns. The Company's U.S. economy brands gained market share of 100 basis points in the third quarter. Comparing to 2019 to neutralize for COVID-impacted travel patterns, U.S. RevPAR grew 9%, a 30 basis point acceleration from second quarter 2023 growth. International RevPAR growth was driven by higher occupancy levels and stronger pricing power in connection with COVID recovery, and compared to 2019 grew 45% on a constant-currency basis, a 120 basis point acceleration from second quarter 2023 growth.
Development
•On September 30, 2023, the Company's global development pipeline consisted of over 1,930 hotels and approximately 237,000 rooms, representing a 12% year-over-year increase, including 16% growth in the U.S.
•Approximately 69% of the Company's pipeline is in the midscale and above segments.
•Approximately 58% of the Company’s development pipeline is international.

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•Approximately 80% of the Company's pipeline is new construction, of which approximately 34% has broken ground.
•During third quarter 2023, the Company awarded 172 new contracts for its legacy brands, an increase of 4% year-over-year. Additionally, the Company awarded 60 additional new contracts for its ECHO Suites Extended Stay by Wyndham brand and, as of September 30, 2023, the total number of contracts awarded for the brand was 265, or nearly 33,000 rooms.
Balance Sheet and Liquidity
As of September 30, 2023, the Company had $2.2 billion of long-term debt outstanding with a weighted average interest rate of 4.9%. The Company borrowed $110 million on its revolving credit facility during the third quarter and had an available borrowing capacity of $631 million after considering $9 million of outstanding letters of credit as of September 30, 2023. The Company ended the quarter with a cash balance of $79 million and approximately $710 million in total liquidity.
The Company generated net cash provided by operating activities of $77 million and free cash flow of $67 million in third quarter 2023.
The Company has pay-fixed/receive-variable interest rate swaps in place to hedge $600 million of the Term Loan B Facility, set to expire in the second quarter of 2024. During the third quarter of 2023, the Company executed $600 million of new forward starting interest rate swaps on the Term Loan B Facility, which will begin in second quarter 2024 and expire in 2028. The fixed rate of the new swaps is 3.8%.
Share Repurchases and Dividends
During the third quarter, the Company repurchased approximately 1.4 million shares of its common stock for $105 million. Year-to-date through September 30, the Company repurchased approximately 3.8 million shares of its common stock for $270 million.
The Company paid common stock dividends of $29 million, or $0.35 per share.
Rejection of Unsolicited Offer
On October 17, 2023, the Company announced that its Board of Directors unanimously rejected a highly conditional, unsolicited stock-and-cash proposal by Choice Hotels International, Inc. ("Choice") to acquire all outstanding shares of Wyndham. Wyndham's Board of Directors, together with its financial and legal advisors, closely reviewed Choice's latest proposal with a nominal value of $90 per share, comprised of 45% in stock and 55% in cash, and determined that it is not in the best interest of Wyndham shareholders to accept the proposal.

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Full-Year 2023 Outlook
The Company is updating its outlook as follows to reflect the impact of third quarter share repurchase activity:
Updated Outlook Prior Outlook
Year-over-year rooms growth 2 - 4% 2 - 4%
Year-over-year global RevPAR growth (a)(b)
4 - 6% 4 - 6%
Fee-related and other revenues (b)
$1.38 - $1.41 billion $1.38 - $1.41 billion
Adjusted EBITDA $654 - $664 million $654 - $664 million
Adjusted net income $336 - $348 million $336 - $348 million
Adjusted diluted EPS $3.94 - $4.08 $3.92 - $4.06
Free cash flow conversion rate (c)
50 - 55% 50 - 55%
(a) Outlook represents global RevPAR growth of approximately 6% - 8% compared to 2019.
(b)    Lower end of the range.
(c)    Represents the percentage of adjusted EBITDA that is expected to produce free cash flow.
Year-over-year growth rates are not comparable due to the sale of the Company's owned hotels and the exit of its select-service management business, both of which occurred during 2022, as well as the variability in its marketing funds due to the support that the Company provided to its owners during 2020.
The Company's expectations for full-year 2023 marketing funds contribution to adjusted EBITDA is unchanged at $10 million. The Company expects fund revenues will outpace fund expenses by approximately $11 million during the fourth quarter.
More detailed projections are available in Table 8 of this press release. The Company is providing certain financial metrics only on a non-GAAP basis because, without unreasonable efforts, it is unable to predict with reasonable certainty the occurrence or amount of all of the adjustments or other potential adjustments that may arise in the future during the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to the reported results.
Conference Call Information
Wyndham Hotels will hold a conference call with investors to discuss the Company’s results and outlook on Thursday, October 26, 2023 at 8:30 a.m. ET. Listeners can access the webcast live through the Company’s website at https://investor.wyndhamhotels.com. The conference call may also be accessed by dialing 800 225-9448 and providing the passcode “Wyndham”. Listeners are urged to call at least five minutes prior to the scheduled start time. An archive of this webcast will be available on the website beginning at noon ET on October 26, 2023. A telephone replay will be available for approximately ten days beginning at noon ET on October 26, 2023 at 800 839-6964.
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.

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The Company uses these measures internally to assess its operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. 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 this press release.
About Wyndham Hotels & Resorts
Wyndham Hotels & Resorts (NYSE: WH) is the world’s largest hotel franchising company by the number of properties, with approximately 9,100 hotels across over 95 countries on six continents. Through its network of approximately 858,000 rooms appealing to the everyday traveler, Wyndham commands a leading presence in the economy and midscale segments of the lodging industry. The Company operates a portfolio of 24 hotel brands, including Super 8®, Days Inn®, Ramada®, Microtel®, La Quinta®, Baymont®, Wingate®, AmericInn®, Hawthorn Suites®, Trademark Collection® and Wyndham®. The Company’s award-winning Wyndham Rewards loyalty program offers approximately 105 million enrolled members the opportunity to redeem points at thousands of hotels, vacation club resorts and vacation rentals globally. For more information, visit www.wyndhamhotels.com. The Company may use its website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Disclosures of this nature will be included on the Company’s website in the Investors section, which can currently be accessed at https://investor.wyndhamhotels.com. Accordingly, investors should monitor this section of the Company’s website in addition to following the Company’s press releases, filings submitted with the Securities and Exchange Commission and any public conference calls or webcasts.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws, including statements related to the Company’s current views and expectations with respect to its future performance and operations, including revenues, earnings, cash flow and other financial and operating measures, share repurchases and dividends and restructuring charges. The Company claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. Forward-looking statements include those that convey management’s expectations as to the future based on plans, estimates and projections at the time the Company makes the statements and may be identified by words such as “will,” “expect,” “believe,” “plan,” “anticipate,” “intend,” “goal,” “future,” “outlook,” “guidance,” “target,” "objective," “estimate,” “projection” and similar words or expressions, including the negative version of such words and expressions. 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. 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, without limitation, general economic conditions, including inflation, higher interest rates and potential recessionary pressures; the worsening of the effects from the coronavirus pandemic ("COVID-19"); COVID-19's scope, duration, resurgence and impact on the Company’s business operations, financial results,

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cash flows and liquidity, as well as the impact on the Company’s franchisees, guests and team members, the hospitality industry and overall demand for and restrictions on travel the Company’s continued performance during the recovery from COVID-19 and any resurgence or mutations of the virus concerns with or threats of other pandemics, contagious diseases or health epidemics, including the effects of COVID-19; the performance of the financial and credit markets; the economic environment for the hospitality industry; operating risks associated with the hotel franchising businesses; the Company’s relationships with franchisees; the impact of war, terrorist activity, political instability or political strife, including the ongoing conflict between Russia and Ukraine; the Company’s ability to satisfy obligations and agreements under its outstanding indebtedness, including the payment of principal and interest and compliance with the covenants thereunder; risks related to the Company’s ability to obtain financing and the terms of such financing, including access to liquidity and capital; and the Company’s ability to make or pay, plans for and the timing and amount of any future share repurchases and/or dividends, as well as the risks described in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any subsequent reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, subsequent events or otherwise, except as required by law.
# # #
Contacts
Investors:
Matt Capuzzi
Senior Vice President, Investor Relations
973 753-6453
ir@wyndham.com

Media: 
Maire Griffin
Senior Vice President, Global Communications  
973 753-6590 
WyndhamHotelsNews@wyndham.com


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Table 1
WYNDHAM HOTELS & RESORTS
INCOME STATEMENT
(In millions, except per share data)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Net revenues
Royalties and franchise fees $ 152  $ 152  $ 415  $ 394 
Marketing, reservation and loyalty 179  159  445  416 
Management and other fees 11  54 
License and other fees 30  28  83  74 
Other 36  33  110  107 
Fee-related and other revenues 400  375  1,064  1,045 
Cost reimbursements 32  12  119 
Net revenues 402  407  1,076  1,164 
Expenses
Marketing, reservation and loyalty 162  147  446  384 
Operating 24  20  65  85 
General and administrative 31  29  93  88 
Cost reimbursements 32  12  119 
Depreciation and amortization 19  18  56  58 
Transaction-related —  — 
Separation-related —  —  — 
Gain on asset sale, net —  —  —  (35)
Total expenses 239  247  677  699 
Operating income 163  160  399  465 
Interest expense, net 27  21  73  60 
Early extinguishment of debt —  — 
Income before income taxes 136  139  323  403 
Provision for income taxes 33  38  83  104 
Net income $ 103  $ 101  $ 240  $ 299 
Earnings per share
Basic $ 1.22  $ 1.13  $ 2.81  $ 3.28 
Diluted 1.21  1.13  2.79  3.26 
Weighted average shares outstanding
Basic 84.0  89.5  85.2  91.2 
Diluted 84.5  89.9  85.7  91.7 




Table 2
WYNDHAM HOTELS & RESORTS
HISTORICAL REVENUE AND ADJUSTED EBITDA BY SEGMENT
The reportable segments presented below represent our operating segments for which separate financial information is available and is utilized on a regular basis by our chief operating decision maker to assess performance and allocate resources. In identifying our reportable segments, we also consider the nature of services provided by our operating segments. Management evaluates the operating results of each of our reportable segments based upon net revenues and adjusted EBITDA. During the first quarter of 2023, we changed the composition of our reportable segments to reflect the recent changes in our Hotel Management segment, including the sale of our owned assets, the exit of our select-service management business and the exit from substantially all of our U.S. full-service management business. The remaining hotel management business, which is predominately the full-service international managed business, has been aggregated, on a prospective basis, within our Hotel Franchising segment. We believe that adjusted EBITDA is a useful measure of performance for our segments which, when considered with GAAP measures, allows a more complete understanding of our operating performance. We use this measure internally to assess operating performance, both absolutely and in comparison to other companies, and to make day to day operating decisions, including in the evaluation of selected compensation decisions. Our presentation of adjusted EBITDA may not be comparable to similarly-titled measures used by other companies.
First Quarter Second Quarter Third Quarter Fourth Quarter Full Year
Hotel Franchising (a)
Net revenues
2023 $ 313  $ 362  $ 402  n/a n/a
2022 272  335  367  $ 303  $ 1,277 
2021 209  283  337  270  1,099 
Adjusted EBITDA
2023 $ 164  $ 175  $ 215  n/a n/a
2022 155  185  201  $ 138  $ 679 
2021
105  166  193  128  592 
Hotel Management
Net revenues
2023 n/a n/a n/a n/a n/a
2022 $ 99  $ 51  $ 40  $ 31  $ 221 
2021 94  123  126  122  466 
Adjusted EBITDA
2023 n/a n/a n/a n/a n/a
2022 $ 20  $ $ $ $ 37 
2021 16  16  19  57 
Corporate and Other
Net revenues
2023 $ —  $ —  $ —  n/a n/a
2022 —  —  —  $ —  $ — 
2021 —  —  —  —  — 
Adjusted EBITDA
2023 $ (17) $ (17) $ (15) n/a n/a
2022 (16) (16) (17) $ (16) $ (66)
2021 (13) (14) (15) (16) (59)
Total Company
Net revenues
2023 $ 313  $ 362  $ 402  n/a n/a
2022 371  386  407  $ 334  $ 1,498 
2021 303  406  463  392  1,565 
Net income
2023 $ 67  $ 70  $ 103  n/a n/a
2022 106  92  101  $ 56  $ 355 
2021 24  68  103  48  244 
Adjusted EBITDA
2023 $ 147  $ 158  $ 200  n/a n/a
2022 159  175  191  $ 126  $ 650 
2021 97  168  194  131  590 
NOTE: Amounts include the results of the Company's Wyndham Grand Bonnet Creek Resort and Wyndham Grand Rio Mar Resort, which were sold in March 2022 and May 2022, respectively, and its select-service management business, which was exited in March 2022, through their sale/exit dates. Amounts may not add across due to rounding. See Table 7 for reconciliations of Total Company non-GAAP measures and Table 9 for definitions.
(a)    For 2023, the Hotel Franchising segment includes the former Hotel Management segment, which is primarily comprised of the Company's remaining full-service management business.



Table 3
WYNDHAM HOTELS & RESORTS
CONDENSED CASH FLOWS
(In millions)
(Unaudited)
Nine Months Ended September 30,
2023 2022
Operating activities
Net income $ 240  $ 299 
Depreciation and amortization 56  58 
Gain on asset sale, net —  (35)
Trade receivables (40) (1)
Accounts payable, accrued expenses and other current liabilities (15)
Deferred revenues 10  20 
Payments of development advance notes, net (47) (36)
Other, net 49  40 
Net cash provided by operating activities 253  349 
Investing activities
Property and equipment additions (28) (28)
Proceeds from asset sales, net (a)
—  263 
Acquisition of hotel brand —  (44)
Loan advances (22) — 
Other, net —  (1)
Net cash (used in)/provided by investing activities (50) 190 
Financing activities
Proceeds from long-term debt 1,308  400 
Payments of long-term debt (1,217) (404)
Debt issuance costs (10) (4)
Dividends to shareholders (90) (88)
Repurchases of common stock (261) (313)
Other, net (13) (11)
Net cash used in financing activities (283) (420)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash (2) (4)
Net (decrease)/increase in cash, cash equivalents and restricted cash (82) 115 
Cash, cash equivalents and restricted cash, beginning of period 161  171 
Cash, cash equivalents and restricted cash, end of period $ 79  $ 286 

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 us and investors 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 and investments, as well as our ability to return cash to shareholders through dividends and share repurchases. Free cash flow is not necessarily a representation of how we will use excess cash. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities as a means for evaluating Wyndham Hotels is that free cash flow does not represent the total cash movement for the period as detailed in the condensed consolidated statement of cash flows.
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Net cash provided by operating activities (b)
$ 77  $ 107  $ 253  $ 349 
Less: Property and equipment additions (10) (10) (28) (28)
Free cash flow $ 67  $ 97  $ 225  $ 321 
    
(a)    Includes proceeds of $179 million, net of transaction costs, received from the Company's sales of the Wyndham Grand Bonnet Creek Resort and the Wyndham Grand Rio Mar Resort and $84 million of proceeds from CorePoint Lodging related to the Company's exit of its select-service management business.
(b)    The year-over-year comparability is impacted by higher interest expense and the timing of working capital. The year-over-year comparability of the nine months ended September 30th is also impacted by incremental development advances and higher marketing spend, as well as the absence of $13 million due to the exit of the select-service management business and owned hotels. While the Company has now lapped the sale of its owned hotels and the exit of its select-service management business, the marketing fund variability, higher interest expense and incremental development advances will continue to impact the year-over-year comparisons during the fourth quarter of 2023.




Table 4
WYNDHAM HOTELS & RESORTS
BALANCE SHEET SUMMARY AND DEBT
(In millions)
(Unaudited)
As of
September 30, 2023
As of
December 31, 2022
Assets
Cash and cash equivalents $ 79  $ 161 
Trade receivables, net 272  234 
Property and equipment, net 91  99 
Goodwill and intangible assets, net 3,109  3,131 
Other current and non-current assets 549  498 
Total assets $ 4,100  $ 4,123 
Liabilities and stockholders' equity
Total debt $ 2,160  $ 2,077 
Other current liabilities 397  386 
Deferred income tax liabilities 338  345 
Other non-current liabilities 349  353 
Total liabilities 3,244  3,161 
Total stockholders' equity 856  962 
Total liabilities and stockholders' equity $ 4,100  $ 4,123 
Our outstanding debt was as follows:
Weighted Average Interest Rate (a)
As of
September 30, 2023
As of
December 31, 2022
$750 million revolving credit facility (due April 2027) 7.4% $ 110  $ — 
$400 million term loan A (due April 2027) 7.1% 389  399 
$1.6 billion term loan B (due May 2025) —  1,139 
$1.1 billion term loan B (due May 2030) 4.2% 1,125  — 
4.375% senior unsecured notes (due August 2028) 4.4% 495  494 
Finance leases 4.5% 41  45 
Total debt 4.9% 2,160  2,077 
Cash and cash equivalents 79  161 
Net debt $ 2,081  $ 1,916 
(a) Represents weighted average interest rates for the third quarter 2023, including the effects from hedging.

Our outstanding debt as of September 30, 2023 matures as follows:
Amount
Within 1 year $ 37 
Between 1 and 2 years 43 
Between 2 and 3 years 48 
Between 3 and 4 years 442 
Between 4 and 5 years 514 
Thereafter 1,076 
Total $ 2,160 



Table 5
WYNDHAM HOTELS & RESORTS
REVENUE DRIVERS
Nine Months Ended September 30,
2023 2022 Change % Change
Beginning Room Count (January 1)
United States 493,800  490,600  3,200  1%
International 348,700  319,500  29,200  9
Global 842,500  810,100  32,400  4

Additions
United States 18,500  19,600  (1,100) (6)
International 24,200  32,500  (8,300) (26)
Global 42,700  52,100  (9,400) (18)

Deletions    
United States (16,600) (17,300) 700  4
International (10,600) (8,900) (1,700) (19)
Global (27,200) (26,200) (1,000) (4)
Ending Room Count (September 30)    
United States 495,700  492,900  2,800  1
International 362,300  343,100  19,200  6
Global 858,000  836,000  22,000  3%
As of September 30, FY 2022 Royalty Distribution
2023 2022 Change % Change
System Size
United States

Economy 231,100  237,400  (6,300) (3%)
Midscale and Upper Midscale 245,800  236,300  9,500  4
Upscale and Above 18,800  19,200  (400) (2)
Total United States 495,700  492,900  2,800  1% 85%

International


Greater China
167,900  158,500  9,400  6% 2
Rest of Asia Pacific 34,000  29,500  4,500  15 1
Europe, the Middle East and Africa 81,600  77,900  3,700  5 5
Canada 39,600  39,100  500  1 5
Latin America 39,200  38,100  1,100  3 2
Total International 362,300  343,100  19,200  6% 15
Global 858,000  836,000  22,000  3%
  100%




Table 5 (continued)
WYNDHAM HOTELS & RESORTS
REVENUE DRIVERS
Three Months Ended
September 30, 2023
 Constant Currency
% Change (a)
Regional RevPAR Growth
United States
Economy $ 49.85  (3%)
Midscale and Upper Midscale 64.34  (1)
Upscale and Above 103.36  2
Total United States $ 58.46  (1%)
International
Greater China $ 18.13  28%
Rest of Asia Pacific 34.64  4
Europe, the Middle East and Africa 59.71  17
Canada 74.84  6
Latin America 43.26  14
Total International $ 38.05  16%
Global $ 49.71  3%
Three Months Ended September 30,
2023 2022 % Change
Average Royalty Rate
United States 4.6% 4.6%
International 2.5% 2.1% 40 bps
Global 3.9% 3.9%
Nine Months
Ended
September 30, 2023
Constant Currency
% Change (b)
Regional RevPAR Growth
United States
Economy $ 43.74  (1%)
Midscale and Upper Midscale 58.56  1
Upscale and Above 99.58  3
Total United States $ 52.56  —%
International
Greater China $ 16.82  29%
Rest of Asia Pacific 32.33  20
Europe, the Middle East and Africa 51.97  29
Canada 57.61  15
Latin America 44.76  34
Total International $ 33.59  27%
Global $ 44.52  7%
Nine Months Ended September 30,
2023 2022 % Change
Average Royalty Rate
United States 4.6% 4.6%
International 2.4% 2.1% 30 bps
Global 3.9% 4.0% (10 bps)
(a)    International and global exclude the impact of currency exchange movements.





Table 6
WYNDHAM HOTELS & RESORTS
HISTORICAL REVPAR AND ROOMS
First Quarter Second Quarter Third Quarter Fourth Quarter Full Year
Hotel Franchising (a)
Global RevPAR
2023 $ 37.20  $ 46.47  $ 49.71  n/a n/a
2022 $ 33.08  $ 43.74  $ 48.61  $ 39.18  $ 41.23 
2021 $ 24.02  $ 35.69  $ 44.67  $ 34.77  $ 34.85 
U.S. RevPAR
2023 $ 43.84  $ 55.26  $ 58.46  n/a n/a
2022 $ 41.01  $ 54.70  $ 58.45  $ 45.49  $ 50.00 
2021 $ 29.68  $ 46.99  $ 56.38  $ 42.45  $ 43.95 
International RevPAR
2023 $ 27.99  $ 34.44  $ 38.05  n/a n/a
2022 $ 21.05  $ 26.80  $ 33.90  $ 30.16  $ 28.11 
2021 $ 15.26  $ 18.21  $ 26.62  $ 23.13  $ 20.86 
Global Rooms (b)
2023 844,800 851,500 858,000 n/a n/a
2022 793,200 799,200 816,300 827,100 827,100
2021 748,700 752,500 758,600 769,400 769,400 
U.S. Rooms
2023 494,400 495,100 495,700 n/a n/a
2022 486,600 487,600 488,100 493,500 493,500
2021 452,500 454,200 458,000 465,100 465,100
International Rooms (b)
2023 350,400 356,400 362,300 n/a n/a
2022 306,600 311,600 328,200 333,600 333,600
2021 296,200 298,300 300,600 304,300 304,300
Hotel Management
Global RevPAR
2023 n/a n/a n/a n/a n/a
2022 $ 56.55  $ 65.13  $ 71.54  $ 68.04  $ 64.07 
2021 $ 38.17  $ 56.08  $ 64.63  $ 57.57  $ 53.81 
U.S. RevPAR
2023 n/a n/a n/a n/a n/a
2022 $ 69.92  $ 135.35  $ 126.34  $ 98.28  $ 92.66 
2021 $ 42.89  $ 67.42  $ 78.27  $ 66.77  $ 63.20 
International RevPAR
2023 n/a n/a n/a n/a n/a
2022 $ 40.26  $ 40.89  $ 53.57  $ 59.49  $ 48.61 
2021 $ 27.12  $ 31.20  $ 37.53  $ 40.96  $ 34.31 
Global Rooms
2023 n/a n/a n/a n/a n/a
2022 20,100  19,700  19,700  15,400  15,400 
2021 48,500  45,500  44,000  40,700  40,700 
U.S. Rooms
2023 n/a n/a n/a n/a n/a
2022 5,300  4,800  4,800  300  300 
2021 33,500  30,600  28,800  25,500  25,500 
International Rooms
2023 n/a n/a n/a n/a n/a
2022 14,800  14,900  14,900  15,100  15,100 
2021 15,000  14,900  15,200  15,200  15,200 



Table 6 (continued)
WYNDHAM HOTELS & RESORTS
HISTORICAL REVPAR AND ROOMS
First Quarter Second Quarter Third Quarter Fourth Quarter Full Year
Total System
Global RevPAR
2023 $ 37.20  $ 46.47  $ 49.71  n/a n/a
2022 $ 34.06  $ 44.28  $ 49.17  $ 39.86  $ 41.88 
2021 $ 24.90  $ 36.92  $ 45.80  $ 35.99  $ 35.95 
U.S. RevPAR
2023 $ 43.84  $ 55.26  $ 58.46  n/a n/a
2022 $ 42.11  $ 55.57  $ 59.15  $ 45.96  $ 50.72 
2021 $ 30.62  $ 48.37  $ 57.73  $ 43.84  $ 45.19 
International RevPAR
2023 $ 27.99  $ 34.44  $ 38.05  n/a n/a
2022 $ 21.95  $ 27.46  $ 34.79  $ 31.44  $ 29.05 
2021 $ 15.83  $ 18.84  $ 27.15  $ 23.99  $ 21.52 
Global Rooms (b)
2023 844,800  851,500  858,000  n/a n/a
2022 813,300  818,900  836,000  842,500  842,500 
2021 797,200  798,000  802,600  810,100  810,100 
U.S. Rooms
2023 494,400  495,100  495,700  n/a n/a
2022 491,900  492,400  492,900  493,800  493,800 
2021 486,000  484,800  486,800  490,600  490,600 
International Rooms (b)
2023 350,400  356,400  362,300  n/a n/a
2022 321,400  326,500  343,100  348,700  348,700 
2021 311,200  313,200  315,800  319,500  319,500 
NOTE: Amounts may not foot due to rounding. Results reflect the reclassification of rooms from the Hotel Management segment to the Hotel Franchising segment related to the CorePoint Lodging asset sales, including approximately 19,000 rooms in first quarter 2022.
(a)    For 2023, the Hotel Franchising segment includes the former Hotel Management segment, which is primarily comprised of the Company's remaining full-service management business.
(b)    Includes 6,400 Vienna House rooms acquired in the third quarter of 2022.






Table 7
WYNDHAM HOTELS & RESORTS
NON-GAAP RECONCILIATIONS
(In millions)
The tables below 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. We believe that adjusted EBITDA, adjusted net income and adjusted EPS financial measures provide useful information to investors about us and our financial condition and results of operations because these measures are used by our management team to evaluate our operating performance and make day-to-day operating decisions and adjusted EBITDA is frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results or estimate valuations across companies in our industry. These measures also 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. These non-GAAP reconciliation tables should not be considered a substitute for, nor superior to, financial results and measures determined or calculated in accordance with GAAP.
Reconciliation of Net Income to Adjusted EBITDA:
First Quarter Second Quarter Third Quarter Fourth Quarter Full Year
2023
Net income $ 67  $ 70  $ 103 
Provision for income taxes 24  26  33 
Depreciation and amortization 19  19  19 
Interest expense, net 22  24  27 
Early extinguishment of debt (a)
—  — 
Stock-based compensation 10 
Development advance notes amortization
Transaction-related (b)
— 
Separation-related (c)
(2) — 
Foreign currency impact of highly inflationary countries (d)
Adjusted EBITDA $ 147  $ 158  $ 200 
2022
Net income $ 106  $ 92  $ 101  $ 56  $ 355 
Provision for income taxes 34  31  38  16  121 
Depreciation and amortization 24  17  18  19  77 
Interest expense, net 20  20  21  21  80 
Early extinguishment of debt (a)
—  —  — 
Stock-based compensation 33 
Development advance notes amortization 12 
(Gain)/loss on asset sale, net (e)
(36) —  —  (35)
Separation-related (c)
—  (1)
Foreign currency impact of highly inflationary countries (d)
— 
Adjusted EBITDA $ 159  $ 175  $ 191  $ 126  $ 650 
2021
Net income $ 24  $ 68  $ 103  $ 48  $ 244 
Provision for income taxes 11  25  36  19  91 
Depreciation and amortization 24  24  23  25  95 
Interest expense, net 28  22  22  22  93 
Early extinguishment of debt (a)
—  18  —  —  18 
Stock-based compensation 28 
Development advance notes amortization 11 
Impairments, net (f)
—  —  — 
Separation-related (c)
—  — 
Foreign currency impact of highly inflationary countries (d)
—  —  — 
Adjusted EBITDA $ 97  $ 168  $ 194  $ 131  $ 590 




NOTE: Amounts may not add due to rounding.
(a)    Amount in 2023 relates to non-cash charges associated with the Company's refinancing of its term loan B. Amount in 2022 relates to non-cash charges associated with the Company’s extension of its revolving credit facility and the prepayment of $400 million of its term loan B. Amount in 2021 relates to the redemption premium and non-cash expenses associated with the early redemption of the Company's 5.375% senior unsecured notes.
(b)    Represents costs related to corporate transactions.
(c)    Represents costs associated with the Company's spin-off from Wyndham Worldwide.
(d)    Relates to the foreign currency impact from hyper-inflation, primarily in Argentina, which is reflected in operating expenses on the income statement.
(e)    Represents (gain)/loss on sales of the Company's owned hotels, the Wyndham Grand Bonnet Creek Resort and Wyndham Grand Rio Mar.
(f)    Represents a non-cash charge to reduce the carrying values of the Company's owned hotels long-lived assets to their fair value in connection with the Company's Board approval of a plan to sell these assets in 2022.



Table 7 (continued)
WYNDHAM HOTELS & RESORTS
NON-GAAP RECONCILIATIONS
(In millions, except per share data)
Reconciliation of Net Income and Diluted EPS to Adjusted Net Income and Adjusted Diluted EPS:
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Diluted EPS $ 1.21  $ 1.13  $ 2.79  $ 3.26 
Net income $ 103  $ 101  $ 240  $ 299 
Adjustments:
Acquisition-related amortization expense (a)
20  25 
Transaction-related —  — 
Early extinguishment of debt —  — 
Foreign currency impact of highly inflationary countries
Separation-related —  —  — 
Gain on asset sale, net —  —  —  (35)
Total adjustments before tax 11  34  (6)
Income tax provision/(benefit) (b)
(3)
Total adjustments after tax 26  (3)
Adjusted net income $ 111  $ 108  $ 266  $ 296 
Adjustments - EPS impact 0.10  0.08  0.31  (0.04)
Adjusted diluted EPS $ 1.31  $ 1.21  $ 3.10  $ 3.22 
Diluted weighted average shares outstanding 84.5  89.9  85.7  91.7 
(a)    Reflected in depreciation and amortization on the income statement.
(b)    Reflects the estimated tax effects of the adjustments.



Table 8
WYNDHAM HOTELS & RESORTS
2023 OUTLOOK
As of October 25, 2023
(In millions, except per share data)
2023 Outlook
Fee-related and other revenues (a)
$ 1,379 - 1,409
Adjusted EBITDA (b)
654 - 664
Depreciation and amortization expense (c)
48 - 50
Development advance notes amortization expense 13 - 15
Stock-based compensation expense 37 - 39
Interest expense, net 100 - 102
Adjusted income before income taxes 449 - 463
Income tax expense (d)
113 - 115
Adjusted net income $ 336 - 348
Adjusted diluted EPS $ 3.94 - 4.08
Diluted shares (e)
85.2
Marketing, reservation and loyalty funds (f)
Approx. $10
Capital expenditures Approx. $35
Development advance notes Approx. $60
Free cash flow conversion rate (g)
50% - 55%
Year-over-Year Growth
Global RevPAR (a)(h)
4% - 6%
Number of rooms 2% - 4%
(a)    Lower end of range.
(b)    Year-over-year growth rates are not comparable due to the sale of the Company's owned hotels and the exit of its select-service management business during 2022, as well as the variability in its marketing funds due to the recovery of the COVID support that the Company provided to its owners during 2020.
(c)    Excludes amortization of acquisition-related intangible assets of approximately $27 million.
(d)    Outlook assumes an effective tax rate of approximately 25%.
(e)    Excludes the impact of any share repurchases after September 30, 2023.
(f)    Represents the recovery of $49 million COVID support that the Company provided to its owners during 2020. The Company recovered $38 million of the $49 million support during 2021 and 2022 combined.
(g)    Represents the percentage of adjusted EBITDA that is expected to produce free cash flow. Free cash flow plus capital expenditures equals net cash from operating activities.
(h)    Outlook represents global RevPAR growth of approximately 6% - 8% compared to 2019.

In determining adjusted EBITDA, interest expense, net, adjusted income before income taxes, adjusted net income, adjusted diluted EPS and free cash flow conversion rate, we exclude certain items which are otherwise included in determining the comparable GAAP financial measures. We are providing these measures on a non-GAAP basis only because, without unreasonable efforts, we are unable to predict with reasonable certainty the occurrence or amount of all the adjustments or other potential adjustments that may arise in the future during the forward-looking period, which can be dependent on future events that may not be reliably predicted. Based on past reported results, where one or more of these items have been applicable, such excluded items could be material, individually or in the aggregate, to the reported results.





Table 9
WYNDHAM HOTELS & RESORTS
DEFINITIONS

Adjusted Net Income and Adjusted Diluted EPS: Represents net income/(loss) and diluted earnings/(loss) per share excluding acquisition-related amortization, impairment charges, restructuring and related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales and foreign currency impacts of highly inflationary countries. The Company calculates the income tax effect of the adjustments using an estimated effective tax rate applicable to each adjustment.
Adjusted EBITDA: Represents net income/(loss) excluding net interest expense, depreciation and amortization, early extinguishment of debt charges, impairment charges, restructuring and related charges, contract termination costs, separation-related items, transaction-related items (acquisition-, disposition-, or debt-related), (gain)/loss on asset sales, foreign currency impacts of highly inflationary countries, stock-based compensation expense, income taxes and development advance notes amortization. Adjusted EBITDA is a financial measure that is not recognized under U.S. GAAP and should not be considered as an alternative to net income/(loss) or other measures of financial performance or liquidity derived in accordance with U.S. GAAP. In addition, the Company's definition of adjusted EBITDA may not be comparable to similarly titled measures of other companies.
Average Daily Rate (ADR): Represents the average rate charged for renting a lodging room for one day.
Average Occupancy Rate: Represents the percentage of available rooms occupied during the period.
Comparable Basis: Represents a comparison eliminating the contribution from the Company's owned hotels and select-service management business - both of which were exited in the first half of 2022, as well as the variability in its marketing funds due to the recovery of the COVID support that the Company provided to its owners during 2020.
Constant Currency: 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).
Free Cash Flow: See Table 3 for definition.
Net Debt Leverage Ratio: Calculated by dividing total debt less cash and cash equivalents by trailing twelve months adjusted EBITDA.
Number of Rooms: Represents the number of rooms at the end of the period which are (i) either under franchise and/or management agreements or Company-owned and (ii) properties under affiliation agreements for which we receive a fee for reservation and/or other services provided.
RevPAR: Represents revenue per available room and is calculated by multiplying average occupancy rate by ADR.
Royalty Rate: Represents the average royalty rate earned on our franchised properties and is calculated by dividing total royalties, excluding the impact of amortization of development advance notes, by total room revenues.